Little Bear's Adventures in Equestria

by CAPTAIN YOSHI HD

Rating: everyone
Tags: Starlight Glimmer, Crossover, Main 6, Slice of Life, My Little Pony: Friendship is Magic, Other, Romance, Spike, Comedy, Cutie Mark Crusaders
Length: 38043

Little Bear appears in Equestria.

Little Bear leaves on an adventure and ends up in Equestria and spends time with the ponies. A dedication to Maurice Sendak.

Published 2016-12-28 05:20:01 UTC
Last updated 2017-12-20 07:34:28 UTC

Ep. 2 - Hide and Seek

Little Bear, Spike, and the mane 6 were playing following the leader around Ponyville, they walked up a rock and jumped down. They ran down the streets pretending to fly spreading their arms out. Then, all of sudden, Little Bear stopped causing the others to crash into each other. They didn't see Rainbow Dash. Twilight, Fluttershy, Pinkie Pie, Applejack, Spike, and Rarity were only ones following the small bear. "Where's Rainbow Dash?", Little Bear asked.

Rainbow Dash jumped out of a bush, scaring her own friends. They screamed and fell to the ground.

"Hey, Rainbow.", Little Bear said. "Where were you?"

"Well, duh. Hiding.", the rainbow pony said.

A thought came to Little Bear's head. "That's a good idea.", he said. "Let's play hide and seek."

"Yeah.", Rarity said. "An excellent idea."

"I was about suggest it myself.", Twilight said.

"Count me in.", Pinkie said.

"That's no problem at all, really.", Applejack chuckled.

"Sounds cool.", Spike said.

"Can I be the one who finds this time?, Fluttershy asked. "I never get to be the finder."

"She's right, you know.", Starlight said from out of nowhere. She was with CMC, Scootaloo, Sweetie Belle, and Apple Bloom.

"Oh, hello, Starlight.", Little Bear said. "You want to play with us?"

"Sure, no problem.", Starlight said.

"Can we join?", Apple Bloom asked.

"Who are these three?", Little Bear asked pointing at the three fillies.

"This is Apple Bloom, Sweetie Belle and Scootaloo, they are the Cutie Mark Crusaders, also known as their sisters.", Starlight said.

"Sisters?", Little Bear asked.

"Yep.", Applejack said. "The yellow pony is mine."

"The unicorn with the same color as my fur is my sister.", Rarity said.

"And my sister is the orange Pegasus.", Rainbow Dash said.

"You three didn't tell me you had sisters.", Little Bear said.

"I know, sorry.", Rainbow Dash said.

"And, Fluttershy, you can be the seeker.", Little Bear said.

"Yay.", Fluttershy said cheerfully. "How do we start again?"

"You close your eyes and count to a number.", Spike said. "And no peeking."

Fluttershy closed her eyes, turned around, and started counting to ten. "One... two... three..."

The others started running for their spots, Little Bear hide behind a bush in Carrot Top's garden, Pinkie Pie hid behind a bush near Sugar Cube Corner, the rest of the others hid behind trees. Rainbow Dash is a good hider, she knows the best hiding spots.

"Seven... eight... nine... ten.", Fluttershy said finishing up her counting. "Ready or not, here I come." Fluttershy kept her eyes out for her friends, she walked and walked, but, she couldn't find anypony. She was near the bush that Little Bear's hiding in.

Little Bear gasped.

Fluttershy jumped and turned to the bush. She looked away and shrugged.

Little Bear covered his mouth trying not to scare Fluttershy again.

Fluttershy looked at the bush again and gave it a glare. She flew into Carrot Top's garden and took a look at it. She heard noises behind her and turned around. "Who's out there?", she asked in a frightened voice.

Little Bear reached his hand out and grabbed Fluttershy's tail. She squealed and turned to the bush again. Little Bear jumped out of the bush.

"Little Bear, I found you.", Fluttershy said. "Have you been hiding in that bush the whole time?"

"Of course I was.", Little Bear said. "How did you get here so fast?"

"I know this place.", Fluttershy said. "This is Carrot Top's garden, we should get out before she sees us in it, she doesn't like it when ponies are in her garden."

They ran out of the garden. "You know, now that we're together, we should look for the others."

"I heard noises from over there.", Fluttershy said pointing at that tree. She looked behind it and saw the CMC standing on top of each other, they yelled in surprise and lost their balance and fell to the ground. "Girls, how are all able to stand on each other?"

"I don't know, Fluttershy.", Sweetie Belle said.

"Lets find the others now.", Scootaloo said.

They walked around and found Spike, Rarity, Pinkie Pie, Applejack, and Starlight, but, they haven't found Twilight or Rainbow Dash. "Twilight and Rainbow Dash have really good hiding spots.", Rarity said.

Then, they heard snoring, they turned and saw a log near a tree outside the village. "It must be coming from over there.", Applejack said.

They over to the log and looked over it. They saw Twilight sleeping under a branch. "We found you, Twilight.", Pinkie Pie said.

Twilight didn't hear them. There was a hole on the log they didn't see. Rainbow Dash popped out and scowled. They screamed and Twilight hit her nose on the branch. Rainbow Dash laughed and so did the others.

"I wasn't asleep, that was to fool you.", Twilight said.

"That was fun.", Apple Bloom said.

"I agree.", Spike said.

"Lets take a break and get back to the castle, shall we?", Rainbow Dash asked.

"Yeah.", the group said.

They all ran back through the village and back to the castle. It was a great game of hide and seek.

Ep. 3 - Polar Pegasus

Little Bear, the Mane 6, and the CMC were all the Cutie Mark Crusader Club House to paint it. "Thanks for coming to help us paint our club house.", Apple Bloom said.

"What color were you three thinking?", Little Bear asked.

"I think it should be white.", Rarity said.

"No, I think they're going to paint it orange.", Applejack said.

"I like blue.", Little Bear said.

"I was thinking the same color.", Rainbow Dash said.

"We're painting it our way, thank you very much.", Sweetie Belle said. "Besides we have orange and white here already."

"We'll make the color in halves on the walls.", Scootaloo said. "Orange and yellow on the sides and white in the middle."

"We'll be right back with our brushes.", Apple Bloom said as the three girls ran into their club house.

Sweetie Belle peaked her head out the doorway. "Bring the paint to the roof.", she said.

"How are we going to get it up there?", Pinkie asked.

"Easy.", Applejack said as she ran up the ladder leaning on the house and onto the roof. "Now bring me the white paint."

"Rainbow Dash, you're strong.", Little Bear said. "Why don't you bring the paint up."

"Sure, no problem.", Rainbow Dash said as she picked up the paint with her hooves and flapped her wings to fly in the air. Rainbow Dash started to wobble causing some of the paint to fall out of the bucket.

The others on the grass covered their heads.

At that moment, Rainbow Dash slowly lowered herself to the roof safely.

Little Bear and the others sighed in relief. "Good job, Rainbow.", Twilight said.

"Thanks, Rainbow Dash.", Applejack said.

"Why you're very--" Rainbow Dash held out her hoof for Applejack to brohoof. Then, she gasped as she accidently hit the bucket causing it to tip over and the paint fell out.

Fluttershy gasped as she pushed Little Bear out of the way, the paint splashed all over, she lost her balance and fell flank first to the ground.

Rainbow Dash picked up the bucket with her hoof. "Well, at least it's light now.", she said.

Applejack looked inside. "But, there's no more paint.", she said.

Sweetie Belle walked out with some brushes in her magic and looked at the mare covered in white paint. "Who's this?", she asked.

"It's me.", Fluttershy answered.

"Fluttershy?", Sweetie Belle asked. "My gosh. I didn't recognize you."

The two other fillies ran out. "What happened?", Scootaloo asked.

"We had a little accident.", Applejack said as she crawled down the ladder.

Sweetie Belle looked down and gasped. "Oh no, my paint!", she cried.

Little Bear ran up to Fluttershy. "Fluttershy, are you ok?", he asked.

"I'm fine, Little Bear.", Fluttershy said still sitting on the ground.

Pinkie Pie walked up to the painted mare as well. "Fluttershy, are you--" She paused to her giggled. "Are you--" She paused again trying not to laugh. "Are you all white?" She burst into laughter.

Fluttershy glared with embarrassment.

"I must be honest, there is something impressive about you in white.", Little Bear said booping Fluttershy's nose.

"Thank you, Little Bear.", Fluttershy said as she stood up.

Pinkie laughed again. "Are you all white?", she repeated. She burst into more laughter and collapsed to the ground.

"Why did you do push Little Bear out of the way, Fluttershy?", Twilight asked.

"I didn't want him to get hurt.", Fluttershy explained.

"You didn't have to save me, Fluttershy, I had that happen to me before.", Little Bear said. "And I got to say, you look like a different mare."

"Maybe, you are a different mare.", Rainbow Dash said.

"What should I do?", Fluttershy asked.

"You should go home.", Apple Bloom said as she looked at the dripping paint coming from Fluttershy. "At least until you're dry."

"Maybe, I should go home.", Fluttershy said.

"I'll take you, Fluttershy.", Little Bear said.

They both waved goodbye as they walked off.

Pinkie Pie was still on the ground laughing. "Are you all white?", she repeated again.

They walked by the huge lake surrounded by sand. Fluttershy looked at her reflection in the water.

"What are you doing?", Little Bear asked.

"Looking at my reflection.", Fluttershy said. "What am I?"

"You are a polar Pegasus.", a voice said from behind. The two friends turned to the sky and saw Spitfire, the coach of the wonderbolts, flying in the sky.

"A polar Pegasus?", Fluttershy asked.

"You know her?", Little Bear asked.

"Yes.", Fluttershy said. "This is Spitfire, the coach of the wonderbolts. Don't you still know me?"

"I don't know any polar pegasi.", Spitfire said.

Fluttershy and Little Bear laughed. "You sure I'm a polar Pegasus?"

"Yes, and you're obviously lost.", Spitfire said.

"No I'm not, I'm going home.", Fluttershy said.

"Polar pegasi have homes in the North Pole.", Spitfire said. "And the North Pole is... of course north."

"Couldn't she just live here?", Little Bear asked.

"Oh no, it's much too hot for polar pegasi.", Spitfire said. "You should go home ASAP." She was about to fly into the clouds, but, was stopped by Little Bear.

"Wait!", he said. "What's a wonderbolt?"

Spitfire gasped. "You never heard of us, where have you been?!", she asked.

"I'm... not from here.", Little said.

"Oh.", Spitfire said with a shrug. Then, she flew into the clouds.

"She seems pretty friendly.", Little Bear said.

"Not so much.", Fluttershy said.

They both walked and walked and wondered what it will be like at the North Pole. They imagined about how much fun it will be like, sliding through mountains and skiing on the ice. They both found a hole with a fish jumping out, they jumped in and chased that fish, they swam and swam until they stopped imagining. They opened their eyes to see Cheerilee standing in front of them swimming in the grass on their bellies.

"Oh, hello, Cheerilee.", Fluttershy greeted.

"Hi, Fluttershy.", Cheerilee said. "Um... why are you white?"

"We were at the CMC's house and paint fell on her.", Little Bear said.

Cheerilee gasped. "Oh my gosh.", she said. "Are you ok?"

"I'm fine, just heading to the North Pole.", Fluttershy said as she and Little Bear walked off.

Cheerilee shrugged. "Kind of strange.", she said. "It's kind of a long way to the North Pole."

Spike is in Fluttershy's house taking care of her animals, he looked up and saw the two friends walk in. "Oh my word.", he said. "What happened to you?"

"I became a polar Pegasus, so I have to move up to the North Pole.", Fluttershy said.

"The North Pole?", Spike asked.

"That's where polar pegasi live.", Little Bear said.

"That's nice.", Spike said as he left the house.

"You should need a bath.", Little Bear said.

Fluttershy nodded.

Little Bear grabbed a huge wooden bucket and filled it with water.

Fluttershy crawled in. "Are you sure polar pegasi take baths?", she asked.

"I'm pretty sure they do.", Little Bear answered as he grabbed a brush from a cabinet. "It's hard to keep a white coat clean." He began to scrub Fluttershy's back. It tickled her, she laughed.

"Now lets do your tummy.", Little Bear said.

Fluttershy turned over on her back.

Little Bear scrubbed her belly which tickled her as well.

"That tickles.", Fluttershy said.

"Almost done.", Little Bear said. "Now, close your eyes so I can rinse you." He grabbed a metal bucket and filled it with water.

Fluttershy closed her eyes as Little Bear poured the water on her. The paint on Fluttershy was gone.

"That should do it.", Little Bear as he grabbed a towel and dried Fluttershy with it.

Fluttershy was all dry now. "I guess I better go now.", she said as she was about to leave.

"Fluttershy, look in this mirror to see who it is.", Little Bear said as he held up a mirror.

Fluttershy looked to the mirror and saw her reflection. "Hey, I'm not a polar Pegasus, it's me, I can stay.", she said happily.

"I'm happy to here that.", Little Bear said.

"Lets grab some lunch.", Fluttershy said. "All this polar Pegasus stuff is making me hungry."

Ep. 4 - A Flu

Little Bear was dusting Fluttershy's bedroom while she's sleeping. "Fluttershy, get up, it's cleaning day.", he said.

Fluttershy didn't open an eyeball.

"Alright, you left me no choice but to do this.", Little Bear said as he tickled her ear.

Fluttershy turned her head a opened her eyes a little. "Morning, Little Bear.", she said in a muffled voice.

"Whoops, sorry.", Little Bear said. "I'll finish later. I didn't know you were sound asleep."

Fluttershy sneezed twice.

"Oh, Fluttershy, are you ok?", Little Bear asked.

"Maybe?", Fluttershy said. "I don't know."

Little Bear put his hand on the pony's forehead. "Oh my gosh, you're burning up.", he said. "I think you have the flu."

"The flu?", Fluttershy asked.

"Where's your thermometer?", Little Bear asked. "Because, I need to check your temperature."

"Temperature?", Fluttershy asked.

Little Bear brought the thermometer to Fluttershy and put it under her tongue. "I'll bring you some broth.", he said as he left the room.

The CMC peeked in through the open window. "Hello, Fluttershy.", the three said.

"Hello, girls.", Fluttershy said.

"What's going on?", Scootaloo asked.

"I have the flu.", Fluttershy answered.

"The flu?", Apple Bloom asked.

"Sounds serious.", Sweetie Belle said.

"Bye, Fluttershy.", the three said as they ran off.

Fluttershy covered up her chest with her blanket.

Little Bear brought in the broth on a bed table, took the thermometer out of Fluttershy's mouth and looked at it. "I should've known, a slight fever.", he said. "Not much, but, enough for me."

"Is it flu?", Fluttershy asked.

"Could be.", Little Bear answered. "You'll have to stay in bed today."

"All day?", Fluttershy asked.

"Not all day.", Little Bear said. "Just until you get better."

Fluttershy sighed as she flopped her head into her pillow.

"Be sure to drink your broth, it will help you feel much better.", Little Bear said as he brought the broth close to Fluttershy.

Fluttershy heard a tapping near her window, it was Rainbow Dash. "Hello, Flutters, how's it hanging?", she asked.

"I have the flu.", Fluttershy said as she dropped her head into her pillow again.

"Oh, that's too bad.", Rainbow Dash said as she flew into her friend's room. "Hot cider should make you feel better."

"I don't think so.", Fluttershy said.

Rainbow Dash sniffed the broth. "Smells good.", she said dipping her face in it. "So, you're sick, awful. Soarin had the flu once."

"Did he get better?", Fluttershy asked.

"Yes, but, he sneezed so much, his nose got big and swollen, that it almost fell off.", Rainbow Dash said as she dipped her mouth in the broth again.

"Really?", Fluttershy asked as she touched her nose. She sneezed and looked at her nose. "Did it fall off?"

"No, it's still there.", Rainbow Dash said.

Then, they both heard Pinkie Pie's voice. "Fluttershy, are you in here?", she asked. She entered her bedroom with a cupcake on her back. "There you are. Do you remember me, do you know who I am?"

"Yes, you're Pinkie Pie.", Fluttershy said.

"Oh thank goodness.", Pinkie said in relief. "Mrs. Cake got the flu once, she forgot she's a baker and didn't know how to bake cakes. You haven't started rashes yet, have you?"

"Rashes?", Fluttershy asked.

"Yeah, that's what she got.", Pinkie answered.

"And what happened?", Fluttershy asked.

"It was terrible, they got bigger and redder and they made her itch.", Pinkie said.

Fluttershy started scratching herself.

"What's wrong?", Rainbow Dash asked.

"Rashes!", Fluttershy panicked. "I must have a rash."

Pinkie set her cupcake on the table and left the room to get her brush. She came back with it and gave it to Fluttershy.

Fluttershy took the brush and scratched her back.

"Now, get back into bed or you'll never get better.", Pinkie said.

Fluttershy relaxed in her bed and brushed her mane. She felt her stomach rumble.

"What was that?", Rainbow Dash asked.

Fluttershy felt a rumble in her belly again. "My stomach's making noise.", she said.

"Do you think it's not eating?", Rainbow Dash asked.

"It could be.", Rarity said from behind. She was holding a basket of medicine in her magic. "A stomach ache is a sign of serious flu."

"I've got a temperature to.", Fluttershy said.

"And I've got just the thing for you.", Rarity said. "Medicine."

"I don't want to take medicine.", Fluttershy panicked.

"You take a hot bottle, you wear on your head.", Rarity said grabbing the bottle of hot water with her magic and placing it on Fluttershy's head.

Fluttershy kicked the covers off with her back hooves.

"Don't hold it on there too long or your ears will get swollen.", Rainbow Dash warned.

"Oh no!", Fluttershy panicked. She jumped out of bed. "They're burning up."

Pinkie rushed in and grabbed a towel from Fluttershy's living room and brought it to Fluttershy.

Rarity took the towel with her magic and wrapped it around Fluttershy's head.

Fluttershy couldn't see. "Oh no!", she cried. "I can't see."

"The flu can effect your eyesight.", Pinkie said.

Rarity took out glasses from a drawer and put them in Fluttershy.

Little Bear was watching Pinkie go back into Fluttershy's bedroom, but, he didn't know what.

Fluttershy wore the glasses, but, they were making her vision blurry. She collapsed on the ground. "I feel dizzy.", she said.

Rarity gasped. "Flu does that.", she said.

Fluttershy looked at each and everyone of her friends while her vision starts to blur. She looked in the mirror. Her ears grew. "My ears!", she cried.

Her nose grew. "My nose!", she cried again.

Her stomach rumbled. "Oh, my stomach!", she cried again.

Then, red spots appeared all over her fur. "The rashes!", she cried again.

"The cupcake!", Pinkie cried. She grabbed and tried to bring it to her, but, she tripped and the cupcake flew in the air and landed on Fluttershy's nose.

"Oh no!", Rarity cried as she crashed on Pinkie.

Little Bear walked in. "What happened?", he asked.

"We were trying to get Fluttershy over her flu.", Rarity explained.

Little Bear removed everything off of Fluttershy's head. "Why don't you all leave and let her get some rest.", he suggested. "I'll let you all know when she's better."

"Good idea.", Pinkie said. "Take care, Flutters."

"Get well soon, Darling.", Rarity said.

"Take care, Fluttershy.", Rainbow Dash said.

The three left the room. "Lets get you cleaned up and back to bed.", Little Bear said.

Fluttershy was back in her bed and had the thermometer in her mouth again. Little Bear removed it and looked at it one more time.

"Am I better?", Fluttershy asked. "I stayed in bed all day."

"You're back to normal.", Little Bear said.

"I'm not sick anymore.", Fluttershy asked.

"Nope, you're all better.", Little Bear said.

The three little fillies came back. "How are you feeling, Fluttershy?", Sweetie Belle asked.

"I'm normal again.", Fluttershy said. "My flew has flown."

"That's nice.", Apple Bloom said. The three left.

"This hasn't been such a bad day after all.", Fluttershy said. "I feel pretty good."

"That's good news.", Little Bear said as he sat down. "Maybe, tomorrow you'll help clean your cottage top to bottom."

Fluttershy leaned back in her bed. "Feel my head again.", she said. "Are you sure I'm better."

"Oh no, you're not going to get away with that.", Little Bear teased as he tickled her stomach.

Fluttershy laughed and hugged Little Bear.

Ep. 5 - A Present For Fluttershy

Spike is in Fluttershy's kitchen making a cake for her, the cake was chocolate and pink frosting is in the middle. He poured more pink frosting and spread it all over.

Little Bear entered the house and saw Spike making the cake. "Morning, Spike.", he said. "Are you making Rarity a cake, and why are you in Fluttershy's kitchen?"

Spike chuckled. "Because, this isn't for Rarity, it's for Fluttershy's birthday.", he said.

Little Bear gasped. "Today's her birthday?", he asked. "I didn't get her a present."

"Don't worry, the present's going to be from us, including my other friends.", Spike said.

"Did you find anything good for her?", Little Bear asked.

"Not yet.", Spike said. "We should go out there and find her something."

"Sure.", Little Bear said.

They were about to leave, but, Spike stopped for a second. "Wait, why would you think I would make that cake for Rarity?", he asked.

"I heard you're in love with her.", Little Bear said.

"What?! How-- Twilight didn't tell you that, did she?", Spike asked.

"Yeah, and don't say something out loud, Fluttershy will wake up.", Little Bear warned.

"Oh yeah, sorry.", Spike said. "We should get going now."

"Wait, what if Fluttershy sees the cake.", Little Bear said.

"It's fine, she doesn't wake up until 12:00 P.M.", Spike said.

"12:00 P.M.?", Little Bear asked. "Late day sleeper, huh?"

"Yeah.", Spike said.

They both walked out the house and talked about what they get for their birthdays. "What do your friends get for you, Spike?", Little Bear asked.

"A few years ago, I had my first birthday here in Ponyville and I got a lot of good presents from my friends, all I get from Twilight before moving to Ponyville was a bunch of stupid books and a quill."

"Well, you're her assistant, aren't you?", Little Bear asked.

"Yeah.", Spike said. He turned and saw a patch of flowers. "Hey, there's a whole patch of flowers, we should get her flowers."

"That's a good idea.", Little Bear said.

They went over to the patch and picked a whole group of flowers. Then, they went to Rarity's garden. "Hello, Spike and Little Bear.", she said from behind.

"Hello, Rarity.", Little Bear said.

"Hi, Rarity.", Spike said.

"What are those flowers for?", Rarity asked.

"They're for Fluttershy.", Little Bear said.

Rarity looked at the flowers and thought for a second. "Hmm... I don't know if she'll like just flowers, I thinking of..." She ran into her house and brought out a necklace with yellow jewels. "this necklace."

"Isn't that the necklace you made a while back?", Spike asked.

"Of course, take it, I never wear it.", Rarity said. She gave it over to Little Bear. "Twilight did say that the gift will be from all of us, didn't she?"

"Of course she did.", Little Bear said.

"Aren't you coming?", Spike asked.

"Yes, I'll be there in just a moment.", Rarity said. "You think she'll love it?"

"I hope so.", Little Bear said.

"Then, she'll love you.", Spike chuckled. "Imagine getting a kiss from her, just how I got one from Rarity."

Little Bear pictured in his head about getting a kiss from Fluttershy. "I never got a kiss from her.", he said. "Lets hope she gives me one today."

Little Bear, Spike and the rest of the Mane 7 arrived at Fluttershy's house. "What time does she wake up?", Little Bear asked.

"She doesn't wake up until 11:30.", Applejack answered.

They waited at the entrance door. Fluttershy left her bedroom at saw her friends. "Surprise!", they all said.

"Thank you, everypony.", Fluttershy said cheerfully. "So, where's my gift?"

"Little Bear has it.", Spike said. "Come on, man, give it to her."

Little Bear held the necklace behind his back as he walked toward the yellow pony. Then, he revealed the necklace in front of her. "Here you go, Fluttershy.", he said.

Fluttershy widened her eyes and took the necklace from Little Bear's hand. "Oh, Little Bear, this is beautiful.", she said as she put it on. She flew up to him and hugged Little Bear.

"I actually have a gift for you, Little Bear.", Fluttershy said. "Close your eyes and I'll give it you."

Little Bear closed his eyes.

Fluttershy got close and kissed him on the cheek.

Little Bear touched his cheek. "Wow, thank you, Fluttershy.", he said.

"Here's the cake.", Spike said as he brought the cake to the table. It was the best birthday ever.

Ep. 7 - Hiccups

The mane six and Spike were waiting in the map room for Little Bear to play. Rainbow Dash was pasted around the room. "I'm so bored.", she said. "When is Little Bear coming? Like seriously."

"Just give him time, Rainbow Dash.", Fluttershy said.

Little Bear entered the map room. "Hi, everyone.", he said.

"Thank goodness you're here, Little Bear.", Pinkie Pie said cheerfully hugging the bear.

"Pinkie, shhhhh.", Rarity said.

"Oh yeah, right.", Pinkie giggled. "Sorry."

"Why are we whispering?", Little Bear asked.

"Starlight's taking a nap, so she needs quiet.", Twilight warned.

"I brought seashells.", Little Bear said handing every shell to his friends.

"What do we do with shells?", Applejack asked.

"Put the clear part on your ear.", Little Bear said.

"Why should we do that?", Spike asked.

"You can hear the ocean through them.", Little Bear said.

"I never knew that.", Rarity said.

"Neither did I.", Fluttershy said.

They all put the clear part of the shells to their ears. "Wow, you're right, Little Bear.", Twilight said. "I can hear the ocean."

"I told you *hiccup*." A sound came from Little Bear's mouth.

"Shhh. I can't hear.", Rainbow Dash said.

"I can't *hiccup* help it.", Little Bear said. "*hiccup* *hiccup* *hiccup*."

"What's wrong?", Applejack asked.

"I think he's got the case of the hiccups.", Spike said.

"Very observant, Spike.", Twilight said.

Little Bear waited a moment if they're gone already. "*hiccup*" They didn't.

"I'll get you water, Little Bear.", Rainbow Dash said as she dashed out of the room and back with the water.

Little Bear took the water and gulped it down. He waited a moment and sighed with relief. "It helped.", he said.

"Water always helps.", Rainbow Dash said.

Just then, "*hiccup*" They didn't go away. Little Bear sighed. "Ohhhh."

"Huh, I guess it didn't this time.", Rainbow Dash said.

Trixie entered the room. "Hello, sorry I'm late.", she said. "Where's Starlight?"

"She's taking a nap in her room, Trixie.", Applejack said.

"You know her?", Little Bear asked. The, he hiccupped.

"Yeah, she became friends with Starlight a while ago.", Rarity said.

"You must be Little Bear, please to meet you.", Trixie said greeting the bear. "So, what's been happening?"

"We're trying to find a way to get rid of my *hiccup* hiccups.", Little Bear said.

"Well, let me think.", Trixie said walking around Little Bear. "Water is a good idea, but, he must hold his breath to."

"*hiccup* How can I *hiccup* hold my breath to? *hiccup*", Little Bear asked.

"Well, you can try, trying never hurt anypony.", Trixie said.

"How long?", Little Bear asked.

"For as long as it takes.", Trixie said.

Little Bear huffed some air and puffed his cheeks. He pointed at himself to see how much longer.

"Longer.", Trixie said.

Little Bear walked in a circle and stomped his foot, he couldn't hold much longer. Then, he puffed it out.

"Well?", Trixie asked.

"It worked, no more *hiccup*... hiccups.", Little Bear said with a sigh.

"Maybe you didn't hold it long enough.", Trixie said.

Rainbow Dash walked behind Little Bear. "This always helps.", she said as he bumped the bear with her right flank.

Little Bear wobbled around until he got his balance. "What do you *hiccup* do that for?", he asked.

"I was trying to help.", Rainbow Dash said. "Go ahead, try me." She waited for Little Bear to hip bump her.

Little Bear bumped Rainbow Dash with his right hip causing the rainbow pony to slide a couple inches toward the other ponies.

"See.", Rainbow Dash said.

"But, you don't have them right now.", Little Bear said with a glare. He hiccupped again.

"How about this.", Twilight said grabbing Spike with her magic and spinning him around.

Little Bear laughed.

Twilight then used her magic to throw Spike at Applejack.

The two crashed into each other. "Phew, that was fun.", Spike said.

"I guess.", Applejack said. "I bet we made the hiccups go away."

Little Bear listened to himself. "You're right, Applejack.", he said. "They're *hiccup*." Then, they didn't actually go away. He sighed.

"It was a good idea.", Rarity said.

"Some idea.", Twilight said.

"Well, duh, your idea didn't work well, Rainbow Dash.", Fluttershy said.

"Trixie's idea didn't help either.", Rainbow Dash said.

"Excuse, I learned that technique in a very famous book.", Trixie said.

"What book?", Spike asked. "I read every book in the library."

"Aw come on, Spike, you think you know everything.", Applejack said.

"I can read.", Twilight said.

"I reading books is for eggheads.", Rainbow Dash said.

"I wish I could be an egghead, Rainbow Dash, but I have to lower it down to your level.", Twilight said.

"What?!", Rainbow Dash yelled.

"Don't play dumb with us, Dashie.", Pinkie said.

"Pinkie, how would you know?", Rainbow Dash asked.

The ponies kept fighting and fighting until Starlight entered the room. "Hey, hey, hey, hey, hey! Guys!", she said. "What is going on here? I'm trying to sleep."

"I was *hiccup* hiccupping.", Little Bear said.

"I'm sorry, Little Bear, you were what?", Starlight asked.

"Hiccupping.", Little Bear repeated.

"Hiccupping.", Starlight repeated back. "I didn't hear any hiccups."

"But, I was.", Little Bear said.

"Alright, hiccup for me.", Starlight said.

Nothing came out. "C'mon now, one, two, three, hiccup.", she said.

Little Bear sucked in air, but a hiccup didn't come out. "Well, then, I guess you can't hiccup anymore.", Starlight said.

"My hiccups are gone.", Little Bear said.

"Thank goodness.", Fluttershy said.

"I guess you coming in the room and yelling to get our attention scared them away.", Trixie said.

"Yeah, I guess so.", Starlight said.

"You all can stop them my way, he didn't even try.", Rainbow Dash said. "You just have to know how to do it."

"Definitely.", Applejack chuckled. "You just need to know how to do it."

"What do you all say we go out to the park?", Little Bear asked.

"Sure.", Spike said.

"I'm down.", Rainbow Dash said.

They all left the room.

Ep. 8 - Little Bear Meets Luna

Little Bear is asleep in his room having a dream. He was flying to the moon with a paper bag on his head. He landed safely on the moon on his feet. "Well, I guess I'm alone on the moon.", he thought.

"Not anymore.", an echo said.

Little Bear looked and saw a light and a dark blue alicorn princess, which landed on the moon. "You must be Little Bear.", the princess said.

"How do you know who I am, and who are you?", Little Bear asked.

"I am the princess of the night, Princess Luna.", the princess said.

"Why are you called the princess of the night?", Little Bear asked.

"Look at my cutie mark, I have the moon on my flank, which means I control the moon with my powers.", Luna said.

"I never knew the moon can be controlled by anyone.", Little Bear said.

"You want to ride on my back?", Luna asked.

"Yes.", Little Bear said climbing on to her back. They took off through the stars and black sky. They flew on loops and circles. After that, they landed safely back on the moon.

"Do you know my friends?", Little Bear asked.

"Yes I do.", Luna said. "Three of them are great flyers."

"I know.", Little Bear said. "And I bet you are a wonderful flyer."

"Thank you, Little Bear.", Luna said kissing him on the cheek. "I better go now, goodbye." She took off into space.

"Goodbye.", Little Bear said. It was the greatest dream ever.

Ep. 9 - Fluttershy's Visit

Little Bear was in Roseluck's garden picking flowers. Roseluck walked up to him. "Morning, Little Bear.", she said.

"Morning, Roseluck.", Little Bear said. "Fluttershy's visiting me at Twilight's castle, so I'm picking flowers for her."

"How nice.", Roseluck said. "When did you get up?"

"Seven o'clock A.M., Fluttershy comes at ten thirty A.M., so I better get back to the castle.", Little Bear said as he ran off.

"See you later, Little Bear.", Roseluck said.

Little Bear entered the map room. "Good morning, Twilight.", he said.

"Good morning, Little Bear.", Twilight said. "Where have you been?"

"Picking out flowers for Fluttershy.", Little Bear said. "She's coming to visit."

Just then, Fluttershy came in. "Hello, Little Bear.", she said.

"Hello, Fluttershy.", Little Bear said grabbing the flowers and bringing them over to the yellow mare. "These are for you."

"Aww, thank you, Little Bear.", Fluttershy said taking the flowers and hugging the bear.

"Let me take you to my room.", Little Bear said leading the pony to his room.

Little Bear showed Fluttershy some of his things. "This is my good-luck twig that I found deep in the forest in my world.", he said letting the mare look at the twig.

"What kind of luck does it bring?", Fluttershy asked.

"You hold on one end and I'll hold on to the other, then we go round and around the room.", Little Bear demonstrated to Fluttershy. They both spun around, laughing. They both let go, fell to the ground and the twig landed in a shell on Little Bear's bed.

"Look, the twig found my shell.", Little Bear said picking it up. "My father found this from the ocean."

"What does your father look like?", Fluttershy asked.

"We look alike.", Little Bear said. Then, an idea flew into his head. "Hold on, let me bring some of my parents' old clothes." He rushed over to his wardrobe and picked out the clothes. He found a his father's blazer and puts it on. "How do I look?"

"Now you look like your father.", Fluttershy said. "What do I call him, Father Bear?"

"Yes.", Little Bear said.

"Good afternoon, Father Bear, please to meet you.", Fluttershy said.

"Please to meet you, young lady.", Little Bear said imitating his father. "A perfect fit."

Fluttershy laughed.

"I like wearing a blazer.", Little Bear said.

"That looks like fun.", Fluttershy said. "I can dress up to, let me get one of Twilight's dresses."

They both dressed up nicely. Fluttershy was wearing a bright yellow dress and a lady's hat. "I think it's a lovely for a stroll in the garden, don't you think, Father Bear?", Fluttershy asked in her act.

"Yes, it's a lovely day for fishing to.", Little Bear said in a deep voice. He was wearing a fedora and dress shoes with his blazer.

"Oh, but, Father Bear, I'll get my dress all dirty.", Fluttershy said.

"Don't worry, I'll get you a new one.", Little Bear said.

"Oh, Father Bear, you're so generous.", Fluttershy said as they both head out of the castle.

They walked over to a square wooden box with four wells and hopped on. "Be careful with boats.", he said. He took two rakes and used them as paddles. "I'll find our perfect fishing spot."

"Is it far?", Fluttershy asked.

"No, not too far.", Little Bear said.

He spot and used on rake as a fishing rod. "Guess this looks like a good fishing spot."

"Are we fishing now?", Fluttershy asked.

Little Bear nodded.

The rest of Fluttershy's friends walked up to them in the box. "Hey, what's going on?", Starlight asked.

"We're pretending to be fishing.", Little Bear said.

"Well, did you caught anything yet?", Applejack asked.

"Nope, I think the fish are sleeping.", Little Bear said. Then, his stomach rumbled. "Ooh, I'm hungry."

"Looks like somepony needs a break.", Rarity said.

"I'll make some cookies.", Pinkie said cheerfully.

Little Bear hopped out of the box and ran into the castle. Fluttershy slowly flew out of the box.

"You look great in a dress, Fluttershy.", Rainbow Dash said.

"Thank you, Rainbow.", Fluttershy said.

"Come on, slow pokes.", Little Bear said.

The bear and the mare had fun together.

Ep. 10 - Fluttershy, Babysitter

Little Bear was carrying a picnic basket full of food they want to eat for a picnic on the hill. Her friends were trying to figure out where they should put the picnic blanket. "No, no, no, I really don't think this is a great spot for a picnic.", Rarity said. "The grass is thicker under the trees."

"I like to sit in the sun.", Applejack said.

"Hello, everyone.", Little Bear said approaching the ponies.

"Hi there, Little Bear.", Rainbow Dash said.

"Where's Fluttershy?", Little Bear asked.

"I don't know.", Twilight said. "We've been waiting for her for fifteen minutes."

"Stay in line.", Fluttershy said trying to lead the ducks in a line. The ducks kept walking around in circles. "Excuse me, do you all know what a line is?" The ducks waddled to her under body. "What are you all doing?" The ducks bit her in the belly making her jump.

The ducks stood still as the yellow mare stared at them. "Now, hold it right there.", she said assertively. But, the ducks still didn't listen. "Come back here."

The other two ducks kept waddling around Fluttershy, but, one of them snuck toward the others. "Hello, little one.", Little Bear said kneeling down to the small duck.

The duck squeaked waddling over to Little Bear.

Little Bear picked him up. "He's pretty harmless to catch.", he said.

"Squeaker! Squeaker! There you are.", Fluttershy said carrying the other two ducks.

"I'm really sorry about this, Fluttershy, I hope I'm not causing any trouble.", Little Bear said putting the duck down.

"It's okay, Little Bear.", Fluttershy said. "I'm just babysitting them, they always get themselves into trouble. Mind if they come to the picnic?"

"If they learn their manners.", Rarity said as she watched the ducks run around the picnic blanket.

One of them started to play with Starlight's tail. "Can't you leave them in a puddle somewhere?", she asked. She picked it up with her hooves. "They sweet little things."

"HEY! Starlight, put him down right now!", Fluttershy yelled.

"Okay, okay, geez.", Starlight said putting the duck down.

"Should we eat or play games?", Little Bear asked.

"I say we play crokay.", Twilight said.

The crokay game was all set up. "Are you sure you don't want to play, Fluttershy?", Little Bear asked.

Fluttershy was sitting on the picnic blanket with ducks. "No, I have to keep an eye on the ducks.", she said. "You can't trust them around food."

"Rarity, you start first.", Twilight said.

"I don't really play much.", Rarity said. She hit the ball, but it only went one inch.

"Good shot.", Pinkie said.

"Just lucky.", Rarity said.

The ducks were bored.

Spike took his turn, he hit the ball and it went through five squares.

"How did you do that?", Starlight asked.

"It's all in the wrists.", Spike said.

Fluttershy yawned. "I guess a nap wouldn't hurt.", she said. She laid her head and fell asleep.

Rainbow Dash took her turn, she bashed it hard making go through all of the squares and hitting Spike's ball.

"You hit my ball.", Spike said.

"That's the whole idea, Spike.", Rainbow Dash said.

The ducks had to do some trouble now that Fluttershy's asleep. They ran out into the game. One of them hopped on Spike's ball making it roll around. The ball went past Spike. "No, don't move my ball, it's against the rules.", he said.

The other ducks started to move all of the balls. Spike chased them. "Come back here.", he said. Then, the ducks with balls started chasing him.

Fluttershy lifted her head and opened her eyes a little bit. "Huh... what's going on, what did I miss?", she asked. She saw the ducks on the balls and gasped. She flew and landed in front of them.

One of the ducks gasped causing the ball to stop and fell back first on the ground. She gave a glare at the duck and the duck walked away.

She looked up and saw the other ducks rolled the balls at her. She jumped and landed on the balls, she rolled around crashing into the game.

The others gasped as they jumped out of the way. She rolled and rolled, then she lost her balance and crashed.

The others looked at the damage of their game. "Well, game over.", Spike said.

Fluttershy was a mess.

One of the ducks laughed and rolled down the hill.

"I'm so sorry, everypony.", Fluttershy said.

"Don't worry about it, Fluttershy, it's just a game.", Starlight said.

"I feel like need to eat something.", Applejack said.

The others sat at the picnic blanket. The one of the ducks went behind Applejack and hid in her tail.

Applejack never felt her tail move by itself before. "Hey, you feel a draft?", she asked.

"No, I would say it's just you, AJ.", Rainbow Dash said.

"How are those napkins, Spike?", Fluttershy asked.

"I've got an extra.", Spike said.

"But, there's supposed to be three ducks.", Fluttershy said.

"But, there's two right now.", Spike said. "Is there proof from you?"

"Alright, I'll prove it.", Fluttershy said. "One... two..." Then, she noticed one is missing. "Oh no! Where's Squeaker? She's not here! Where did she--"

"Fluttershy, I need you to chill.", Little Bear said covering her mouth. "We'll find her."

They look all around the hill looking for the duck. Rarity looked in the distance and found a log. "Hey, maybe he's hiding in there.", she said heading for the log. She looked inside. "Squeaker." Then, she crawled inside. "Come here, Squeaker, come out where ever you are, because I'm about to get you." But, the duck wasn't there.

"Where could he be?", Little Bear asked.

Applejack felt her tail move again.

"What are you wagging your tail for, Applejack?", Pinkie asked.

Applejack looked at her tail. "It's not me.", she said.

The duck popped half of his body out.

The others gasped. "Squeaker, don't you ever do that again, you scared me.", she said.

The duck felt awful. "Anyways, we left you some good food.", Fluttershy said with a smile.

The duck squeaked happily.

After eating, everyone was famished. "That was good.", Little Bear said.

"I couldn't agree more.", Spike said.

"Especially, I don't have to babysit them at a picnic.", Fluttershy said.

"Oh yeah.", Rainbow Dash said. "Definitely."

Ep. 11 - Not Tired

Little Bear, Spike, the Mane 6, and Starlight were building a little track. They used books and other objects for it. Little Bear yawned, he was making loops with a tube for a funnel.

Spike was making the house stand. "How are you doing over there, Little Bear?", he asked.

"I connected the funnel.", Little Bear said.

"Awesome.", Spike said.

Little Bear picked up and other end of the tube and it wobbled. "Whoa.", he said.

"Here it is.", Fluttershy said walking into the room with a round sponge.

"Is it bouncy?", Little Bear asked.

"Nice and bouncy.", Fluttershy said. She placed it on a pile of books.

"All we need to do is place this bell in front of it, so the ball can hit it.", Little Bear said placing the bell at the end of the track.

"Hello, guys.", Twilight said as she and her friends entered the room.

"How's the track coming?", Rainbow Dash asked.

"I think it's all set.", Little Bear said. "Are you all ready?"

"Ready.", the others said.

Little Bear placed the ball on the track, the ball rolled in loops, it rolled through the funnel, it rolled through more loops, it bounced on the sponge, it rolled down planks, it rolled on large bumped and flew off the track. But, it didn't hit the bell.

"Oh man.", Rainbow Dash said.

Little Bear scratched his head. "Lets try this.", he said as he raised the objects higher. The placed the ball on the track and did the same thing again. But, it failed again.

Little Bear removed the sponge and replaced it with a bowl and piece of track in it. "Maybe this will help.", he said. He placed the ball on the track again and the ball did the same, but with the track in the bowl.

"It's going to hit.", Applejack said.

But, the ball didn't hit the bell. "There's got to be a way to aim the ball higher.", Little Bear thought.

"We'll be right back, Little Bear.", Starlight said as she left the others to find something.

Little Bear sat down and looked at the track. He tried to stay awake, but he was exhausted. He yawned.

The others came back and looked at Little Bear's sleepy face. "You look tired, Darling.", Rarity said.

"No I'm not.", Little Bear said.

"Maybe you should take a little rest.", Spike suggested.

"But, what about our project?", Little Bear asked.

"Alright, just until you finished the project.", Pinkie said.

"Are sure you're not tired?", Twilight asked.

"I'm sure.", Little Bear said. "I might close my eyes, but I won't fall asleep."

"Okay, we'll be back with something.", Rainbow Dash said as they left the room again.

Little Bear laid down on his belly and closed his eyes, he's going to play a trick on them, he's going to pretend like he's sleeping.

The others came back in and saw Little Bear sleeping in front of the project. "Aww, he's so cute when he sleeps.", Fluttershy said.

"I guess the project wore him out.", Rarity said.

"What are you thinking we should have for dessert, Pinkie?", Starlight asked.

"It's one of Little Bear's favorite: honey cake and ice cream.", Pinkie said.

"Hold on, you think we should wake him up?", Applejack asked.

"Honey cake and ice cream?", Little Bear asked happily.

Fluttershy laughed. "Have you been playing with us the whole time?", she asked.

"Maybe.", Little Bear said.

After that, Spike found something for the project. "Hey, guys, look what I found, something good for the project.", he said.

"What is it?", Rarity said.

"A double candlestick, this should be perfect.", Spike said. He placed the it under the end of the track.

Little Bear placed the ball on the track and the ball did the same for the last time. The ball flew off the track under the candlestick, then the ball finally hit the ball.

They all cheered. "We did it.", Little Bear said.

"We sure did.", Fluttershy said.

Then, Little Bear yawned. "I think it's my best time for me to sleep.", he said.

"Are you still pretending?", Starlight asked.

"No, I'm literally about to fall asleep.", Little Bear said.

"We should bring him to bed.", Rarity said.

"I'll take him.", Fluttershy said.

Little Bear put his arm around Fluttershy and walked with her to his bedroom. He was brought in bed fast asleep.

Ep. 13 - The Rain Dance Play

It was a sunny day in Ponyville. Little Bear, Spike, Rarity, and Fluttershy were building a background for a play on stage in front of the castle of friendship. They hung a giant piece of blue fabric and Little Bear put paper clouds on it. "What do you think of the designed sky?", he asked.

"It looks lovely.", Fluttershy said.

"Not bad.", Spike said.

"Wonderful.", Rarity said.

Twilight, Pinkie Pie, Rainbow Dash, Applejack, and Starlight brought plants for the stage. Twilight was holding them with her magic. "We found a couple plants.", she said as she places them on the stage.

Little Bear took a look at them. "They look wilted.", he said.

Then, Rainbow Dash took a look at one of them. "Yeah, a little bit.", she said.

"They need water.", Applejack said.

"I wish it would rain.", Pinkie said.

"We all wish it would rain.", Starlight said.

"That's why we're doing the rain dance play.", Little Bear said.

"He's got a point.", Spike said.

Rarity placed a headband on Little Bear's head with a feather. "Lets try the dance one more time.", she said.

The all got in a line and did the dance and sang their song. "Little clouds up in the sky, gather around they'll pass up by. You can give us nice cool rain, to make the small plants grow again." Spike accidently went out of the line and tried to get back in. But, he bumped into Pinkie Pie causing the dance to fail.

"That wasn't part of the dance.", Pinkie said.

"I got the water.", Big Mac said carrying the water.

"Hello, Big Mac.", Little Bear said.

Big Mac placed the water in front of him. "Do I stand right here?", he asked.

"No, Big Mac, you stand at the ladder behind the stage.", Rarity said.

"Behind the stage?", Big Mac asked. "I do my line from behind stage?" There was a ladder behind the stage background for the play. Rarity placed the water on top of the ladder.

"Nopony will see me.", Big Mac said.

"Quit your complaining, big brother.", Applejack said.

"I should complain, this is ridiculous.", Big Mac said.

"You got the most important line in the whole play.", Applejack said. "Do you remember it?"

"How could I forget?", Big Mac asked. "It's only one line, one word."

"Lets practice.", Little Bear said.

"Little Bear, start with 'Dear clouds,'.", Fluttershy said.

"Okay.", Little Bear said. "I say: Dear clouds, what can we do to please you?"

"And our line is-", Applejack said pausing her sentence and waiting for Pinkie Pie, Rarity, Twilight, Rainbow Dash, and Starlight to say the line.

The six said, "What can we do? What can we do?"

Twilight looked behind stage. "And what do you say, Big Mac?", she asked.

"Dance. One word: dance.", Big Mac said.

"Now we do our rain dance.", Fluttershy said.

"And at the end of the dance,", Little Bear said pausing his sentence.

"And then, I appear at the end of the dance and dump the bucket.", Big Mac said.

"And we pretend it's rain.", Spike said.

Everyone in Ponyville took their seats in front of the stage. The play members were wearing headbands with feathers on their heads and Big Mac had a fake cloud around his face.

Little Bear stood on stage and the audience clapped. Fluttershy sat in front of the wilted plants and sighed. "Are you sad, Princess Saddlewah?", he asked playing his character.

"I am sad, brave one.", Fluttershy said playing her character. "All of these plants are wilted the poor things need water."

"They can't live without water.", the brave one said.

"They will die, die, die.", the princess said in a dramatic tone.

"But, look up in the sky.", the brave one said pointing at the fake clouds on the background.

Big Mac revealed himself wearing the cloud around his face and everypony in the audience laughed. "Look at Big Mac.", Granny Smith said.

"Big Mac, not yet.", Fluttershy whispered.

Big Mac hide himself behind the stage. But, the audience still laughed.

"Oh, great clouds in the sky, we need your rain, please send the rain.", the princess said.

"Send lightning.", the brave one said.

"Lightning.", Rarity said throwing a fake lightning bolt on stage.

"Send thunder.", Little Bear said.

"Thunder.", Starlight said taking two trash can lids and bashing them together making a crash noise.

"Great clouds, we send our arrows to bring the rain.", the brave one said pointing his arrow towards the sky along with the others. They shot their arrows causing them to land on Big Mac standing behind stage.

"Our hopes are for Princess Saddlewah, she worries about the plants, we would be thankful for the rain if you have some to spare.", the brave one said.

Then, all of a sudden, black clouds appeared in the sky. "Dear Clouds, we can we do to please you?", the brave one asked.

"What can we do?", the six said.

"What can we do to please you?", the brave one repeated.

"Crab nuggets.", Big Mac blurted out.

The crowd laughed.

"What did he just say?", Twilight asked.

"Crab nuggets?", Applejack said.

"Slumber brains.", Big Mac blurted.

"Slumber brains.", Little Bear repeated. "Where is he getting these lines?"

Pinkie Pie peeked behind the background part. "It's your biggest line: dance.", she said.

"Okay, fine, dance.", Big Mac said.

The crew got in a line and did their dance. "Little clouds up in the sky, gather around they'll pass up by. You can give us nice cool rain, to make the small plants grow again."

Then, there was a crash of thunder and rain poured down. "Wow, look at this, it's raining.", Fluttershy said.

"It's really raining.", Little Bear said.

They all gave a bow, the whole crowd applauded. Spike sneezed and sneezed again, he was getting a cold. "Uh... guys, I need to get inside.", he moaned.

"Don't worry, Spike, we'll get you inside.", Little Bear said.

They were all nice and cozy inside the castle, but for Spike, he's still has a cold.

"I thought it was a great play.", Little Bear said. "Don't you think, Spike?" He didn't hear Spike answer. "Spike?"

Spike was sleeping in a rocking chair. Little Bear laughed. "Oh, Spike.", he said.

They all laughed.

Ep. 14 - Doctor Little Bear

It was still raining after the rain dance play, Spike was still sick in his room while the rain is going on. The mane 7 and Little Bear listened through his bedroom door. "I feel so awful for Spike.", the bear said.

"I know, the poor dear.", Fluttershy said.

"We should've let him out with us in the rain.", Rarity said.

"Who's going to go in and see how he's doing?", Starlight asked.

"I'll go in.", Little Bear said.

"But, what if he infects you.", Rainbow Dash said.

"He's not.", Little Bear said as he entered the little dragon's room.

Spike sneezed. "Hello, Little Bear.", he said in a muffled voice.

"Hey, should I help you?", Little Bear asked.

"Sure, Little Bear.", Spike said.

Little Bear sat in front of him on his bed. "Now, open your mouth and say 'ahhhhh'.", he instructed the dragon.

Spike opened his mouth. "Ahhhhhhh.", he said.

Little Bear looked inside his mouth. "Just what I thought.", he said.

Spike sneezed again.

"You have a chill.", Little Bear said.

"Just got it when I was in the rain.", Spike said.

"That was during the rain dance play, we should've let you out there.", Little Bear said. He went over to Spike's drawers, grabbed mittens and a scarf, and gave them to Spike. "These are for protection."

Spike took them from Little Bear. "Thanks, Little Bear.", he said.

Little Bear came back with a glass of water. "You have to drink this.", he said.

Spike drank the water.

"Then, it's time to take your temperature.", Little Bear said. He placed the thermometer in Spike's mouth and waited.

It was thirty seconds of silence and Spike spoke. "I think you make a very great doctor, Little Bear."

"You shouldn't talking with that thermometer in your mouth.", Little Bear said.

"Sorry.", Spike said.

Little Bear took the thermometer out of Spike's mouth and took a look at it.

"What does it say, Little Bear?", Spike asked.

"Interesting.", Little Bear said looking at the temperature. "It says: you should stay in bed until you feel all better." Little Bear got off the bed and headed for the door.

"You should keep yourself busy during the day while I rest, Doctor Little Bear.", Spike said. "You should waste any time."

"I'll be back to check on you, Spike.", Little Bear said closing the door behind him.

Spike pulled his sheets up to his chest and went to sleep.

"How's Spike doing?", Twilight asked.

"He's not feeling well, he's got the chills.", Little Bear said.

"When will he be better?", Pinkie asked.

"I don't know, any time maybe.", Little Bear said.

The rest of Spike's friends and Little Bear were checking on him to see how he's feeling. "What's going on?", he asked.

"Take a look outside, Spike.", Little Bear said leading Spike to the front door. He opened the door and all they can see is fresh clear air.

"Wow, this does look nice, it did stop raining.", Spike said. "Looks like it's time for me to stop resting."

"Yeah, you look fine to me.", Little Bear said.

Ep. 16 - Discord Meets Little Bear

Rarity was in her boutique designing a tuxedo for Little Bear along with her other friends. "You're first Grand Galloping Gala, I just don't believe it.", she said happily.

"So, what is the Grand Galloping Gala?", Little Bear asked.

"The Grand Galloping Gala is one of the biggest events in all of Canterlot.", Fluttershy said.

"Canterlot used to be my home town I grew in.", Twilight said.

"You grew up there?", Little Bear asked. "I thought you live here."

"I do.", Twilight said. "The princess of the day greeted me here to make friends, and these are the friends I accepted."

"She had a long journey ahead of her.", Rainbow Dash said.

"Interesting.", Little Bear said.

"Oh she did.", a voice said. "And yes, interesting in deed."

They jumped in surprise. "Who said that?", Pinkie asked.

"I did.", the creature said springing out of the ceiling. It was Discord, one of Fluttershy's old friend. "Oh boy, that was dangerous, I should have not go through up there."

"Hello, Discord.", Fluttershy said.

"Where did you come from?", Rainbow Dash asked. "Have you been up there this whole time?"

"I wasn't just up there for a long, and uh-- oooooh, who is this mysterious bear.", the draconequss asked taking a look at Little Bear.

"Discord, this is Little Bear.", Fluttershy said introducing the bear to Discord.

"Little Bear, huh? Do they call you that, because you are a small bear or were you just born with it?", Discord asked curiously. "just curious, not to be rude."

"I was just born with it.", Little Bear said.

"Uh, my apologies, Little Bear.", Fluttershy said. "He just gets into a lot of trouble sometimes." She turned to the strange creature with a glare. "Discord, don't even talk to Little Bear like that, it's completely rude."

"Oh, I'm sorry, Fluttershy. Please accept my apology.", Discord said. "So, you look fancy. Going out for a big dinner tonight."

"No, sir, I'm being taken to the Grand Galloping Gala for the first time.", Little Bear said.

"Oh really, in case if you're asking anypony, I'd love to.", Discord said getting close to Fluttershy.

"Oh... I'm sorry, Discord, but I've already asked Little Bear to come with me.", Fluttershy said. "Were you not invited?"

"Probably just lost in the mail, no big deal, it will come out any time soon.", Discord said. "Have fun at the gala, or I'll meet you there if I do get it." He disappeared in a flash of magic.

"Huh... weirdo.", Little Bear said.

At the gala, Little Bear was meeting Princess Celestia. "It's great to meet you, Princess.", he said.

"It's great to meet you to, Little Bear.", the princess said.

Little Bear took a close look at the princess. "You look similar to a pony who I saw in a dream, different color for fur, different color for shoes, and different color of everything.", he said examining the princess.

"And who is that pony?", Celestia asked.

"I think her name is--" Little Bear was interrupted by opening of the doors. Discord was with the smooze.

Fluttershy gasped, she knew that he'd be jealous if he sees her with Little Bear. "Lets find our table.", she said grabbing Little Bear's hand and pulling him to a table.

Twilight flew to him. "What are you doing here with the smooze?", she asked. "Do you remember what happened last time with that?"

"Now, now, Twilight, the smooze maybe an 'it', but he's a creature with a heart of... blob, I guess.", Discord said.

The smooze crawled around the carpet terrorizing the ponies who are enjoying the gala.

Twilight glared at the creature. "This night is really important to me and Little Bear, Discord, because this is his first gala. Keep it under control.", she warned.

"If you insist.", Discord said with a groan. "By the way, have you seen Fluttershy or Little Bear anywhere?" He looked around and saw them at a table, he made a smile and shook his hands with joy. He walked over to them and cleared his throat in a hard way to get their attention.

Fluttershy looked behind her and saw him there. "Discord, I thought you weren't coming.", she said.

"Turns out, I was invited after all.", Discord said.

"So, I forgot to ask you: how did you two met?", Little Bear asked.

"Meh, I'll tell you later..., Little Bear. Is that what they call you?", Discord said.

Suddenly, the smooze slid to the top of the table. Little Bear was surprised. "Um... what is this creature?", he asked.

"Oh, this is the smooze.", Discord said. "He's one of my friends back in college."

Fluttershy chuckled. "I've never seen with the smooze before.", she said. "Looks like you two are so close."

"Oh, we are close... very close.", Discord said. "Now, if you excuse, I'll be out of your way." They both walked off.

Little Bear was concerned about Discord. "No offence about your friend, Fluttershy, but he's kind of a weirdo.", he said.

"I know, he does act weird sometimes.", Fluttershy said.

Discord was leading the smooze to the door to that leads to the garden. "You know, smooze, I'm thinking of making this a party of one for a while, so wait out in the garden.", he said pushing the slime creature outside and closing the door behind him. After that, he went to see Little Bear and Fluttershy again. "Hey, Fluttershy, tell Little Bear that we bought two cakes instead of one, because that's how crazy we are when we're together."

"Um... we went to the store and bought two cakes.", Fluttershy said.

"Wow, do you two really need that much sugar?", Little Bear asked.

Then, all of a sudden, they heard a scream from the garden area. "Let me in!", the screamer said.

Twilight ran to the door and opened it. It was Rarity, she was covered in slime from the smooze. "That slimy creature took my jewels!"

The smooze slowly moved in the castle. "Discord, I thought I told you to keep it under control!", Twilight scowled.

"Oh, well, sorry, I have to much than to watch him all day.", Discord said.

Little Bear and Fluttershy stared at Discord, but they didn't say anything. Discord slowly grinned. "Alright, I'll take care of that." He revealed a vacuum and sucked everything that Rarity was wearing.

She slowly walked away as she covered herself.

Then, Discord lead the smooze to a closet. "You're making me look like a fool in front of Fluttershy, you have to stay out of my way while I take care of this.", he said as he traps his friend in the closet.

The smooze turned and saw a group of golden valuables.

Discord was on one of the chandeliers while he looked around the gala for Little Bear and Fluttershy. Then, he heard a giggle from Fluttershy.

"Oh, Little Bear, you are sweet.", she said she touched Little Bear's arm.

Discord's eyes lit on fire. He appeared on stage clearing up his microphone. "Check, check. Is this thing on?", he asked setting it up. "Good evening, fillies and gentlecolts, I just flew into Canterlot, and boy are my flying things tired."

Nopony laughed.

"My tired wings look good, because I can fly better than Twilight Sparkle, am I right?", he joked.

"Hey!", Twilight said.

Little Bear chuckled, then he looked Fluttershy which wasn't laughing. "Why aren't you laughing, Fluttershy?", he asked.

"Because, that wasn't funny, it was kind of mean.", Fluttershy said.

Discord disappeared and stuck his head through the brick wall. "Did you know that you always materialized out of thin air, what about thick air, what's the deal there?", he joked sticking his whole body out.

Nopony stilled laughed. "Tough crowd.", he said.

"What is he doing?", Twilight asked.

"I think they are jokes.", Rainbow Dash said.

Then, all of a sudden, the closet door shook. Twilight turned around and saw it shaking. "What's going on?", she asked.

The others turned around as well. "Uh oh...", Little Bear said.

The door burst open, slime from the smooze flooded the room.

Everypony ran in panic. Rainbow Dash tried to fly away, but her hooves were stuck. Twilight tried to use her powers on the ooze, but it didn't work. "My magic doesn't work on this ooze.", she said. "Can you try it?"

Celestia tried to use her magic, but slime covered it up causing it to not work. "I'm afraid not.", she said.

"Discord, why would you bring that thing here?", Twilight asked.

Discord floated around. "Oh, he's not that bad.", he said.

Fluttershy and Little Bear were stuck to a window with the slime. "This is all his fault.", Little Bear said.

"Me?", Discord asked. "What did I do?"

"You know what you did, you brought that giant blob here.", Little Bear said. An idea came to his head. "I think I have the antidote for him."

Discord widened his eyes in confusion. "The antidote?", he asked.

Little Bear strongly pulled his arm off the slime, took out a calming seed and threw it at the smooze. The smooze assembled back into a giant mountain again.

"It worked!", Twilight cheered.

"How did you know that could calm him down?", Fluttershy asked.

Discord gritted his teeth.

"Meh, I knew it all along.", Little Bear said.

Discord couldn't take it anymore. "Stop it! STOP IT! That's it! I'm done with you, Little Bear!", he yelled.

"Whoa, take it down a notch.", Little Bear said.

"A notch! A NOTCH!", he shouted. He scratched some air making a portal, he pulled Little Bear over and aimed him towards the portal.

"Hey, what are you doing?", Little Bear asked.

"Just sending you to another dimension.", Discord said. "I can't have you interfering in my relationship with Fluttershy anymore."

"Discord, stop!", Fluttershy yelled. "Why are you doing this?"

"You know what's going on, you stopped all over our friendship by inviting this... bear to the biggest night of the year, it feels like I don't matter at all!", Discord said.

"Did you really think I replaced you with him?", Fluttershy asked.

"Yes, because that's what you exactly did.", Discord said.

"No, Discord!", Fluttershy snapped. "I invited a friend to a party, I didn't replace you. What if you had somepony else with you. Would that mean we're not friends anymore?"

Discord scratched his head. "No, that means I have different friend for different things.", he said. "Wow, I guess I took a bit far, did I?"

"Do you think you owe somepony an apology?", Fluttershy asked.

"Of course I do.", Discord said closing the portal. He dropped Little Bear on a pillow. Fluttershy flew down and hugged her friend. Discord took out all of the valuables from the smooze to make him small again. "Little Bear, I'm sorry you got caught in my... uh... wrath."

"No worries.", Little Bear said.

Discord was giving an apology to the smooze. "I owe you an apology, smooze, I spent this whole night thinking about my feelings and never thinking about yours."

The smooze kissed him on the cheek.

"Looks like I'm starting to get use to this multiple friend thing.", Discord said.

"Yeah, I like this to.", Little Bear said. "Now, lets party!"

Ep. 17 - Rainbow Dash's Shortcut

Little Bear and Fluttershy, Rarity, and Pinkie Pie were picking berries for making a huckleberry pie. "The basket is almost full, Darling.", Rarity said.

"That's why I need to collect more berries for a huckleberry pie.", Little Bear said.

"Sounds delicious.", Fluttershy said.

"I'm getting hungry.", Pinkie Pie said.

"Me to.", Little Bear said as he picks up the basket.

"It's getting late.", Rarity said looking at the sun. It was almost down.

"And we got a long way back.", Little Bear said walking down the lane with his friends.

"Why not take the shortcut through the woods?", Pinkie Pie asked.

"What shortcut?", Little Bear asked.

"Rainbow Dash's shortcut.", Fluttershy said. "Don't you remember?"

"I think so.", Little Bear said.

"It's ok, Little Bear, I know the way.", Fluttershy said leading her friends into the shortcut.

They walked under low tree branches, Little Bear was still concerned about the shortcut. "Are you sure you know where we're going, Fluttershy?", he asked.

"Of course I do.", Fluttershy said. "It's this way." They went to the left lane by the tree.

Then, all of a sudden, there was a cold wind. "At least, I think it's this way.", Fluttershy thought.

"What if there's a tree goblin?", Rarity asked.

"There's no such thing as tree goblins, silly.", Pinkie laughed.

They kept walking. "I don't remember going this way.", Little Bear said.

"It just looks different, because it's getting late.", Fluttershy said.

The wind blew harder and harder causing a tree branch to tap on Little Bear's shoulder. He gasped. "Pinkie Pie, did you tap me on the shoulder?", he asked.

"No, I'm over here.", Pinkie said.

"Something tapped me on the shoulder.", Little Bear said looking back.

"Maybe it was a tree goblin.", Fluttershy said.

"I thought you said there's no such thing as tree goblins.", Little Bear said.

"If there were such a thing, this is where would live.", Fluttershy said.

They kept walking. "Did you know tree goblins have magic shoes?", Little Bear asked.

"How could shoes be magic?", Rarity asked.

"Because, they can walk all by themselves.", Little Bear said.

"I don't think so.", Fluttershy said.

"But, it's true, that's why tree goblins always lose their shoes, if you listen, you can hear them.", Little Bear said. "They go pit-pat, pit-pat, pit-pat."

Then, the pit-pat noise starts to come. Rarity darts her eyes back and forth. "Where's that coming from?", she asked.

"It's coming from over there.", Little Bear said pointing to the right.

"No, there.", Pinkie said pointing to the left.

"No, over this log.", Fluttershy looking over a log.

Then, something made them bounce over the log. "Something kicked me.", Little Bear said.

"It kicked me to.", Pinkie said.

They looked over the log and gasped. Two walking shoes jumped over the log. They chased Little Bear, Fluttershy, Rarity, and Pinkie Pie around trees. They jumped over the log and ducked before the shoes can see them again. They panted as they hid. "Do you think we lost them?", Pinkie Pie asked.

"I think so.", Little Bear said. "I've never ran that fast before."

The shoes jumped over the log and the travelers, but they didn't see them, they kept running down the lane. "They didn't see us.", Little Bear said.

Then, a tree goblin jumped over them, it was running after those shoes. It made Little Bear, Fluttershy, Rarity, and Pinkie Pie laughed. Then, it turned into an echo. "Did you hear that?", Rarity asked.

"Hear what?", Little Bear asked.

"That laugh.", Rarity said.

"Our laugh?", Little Bear asked.

"No, the laugh of a laughing tree.", Rarity said.

"I never heard of them.", Little Bear said.

"It grabs you and tickles you until you laugh.", Rarity said. "You have to tell a joke to it, or you'll never get away."

"There's no such thing.", Little Bear said.

They kept walking until they heard laughing, it was the laugh of a laughing tree. They turned around and saw it laughing. "What are you two doing in my woods?", the tree asked.

"Sweet Celestia, it's real!", Pinkie said.

"Wow, I guess you weren't kidding.", Little Bear said.

Then, the tree's branches grabbed Rarity, Fluttershy, and Pinkie by the back hooves making them hang upside down. "Hey!", Little Bear said.

The tips of the branches began tickling the bellies of the hanged ponies. "Tell it a joke, Little Bear, he's tickling me! Hahahahaha!", Rarity laughed.

"Make him stop, Little Bear, I can't stand it anymore! Hehehehehe!", Fluttershy laughed.

"Leaf them alone." Little Bear snickered. "Get it, 'leaf' them alone'?"

The branches let the ponies down and started laughing. "HAHAHAHAHAHAHA THAT'S FUNNY!", the tree laughed.

The travelers got away before the tree can grab them again.

They laughed at the joke Little Bear told earlier, then they found themselves at the same tree they found. "Oh man, we're back where we started.", Little Bear said.

"Looks like somepony was wrong.", Rarity said to Fluttershy. "You thought you knew the way."

Then, all of a sudden, Rainbow Dash jumped out of nowhere scaring Rarity. Rarity screamed and hid behind Little Bear's feet. "Rainbow Dash!", she scowled.

"And what's wrong with my shortcut?", Rainbow Dash asked.

"It's not good if you get lost.", Fluttershy said.

"It is good, you thought it was bad, because you took the wrong way.", Rainbow Dash said. "And it's not my fault."

"Can you lead the way home, Rainbow Dash?", Little Bear asked.

"Of course I can.", Rainbow Dash said leading her friends. "Follow me."

"There's nothing to be afraid of.", Rainbow Dash said.

"We saw a tree goblin.", Little Bear said. "It was scary, wasn't it, Fluttershy?"

"Yes it was, Little Bear.", Fluttershy said.

"And we saw a laughing tree.", Pinkie Pie said. "It was even scarier, wasn't it, Rarity?"

"Oh yes, Darling.", Rarity said.

"There's no such thing.", Rainbow Dash said. "What's really scary is the big black crow who lives in these woods."

"That's not scary as a goblin.", Little Bear said.

"It's the biggest bird who lives in these woods.", Rainbow Dash said. "It's big as a tree."

"Big as a laughing tree?", Fluttershy asked.

"Nope, even bigger.", Rainbow Dash said. "It's so big, that it's bigger than a house."

"Oh, that's big.", Little Bear, Rarity, Fluttershy, and Pinkie Pie said.

The wind kept blowing, berries dropped out of Little Bear's basket, a bird flew by. "We need to watch out for goblins.", Little Bear said.

"And laughing trees.", Pinkie Pie said.

"And giant crows.", Rainbow Dash said.

The mysterious bird landed by a berry that fell out of Little Bear's basket.

"Goblins."

"Laughing trees."

"And giant crows."

"Goblins."

"Laughing trees."

"And giant crows."

Then the five said, "Goblins, laughing trees, and giant crows, what could be scarier, nopony knows."

Then, they heard a squawk of a bird from behind. The five gasped. "Oh no.", Fluttershy said.

"That's not good.", Little Bear said.

"It could be--", Rainbow Dash said with a pause. She laughed.

And so did the rest of the five travelers. "Goblins, laughing trees, and giant crows, what could be scarier, nopony knows." They laughed as they ran back to the castle.

"We're back.", Little Bear said.

Twilight waited patiently at the front door. "Hello, you five.", she said.

"Look at the berries we collected.", Little Bear said giving the basket to Twilight. "We found a tree goblin, a laughing tree, and a giant crow."

Twilight looked in the basket and there was nothing. "Oh, where's your berries?", she asked. "I don't see any in here."

Little Bear saw the hole in the basket. "Oh no, my berries.", he said.

"Don't worry, I picked a few berries when I came home.", Twilight said. "I make pie already."

"Alright, it never took long to get back here, as long as we take Rainbow Dash's shortcut.", Little Bear said.

They heard the squawk of the crow one last time.

Ep. 18 - Little Sherlock Bear

Little Bear, the mane seven, and the CMC were all lined up to play leap frog. "Ready, girls?", Little Bear asked. He's the first to go.

"Ready when you are, Little Bear.", Fluttershy said.

Little Bear leaped over Twilight, he leaped over Fluttershy, he leaped over Rarity, he leaped over Applejack, then he leaped over Rainbow Dash. "Now it's your turn, Twilight.", he said.

Twilight did the same thing Little Bear did, then Fluttershy, then Rarity, then Applejack, then Pinkie Pie which accidently landed on Rainbow Dash instead of going over her.

Pinkie Pie bounced off and giggled at the rainbow pony. "Sorry, Dashie.", she said with a smile.

Rainbow Dash glared. "Can we play something else?", she asked.

"Why not hide and seek?", Twilight suggested. "That's always fun to play."

"Good idea, Twilight.", Little Bear said. "But, make things sure, you all can hide anywhere outside the castle and in Ponyville, but in the--"

"Pie!", Pinkie cheered.

Shining Armor and Cadence were bringing a gem pie on the wooden table. "No, Pinkie, hide, no hiding in the castle.", Rainbow Dash said.

"No, pie, on the table.", Pinkie said pointing at the pie.

"Oh.", Little Bear said.

"Hello, girls.", the blue maned-unicorn said.

"Hello, big brother.", Twilight said hugging her brother.

"That's Twilight's brother?", Little Bear asked.

"Yes.", Fluttershy said. "But, he doesn't live here, he lives in Canterlot."

"Little Bear, this my brother, Shining Armor, and this is my sister-in-law, Princess Cadence.", Twilight said.

"Please to meet you, Little Bear.", Cadence said.

"It's nice to meet you to.", Little Bear said. "We were just going to play hide and seek. You want to join us?"

"I wish we would, but he have a lot of plans for our vacation here.", Shining Armor said. "So, no thanks."

"Me and Twilight used to play hide and seek when we were little, but I'll pass, because me and my husband are going to clean the castle for you all.", Cadence said.

"Well, that's generous of you.", Rarity said. She looked at the pie and saw how sparkly it is. "Is that a gem pie?"

"Oh, I forgot to mention, that pie is for Spike.", Shining Armor said. "Where is he?"

"He's doing some chores at my farm with Big Mac.", Applejack said.

"Okay, make sure not to touch the pie, it's for Spike, also it's very hot.", Cadence said. She and her husband walked into the castle.

"Everyone hide, I'll count.", Little Bear said running to a wall of the castle. He counted away. The ponies ran off to hide. Rarity took a look at the pie, she wanted to take a bit of it before anypony could see her.

Little Bear heard the sound of tapping hooves on the wooden table, he stopped at eight and turned around seeing the white mare trying to touch the pie. "Rarity!"

Rarity jumped in surprise. "Hey, your peeking, Darling, you gave me a surprised me.", she said.

"That's Spike's pie.", Little Bear said.

Rarity giggled nervously. "I was... checking to see if it was cooling right.", she said waving her hoof up and down to cool it down.

"Alright, now leave the pie alone.", Little Bear warned.

"You have to start over, Darling.", Rarity said.

"What?", Little Bear asked.

"If you peek, you start all over.", Rarity said.

"Okay.", Little Bear said turning around and counted all over.

Rarity got behind the table, laid down on her back, grabbed a whole bunch of leaves, and buried herself in them.

Little Bear heard of flashing, but he didn't dare to look. He finished counting. "Ready or not, here I come.", he said. He looked at the table and saw that the pie was no longer there. "Oh no!"

Rarity screamed as she jumped out of the leaves.

"The pie is gone.", Little Bear cried.

"Oh my.", Rarity said.

Little Bear glared at Rarity. "Rarity, what did I just say a few seconds ago.", he asked.

"I didn't take it, I swear.", Rarity said.

"Are you sure?", Little Bear asked. "Because, I heard the sound of flashing."

"I didn't take it, all I did was bury myself in leaves, I was trying to hide, but you frightened me.", Rarity said.

"Then, we should find out who did.", Little Bear said.

"Yes, you must look for clues, you must, you must, YOU MUST!", Rarity said.

"Clues?", Little Bear asked. "Like who else took the pie?"

"That is one, except I didn't take it.", Rarity said.

"Ok, lets look for some more clues.", Little Bear said as he and Rarity began searching.

They looked down a street of Ponyville near Sugarcube Corner. "You can look for crumbs or hoof prints.", Rarity said.

Little Bear saw a purple feather lying on the ground. "I found a feather.", he said.

"What does a feather prove?", Rarity asked.

Little Bear found another one on a bush. "Here's another one.", he said as he grabbed it. He didn't know it was attached to Twilight. She screamed and jumped out of the bush.

"Whoops, sorry, Twilight.", Little Bear said. "I thought you were a clue."

"Really?", Twilight asked.

"Yeah, and there's one on your face.", Little Bear said pointing at the princess's face.

"There's is?", Twilight asked. She licked it and tasted it to see what it is. "Oh, it's raspberry juice. Why do you ask?"

"Somepony took Spike's pie.", Rarity said.

"Somepony took Spike's pie?", Twilight asked.

"Yes, and it looks like we found out who took it.", Rarity said.

"I didn't take it, this is a raspberry bush.", Twilight said pointing at the bush.

Little Bear took a look at the bush and found a few raspberries. "You're right, Twilight, you do have raspberry juice on your face.", he said as he licked some of it off Twilight's face.

Twilight laughed as it tickled. "I do.", she said as she blushed. "So, who took it?"

"We're figuring it out.", Little Bear said.

They heard a moan from Fluttershy near a pond. She put her left hoof in and sighed. "Ah, that's better.", she said relaxing.

Rarity popped behind her. "Aha!", she said.

Fluttershy jumped in fright. She landed her left hoof on the ground. "Ow!", she cried.

"What's wrong?", Twilight asked.

"I burned my hoof.", Fluttershy said.

"Yeah, touching a hot pie and stealing it from Spike.", Rarity said.

"I did not.", Fluttershy said.

"Fluttershy, let me see.", Little Bear said taking her hoof and looking at it. "Fluttershy has a thorn in her hoof." He pulled it out.

"Thank you, Little Bear.", Fluttershy said. "So, what's about this Spike's pie being stolen?"

"We're trying to figure out who stole it.", Little Bear said.

"If it wasn't Twilight or Fluttershy, then I assume it would be Rainbow Dash, Pinkie Pie, or Applejack.", Rarity thought.

They went to their favorite picnic spot. "Look over there at that tree.", Fluttershy said running to the tree. All she found was a hat. "Oh, it's just a hat."

"But, it's not just any hat, that's Applejack's hat.", Little Bear said. "Good job, you found a clue."

"Thank you, Little Bear.", Fluttershy said. "But, if her hat was right here, then where is she?"

"It fell off when I was climbing a tree.", Applejack said. She wasn't alone, she was with Pinkie Pie and Rainbow Dash hanging on to the branches of the tree. "Did y'all say somepony took Spike's pie?"

"Yes, and maybe one of you three took it.", Rarity said.

"None of us stole it.", Rainbow Dash said.

"What about Pinkie Pie?", Rarity asked. "She normally eats all of the good sweets."

"I know it's Spike's pie, I know that it belongs to him.", Pinkie Pie said.

"And I don't even eat gems.", Applejack said.

"Here's your hat back, Applejack.", Fluttershy said putting the hat on Applejack's head.

"Thanks, Fluttershy.", Applejack said.

"Maybe, somepony must have taken it into the castle.", Twilight thought.

"Lets go back to the castle and see.", Little Bear said.

They went back to the castle and entered it. They saw Starlight with a plate and fork, they now think that she took Spike's pie. "Hello, girls and Little Bear.", the pink unicorn said.

"Well, then, there's your pie thief.", Rarity said.

"Excuse me?", Starlight asked.

"Starlight, that was Spike's pie.", Little Bear said.

"I know that.", Starlight said.

"Then, why are you eating it?", Applejack asked.

"Because, I offered her a piece.", Spike said at a table.

"Spike, you're back.", Little Bear said.

"So, what's going on?", Spike asked.

"We thought someone stole your pie.", Little Bear said.

"Oh no, I saw it and I told Starlight to bring it to me and we went into the castle, it was so good, I figured I wanted a piece.", Spike said. "Now, it's on me, you all can have a slice."

They all cheered with joy.

Ep. 19 (Re-creation) - Little Red Riding Mare

It was a rainy day out in Ponyville. Little Bear, Twilight Sparkle, Starlight Glimmer, Applejack, Fluttershy, Rarity, Pinkie Pie, Rainbow Dash, Apple Bloom, Sweetie Belle, Scootaloo, and Spike were in the house of Sweet Apple Acres. They watched the rain outside the window. "What stormy weather we have right now.", Little Bear said with his hands to his cheeks.

"You said it, Little Bear.", Twilight said.

"I guess we won't be out there playing ball.", Pinkie said sadly.

Spike was groaning on the couch as he felt so bored, because the rain wasn't fun to him. "I am so bored!", he snorted. "How come we can't go outside yet?!"

"Because, we'll get wet if we go out there, Spike.", Little Bear said.

"Yeah, it's not good for your health to be out in the rain.", Fluttershy said.

"Well, it better end soon.", Spike groaned. "I'm about to climb the walls."

"Spike, will you just chill out?", Scootaloo asked. "If you're so bored, then think of something to do."

"I will think of something to do.", Spike said. "It's on my 'bored' of boredom."

"Maybe a card game?", Rainbow Dash asked.

"Nopony brought cards, Rainbow.", Rarity said.

"Lunch?", Apple Bloom asked.

"We just ate, Apple Bloom.", Applejack said.

"I would go for a nap.", Little Bear said.

"Aw, but that's boring.", Sweetie whined.

"Sweetie Belle, don't offend Little Bear.", Rarity said. "He's not saying we all can take a nap, if he wants to take a nap, he can."

"I have to go with Little Bear on this one, I would go for a nap too.", Applejack said.

"Yeah, but we're trying to decide what we all should do.", Starlight said.

"If there's anypony who's bored, the mare of story time is here.", Granny Smith said, entering the room with a grin.

"Oh, hi, Granny Smith.", Little Bear said. "Uh, did you say something about story time?"

"I sure did, youngin.", Granny said. Whenever there's a storm, I would tell Applejack, Apple Bloom, and Big Mac stories." She sat down in her rocking chair. "Would y'all like to hear one?"

"Sure, Granny.", Little Bear said. "Grandmother Bear tells me stories all the time."

"Oh, I bet you will like mine, Little Bear.", Granny said. "And this is one of Apple Bloom's favorite fairy tales, Little Red Riding Mare."

"Yes, I was hoping you would bring that up, Granny.", Apple Bloom cheered happily.

"Little Red Riding Mare?", Little Bear asked. "I think you mean Little Red Riding Hood."

"Ah yes, of course.", Rarity said. "Because you live in a different world where everything is different from ours."

"That's right, Rarity.", Little Bear said.

"Alright, lets get started with the story.", Granny said.

Once upon a time, Little Red Riding Mare was galloping on the path and through the forest where her grandma lives. She sang a little tune while she held a basket of cookies in her mouth. She was told by her mom that she was not allowed to stop to talk to any creature in her path.

Therefore, the big bad wolf spotted her behind a bush. She jumped right in front of her and shouted, "Cookies!"

"I'm sorry, but these cookies are for Grandma.", Little Red said, passing through the wolf.

"Oh, my apologies for getting in your way and scaring you.", the wolf said.

"That's alright.", Little Red said. "Tell you what, I'll share with you next time when I come here."

As the wolf watched Little red gallop away into the path. He thought of a perfect way to get those cookies. He's going to sneak into her grandma's house and take her place as being her personality.

When Little Red reached her grandma's house, she knocked on the door. "Grandma, I'm here.", she sang happily. She didn't hear a reply. She knocked again. "Grandma, can you hear me? I thought you would be awake in this time of day." She entered the house and looked around. "Grandma, where are you?"

"I'm in here.", a voice said. It came from the bedroom.

Little Red entered the bedroom and saw the figure that looked like her grandma in the bed. "Grandma, is that you?", she asked.

The figure nodded, but didn't say anything.

Little Red got a little closer. She needed to figure out who the figure is. "What big eyes you have, Grandma?", she asked.

"The better to see you with, my dear.", the figure said.

"What big ears you have, Grandma?", Little Red asked.

"The better to hear you with, my dear.", the figure said.

"What big mouth you have, Grandma?", Little Red asked.

"The better to eat your food with!", the figure shouted, jumping out of the covers. It was the wolf. He jumped over to Little Red, but the mare dodged him.

"You?!", Little Red asked, screaming. "What have you done with my grandma?! Did you eat her?!"

"She's alive, but I have her hidden somewhere you'll never find her.", the wolf said, scheming.

A bear in a lumberjack outfit barged in the room, holding an axe. "Stop right there, you menace!", he shouted, pointing to the wolf.

"Oh dear.", the wolf said. "It's the lumberjack of the forest."

"What did you do with that old lady you kidnapped?", the lumberjack asked.

"Ok, she's in that wardrobe.", the wolf said, cowering in fear and pointing at a wardrobe against the wall.

The lumberjack walked over to the wardrobe and opened it up, seeing Little Red's grandma tied up. He used his axe to cut the rope and set the old mare free.

"You schemer!", the grandma bellowed. "I can't believe you snuck into my house and tied me up! You were going to eat my granddaughter!"

"Please, ma'am.", the wolf said. "I don't want any trouble. Please give me another chance, I promise I'll never harm anypony again."

The grandma took a deep breath and calmed down. "Alright, I'll give you another chance.", she said. "Stay away and keep away from my property, until you learn your lesson on not harming anypony who enters the forest."

"Yes, ma'am.", the wolf said.

Little Red, the grandma, and the lumberjack bade the wolf farewell.

"Here.", Little Red said, handing the wolf a cookie. "I want you to have one while you're on your exile."

"Thank you so much, miss.", the wolf said. He pecked the little mare on the cheek and ran off into the forest.

Little Red and the lumberjack headed into the house with the grandma and enjoyed their afternoon.

Granny Smith had finished the story. "The end.", she said.

"Wow, your a pretty great story teller, Granny Smith.", Little Bear said. "Even though it's different from the story that's from my world, it's still pretty good."

"I'm glad you liked it, Little Bear.", Twilight said.

"Anyways, I made apple pie before I came to y'all.", Granny said. "Who wants a piece?"

"I'd like one.", Little Bear said. "Listening to the story has gotten me hungry. for pie."

Ep. 20 - Snowball Fight

It was a snowy day in Ponyville. Little Bear is watching the snow out the window. "Do you want to go outside, Twilight?", he asked.

Twilight sighed. She was reading a book on the couch. "I wish I could go out with you, Little Bear, but I can't.", she said.

Little Bear walked over and sat down on the couch. "It's a nice snowy day, isn't it?", he asked.

"I need to finish this research, Little Bear.", Twilight said.

"What are you looking up?", Little Bear asked.

"Just Equestrian history and stuff.", Twilight said. "You can go on without me, Little Bear, I'll catch up once I'm done."

"Ok.", Little Bear said. He grabbed his scarf and headed out the door. Once he was out, he saw Applejack with her wooden sled. "Hey, Applejack."

"Hey, Little Bear.", Applejack said. "You want to ride on my sled?"

"Sure.", Little Bear said. "Did you just buy that sled?"

"Nah, I had this hidden in the barn for a while.", Applejack said.

"We should ride this down the mountain.", Little Bear suggested.

They found a mountain and prepared themselves on the sled. "Are you ready, Little Bear?", Applejack asked.

"Ready, Applejack.", Little Bear said. He kicked back in the snow and they rode down the mountain, they turned to the right, then they turned to the left. They stopped.

"Woo.", Applejack cheered. "That was fun."

"It sure was.", Little Bear said. "Do you want to build a snowpony?"

"Yes.", Applejack said. "Lets put the sled back in the barn and we'll get started."

They head back to the barn and placed the sled back where it needs to be. Applejack got to work on the snowpony.

Little Bear made a snowball. "What should we find for the eyes and nose?", he asked.

"We'll find something, Sugarcube.", Applejack said.

An idea got into Little Bear's brain, he looked at his snowball and raised an eyebrow. He threw his snowball at Applejack's tail. "Bull's-eye!", he cheered.

"Hey!", Applejack said.

"Gotcha, Applejack.", Little Bear said. He flew snowball hit him in the back.

It was Rainbow Dash, who was laughing. "Got you, Little Bear.", she snickered.

"Rainbow Dash!", Little Bear said. "You surprised me."

Applejack made a snowball and threw it at Little Bear. "Surprise!", she laughed.

It hit Little Bear in the back. "Hey!", he said.

"Good shot, Applejack.", Rainbow Dash encouraged.

"Come on, Rainbow Dash, be on my team.", Little Bear said.

"Two against one, huh?", Applejack asked.

Pinkie Pie came running into the game between the three friends. "Can I be on your team, Applejack?", she asked.

"Pinkie Pie, heads up.", Rainbow Dash warned as she threw a snowball at her pink friend.

Pinkie jumped, dodging the ball and sliding backwards. She almost slid into Rarity, who was walked towards the friends. "My goodness.", she said. "What is going on here?"

"Come on, Rarity and Pinkie Pie, you two are on my team.", Applejack said. A snowball hit her in the shoulder.

"Good one, Rainbow Dash.", Little Bear said.

Applejack and Rarity hid behind a log near the barn, and Pinkie Pie didn't hide at all. A snowball flew toward her, but it missed. "Missed me.", she teased. Snowballs came flying at her, she hid behind the log with Applejack and Rarity.

Fluttershy landed near the three friends hiding behind the log. "What's going on?", she asked. She flew into the air as she saw a snowball coming at her. She landed back down. "Can I play?"

"Yes, you're on our team, Fluttershy.", Applejack said.

"We need all the help we can get.", Pinkie Pie said.

The players started tossing snowballs at each other. One hit Applejack in the shoulder. Pinkie Pie accidently threw one in the air and it landed on Fluttershy. Pinkie giggled. "Sorry, Fluttershy.", she said.

Applejack got hit in the shoulder with a snowball again and she threw one in Little Bear's face.

Rainbow Dash laughed. She had a group of snowballs in front of her.

Rarity threw a snowball at Rainbow Dash's snowballs and snow splattered right into Rainbow Dash's face. "Hey!", she said.

"I got her.", Rarity said, shaking her flanks.

"You got her!", Pinkie cheered. She threw a snowball in the air and it landed on Rarity's head.

"Not at me, Pinkie, at them.", Rarity said.

Pinkie began to throw snowballs at her own teammates, including Applejack, and the other players. She tried to throw some at Fluttershy and Rarity, but she kept missing.

"Pinkie!", Rarity said.

"This is fun.", Pinkie said. She threw a snowball at a tree branch covered in snow and the snow fell all over Little Bear and Rainbow Dash.

Pinkie wanted to throw her last snowball, but the others stared at her. "What?", she asked.

"Pinkie!", Applejack said. She got hit in the back with a snowball. "What in the-", she started as she turned around to see who hit her.

It was Big Mac, who was laughing when he targeted Applejack's back.

"Hey, Big Mac.", Little Bear said.

"Aha!", Applejack said. She made a snowball and charged at her brother. "CHARGE!"

"CHARGE!", the gang said, grabbing snowballs and tried to hit Big Mac as well.

Big Mac threw a snowball at Applejack, but he missed her. He ran at Applejack and tackled her while he shoved snow in the back of her neck. The others joined in as they tackle piled Applejack and Big Mac.

They all stopped and took a breather. "That was a great snowball fight.", Applejack said.

"It sure was.", Little Bear said. He tummy rumbled. "I'm hungry."

"Me to.", Applejack said.

"Lets go back to the castle and make some hot soup.", Rainbow Dash said.

Little Bear licked his lips. "Sounds good.", he said.

Ep. 21 - Prince Little Bear

Little Bear, Rainbow Dash, Rarity, Applejack, and Fluttershy were at a pond near Ponyville. Rainbow Dash was napping on a rock in the pond, Rarity was throwing stones in the pond, Applejack was putting wooden sticks in the ground, Fluttershy was sitting on a log with Apple Bloom, and Little Bear was picking sunflowers. He picked a bunch and brought them to Fluttershy. "What do you want to play now, Fluttershy?", he asked.

"I don't know, Little Bear.", Fluttershy said. "What do you want to play?" She took the flowers and began putting them into a necklace.

Little Bear thought for a moment. "I know, I'll be Father Bear, you be Mother Bear, and Apple Bloom will be me.", he said.

"I can't be Little Bear, you're Little Bear.", Apple Bloom said.

"It's just pretend, Apple Bloom.", Little Bear said.

"Besides, we can't be married.", Fluttershy said.

"Why not?", Little Bear asked.

"Because, I'm a princess.", Fluttershy said putting the flower necklace around her neck. "And princesses can only marry a prince."

Then, Little Bear thought of another idea. "Okay, I'll be a prince then.", he said bowing to Fluttershy.

"A prince has to be very brave.", Fluttershy said.

"I'm very brave.", Little Bear said lifting his chest up to make him look strong.

"And a prince has to go on adventures.", Fluttershy said. "Very dangerous adventures."

"I am Prince Little Bear, and I love dangerous adventures.", Little Bear said with a brave voice. "Can't a king make me a prince?"

"Not exactly.", Fluttershy said.

Little Bear got confused. "What do you mean?", he asked.

"Kings and queens are evil in this world.", Fluttershy said with fear in her voice.

"Kings and queens are evil in this world?", Little Bear asked.

Fluttershy nodded.

"Why?", Little Bear asked.

"They just want to get Equestria for themselves.", Fluttershy said.

"Well, I guess I should have Princess Celestia make me a prince.", Little Bear said.

Fluttershy giggled. "Silly Little Bear, she's in Canterlot right now.", she said.

"No I'm not, I'm right here.", Celestia said from behind. She had Little Bear stand in front of her. "I shall have you do a quest."

"What kind of quest?", Rarity asked.

"Little Bear wants to be a prince.", Fluttershy said.

"And here's the thing for you, Darling.", Rarity said. She began to think that she's the princess, she sat down on the grass, laid down on her back and closed her eyes pretending she's put in a sleep spell.

"Rarity, what are you doing?", Little Bear asked.

"I'm a princess, and I have fallen under an evil spell.", Rarity said.

"Rarity, I'm the princess.", Fluttershy said.

Rarity sat up. "Oh, sorry.", she said.

"So, what's my quest?", Little Bear asked.

"You must find a pot of gold.", Celestia said.

"Where shall I find this pot of gold?", Little Bear asked.

"Up the steepest mountain, through the deepest forest, and into the darkest cave.", Celestia said. "There awaits the pot of gold that's guarded by an evil fire-breathing dragon."

"I can be the dragon.", Rainbow Dash said. She made the loudest roar she had ever roared.

"Here is a magical stick that will lead you the way.", Celestia said handing out a wooden stick.

"Here's a little something to remember me by.", Fluttershy said removing her necklace from her neck and placing it around Little Bear's.

Little Bear was set for his quest, and there he went. "Up the steepest mountain, through the deepest forest, and into the darkest cave. He went over mountains and through forests, then he found a tree stump that's like the darkest cave. "Hello in there.", he said. "I'm on a quest for the royal pot of gold."

Then, he heard a roar from inside. He ran to his friends. "It's the dragon!", he cried.

But, it wasn't an actually dragon, it was Rainbow Dash who came running out of the tree stump.

"Rainbow Dash!", Little Bear said.

"I told you I was going to be the dragon.", Rainbow Dash said.

"Well, I guess I can't be a prince.", Little Bear sighed.

"Kneel to me, Little Bear.", Celestia said.

Little Bear ran up to the princess and kneeled in front of her.

Celestia took out her wooden stick and levitated it over Little Bear's shoulders. "I shall decree you, Prince Little Bear.", she said with pride.

"Now, will you marry me, Princess Fluttershy?", Little Bear asked.

"Yes, but I should get going, it's getting late.", Fluttershy said. "Goodbye, everypony." Then, off she ran.

"Goodbye, maybe tomorrow.", Little Bear said.

The field has been cleared. At that very moment, Rarity did the same act earlier before Little Bear would go on his quest. "I'm a beautiful princess, under an evil spell.", she said.

Little Bear still didn't accept the act. "I shall go up the steepest mountain, through the deepest forest, and into the darkest cave.", he said running off into the field.

Poor Rarity groaned.

Ep. 22 - Follow The Leader

Little Bear, Twilight, Pinkie Pie, Rainbow Dash, Applejack, Fluttershy, Rarity, Starlight, Trixie and Spike are sitting in a circle, playing duck duck goose at the field. Rainbow Dash is the goose, she use one wing to tap her friends' heads. "Duck, duck, duck, duck, ...goose!", she said tapping one wing on Trixie's head.

Trixie gets up on her hooves and starts chasing Rainbow Dash around the circle.

Rainbow Dash sits down before Trixie can catch her. "Well then, that's part of the rules, now I'm the goose.", she said.

"Looks somepony knows the rules already.", Rainbow Dash said.

"You think we should take a break?", Trixie asked. "It's too hot to run around in circles." Her head was sweating as she fell flat on her back.

The sun was beaming down so hard, it's causing the group of friends to get heated. "It is too hot.", Fluttershy said. "What should we do?"

"We can go for a swim.", Little Bear suggested.

"That sounds like a great idea.", Twilight said. "It will cool us off."

"The lake is a fifteen minutes away.", Rarity said.

"Fifteen minutes is too far for us to walk there.", Starlight said.

"A way to get there, lets play Follow The Leader.", Little Bear said.

"Okay.", Pinkie Pie said.

"That sounds like fun.", Spike said.

Little Bear moved his arms and lifted his legs up and down.

"Count me in.", Pinkie Pie said, joining Little Bear.

"Me to.", Applejack said, joining the two.

The rest of the friends joined in. "Are you coming, Trixie?", Starlight asked.

"Nope, I'm going to stay right here, and there will be no way for you to convince me.", Trixie said.

The line walked off without her. "Alright, we'll see you later.", Little Bear said.

Trixie watched in jealousy as the group walked off.

It's been a few minutes since they've been walking, then they came to a stop. "Everybody, join hands... or hooves, because you guys are ponies except Spike.", Little Bear said.

"What for?", Twilight asked.

"Because, we have a mountain to climb, a steep snow-covered mountain, it will be really beautiful.", Little Bear said.

"We better hold on tight.", Fluttershy said. The group took each and every hoof.

"Ready, team?", Little Bear asked.

"Ready.", the group said.

"Wait!", a voice said. It was Trixie, she was running after the line. "I'll play, but this better be fun."

"They walked over the hill and back onto flat ground. "Good lord, that was tiring.", Trixie mumbled. "Are we at the pond yet?"

"Not yet.", Spike said. "I'm the leader now, follow me."

The group stumbled upon a log. "Oh my gosh, it's very dark in there.", Pinkie Pie said.

"Most caves are, Pinkie.", Spike said, walking in.

"Is this a cave?", Twilight asked.

"Yes.", Spike said. They all crawled carefully through the log, now they made it out to the other end.

"That was a good one, Spike.", Rainbow Dash said.

"Who wants to lead now?", Little Bear asked.

"Me!", Pinkie said. "I'm next."

"Where to, Pinkie?", Applejack asked.

Pinkie thought for a moment. "I know, follow me.", she said, leading the group.

"Everybody, follow Pinkie.", Little Bear said.

Pinkie got a river and stood on one of the rocks. "Everypony, get on these rocks.", she said.

"What's so special about the rocks?", Rarity asked.

"No, there is a giant serpent living under water, and we're standing on it's back.", Pinkie said.

The group got on to every rock they can stand on. "And it's taking us for a ride, hang on.", Pinkie said.

They imagined that the head of the serpent sprung out of the water and swam into the sea. After that, the group got off every rock. "Starlight, you be the leader.", Trixie said.

"Alright, there's a big mountain right in front of us, so I suggest we get to the top and we roll down it.", Starlight suggested.

"Sounds fair to me.", Twilight said.

The group got to the top and they began to roll down the hill. Then, all of a sudden, they rolled into the hug lake they wanted to go. "We made it.", Fluttershy said.

"We sure did.", Little Bear said.

"Well, I guess there's only one more leader there has to be.", Applejack said.

"And who's that, Applejack?", Rainbow Dash asked.

"Me.", Applejack said. "Jump in!" She jumped into the lake, and so did the rest of the group. They laughed and splashed and played in the water as all they could.

Ep. 24 - Auntie Rarity

Rarity was organizing her Boutique, she fixed her bed and dusted the walls and shelves. After she was done, she set up a table and placed the plates and cups on edges of it. She was cooking a soup, she scooped up a little bit of it and sipped it. "Taste delicious.", she thought. She grabbed her broom and began sweeping up the place.

Then, Little Bear arrived. He knocked on the door and greeted the white unicorn. "Hello, Rarity, would you like me to help pick peaches?", he asked.

"Sure, Little Bear.", Rarity said. They began picking and an idea flew into Rarity's head. "Hey, Darling, since your helping, do you want to be my nephew?"

Little Bear looked surprised, he never heard of a weird thing that Rarity would say. "Um, sure, Rarity.", he said. He got down with all of the peaches he picked and gave them to Rarity. "Fruity and delicious, aren't they?"

"They sure do.", Rarity said, taking the peaches with her magic. "Now, that were all finished, do you want spend some time at my boutique?"

Little Bear nodded and followed Rarity into her boutique.

Rarity closed her door and got Little Bear safe at home. "So, what do you want to do first?", she asked.

"I don't know.", Little Bear said. "What do you and Sweetie Belle like to do when you're not working?"

"We play with each other.", Rarity said. "Maybe, play some hide and seek?"

"That could be one we could do.", Little Bear said. "I'll count and you hide."

Rarity nodded and ran off, giggling and trying to find a place to hide from Little Bear.

Little Bear turned around and began counting. "One, two, three, four, five, six, seven, eight, nine, ten! Ready or not, here I come.", he said. He looked in the closet, he looked under tables, he looked around corners, but no Rarity. He looked in Rarity's bedroom and saw a huge lump on a bed. Could that be Rarity? He creped over to the bed and removed the covers to spot the sneaky white mare. "Gotcha!"

Rarity laughed. "You caught me.", she said. "You know, you're like my little Spikey-Wikey whenever we spend time together." She bit her lip and her face turned red. She got close to Little Bear and whispered. "Don't tell Spike I told you that, he could get jealous."

"I thought the same thing.", Little Bear said. "And don't tell Fluttershy I'm spending time with you, she could get jealous as well."

"I know, we both don't want creatures full of jealousy.", Rarity said.

"Have you ever been jealous of anyone?", Little Bear said.

"Well, it happened a long time ago, long story, no need to get into it.", Rarity said. "So, what else should we do next?"

Little Bear shrugged. "I don't know, I was thinking that you should come up with the ideas.", he said.

Rarity paused and looked at Little Bear's tummy. She gave him a smirk. "Are you ticklish, Little Bear?", she asked.

Little Bear's eyes widened. "What?", he asked.

"Are you ticklish?", Rarity repeated.

"Why?", Little Bear asked.

"Because, I want to tickle you.", Rarity said.

"Um... okay.", Little Bear said.

"It's your tummy I want to tickle.", Rarity said, touching the bear's stomach.

"So, how are we going to do this?", Little Bear asked.

"I could have you lay down on the floor and I'll tickle your tummy.", Rarity said. "Is that okay?"

"Sure.", Little Bear said.

Rarity lead Little Bear into the living room and had him lay down on the floor. He put a pillow under Little Bear's head and sat in front of his belly. "Can I feel your belly before we start?", she asked.

Little Bear nodded and relaxed his head into his pillow.

Rarity put a hoof on Little Bear's hairy belly and moved it around, soft and smooth, feeling the hair on Little Bear's belly. "Shall we get started?", she asked.

"Yes.", Little Bear said.

Rarity put both hooves to the bear's belly and dug into it, causing Little Bear to laugh.

"Hahahahahahahahaha.", Little Bear laughed.

"Coochie Coochie Coo.", Rarity teased.

After a whole ten minutes of tickling, Rarity finally stopped and Little Bear caught his breath. "Did you have fun?", the white unicorn asked.

"Yeah.", Little Bear said.

"Alright, I think that's enough fun for now, Little Bear, my parents will be here in thirty minutes for lunch.", Rarity said.

"You have parents?", Little Bear asked. " Is that what the soup and set up table was for? You never told me about them."

"They live in Canterlot.", Rarity said. "And yes, it was for them, and Sweetie Belle as well."

"Oh, that makes sense.", Little Bear said. "Well, I should be on my way." He ran out and headed off into Ponyville.

Rarity waved at him. "See you later, Little Bear.", she said. Today was their best play date ever.

Ep. 25 - Between Friends

Little Bear was sick in Fluttershy's bed, he had a band wrapping around his head. Fluttershy came in with a bed-table with ice cream and a pot of flowers on it and set it on the bed. "How are you feeling, Little Bear?", she asked.

"My jaw still hurts.", Little Bear said.

"Well, have some ice cream, that will make your jaw feel better.", Fluttershy said.

"Thanks.", Little Bear said. He took the spoon and took a bite of ice cream. He gave Fluttershy a wink and took another bite.

"Did that hurt?", Fluttershy asked.

Little Bear shook his head. "I wish I wasn't sick, Fluttershy, I want to play with our friends.", he said. "They're worried about me, aren't they?"

"I know, and they are worried about you.", Fluttershy said. "Get some rest, it always makes me feel better." She kissed him on the cheek.

"Ow.", Little Bear said, grabbing his face.

"Oops, sorry.", Fluttershy said, blushing. She left the room. Then, she went to do her laundry.

Little Bear tucked himself deeper into the bed and slowly closed his eyes. Then, he heard a tapping at the window, he looked and saw Spike climbing in. "Spike.", he said. "What are you doing here?"

"I was checking to see if you were ok.", Spike said.

"My jaw hurts.", Little Bear said.

"Does it hurt?", Spike asked.

"A little.", Little Bear said.

"I have a present for you.", Spike said. He revealed the present to Little Bear. "It's a book I wrote."

"Can I see it?", Little Bear asked.

"Yeah.", Spike said, climbing into the house and handing the book to Little Bear.

"What's it called?", Little Bear asked. He opened up the book and looked at the pages.

"It's called Between Friends, which shows all the times you and Fluttershy had together.", Spike said. "Like when I introduced you to my friends, and when you helped her play hide and seek when she didn't know what to do, and when Fluttershy was baby sitting those baby ducks."

They laughed.

"Ow.", Little Bear said, touching his cheek.

"Are you ok?", Spike asked.

"My jaw hurts when I laugh.", Little Bear said.

"And also that moment when Pinkie Pie had a party at Sugar Cube Corner when we were pretending we were eating some things.", Spike said.

"Little Bear.", Fluttershy called. She spotted Spike at the window. "Oh, hello, Spike, what are you doing here?"

"I wrote Little Bear a book about the times you and him had together, and I wanted to give it to him.", Spike said.

"Oh, that's really sweet.", Fluttershy said, looking at the book. "You should go home now, Spike, I'll let you know when Spike's feeling better."

"Thanks, Fluttershy.", Spike said. "See you later, Little Bear, get well soon." He left the window.

Ep. 26 - Picnic On A Mountain

"Oh boy, such a great day for a picnic.", Little Bear said. He and the ponies were walking to the mountain in the fields. He was carrying the picnic basket filled with delicious food.

"You know what, Little Bear, it is.", Rainbow Dash said, happily flying above her friends and the bear.

"That's right.", Twilight said. "The sun is bright, the flowers are blooming, everyday is a sunny day."

"Well, not every day.", Spike said. "There are some days where you might get allergies from flowers that you might be allergic to."

Applejack and Rarity looked at each other. "He does have a point.", the orange cowgirl pony said.

"Agreed.", Rarity said. "I do sneeze a lot at some many things, but I'm not allergic to flowers. As for my sister, she's allergic to flowers."

"I hope there's some many leaves.", Pinkie Pie said, hopping at the same paste as her friends are walking.

"I thought you were looking forward to playing games on the mountain.", Starlight said. "What were you thinking, Duck Duck Goose?"

"Angel Bunny would be enjoying this by now, he loves playing games at a picnic.", Fluttershy said.

"How long do you guys want to be at the mountain for?", Little Bear asked.

"I don't know, maybe before sunset.", Twilight said.

While they were heading towards the top of the hill, Spike was getting tired, his legs were getting numb and his feet are getting sore. "How much long are we even going to make it to the top?", he asked.

"Not for a while, Spike.", Little Bear said.

"Well, I don't know how much longer I'm going to walk up to the very top, I need to rest, you go without me.", Spike said.

"But we're almost there.", Twilight said.

"We can't just leave you here.", Fluttershy said.

Little Bear scratched his head, then an idea popped in his head. "How about you go on Applejack's back.", he suggested.

"I can't see why not.", Applejack said. She walked up to Spike and lifted her back for Spike to jump on. "My back's all yours, Spike."

Spike hopped on the orange earth pony's back and off they walked. "I'm light as a feather.", he remarked.

"Well, nearly.", Applejack said.

They finally reached the top of the mountain. After that, they went over to a cliff and looked across the view, there were hills everywhere. "Oh my gosh.", Rainbow Dash said. "Look at that."

"We're up so high.", Fluttershy said, happily.

"I can almost touch the sky.", Spike said.

Then, there was a slow and smooth wind. "Doesn't wind feel good?", Little Bear asked.

All of a sudden, the wind started to take Applejack's hat away, it blew off her head and it was now flying through the air. "Oh my, my hat!", she cried.

"Oh no!", Little Bear gasped. "After that hat!"

They began chasing the hat, the hat flew around in circles while one of the creatures tried to catch it. Rainbow Dash flew toward the hat and the hat got into her face. "I can't see a thing!", she cried.

"Rainbow, this way.", Little Bear said.

"Which way?!", Rainbow Dash asked. The hat fell off her face.

Spike leaped off the orange pony's back and caught the hat in his grip. "I got it!", he said.

"Hooray!", Pinkie cheered.

"Way to go, Spike.", Twilight said.

Then, there was trouble, the wind still took hold of the hat while Spike was clinging on and dragged him down the mountain.

Little Bear gasped.

"Oh my gosh!", Fluttershy said.

"Spikey-wikey!", Rarity cried.

Little Bear ran after the little dragon. "Hang on, Spike, I'm coming for you.", he said, trying to rescue Spike. He jumped and took hold of Spike by his sides.

Spike was saved. "Phew, that was insane.", he said.

"Are you alright?", Little Bear asked.

"Yeah, I'm okay.", Spike said. "Can you put me down?"

"Sure.", Little Bear said, putting the dragon down on his feet.

Applejack ran up to the dragon. "Thanks for saving my hat, Spike.", she said.

"No problem, Applejack.", Spike said. "Can I put it back for you?"

Applejack nodded and lowered her head. "Sure, put it on for me.", she said.

Spike got on his toes to reach the top of Applejack's head and put the hat on the very top of her head. "There we go.", he said. "How's that?"

Little Bear chuckled. Then, he felt his stomach growl in the middle of it's pit. "My stomach's growling, all the running has gotten me hungry.", he said.

They were all sitting down on their blanket as they finished up the food they ate. "That sure was a delicious lunch.", Starlight said, satisfied.

"Good thing I needed my energy.", Pinkie said.

"I agree.", Fluttershy said.

"This is the best picnic ever.", Little Bear said. "I think a sunny day like this was worth it."

Ep. 27 - Fluttershy's Bath

It was a rainy day in Ponyville. Fluttershy and Little Bear were stepping outside the cottage to get the mail. At that moment, the clouds cleared and the rain stopped. Fluttershy rushed to the mailbox and looked inside.

"Is there anything?", Little Bear asked.

Fluttershy shook her head. "It's nothing important, Little Bear, everyday I just check my mailbox to see if I got anything.", she said. "So, you ready to start our day?"

"Sure.", Little Bear said. "But, you should take a bath first, I filled a huge bucket of water for you."

"Oh, okay.", Fluttershy said. "But, don't you want to look at the wonders?" She galloped along the grass, right when she slipped on the mud and landed in muddy rain water. Now, she was all muddy head to hoof.

Little Bear laughed. "Spoke too soon, haven't you?", he asked.

"It is one way to get dirty before taking a bath.", Fluttershy said, flying into her cottage and leaving a trail of mud dripping off. She went to the bucket of water and dipped her whole body in.

Little Bear came upon and began making her laugh. First, he made a bubble statue that looked just like Fluttershy. Then, he got bubbles from the water and put them on the underside of his chin making a great big beard. "Ho ho ho.", he said.

Fluttershy laughed.

"Alright, time to get to cleaning.", Little Bear said. He got some bubbles and scrubbed behind Fluttershy's ears. He then grabbed a brush, wet it, and scrubbed Fluttershy's forearms.

As it happened, Fluttershy giggled. "It tickles, Little Bear.", she said.

"Well, don't laugh so much.", Little Bear warned playfully as he scrubbed the other forearm with the brush, still making her laugh.

Fluttershy was finished with her bath. After she got out, Little Bear grabbed a towel and dried her up. "You look really clean.", he said.

"So, you ready to start the day off now?", Fluttershy asked, unwrapping herself from her towel.

"Of course we can, Fluttershy.", Little Bear said.

The two ran out of the house and ran through the streets of Ponyville and enjoyed their day.

Ep. 29 - Under The Covers

The reflection of the moon shines in the mirror in Little Bear's room. The curtains of the window flow as the wind blows. The main seven was having a sleep over in the castle, the seven girls sleep in one room with Little Bear and Spike. Spike sleeps in his room and Little Bear sleeps in his room. Twilight was putting Little Bear to bed. "Good night, Little Bear.", she said.

"Good night, Twilight.", Little Bear said.

Twilight blew out the candle in, nothing but moonlight shining in the room. "Sleep tight, don't let the bed bugs bite.", she said.

Before Little Bear closed his eyes and went to sleep, he widen them. "Bed bugs?", he asked. He's never heard of bed bugs before.

"It's just a saying, Little Bear.", Twilight said, closing the door and leaving Little Bear alone in his room.

Little Bear went to sleep, but only a short amount of time. He was concerned about bed bugs. "Bed bugs.", he thought. He went completely under the covers of his bed and started growling like an actual bear.

"Bed bugs, better not bite me.", he scowled.

He continued moving around under his covers and growling. Then, he got out of bed and entered the hallway of the castle with his blanket wrapped around his body. "Bed bugs.", he said. He entered the main seven's room and unwrapped the blanket from his body. He went over to the lower part of Fluttershy's bed, and crawled into the covers of the bed. Then, he crawled to the very top, surprising the snoozing yellow pony.

Twilight woke up as well.

"Little Bear, what are you doing here?", Fluttershy asked.

"I think there are bed bugs in my bed.", Little Bear said.

"Little Bear, didn't I tell you it was a saying?", Twilight asked.

"Seriously, Twilight, bed bugs everywhere.", Little Bear said.

"Ok, I get it.", Twilight said.

The other four girls, except Rainbow Dash woke up. "What's going on?", Starlight asked.

"Why do I all of a sudden hear talking?", Rarity asked.

"Sorry I woke you up, girls, I think there's bugs in my bed.", Little Bear said.

"Bugs?", Pinkie Pie asked.

"Aren't bed bugs non-existent?", Applejack asked.

"I don't know.", Little Bear said. They all looked at Rainbow Dash. Little Bear went onto the rainbow pony's bed and stared at her mouth. "I think Rainbow Dash swallowed a bed bug.", he said. He snuck his fingers into Dash's mouth, but the snoozing pony shook her head.

The group giggled quietly. "She's can't escape those bed bugs, can she?", Rarity asked.

Rainbow Dash woke up. "Bugs?", she asked. "Where? What bugs?"

"Bed bugs in the bed, Rainbow Dash.", Little Bear said. "Don't let them bite."

"Where? Where?", Rainbow Dash asked. She and Little Bear went under the covers. Rainbow Dash hit every spot with her hoof.

Little Bear looked up at the bottom of the blanket. "Here's another one.", he said.

"Here's one.", Rainbow Dash said. But, it wasn't a bed bug, it was Little Bear who has been softly hit in the belly by Rainbow Dash's hoof.

"Hey, I'm not a bed bug.", Little Bear said.

Rainbow Dash laughed. "You look like a bed bug to me.", she said.

Little Bear growled playfully and pounced on Rainbow Dash. The girls didn't see what the two were doing, because they were completely under the covers, they could laughing from Rainbow Dash, but not Little Bear. The covers fell off the bed and it revealed Little Bear tickling Rainbow Dash's belly. "I am a bed bug.", he said, growling playfully.

Rainbow Dash continued laughing at Little Bear's act. "Bed bug bites feel more like tickles.", she said.

"Because we only have little teeth.", Little Bear said, still growling. He continued the growling as he crawled over behind Twilight and tickled her back.

Twilight laughed as the claws went all over her back. "Wait, listen.", she said softly.

Little Bear stopped to listen, there was nothing but silence. "Do you hear that?", Twilight asked.

"What?", Little Bear asked.

"Some bed bugs are very sneaky, they sneak up on you and...", Twilight started, pausing her sentence.

Little Bear was looking behind the pillows. He turned around, seeing Twilight growling and pouncing on him. He squealed and laughed as Twilight hooves dug into his belly. "Now I'm a bed bug.", she said, playfully.

"Here's more.", Applejack said. The other girls went toward Little Bear.

"Sneaky bed bugs.", Little Bear said, as the whole group of girls tickled him. He laughed hysterically. Then, he took hold of Rainbow Dash's pillow and escaped their wrath of tickling.

"Hey.", Rainbow Dash said.

"What are you doing?", Rarity asked.

"Isn't that Rainbow's pillow?", Applejack asked.

Little Bear got up on his feet and used his pillow as a shield. "Bed bugs love to have pillow fights.", he said, looking tough.

Rainbow Dash and Starlight looked at each other, then Rainbow Dash gave a smirk. Starlight gave Rainbow Dash her pillow. "That's true.", the Pegasus said as she held up a pillow.

Little Bear ran over to Rainbow Dash bumped her with his pillow. "Rainbow Dash overboard. Whoa.", she said, falling off the bed and onto the spot where the blanket fell.

Little Bear walked over to the edge of the bed, preparing to jump off with his pillow. "Bed bug overboard. Whoa.", he said, jumping off. He landed on Rainbow Dash, pillow first, the wrestled on the blanket with their pillows. "Oh, got ya.", she said, hitting Little Bear's pillow with her's.

"Alright, are you two bed bugs tired yet?", Starlight asked.

Little Bear yawned. "Yeah.", he said. "I think so."

Rainbow Dash yawned as well. "Me too.", she said.

Little Bear and the seven girls fixed Rainbow Dash's bed and put the bed material back to where it belongs. "Are there still bed bugs under the pillows?", Pinkie asked.

Little Bear checked under the pillows. "Nope.", he said. "Fluttershy, can I sleep with you tonight?"

"Um, of course you can, Little Bear.", Fluttershy said, blushing. "I'd love to cuddle with you." She and Little Bear comfortable in the bed. The rest got comfortable as well.

"I guess we're all just snug as a group of bugs in a rug.", Twilight remarked.

"Bugs in a rug?", Little Bear asked. "What kind of bugs?"

Twilight laughed. "It's just a saying, Little Bear.", she said.

The group went back to sleep. But, Little Bear woke back up as he heard snoring from Rainbow Dash, snoring that sounded like an actual horse. He got out of Fluttershy's bed, grabbed his blanket that he left, lying on the ground, and left the room and back to his room. Little Bear has now learned a lesson, bed bugs were never real.

Ep. 30 - Princess Apple Bloom

Little Bear, Twilight Sparkle, Fluttershy, Pinkie Pie, Applejack, Rainbow Dash, Rarity, Spike, Starlight Glimmer, Apple Bloom, Sweetie Belle, and Scootaloo were looking through a huge box full of fairy tale costumes. "This all looks splendid, but pretty old.", Starlight said.

"That's a lot of costumes.", Twilight said.

"Oh my gosh.", Applejack said.

"These look so amazing.", Little Bear said. He spotted a black hat and grabbed it. "How could you have collected a bunch of clothes, Sweetie Belle?"

"Every store that has a costume I find, I need to buy it.", Sweetie Belle said. "I just love dressing up."

"You and me both, I love dressing up too.", Little Bear said, putting on the hat.

Spike looked in the box. He found a clown's neck ruffle and put it around his neck. "Huh, looks like this fits me pretty well.", he thought. He two masks for a clown, a happy one and a sad one. Spike put on the happy mask. "A happy clown. Ha ha ha." Then, he put on the sad mask. "And a sad clown. Boo hoo hoo."

Rainbow Dash found a jungle vest and safari hat and put it on. "Ha, now I look like Daring Do.", she laughed.

"Who?", Little Bear asked.

"Daring Do, Little Bear.", Rainbow Dash said.

"Who's that?", Little Bear asked.

"A treasure hunter in a book series.", Rainbow Dash said. She looked for more stuff in the box, she found a net. "I am a cat hunter, and I'm for cats."

Little Bear was confused, he thought the jungle vest and the safari hat was for the treasure hunt act. "I thought you wanted to be a treasure hunter.", he said.

"No, Little Bear, I'm saying that Daring Do is a treasure hunter, and I'm being a cat hunter.", Rainbow Dash said. "But, there's no cats around."

"I got you covered, Rainbow Dash.", Scootaloo said, hopping in the box. He dug into through the clothes, looking for something.

"Scoots, what are you doing?", Rainbow Dash asked.

"I'll surprise you.", Scootaloo said form inside the box. Then, all a sudden, she starting growling like a wild animal. It made Rainbow Dash think that Scootaloo is dressed up as a wild animal. Scootaloo popped her top half of her body out of the box, she was wearing a lion costume.

"I am the king of beasts.", she said with meow. She jumped out, making Rainbow Dash chase her.

The others are all finally dressed up, except for Apple Bloom. Twilight is an astronaut, Rarity is a mermaid, Pinkie Pie is a ninja, Applejack is a knight, Fluttershy is a hula mare, Starlight is a pirate, Sweetie Belle is a grand lady, and Little Bear is a dancer with a black hat and a cane. "Well, gang, you're all dressed up, so lets have a parade.", the dancing bear said.

"Lets party.", Pinkie said cheerfully. The group got in a line and began dancing and singing.

"Da Da Da Da Da Da.", the gang sang.

But, Apple Bloom was in the line, she was just standing in front of the mirror, looking at herself. She felt like she was just awful. The line went by her. "Come on, Apple Bloom.", Fluttershy said.

While the group was still in line, Sweetie Belle accidently stepped on Scootaloo's tale. "OW!", the orange pony shouted.

"Oops, sorry, Scootaloo.", Sweetie Belle said.

Scootaloo slowly turned to Sweetie Belle. "You should've stepped on the tale of the king of beasts.", she said fiercely.

Apple Bloom sighed as she still looked in the mirror.

"Apple Bloom?", Little Bear asked. "What's wrong?"

"I can't be anything.", Apple Bloom said.

"Well, what do you want to be, Darling?", Rarity asked.

Apple Bloom looked in the mirror once more. "I want to be a beautiful princess.", she said.

"Of course you do.", Starlight said.

"A princess like Twilight or just yourself?", Rainbow Dash asked.

"Myself.", Apple Bloom said. "But, I'm just ugly."

"That's not true.", Twilight said.

"You're not ugly.", Fluttershy said.

"We think you're a beautiful pony.", Pinkie said.

"A fine one indeed.", Spike said.

"I can't find anything, I searched all over, but nothing seems to fit me.", Apple Bloom said.

"We'll help you.", Rainbow Dash said.

"You can?", Apple Bloom asked.

"Of course we can.", Scootaloo said.

"We'll turn you into a beautiful princess, Apple Bloom.", Little Bear said.

Rarity rushed over to the box and found a pearl necklace. "We'll need this.", she said. She put it around Apple Bloom's neck. She then bowed to her. "Such fine jewels, your majesty."

Spike jumped into the box and dug through the stuff. He found rare silk. "Ah yes, rare silk, your highness.", he said, bowing. Then, she put it on Apple Bloom's head.

Little Bear found a small crown that fits Apple Bloom's head. "What's a princess without her crown.", he said.

But, there was something missing, no one knew what it was. "I got it.", Sweetie Belle said. She grabbed a furry scarf and placed on the back of Apple Bloom's neck. "Anything for a princess like you. Apple Bloom, you are the most beautiful princess in the world."

"Your majesty.", the group said, bowing.

Little Bear walked up and took Apple Bloom's hoof. "What's your first order your majesty?", he asked.

"Lets dance!", the princess cheered. The group began to dance in a line.

Ep. 31 - Who Am I?

Little Bear, Twilight Sparkle, Pinkie Pie, Fluttershy, Rarity, Applejack, Rainbow Dash, Starlight Glimmer, Spike, Apple Bloom, Sweetie Belle, and Scootaloo were outside playing I Spy. Fluttershy's taking her turn. "I spy with my little eye, something that is... green.", she said.

"The grass?", Pinkie asked.

"Nope.", Fluttershy said.

"The trees?", Scootaloo guessed.

"Nah-ah.", Fluttershy said. "It's something that is part of one of you."

Rarity glanced at Spike's body. There were three parts of him that are green. So, she guessed the first thing that came to mind. "Spike's belly?", she asked, pointing at the scaly belly.

"Sorry, Rarity, but you guessed wrong.", Fluttershy said.

"How about his Spikes?", Sweetie Belle asked.

"Nope.", Fluttershy said.

Little Bear looked at Applejack's eyes. "I know, it's Applejack's eyes.", he said.

"Correct, Little Bear.", Fluttershy said.

"Oh, that ain't fair, I can't see my own eyes.", Applejack scowled.

"Sorry, Applejack, but were running out of things to spy.", Fluttershy said.

"She's right.", Twilight said. "We did Rarity's cutie mark for blue, we did Apple Bloom's mane for red, we did Little Bear's fur for brown, we did Fluttershy's tail for pink, we did a cloud for white, and... that's all I can think of."

"Can we move to a different place to make it easier?", Apple Bloom asked.

"That'll take too long, Sugarcube.", Applejack said.

"If we run out of things to spy, what can we play next?", Rainbow Dash asked.

"I got one, lets play Who Am I.", Little Bear said, getting on his feet.

"Oh, Little Bear, do I win?", Pinkie Pie asked.

"No, Pinkie, I have to pretend to be something or someone else, and one of you have to guess who I'm being.", Little Bear explained.

"Got it.", Pinkie said. The whole group got in the circle, Little Bear was in the middle.

"Who am I?", Little Bear asked, picking up a stick and used it like a fishing rod.

"Oh, well that's easy, you're a fisherpony- er bear.", Starlight said.

"That's right, I'm a fisherbear.", Little Bear said. "Your turn, Starlight."

"Ok.", Starlight said, getting in the middle of the circle. "Who am I?" She lowered her belly to the group and sprung her tongue out back and forth. She started moving around with her belly an inch above the ground.

Twilight was getting creeped out. "A snake?!", Twilight asked, worried.

"That's right, I'm a snake!", Starlight yelled madly. She jumped off her two front hooves, roaring at Twilight.

Twilight screamed, as she thought Starlight was going to pounce on her. But, Rarity pulled Starlight's tail back with her magic, making her land on her tushy. "Now, Starlight, don't ever do that to Twilight again.", she warned. "Snakes are Twilight's biggest fear of all."

Starlight gasped. She turned and saw Twilight scared and curled in a ball, shaking in fear. "Oh my gosh, I'm sorry, Twilight.", she said. "I didn't mean to scare you." She lended a hoof out, but Twilight held on tight to herself, thinking that her hoof was a snake.

"Stay back, please.", the purple alicorn sobbed.

Little Bear walked over to Twilight to comfort her by stroking her back. "Twilight, there's no need to be afraid.", he said.

"Little Bear's right, Twilight, it's just me.", Starlight said. "I'm not really a snake, I'm just pretending."

Twilight took a few deep breaths, then she calmed down. "You're ok, Starlight.", she said. "And you're right, it is pretend. And, Little Bear, thanks for helping me calm down, I have a giant fear of snakes."

"I didn't even know you're afraid of snakes.", Little Bear said. "I have a friend who is a snake, so don't be afraid once you see him."

"Any ways, it's my turn, because I guessed it.", Twilight said, getting in the circle. "Who am I?" She bounced on her hooves, laughing and squealing in a high-pitched voice.

"Wait, that's me!", Pinkie squeaked happily.

"That's right, I'm you, Pinkie.", Twilight said.

Pinkie bounced cheerfully. "Yay!", she cheered. "I got it! It's my turn!" She ran into the circle. "Who am I?" She landed on her knees and spoke dramatically. "This is the worst... horrible... thing... that would happen!"

"I say that, it's me.", Rarity said.

"You're right, Rarity, I'm being you.", Pinkie said.

Rarity walked in the circle. "Who am I?" She flexed, making her look strong. "Oh yeah! Lets do this!"

"Bulk Biceps.", Apple Bloom said.

"That's right, Darling.", Rarity said.

Apple Bloom walked in the circle. "Who am I?" She cleared her throat. "Alright, class, were going to be-"

"Cheerilee.", Scootaloo said.

"That's right, only a few seconds and you just guessed it right away.", Apple Bloom said. "Your turn, Scoots."

Scootaloo walked in the circle. "Who am I?", she asked. She lowered her head near the ground with a grumpy look on her face, walked around in the circle, and made grumbling noises.

"Are you cranky?", Pinkie asked.

Scootaloo nodded, still looking cranky.

"Cranky Doodle Donkey!", Fluttershy guessed.

"That's right, Fluttershy.", Scootaloo said. "I'm Cranky Doodle Donkey. Your turn."

Fluttershy got in the circle. "Who am I?" She stood on her two back hooves, crossed her eyes, made a silly smile, and spoke in a crazy voice. "Hey, ponies, lets get chaotic."

"Discord!", Rainbow Dash guessed.

"That's right, Rainbow Dash.", Fluttershy said. "I am being Discord. Your turn."

Rainbow Dash ran in the circle. "Who am I?", she asked. She stood firmly and did a solute. "Alright, wonderbolts, lets get flying!"

"Spitfire.", Applejack said.

"That's right.", Rainbow Dash said. "Your turn, AJ."

Applejack ran into the circle. "Who am I?", she asked. She squatted on her front hooves and spoke in an old mare voice. "Alright, youngins, lets get working' on the farm."

"Granny Smith.", Sweetie Belle said.

"That's right, Sugarcube.", Applejack said. "Your turn."

Sweetie Belle ran in the circle. "Who am I?", she asked. She stood on her back hooves and waddled around.

"Are you being Angel, Sweetie.", Rarity asked.

"No, Rarity, I'm waddling, Angel doesn't waddle.", Sweetie Belle said. "Plus, I have a short neck and writes on paper."

"Can't you give us more detail?", Little Bear asked.

"You'll have to guess in order for me to give you more clues.", Scootaloo said.

"You know, some of those clues look so familiar.", Spike said. "I think I know who it is."

"Who?", the whole group asked.

"It's Pound Cake.", Spike guessed.

Twilight smacked a hoof to her forehead. "Spike, weren't you listening?", she asked.

"She said, short neck and writes on paper, Pound can't write yet.", Rainbow Dash said.

"Besides, you do those things, waddle and write on paper, it's you, Spike.", Little Bear said.

"Me?", Spike asked, shocked. "I don't waddle."

"Sure you do.", Little Bear said. He squatted his legs and waddled around.

The group did the same. They even talked like him. It made Spike feel discouraged. He turned and walked to the door of the castle.

"Spike?", Little Bear asked. "Spike, where are you going?"

"I'm going in the castle, I don't like playing this game.", Spike said, entering the castle and closing the door behind him.

"Uh oh.", Little Bear said. "I think we hurt his feelings."

"We should say were sorry.", Starlight said.

"Rarity's right.", Little Bear said. "Come on." Little Bear cracked the door open. "Spike! We're sorry we hurt your feelings."

Before Spike stepped outside, the others got off the entrance staircase. "You didn't hurt my feelings, I just don't like playing this game, I'm no good at it."

"Sure you are.", Little Bear said.

"No I'm not.", Spike said. "I couldn't guess myself."

"Well, try this one.", Little Bear said. "Who am I? I have a big nose, big teeth, and I love to swim."

"Good details.", Spike said. "You have big claws, big feet, a furry belly, and always says 'interesting', you're Little Bear."

"I do not always say 'interesting'.", Little Bear said.

"Yes you do.", Fluttershy said.

"All the time.", Sweetie Belle said.

"Well, maybe I do always say that.", Little Bear said. "You got it, Spike. It's your turn."

"Finally, I've been waiting a while for this.", Spike said, getting off the entrance staircase. "Who am I? I will enslave the whole village of Ponyville."

"That's me.", Starlight said.

"Correct.", Spike said. "I got another one. Who am I? Yee-ha! Get along, little doggies!"

"Hey, that's me.", Applejack said.

"That's the ticket.", Spike said. "Another one. Who am I? Dear, Princess Celestia, today I learned that it doesn't matter what you pretend to be."

"'Dear, Princess Celestia', that's the line from the princess who says it all the time.", Pinkie said.

"It's me!", Twilight cheered, bouncing. "A dragon friend of mine imitated me!"

The group had a great laugh.

Ep. 32 - The Camp Out

Little Bear and Twilight were hanging some sheets on hangers from them to dry off. Little Bear found a big white pillow case. He put it on to make him look like a ghost. "Boo!", he said, trying to scare Twilight.

But, what Twilight did was laugh and took the sheet off. She knows being a ghost is just plain silly.

Little Bear found a bed sheet being hanged, it looked just like a tent. "Twilight, can I have a camp out tonight?", he asked.

"Well, if you can find someone to sleep with you.", Twilight said, getting in the castle.

Little Bear was thinking that since the Cutie Mark Crusaders love doing sleepovers, he could invite them to go on a camp out with them. He ran to their treehouse to see if they're there. He peeked in the window and found them having a conversation about who to help find their cutie mark. "Hey, girls.", he said.

The three fillies saw him. "Hi, Little Bear.", they said.

"What are you doing?", Scootaloo asked.

"I came to ask you if you girls want to go on a camp out with me.", Little Bear said.

"Of course, me and the girls go on camp outs all the time.", Apple Bloom said.

"The last camp out we went, I couldn't get enough sleep.", Scootaloo said.

"Because you were being a chicken about the stories Rainbow Dash told.", Sweetie Belle teased.

"What?!", Scootaloo asked angrily.

"Yeah, you were scared of them, the headless horse and the old mare who lost a horseshoe.", Apple Bloom said.

Little Bear were starting to weird him out of all the comments the girls are saying to Scootaloo. "Interesting.", he said. "I'll see you later, come to the castle when you're ready."

He came back to the castle and saw the tent Twilight made for him and the three girls. "Wow, that tent looks great.", he said.

"We're here!", the three girls said from behind the bear.

Little Bear turned around and saw them. "Well then, that was fast.", he said. "Let me go grab my stuff, then we'll get in." He went to grab some sleeping bags, an umbrella, and a lantern.

After that, Little Bear was heading to the tent. He was singing a tale that his grandfather told him. "Saw a whale chase a snail. Fooba Wooba Fooba Wooba. Saw a whale chase a snail. Fooba Wooba Wooba Boo.", he sang.

"What's that song you're singing.", Sweetie Belle said.

"It's an old camp song my Grandfather Bear taught me.", Little Bear said.

"Can you teach us?", Apple Bloom asked.

"Sure.", Little Bear said. "Saw a chase a snail."

"Foober Woober Woober.", the three fillies mumbled.

"It's so difficult.", Scootaloo said.

"It's a little tricky the first time.", Little Bear said. "Saw a whale chase a snail all around the water pale."

"Fooba Wooba Fooba Mooba.", the fillies sang again.

"Fooba Wooba Wooba Boo.", Little Bear sang, finishing for them. "You three will learn it, you'll see."

The four creatures were in the tent with the lantern on. Little Bear was still teaching them the song. "Saw a bug give a shrug.", he sang.

"Fooba Fooba Fooba Fooba Fooba.", the fillies sang.

"Fooba Wooba Wooba.", Little Bear sang.

"Boo!", the fillies sang, finishing up the song.

"There you go, now you three are getting it.", Little Bear said.

It was now dark outside, a full moon and shiny stars shined down on the earth. The four were still singing that song. "Heard a monster at the door.", Apple Bloom sang.

"Fooba Wooba Fooba Wooba.", Little Bear sang.

"Heard a monster at the door.", Sweetie Belle sang.

"Fooba Wooba Fooba Wooba.", Little Bear sang again.

"Heard a monster at the door.", Scootaloo sang.

"Fooba Wooba Wooba Boo!", the four sang.

"Well, it's time for us to go to sleep.", Little Bear said. The four got tucked in their sleeping bags and went to sleep. "Good night, girls."

"Good night, Little Bear.", the fillies said.

Ep. 33 - The Wind

A wind storm has been terrorizing the town of Ponyville. Fluttershy and Little Bear were sleeping in Fluttershy's house. The wind has been blowing trees, ripping off branches and having them crash to the ground. But, as for one, instead of the ground, it hit a window of Fluttershy's room. She woke up feeling scared, she didn't like the storm. She them hid under the covers of her bed. She kept noises, for example, the rocking chair being knocked over by the wind and a tree branch tapping her window. She couldn't handle the storm herself, she darted out of her bed and into the living room where Little Bear was sleeping on her couch with a blanket covering his body, his feet was sticking out. Fluttershy smiled, seeing how adorable Little Bear's feet were when they stick out, she would always think of a cute way to make his feet more adorable, like poking and pressing her hoof against his soles with a hoof, tapping is toes with a hoof, or tickling his soles with her wings. She heard a crash of thunder again and zoomed over to hid under the covers.

Little Bear woke up, seeing a huge lump under his covers and pink hair between his toes. He pulled off the covers, seeing Fluttershy hugging his legs in fear. "Fluttershy, what's wrong? What are you doing?", he asked.

Fluttershy opened her mouth to speak, but was interrupted when more lightning crashed down. But, instead of hugging Little Bear's legs tighter, she held tight to Little Bear's torso. She waited for more thunder to crash, before answering Little Bear's question. "It's the storm, Little Bear.", she sobbed. "I keep hearing noises outside my bedroom."

"Don't worry, Flutters.", Little Bear cooed. "I'm here. Besides, I used to be scared of storms, until Mother Bear told me a story of how Father Bear faced the wind while he was out on his boat, going fishing."

"He did?", Fluttershy asked. "Was he scared?"

"Yes, he did face the wind, and no, he was very brave.", Little Bear said. "It happened a long time ago. As for the wind, it's not just any kind of wind, it's the wind from the North which has a anger problem."

"How is the wind angry?", Fluttershy asked.

"I don't know, it just is.", Little Bear said. "Did I ever mention that the wind and Father Bear know each other?"

Fluttershy was surprised. "No.", she said. "So, they can talk to each other?"

"Yeah.", Little Bear said. "They met many times. Should I tell you about the story?"

Fluttershy nodded. "Yes, if it's going to make me feel any better."

"It was a long time ago on a stormy night just like this one.", Little Bear said.

*FLASHBACK*

"Father Bear was out fishing, until the wind of the North blew on his boat. He was steering his boat while the wind blew."

"Blow all you want, Mr. Wind of the Boat.", Father Bear shouted. "I'm a fisherman and I know your ways."

"Father laughed as the wind blew the biggest puff of air he had ever blown. He turned and spotted something."

"Another boat.", Father Bear gasped. "It looks like it's in trouble." He turned back to the wind. "What mischief are you up to now?" He spun his wheel for straight of the boat.

"There were two fisherman on the boat. The boat was falling apart."

"The wind is too strong, the waves are too high.", the fisherman said.

The other pointed at Father Bear's boat. "Captain, another boat.", he said.

"Hold on tight, I'm on my way.", Father Bear called. He spun his wheel to turn the boat faster. His boat got next to the other one. "Hurry, get on board."

"The two men jumped on board, leaving their boat to be destroyed by the ocean."

"Just in time.", Father Bear said. "You two aren't in trouble any more, you two are lucky to be alive."

"Thank you.", the fisherman said. "You saved us from this terrible wind."

"I know this mean ol' wind.", Father Bear said.

"The wind showed his face."

"I see you, Father Bear.", the wind bellowed. "And I'm blowing cold wind from the sky."

"Why do you blow so cold?", Father Bear asked.

"This is my ocean, these are my seas!", the wind shouted, blowing more wind.

"This isn't just your ocean, it belongs to all of us.", Father Bear said.

"You will see me taking a hug breath!", the wind bellowed, sucking up more air and blowing it out, fast and quick.

"Blow, Mr. Wind! Blow!", Father Bear shouted.

"The wind blew and blew, until he disappeared."

"Good bye, Mr. Wind.", Father Bear said, waving to the sky. "And thank you. You helped ride safe back home."

*END OF FLASHBACK*

"You see, Fluttershy, if he's not scared of the wind, neither should you. One day, you and your friends can face the wind together.", Little Bear said. He didn't hear Fluttershy answer. "Fluttershy?" He looked down to see Fluttershy sleeping on his belly. Little Bear smiled and laid his head back down, falling back to sleep.

Fluttershy woke up, yawning. She looked out the window, seeing the sunshine. "Looks like the wind storm is over.", she thought. She looked back at Little Bear's feet. She flew over to them, giggling. She prodded Little Bear's left sole two times and pressed her hoof against it. She did the same with the other foot. She then tapped his toes on each foot with a hoof. Then, she used her wings to tickle his soles. "Tickle. Tickle. Tickle.", she teased, stroking his feet with each end of a feather. She stopped when Little Bear woke up, giggling. "Good morning.", she said with a blush.

"Good morning.", Little Bear said. "Did you like the story last night?"

"Yep.", Fluttershy said. "If Father Bear's not scared of the wind, neither should I."

"That's really brave of you, Fluttershy.", Little Bear said. "Now, we can go outside to spend time with the others."

Ep. 35 - The Garden War

Fluttershy was flying around her garden. It was lunch time. She was holding a basket in her hoof. She collected carrots and tomatoes. As she was doing that, she saw a rising trail of dirty moving underneath her. She raised an eyebrow in confusion. "What was that?", she asked. "What's it doing?" She saw some of the plants tip over and fell to the ground. She dropped her basket of veggies and gasped. She knew what it was, it was an animal that she fears the most. She flew out of her garden and screamed.

Little Bear was throwing his ball in the air and catching it. He heard Fluttershy scream, he turned, causing his ball to hit his head. It fell to the ground after that.

"Little Bear, help me!", Fluttershy screamed, jumping in Little Bear's arms.

"What's wrong, Fluttershy?", Little Bear asked, cradling Fluttershy in his arms.

"I have an invader in my garden.", Fluttershy cried.

"An invader?", Little Bear asked, putting Fluttershy down. "What was it?"

"It must be... a mole.", Fluttershy said.

"A mole?", Little Bear asked.

"Yes, those animals are my biggest fear.", Fluttershy said.

"Maybe we can ask him to go away.", Little Bear said.

"No, you don't want to talk to him.", Fluttershy said. "Who knows what could happen, it can attack you."

"Interesting.", Little Bear said. "You make a good point."

"You know what we can do?", Fluttershy asked. "We can make a mole trap."

"I guess we'll have to if we want to talk to him.", Little Bear said. "I've done it before. I'll be right back."

"What are you going to get?", Fluttershy asked.

"Pepper and a jar.", Little Bear said. "It's like the best way to catch him." He rushed into the castle to grab them and came back out with them. "We'll spray pepper in the hole and he'll come running to the jar and he'll get stuck in it." He pushed the bars of the air puffer, causing the pepper to fly out and get into Fluttershy's face.

Fluttershy sniffed the pepper and sneezed. "Perfect.", she said, blushing.

The two are at the garden. Little Bear was setting up the trap, he dug a hole, put the jar in the hole, and covered the hole with leaves. "I think we're all set.", he said.

They went over to the place where the hole leads to where the mole runs through. Little Bear puts the air puffer in the air and pushed the handles together to puff out pepper. The pepper was getting on them. "Oh no!", the bear cried. He sneezed.

"I think *sneeze* you put too much *sneeze* pepper.", Fluttershy said, sneezing.

In the hole, the mole sneezed.

The two gasped. "Did you hear that?", Fluttershy asked. "It's the mole!"

The mole sneezed again.

Fluttershy screamed and zoomed by Little Bear, causing him to spin. She flew in the house, screaming for her life.

Little Bear tipped over and fell on his stomach. He sneezed as the mole came out of the hole.

"Bless you.", the mole said.

"Thanks.", Little Bear said.

As for the mole, he seemed friendly. "What were you doing with Pepper?", he asked.

"We were trying to catch you, but now that your here, I an talk to you.", Little Bear said.

"Well, you're talking to me right now.", the mole said.

"I'm Little Bear.", Little Bear said.

"Please to meet you, Little Bear.", the mole said. "So why were you trying to catch me?"

"You were ruining Fluttershy's garden.", Little Bear said.

"Who's Fluttershy?", the mole asked.

"She's my friend.", Little Bear said. "Fluttershy,..." He looked around and Fluttershy's nowhere to be found. "Fluttershy, where are you?"

Fluttershy opened the door a little bit, peaking an eye out. "I'm here.", he whispered.

Little Bear walked up to the door. "I'm talking to the mole, he's friendly.", he said.

"That's impossible.", Fluttershy said, opening the door all the way. "Moles are supposed to be scary."

"Not this one.", Little Bear said, picking up the yellow mare.

"What are you doing?", Fluttershy asked.

"I want you to meet him.", Little Bear said.

"Are you serious?", Fluttershy asked. "I don't want to meet him."

"It's okay, he won't hurt you.", Little Bear said, bring Fluttershy to the mole. "Mole, this is Fluttershy."

"Hello.", the mole said.

Fluttershy was squirming, trying to get out of Little Bear's grip. "Let me go!", she cried. She got herself free from Little Bear's grip and hid behind him, crying. "Don't let hurt me."

"Whoa... uh... Is she ok?", the mole asked. "I'm doing anything to scare her. Am I?"

"Well, she's afraid you'll attack her.", Little Bear said.

"What?", the mole asked. "Oh come on." He smacked himself in the head with a claw. "Please don't take this seriously. I would never hurt a fly."

"You were ruining my garden, and you were scaring me.", Fluttershy said, pointing at her garden.

The mole turned to the garden and gasped as he saw the damage he caused. "Did I do that?", he asked. "I am so sorry, Miss. I had no idea this was your garden. I promise I'll more careful with the tunnels."

"And you won't knock anymore plants?", Little Bear asked.

"Not even a single one.", the mole said.

"Your forgiven, Mr. Mole.", Fluttershy said, flying over to the mole. "Maybe, you're not so bad after all." She helped the mole out of the hole.

"You know, since we're all friends, we should play a game.", Little Bear said.

"What kind of game?", the mole asked.

"This is a game, where you catch a monster.", Little Bear said. "This monster has razor sharp claws, sharp teeth, and covered in fur."

"So, where's the monster?", the mole asked.

"He's right here.", Little Bear said, roaring.

"Ooh. That's one scary monster.", the mole said, playfully.

"I'll say.", Fluttershy said. "I'm petrified."

The mare and the mole turned and ran away from Little Bear. "Look out.", Little Bear said. "Look out for the monster."

The three were laughing and ran around the garden happily.

Ep. 36 - Little Scarecrow Bear

Little Bear and Fluttershy were making a scarecrow for her garden. The scarecrow looked like the one from his garden. A blue jacket, hay inside, some hay wrapped in hay paper with a scary face for a head, and a hay hat on a stick. "How does he look, Fluttershy?", Little Bear asked.

"Very scary.", Fluttershy said.

Little Bear took a close look at his jacket. "Do you think he needs more hay in his jacket?", he asked.

"I think he's okay.", Fluttershy said. "All that hay we put in his head, that was Applejack's last giveaway of hay."

"He'll scare away any crow.", Little Bear said.

"I hope so.", Fluttershy said.

"Hey, Little Bear. Hey, Fluttershy.", Spike said as he approached his friends. He looked up and saw the scary face on the scarecrow. He screamed and hid behind a tree.

"Interesting.", Little Bear said. "I guess it works."

"But, that wasn't a crow, it was Spike.", Fluttershy said. "Oh poor dear, he must be scared to death."

Spike was hugging his legs, sitting behind a tree. Fluttershy and Little Bear approached him. "Spike, it's alright.", the yellow Pegasus said. "There's nothing to be afraid of, it's just a scare crow."

Those words made Spike smile. "Yeah, I guess it is just a scarecrow.", he said. He was about to walk away from the tree, but Little Bear stopped him.

"Wait.", the bear yelped. "Don't move. Get behind the tree."

"What's going on, Little Bear?", Fluttershy asked.

"Lets watch some crows get near the scarecrow and see what happens.", Little Bear said, as he kept his eyes on the scarecrow.

Two crows flew by and landed on some soil in Fluttershy's garden. They looked up at the scarecrow, they squawked with fear and flew off. Little Bear was delighted. "It worked.", he cheered.

Fluttershy's tummy rumbled. "Well, I'm going in my cottage to have lunch. Watch the scarecrow and see if he did his job.", she said, flying into her house.

"Okay, Fluttershy.", Little Bear said.

"Hey, Little Bear. Hey, Spike.", Rarity said, approaching the two two-legged creatures. She looked at the scarecrow, she screamed and fainted back first on the ground.

Spike ran over to her and held her head in his arms. He patted her on the cheek to wake her up. "Rarity, are you okay?", he asked. "Say something."

Rarity opened her eyes and lifted her head up to look at the scarecrow once more. "Dear Sweet Celestia.", she said. "What is that?"

"It's a scarecrow.", Little Bear said.

Rarity glanced at all the details. "Oh my Celestia.", she said. "That thing is so frightening. I feel faint again." She dropped her head back down and shut her eyes.

"No. No. No. Rarity, don't fall back again. I don't want to wake you up again.", Spike panicked, shaking her head.

Rarity laughed. "Spike, I'm teasing.", she said, getting back up on her hooves. She walked over to the scarecrow. "Still, this is frightening. Do you make that?"

"It wasn't just me, Fluttershy too.", Little Bear said. "We just made that a few minutes ago."

"Rarity!", Applejack said, running over to the three friends. "Is everything okay? What's happening?"

The three creatures faced the orange earth pony. "Applejack, what are you doing here?", Rarity asked.

"Me and Apple Bloom were heading to the market to deliver apples and I heard screaming from here, so I came here.", Applejack said. "What happened?"

"It's nothing, Applejack.", Little Bear said. "It was only Fluttershy's scarecrow."

Applejack glanced at the scarecrow. "Huh.", she thought.

"What do you mean 'huh'?", Spike asked.

"I thought it was going to be worse.", Applejack said.

"Worse?", Spike asked. "Scarecrows are completely terrifying."

"I know.", Applejack said. "There were some times where they're worse than scarecrows. For Example, Fluttershy turned into Flutterbat, and Timberwolves chased me and Spike, and-"

"Applejack.", Rarity interrupted.

"What?", Applejack asked.

"You worry too much.", Rarity said.

Applejack didn't say anything, she turned her eyes back on the scarecrow. She scratched her chin with a hoof and thought about something. "Hey. Little Bear, you would make a great scarecrow.", he said. "What do you say we turn you into one?"

"Me become a scarecrow, are you sure?", Little Bear asked.

"Yes.", Applejack answered. "Think about all the crows you're going to scare away, Sugarcube. You'll the mightiest scarecrow."

"Okay.", Little Bear said.

"Alright, dress him, Rarity.", Applejack said.

Rarity winked to the farmer. She used her magic to pick up the hat and jacket and brought near Little Bear. Little Bear his arms through the sleeves of the jack and Rarity put the hat on his head.

"Shouldn't I need hay to make me look like an accurate scarecrow?", Little Bear asked.

"Oh yeah, definitely.", Spike said.

Rarity picked up the hay with her magic and stuffed some in the sleeves and put some under the hat. "Now you look like a great scarecrow.", she complimented.

"Thanks, Rarity.", Little Bear said.

Fluttershy opened her door and walked outside to see Little Bear dressed up like a scarecrow. She gasped, feeling amazed. "Oh my goodness.", she said, flying over to Little Bear. "Little Bear, look at you. You're a scarecrow."

"I do.", Little Bear said.

"Wait.", Fluttershy said. "Wasn't that material from the scarecrow we made earlier?"

"Yes.", Little Bear said. He didn't notice a crow landing on a tree branch near the garden.

"It was my idea to turn him into a scarecrow, so Rarity took everything from that scarecrow and put it on him.", Applejack said.

"Excuse me.", the crow called out, getting the group's attention. "What are you?"

"I'm a scarecrow bear.", Little Bear said, spreading his arms out and trying to look like a scarecrow.

"What?", the crow asked. "You don't look like a scarecrow."

"Well, I'm not, I'm a scarecrow bear.", Little Bear repeated.

The crow snickered. "That's a bit ridiculous.", he laughed.

"That's rude.", Rarity said. "Being a scarecrow bear is not ridiculous."

"I'm telling you those things don't exist.", the crow said.

"Whatever.", Spike said. "Anyways, the crow wants you to leave."

"Why?", the crow asked.

"Because, you're here to eat corn.", Little Bear said. "Right?"

"I'm not here for the corn.", the crow said. "I just saw you dressed up like a scarecrow, and I thought I would take a glance at you. Besides, I already ate my lunch. So, bye." The crow flew away.

"Well then.", Rarity said. "That was strange. He didn't get scared."

Little Bear hung his head and sighed. "Maybe, I'm not that great of a scarecrow.", he said.

"No, Little Bear, it's okay.", Little Bear said. "Even though you didn't scare that crow, we still think you're an amazing scarecrow."

"She's right, Sugarcube.", Applejack said. "We still like you being a scarecrow."

"Being a scarecrow bear is fabulous for you.", Rarity said.

"Yeah, you don't scare me with that look, but I think you're cool.", Spike said.

"Thanks, guys.", Little Bear said. "I wouldn't have feel better if I didn't have friends like you three. And even though I can't scare any crow doesn't mean I'm not an actual scarecrow."

Ep. 37 - Big Bad Broom

Little Bear and Applejack were outside on the fields of Sweet Apple Acres with the wind blowing on them. The bear sighed, feeling the breeze. "Feel the wind, Applejack.", he said, spinning in a circle. "Weeeee!"

Applejack chuckled. "I feel it.", she said.

Little Bear stopped to ask Applejack a question. "Should we make a kite?", he asked.

"I can't today, Little Bear.", Applejack said. "I have to clean out the shed. It's been messy since me, Apple Bloom, Big Macintosh were doing yard work."

Little Bear smiled. "Alright, I'll help.", he said, walking toward the shed with the farmer.

"I'd appreciate that, Sugarcube.", Applejack said. She opened the door to see rope, tools, jars, nuts, bolts scattered on the floor.

"What a mess.", Little Bear said.

"It is, isn't it?", Applejack asked.

"I'll do the sweeping.", Little Bear said, running over to a broom near shelves and swept. He swept in different directions, causing dust to get into Applejack's face.

The farmer sniffed it and sneezed. "It's very dusty in here.", she said.

"You're telling me.", Little Bear said.

"How about we straighten things up first before the sweeping.", Applejack said.

"Yeah, I don't want to sweep up something by accident and then it gets lost in the cracks.", Little Bear said, setting the broom down. The broom leaned over and hit Little Bear in the head. He grabbed it before it could fall to the ground. "Sorry, broom. You'll have to wait your turn." He spotted nuts and bolts on the ground near Applejack's hooves. "I remember these things. These are nuts and bolts."

"Looks like a bear knows something before I can tell them what they are.", Applejack said.

"My Grandfather Bear keeps bolts in a jar and nuts in another.", Little Bear said. "I mean, he used to, until I showed him that he doesn't have to put them in jars, but in buckets. Otherwise, he'll get this claw stuck."

"That is a great point.", Applejack said. "I can't even pick them up with my hooves." She reached a hoof to a bolt and tried to pick it up with her hoof, but it wasn't working. "See what I mean?"

Little Bear turned and spotted hay in a corner. "Hay.", he said, jumping into it.

"I've been thinking that I should move it back to the barn.", Applejack said. He sat her tushy into it. "But, Whenever I need a break, I always come here for a nap." She lays her head down behind her hooves and closes her eyes. "Ain't nothing like a good pile of hay in a shed."

Little Bear did the same. "So, what else do we need to do?", he asked.

"Well, we need to but away the tools... and... stack the... buckets...", she started, before she could finish, she let the hay put her in a deep sleep. She snored like her dog, Winona.

Little Bear smiled warmly, placing his claw on her belly. "You take a nap, Applejack, and I'll clean up. Ok?", he said, patting her on the gut, like she was a cute sleepy filly like Apple Bloom. Though, she didn't snore really loud as much.

Little Bear walked over to the nuts and bolts. "Hmm. What should I do with these things?", he asked himself.

The bristles on the broom flattened, the handle tilted forward and fell to the ground. "Hey.", Little Bear said. "Broom, I told you to wait. I don't have time for games." He picked the broom up and placed it on a wall. "Now, you stay right there."

He sat down near the nuts and bolts. "I'll pick them up.", he said. He placed each nut and bolt in their separate jars. The broom leaned forward and fell to the ground, knocking the jars down and spilling the nuts and bolts.

Luckily, Applejack didn't hear anything.

"Broom.", Little Bear said, accusingly. "If you're not going to behave, you'll need to stay outside." He placed him on the area where it holds the door. He shut the door. "That should do it." He found the rope in front of his feet. "I should wind this up." He picked up the rope and started coiling it.

The wind outside the shed blew. It caused the broom to fall over and opening the door. It scared Little Bear. He stepped on an end of the rope and he fell on the shelves. Flower pots fell and broke to pieces. Except for one, it was resting on Little Bear's head. He was lucky that Applejack didn't hear, otherwise she would freak out. He removed it and glared at the rope. "You again.", he said. He walked over and picked up the broom. "Look at the mess you made, Broom." He placed the broom on a shelf. "You stay up there, so I can keep an eye on you."

He looked at the broken pieces of flower pots. He picked one up. "How am I going to clean up now?" The broom rolled off the shelf and hit Little Bear in the head. He was starting to get mad. "That's it, you're going out to the garden." He was about to pick up the broom, but he saw a dust pan. "Hmm. The dust pan. Interesting. You were trying to help, aren't you, Broom?" Then, he picked him up. "Maybe, you can help."

He grabbed the dust pan, swept the broken pot in it and dumped it in a barrel. "Thanks.", he said. "Now, want to help me with the nuts and bolts?"

He walked over to the nuts and bolts and swept them into the dust pan. "Good job." He set the broom down on a wall and picked up the dust pan. The nuts and bolts were mixed up together. "How am I going to organize them in their jars. The broom fell and pointed at buckets. "Good idea, Broom." He grabbed the buckets and placed the nuts and bolts in them. Then, he placed the buckets on the shelves.

He looked at the rope, it still needed to be coiled. "We still need to coil up this rope. And I think I have an idea." He grabbed the rope and wrapped it around the bristles. "Now, hold still." He turned the broom round and round to coil up the rope. By then, it was coiled. Little Bear removed the rope and placed it on a hook. He also placed wooden planks in a barrel.

All he needed to do was the sweeping. "I wonder who can help me with the sweeping.", he thought. He looked at the rope and chuckled. "I thought so." He swept from place to place in the room. After that, the whole room was completely spotless. "Thanks for the honors, Broom."

The dust went into Applejack's face and she woke with a sneeze.

"Oops.", Little Bear said.

"Whew, that was a strange dream.", Applejack said, getting off the hay. "I dreamed that my farm was a magical wonderland, and-" Her sentence was cut off short when she saw the spotless room. "Oh... my... goodness. You cleaned the place up."

"I placed the nuts and bolts in buckets instead of jars.", Little Bear said.

"Huh. Why didn't I think of that?", Applejack thought. "Did you do this all by yourself?"

"Well, not just by myself, I had some help by my broom.", Little Bear said.

Applejack asked. "Looks like you and your broom had fun together.", she said. "Thanks for cleaning this up for me, Little Bear. I owe you. And I got say, you must be sweatin' from all that hard work. What do you say we and the others go to the spa?"

"Sounds nice.", Little Bear said. "I do need a massage."

Applejack galloped out the door. "Come on.", she said.

Before Little Bear left the shed, he placed the broom on the hay. "There you go, Broom.", he said. "Now you can rest."

Ep. 38 - Where Flurry Heart Went

Cadence, Shining Armor and their little daughter, Flurry Heart were traveling through the woods to find the mane 7 and Little Bear. "Hello?", Shining Armor called. "Hello? Is anypony here?"

"We're up here.", said Rainbow Dash from up above on a tree branch. She, Little Bear, Twilight, Starlight, Fluttershy, Applejack, Pinkie Pie, Spike, and Rarity were sitting on tree branches.

"Hi, Cadence and Shining Armor.", Twilight greeted.

"We knew we would find you.", Shining said.

"What are you all doing up there?", Cadence asked.

"We're climbing.", Little Bear answered. "Why don't you come join us?"

"We'd rather not, we don't want Flurry Heart to be on the ground by herself.", Shining Armor said.

"Who?", Little Bear asked.

Cadence revealed Flurry Heart to Little Bear. "Our daughter, Little Bear.", she said.

"Why don't you come down here and meet her?", Shining Armor asked.

"Me first.", Twilight said, jumping off the branch and slowly lowering herself to the ground while flapping her wings. She grabbed Flurry Heart with her hooves and hugged her. "Oh, Flurry, it's so wonderful to see you again."

Little Bear jumped down, and so did the others. "Hello.", Little Bear said to Flurry Heart. He reached out his claw to the baby, but she sprung out of Twilight's hooves and landed on the bear's head. She began to nibble at his ear. "Hey!"

Cadence grabbed Flurry with her magic. "Sorry, Little Bear, Flurry gets excited when she meets new ponies.", she said.

"That's ok.", Little Bear said, rubbing his ear. "So, do any of you want to play tag."

"Sure.", Applejack said.

"Of course, I'd by up for some.", Rarity said.

"Me too.", Starlight said.

"Me three.", Pinkie said.

"Ok... You're it, Rainbow Dash.", Little Bear said, tagging the rainbow Pegasus on the back. He took off.

"Hey!", Rainbow Dash said, running after Little Bear. She sped up with wings flapping. "You're it!"

The others started running around, except for Fluttershy, who was above the others. Little Bear went under and poked the sole of her left hoof. "You're it, Fluttershy!", he said.

"Alright, I'm going to get you!", Fluttershy said, flying after Little Bear. Then, the others started chasing Little Bear. They chased him around a huge rock with a hole under it. Cadence was running so fast that Flurry Heart slipped off her back and rolled into the hole.

Little Bear jumped over a rock with the group on his tail. "We're going to get them, Flurry.", Cadence said. But, she didn't hear a response. "Um, Flurry? I said-" Her sentence was cut off short as she looked behind her to see Flurry Heart was no longer on her back. She gasped. "Flurry?!"

The group stopped running. "What's wrong, dear?", Shining asked.

"I can't see Flurry anywhere.", Cadence said.

"Oh dear, she must've slipped off your back while you were running.", Rarity said.

"Or maybe she's lost.", Rainbow Dash said, rolling her eyes.

"Don't be negative, Rainbow Dash.", Twilight said.

"We have to find her.", Little Bear said. "Go back to where we were."

They looked in bushes, they looked around trees, they looked on mountains, they looked in logs, but the baby alicorn princess was no where to be found. "This seems pretty hard.", Spike said.

Cadence and Shining Armor were starting to get more worried. "Don't worry, guys, I'm sure she's fine."

"Thanks, Little Bear.", Cadence said.

They searched for another twenty minutes, but the baby was still not seen. "I'm tired.", Pinkie moaned.

"Maybe we can stop for some rest.", Little Bear said as he and others sat down on a log.

"I hope she's not lost.", Cadence said.

"Alright, think back, where have any of you last seen here?", Little Bear asked.

"We saw when we were up in that tree and by the huge rock.", Spike said. He gasped with joy. "By the rock, that's it!"

"Huh?", Little Bear asked.

"We should check that one rock we saw by the tree we were in.", Spike said.

The group head back to the tree where they climbed on. "There it is.", Applejack said, pointing at the rock. They ran to it.

"But, where is she?", Pinkie asked.

"I thought you said she was here, Spike.", Starlight said.

"I did.", Spike said. "I see a hole."

"Maybe she fell in there.", Little Bear said, looking in the hole. He laughter from down under. "I found her."

Cadence and Shining Armor gasped with happiness.

Little Bear brought Flurry Heart out of the hole. Cadence grabbed her baby daughter with her magic and pulled her close. "Oh, Flurry.", Cadence said as she and her husband hugged her tight.

"Thank you so much, Little Bear.", Shining said.

"Your welcome.", Little Bear said. "Lets go back to the castle for lunch." He and the group walked back to Twilight's castle.

Ep. 39 - Little Bear Scares Everypony

Little Bear was outside Twilight's castle. He was searching for leaves that fell from trees, he found two light green, two yellow, one red, and one orange, those leaves were the shape of a rain drop. The wind started to blow. "Hello, wind.", the bear spoke. He then saw a leaf fall from a tree, it was an orange one with the shapes of mountains on the side, he caught it right before it would touch the ground. He turned and saw Twilight standing on the balcony, humming to herself. "Hey, Twilight!", he called.

Twilight looked down at Little Bear and flew to him. "What is it, Little Bear?", she asked.

Little Bear showed Twilight the leaves. "Look what I got.", he said.

"Oh my.", Twilight said. "They're beautiful."

"Which one do you like the best?", Little Bear asked.

"I like the red one.", Twilight said. She gasped. "But, the yellow one is beautiful too. I just can't choose. They're all wonderful."

"I think so too.", Little Bear said.

"What are you going to do with them?", Twilight asked.

"I'm going to make something.", Little Bear said.

"What is it?", Twilight asked.

"I'm not sure yet.", Little Bear said.

"Well, I can't wait to see what you have created.", Twilight said.

Little Bear walked away and went into the castle. He was in the throne room, he made the leaves into a crown. "I can't wait to show Twilight.", he said. He heard Spike humming and hid under the map table.

Spike entered the map room, he was searching for something to do. He searched all over, but nothing to do.

Then, Little Bear jumped from under the map table and roared, making the little dragon jump. "Little Bear, you startled me.", he said.

"I did?", Little Bear asked. "Do I look scary?"

"You look totally scary.", Spike said.

"I bet I can scare everyone in Ponyville.", Little Bear said.

Spike chuckled. "Well, you definitely scared me.", he said. "Hey, try scaring Twilight."

"I guess I could do that.", Little Bear said. "But, first I need to make this leaf thing a lot more scary." He added another detail to the crown, he made a mask with leaves on the edges. He made a growl. "Now, I look really scary." He ran outside to look for Twilight. He spotted her, sitting in the grass and enjoying the cool breeze. Little Bear snuck behind her, his shadow was spotted by Twilight, causing her to turn around. Little Bear roared, scaring the daylights out of Twilight. Twilight jumped and landed on her back.

Little Bear laughed. "Oops.", he said.

"Goodness.", Twilight said, glancing at Little Bear's mask. "You scary Little Bear. Come help me up."

Little Bear grabbed Twilight's hoof and helped her stand on her hooves. "Do I look scary to you?", he asked.

"You definitely are scary, and you did scare me.", Twilight said. "You should scare our friends."

Little Bear thought of something, something excellent. "I'm going to scare Fluttershy with this mask, then she'll be happy when she finds out it's just me." He walked away from Twilight and off to Fluttershy's.

Fluttershy was sitting on her front area of her cottage with her friend, Harry the bear. "Oh, Harry, isn't the weather nice today?", she asked.

Harry made an agreeable grunt.

"Yeah, I think so too.", Fluttershy said.

Little Bear snuck behind the two without any of them looking. He took three small steps toward Fluttershy, then he jumped right in front of her. "Roar!", he yelled, making Fluttershy scream.

Harry took hold of Fluttershy and held her tight in a safe bear hug.

Little Bear took off the mask and laughed. "I got you, Fluttershy.", he said.

Fluttershy sighed with relief. She usually cries when somepony scares her, she would apparently make Little Bear feel bad if she cried, but she didn't. "Yeah, it's just you, Little Bear.", she said, as she was let down by Harry.

"Oh, man, that was good.", Little Bear said, taking off the mask.

Then, all of a sudden, Harry pushed Little Bear down. "Hey!", Little Bear said.

Fluttershy gasped and flew into Harry's face. "Harry, no! That is not ok!", she yelled.

Harry made a nervous grunt.

"Sure he scared me, but that's my friend, Little Bear.", Fluttershy said. "He's the sweetest creature I ever met and he would never hurt anypony. He was just scaring me as a harmless prank."

Harry made another nervous grunt.

"Don't you 'but' on me, Mister.", Fluttershy warned. "Now, apologize to him."

Harry made an apologetic grunt.

"Thank you.", Little Bear said.

Fluttershy helped Little Bear up. "I'm so sorry my bear pushed you, Little Bear.", she said.

"It's ok, Fluttershy.", Little Bear said. "I kind of deserved it."

"No, you didn't.", Fluttershy said. "My bear could've hurt you." She turned around and saw the bear in a guilty way. She flew over to him and hugged him softly. "You don't have to feel bad, Harry. You only made a bad decision, that's all. Why don't you go inside?"

Harry went into the house.

Little Bear showed Fluttershy the mask. "How does this look?", he asked.

"It is pretty scary.", Fluttershy said.

"Lets go scare someone else.", Little Bear said, getting ready to leave. "Are you coming, Fluttershy?"

"Yes, Little Bear.", Fluttershy said. The two ran off from the cottage.

Starlight and Trixie are at a tea party with Rarity at her boutique. Rarity was pouring tea in every teacup. "How many lumps of sugar do you want, Starlight?", she asked.

"Two.", Starlight said. The two lumps of sugar were added to her tea.

"And, Trixie?", Rarity asked.

"Just one, I don't want my tea too sweet.", Trixie asked. The one lump of sugar was added.

Little Bear and Fluttershy looked through the window. The wind blew. "Can't you feel how good the wind- Huh?", Rarity said, turning to the window to see one eye out the window. The curtains were lifted by a strong puff of wind, revealing Little Bear wearing the mask. Rarity screamed and threw the teapot in the air. Starlight grabbed the teapot in her magic. "There's something terrible out there." She sighed in agony, putting a hoof to her forehead. "I feel faint."

Trixie grabbed Rarity's fainting couch with her magic and pulled it to where Rarity was about to faint. She was just in time before Rarity fell back first into the couch. The three friends saw Little Bear and Fluttershy run to the front door. "Boo!", they said.

"A monster!", Trixie screamed.

But, Starlight wasn't scared, she knew who it was behind the mask. "There's something very familiar about you.", she said, walking up to the bear.

"What do you find that's familiar?", Little Bear asked in a deep voice.

"You're covered in fur.", Starlight pointed out.

"Correct.", Little Bear said, taking off the mask. "Did I scare everyone."

"Well, not me.", Starlight said. "I knew it was you."

"Did I scare everyone too?", Fluttershy asked.

"Not really.", Trixie said. "Rarity was scared most of all."

"Oh, Rarity, I didn't to scare you that much.", Little Bear said.

"Oh, it's perfectly alright, Little Bear.", Rarity said. "This tea party is almost over anyway."

"Do you all want to help me scare our other friends?", Little Bear asked.

"Sure.", Trixie said.

"Well, come on.", Little Bear said.

The five friends left the boutique.

They went to Sweet Apple Acres where Applejack was taking a nap under a tree. Her front hooves are behind her head as a pillow and her right hoof was over her left flank with the bottom of the hoof in the air. Little Bear snuck up to Applejack quietly with his other friends sticking behind him. He came to a stop. "Hi, Applejack.", he said.

Applejack slightly opened her eyes. "Howdy.", she moaned. She eyes shot open. "Wait?! Wha?!" She saw Little Bear wearing the mask and screamed.

Little Bear, Fluttershy, Starlight, Rarity, and Trixie began laughing. "We got you, Applejack.", Rarity laughed.

"Little Bear?", Applejack asked.

"Yes, it's just me.", Little Bear said, taking off the mask. "Sorry I woke you up from your nap, Applejack."

"It's mighty alright, Little Bear.", Applejack said.

"I'm coming, Applejack!", a voice called. It was Apple Bloom running down to the tree where Applejack was napping. "Leave my sister alone!" She was about to kick her legs at Little Bear, but Applejack shouted to stop her.

"Apple Bloom, no!", Applejack shouted, making Apple Bloom freeze in place. She did a twirl with her hoof, making Apple Bloom turn around and noticing Little Bear standing right in front of her.

"Oh, Little Bear, it's you.", Apple Bloom said. "I almost bucked you in the face."

Little Bear chuckled. "You sure did.", he said.

Applejack snickered, she was thinking that Little Bear should scare Apple Bloom with the mask. "Hey, Apple Bloom.", she said, making her little sister face her and gave a wink to Little Bear to put his mask back on. "Have you noticed we've been having nice daylight today?"

"Um, sure, thanks for asking, AJ.", Apple Bloom said. She turned back around to face Little Bear. "So, Little Bear- Huh?" She widened her eyes when she saw the mask Little Bear was wearing, it scared her, she screamed and fell on her sister.

Applejack, Little Bear, Fluttershy, Rarity, Trixie, and Starlight laughed. "Oh, little sis, are you alright?", Applejack asked.

Apple Bloom breathed with fright. "What is that?", she asked.

"It's my mask I made.", Little Bear said.

"Oh my Celestia.", Apple Bloom said with shaky voice. "That thing is frightening."

"Do you like it?", Starlight asked.

"Well, it's alright, I just didn't expect that to be on Little Bear's face.", Apple Bloom said. She got off her sister and back on her hooves. "Now, if you'll excuse me, I need to get to my room and get some quiet time."

"Do you want to help us find Pinkie Pie and Rainbow Dash and scare them?", Little Bear asked.

"Sure. Why not? I'm not doing anything.", Applejack said.

The six friends left Sweet Apple Acres.

At Sugarcube Corner, Pinkie Pie was handing Rainbow Dash a teacake. She got one for herself as well. "Thanks for coming here so we can share some teacakes, Rainbow Dash.", Pinkie said.

"Any time, Pinkie.", Rainbow Dash said. She was about to take a bite out of her teacup, but she was stopped when she saw an eye out the window. It got away before she would notice it. "Uh, did you see that eye out the window?"

"What eye?", Pinkie asked. Right as Pinkie turns her head towards the window, Little Bear jumped, revealing his face behind the mask, scaring the two ponies inside the shop.

Pinkie and Rainbow threw their cakes in the air as they screamed. The cakes landed on their heads, the frosting smudged in their manes. "Crud nabit.", she said with a frustrated grunt.

Pinkie giggled. "You got us, Little Bear, I know it's you.", she said.

Little Bear, Fluttershy, Applejack, Rarity, Starlight, and Trixie ran through the front door, laughing. "Sorry if I scared you that much, Rainbow.", Little Bear said.

"It's alright, the prank was great, it's just that my mane got covered in frosting.", Rainbow Dash said.

"Hey, why don't we all make a leaf pile in front of Twilight's castle.", Little Bear suggested.

"Sounds great.", Fluttershy said.

"Um, can I take a shower first?", Rainbow asked.

Little Bear, Fluttershy, Rainbow Dash, Pinkie Pie, Applejack, Rarity, Starlight, and Trixie are at the front area of Twilight's castle, making a leaf pile. It was all finished. The mask Little Bear made was hanging on a tree branch. They all jumped in, laughing joyfully. "It's so big, we can all fit in it.", Little Bear said.

"I agree.", Starlight said. "So, what are we going to do?"

"When can all jump out and scare something if they pass by.", Little Bear said.

Applejack chuckled. "Cool.", she said, sinking in the leaf pile.

"Little Bear knows what he's doing, he scared everypony today.", Rarity said.

"Yeah, he sure did.", Trixie said.

The whole gang sank into the leaf pile. It was silent for a while, until... "Boo!", Pinkie yelled.

"Pinkie!", the gang said.

"I want to scare somepony.", Pinkie squealed, excited.

"I have a feeling someone will come along, once we jump out, we'll all say 'boo'.", Little Bear said.

"Ok.", the group said.

"Boo!", Pinkie said again.

"Pinkie!", Rainbow yelled.

The front door of the castle opened. It was Spike and Twilight. "So, Spike, where do you want to walk to?", Twilight asked, clip clopping down the steps.

"Meh, nowhere, I just need the exercise.", Spike said.

Little Bear, Applejack, Fluttershy, Pinkie Pie, Rainbow Dash, Starlight, Rarity and Trixie jumped out of the leaf pile. "Boo!", they said, scaring Twilight and Spike.

Twilight and Spike screamed. Spike jumped to Twilight, wrapping his arms around her neck. "Girls. Little Bear.", Twilight said.

"Did we scare you?", Little Bear asked.

"No.", Twilight said. "Well,... maybe. How about that? Maybe."

"Well, you guys certainly scared me.", Spike said. "We were just going to go for a walk."

"You know, I kind of feeling like taking a walk too.", Little Bear said.

"Yeah, I should use the exercise.", Applejack said.

The group of ponies walked down the streets of Ponyville to where ever they can go.

Ep. 1 - The Beginning (Series Premiere)

It's a beautiful day in the forest. Little Bear was on a journey for a week. "I'm not sure where I should go for a week.", he thought. Then, he spotted rock over a hole glowing inside. "Hey, what's going on in there?"

He towards the hole and leaned over to look inside. "Hello.", he said. "Is anyone in here?" Then, he lost his balance and fell into the hole. "Whoooooaaaaa."

He rolled and rolled until he got out. Then, he looked around in a strange place he'd never been before. "Wow, I've never been to a place like this.", he said. "Where am I?"

He looked around for other creatures to talk to. Then, he looked down and saw a small purple dragon looking up at him. "Oh, hello.", Little Bear said.

The dragon smiled. "Hello.", he said. "I'm Spike."

"Hi, Spike.", Little Bear said. "I'm Little Bear."

"Little Bear?", Spike asked. "Is that really your name?"

"Yeah.", Little Bear answered. "I was born with this name."

"Cool.", Spike said. "And I was born with a dragon name."

"Look, let me ask you a simple question: What is this place?", Little Bear asked.

"What is this place?", Spike repeated. "You're in Equestria, the home for ponies, pegasi and unicorns."

"I know ponies.", Little Bear said. "But, I don't think the last two creatures you said exist in my world."

"Well, they exist in my world, because I'm friends with some of them.", Spike said.

"Friends?", Little Bear asked. "You mean there's more in this world?"

"Yes, they always do stupid stuff.", Spike said. "Follow me, I want you to meet them."

Spike running to that tree where his friends are. Little Bear started following him. Twilight, Pinkie Pie, Rainbow Dash, Applejack, Rarity, Fluttershy, and Starlight were sitting under a tree having a picnic.

"Girls, I want you to meet a creature I found here.", Spike said.

The pony gang looked up and saw the bear. "Hi there.", Little Bear said.

Fluttershy gasped. "Oh my gosh.", she said. "He's a talking bear." She flew over to him and patted him on the head. "Aww, he's so adorable, just like those baby bears in the woods."

"Thank you for the compliment.", Little Bear said. "I'm actually from another world. I'm Little Bear."

"I'm Fluttershy.", the yellow Pegasus said. "And these are my friends, Twilight Sparkle, Rainbow Dash, Pinkie Pie, Applejack, Rarity, and Starlight Glimmer."

"It's nice to meet you all.", Little Bear said.

"And we've seen you already met Spike.", Twilight said.

"You mind if we show you around the place?", Rainbow Dash asked.

"Yeah.", Little Bear said.

Little Bear and his new friends were walking around Ponyville. After the end of the tour, Little Bear thanked them for showing him around and asked them if he can stay for a while.

"Of course you can, Darling.", Rarity said.

"We are happy to be your friends.", Pinkie Pie said.

"Make sure to eat healthy.", Applejack said.

"It is an honor to meet you.", Starlight said.

"I am thankful for you ponies to show me around your home.", Little Bear said. "But, where should I stay?"

"You can go around Ponyville and sleep anywhere you want.", Spike said.

"Thanks you all.", Little Bear said. He has found the perfect place to stay for a while.

Ep. 6 - Fluttershy's Robin

Little Bear, Spike, and the Mane 7 were laying down on a mountain in the sun. A robin flew near them and landed safely on Fluttershy's belly.

Fluttershy looked at the robin. "Oh, hello.", she said greeting the robin.

"She's your robin?", Little Bear asked.

"Yes, I found him in the garden when he and I were younger.", Fluttershy said. "It all started when I was thirteen, I was watering my plants, until I accidently got water on him."

"Oops, sorry.", Young Fluttershy said. She took a look at the bird as it chirped. "You're a cute-looking bird. Where did you come from?"

"From my nest.", the bird said.

"And where is your nest?", Young Fluttershy said.

"Up there, I think.", the bird said pointing at the tree above the filly. But, that nest only belonged to blue birds.

"Sorry, but, that's a blue birds' nest.", Young Fluttershy said.

The bird looked to his right and pointed at a tree near the cottage. "Maybe, over there.", he said.

Young Fluttershy flew to the nest at the tree and looked inside, but there were orange birds. "No, this is an orange birds' nest.", she said. She went over to another tree and looked inside another nest. "Maybe, this one." But, it was full of swallows. "Nope, swallows." She looked inside another one, but, there was nothing but an owl. It hissed at her. "Oh, dear."

The bird was very worried. Young Fluttershy climbed back down. "Don't worry, you can live with me.", she said. She lend out a hoof.

The bird hopped on and smiled. "I can?", he asked.

"Yes.", Young Fluttershy said. "I'll take good care of you." She left her garden and brought the bird in her cottage.

The bird waited patiently on a dresser while Young Fluttershy looked for something for him.

Young Fluttershy went back in the bedroom with a small wooden bucket with a bed inside. "This is your new home.", she said. "I had it for a while."

The bird flew to the handle.

"Do you like it?", Young Fluttershy asked.

"Will you put me by the window, please?", the bird asked.

"Of course.", Young Fluttershy said. She picked up the bucket and brought it over to the window.

The bird looked out the window and saw other birds fly in the sky. "It must be fun to fly out there.", he said.

"I'm sure you'll be able to fly some day.", Young Fluttershy said. "Can you sing?" She whistled a tune.

The bird tried to sing, but, nothing came out.

"I'm sure you'll sing some day to, you can fly and sing around the house.", Young Fluttershy said. "Are you hungry?"

"Yes, please.", the bird said.

Fluttershy went out to her garden and found a worm. She brought it over to the bird and fed it to him.

The years past, and they had a lot of fun together, eating and flying.

"I got to say, you did a great job taking care of him.", Little Bear said.

"Thank you, Little Bear.", Fluttershy said.

The robin flew away.

"So, how come you never found his home?", Little Bear asked.

"I don't know.", Fluttershy said. "But, I bet he find his new one some day." Fluttershy's robin was a legend.

Ep. 12 - Party At Pinkie Pie's House

Little Bear was walking down the streets near Sugarcube Corner and saw Pinkie Pie sleeping on a bench near by. He walked over to the sleeping mare and spoke to wake her up. "Hello, Pinkie Pie." But, she didn't wake up, her heavy snores were keeping her asleep. "I guess I have no choice." He used one finger to tickle her belly.

Pinkie Pie woke up and burst into laughter. Then, Little Bear stopped for Pinkie to breathe.

"Sorry about that, Little Bear.", Pinkie said. "I was only thinking."

"About what?", Little Bear asked.

"Just a party where there's games and food.", Pinkie said. "And did I mention cake?"

"Sounds nice.", Little Bear said. "I'll tell the others."

At Sugarcube Corner, Little Bear, Spike and the pony gang were sitting at a table. They were wearing party hats that represent their color of fur or scale of a dragon like Spike. "So, what do we do when you have parties, Little Bear?", Applejack asked.

"Me and my friends think of a type of food and pretend we're eating it.", Little Bear. "Like fish soup, all thick and creamy inside."

They began smacking their lips pretending to eat and how they eat it. "Mmm... that soup was good.", Rainbow Dash said.

"Alright, Twilight, your turn to think we can eat.", Little Bear said.

"Maybe, some cherry pie, so soft in the inside and the crust crunchy on the outside.", Twilight said.

They smacked their lips once more. "That sure was a delicious pie.", Starlight said.

"I agree.", Applejack said.

Then, there was a ding on a timer. "The cake is ready.", Pinkie sang as she dashed over to the oven and took out the cake. She brought it over to the table with a knife. "So, who's cutting the cake?"

Twilight picked up the knife with her magic. "Well, I'm really good at cutting cakes, so I'll cut for--"

"Let Little Bear cut it.", Fluttershy suggested.

"Yeah, let him do it.", Rarity said.

"I'd love to.", Little Bear said.

"Well, okay then.", Twilight said handing Little Bear the knife. "Here you go, Little Bear."

"Thank you, Twilight.", Little Bear said taking the knife. He cut the cake in slices and handed them to his friends.

They were all enjoying the cake. "Best party ever.", Pinkie said.

Ep. 15 - A Surprise For Twilight

Little Bear, Spike and the mane 7 (except for Twilight) were building a fence around the castle, the only thing they needed to do was the gate. They already put the wood in the shape of the gate, Little Bear was banging the nails with his hammer. They need to bang down one more nail. "Do you want to give it a try, Spike.", he asked.

"Sure, I can do that.", Spike said taking the hammer from Little Bear. He hit the nail three times and it was now all the way down. He wiped sweat off his forehead. "That wasn't that bad at all."

The others were impressed. "That looks good, all right.", Rainbow Dash said nodding her head.

"Spike, you were marvelous, Darling.", Rarity said.

"That was a amazing.", Pinkie Pie sang happily.

"Good job, Spike.", Fluttershy said.

"I'll set it up.", Starlight said grabbing the gate with her magic and hooking it up to the fence. "That should do it."

"Thanks, Starlight.", Little Bear said.

"Yeah, thank you, Starlight.", Spike said.

Rarity saw a piece of wood. "Little Bear, Spike, do you two need this piece of wood.", she asked.

"Not really.", Spike said.

Then, Rarity saw another piece. "How about this one.", she said.

"Nope.", Little Bear said.

Then, Rarity saw a bunch of pieces laying on the ground. "What about these pieces?", she asked.

"I don't think so.", Little Bear said.

"Twilight needs this stuff cleaned up before she gets back from Canterlot.", Rarity said. Twilight was visiting Canterlot to babysit her niece, Flurry Heart while her brother, Shining Armor and her sister-in-law, Cadence were having lunch.

"That is true.", Spike said.

"And we don't have an extra place to keep all of this wood, do we?", Rarity asked.

Little Bear sighed. "Well, what should we do with this wood?", he asked.

"I say we could build something.", Applejack suggested.

"That's a great idea.", Little Bear said. "What should we build with all of this wood?"

"We could make a surprise thing for Twilight.", Fluttershy suggested.

"What kind, Fluttershy?", Little Bear asked.

"Mmm... I'm not sure.", Fluttershy said. "I'd say a table."

"That think it's a great idea.", Little Bear said.

"First, we make a square for the top part.", Starlight said. She picked up the pieces with her magic and put them as a square. She placed the nails on the corners of the square. She picked up the hammer and banged the nails down into the wood. "Well, that's the square. So, now what do we do?"

"We make the legs for the table.", Rainbow Dash said.

Starlight grabbed two pieces of wood with her magic and nailed them under the table. The table was done, she put on it's legs. "Well, then I guess it's finished.", she said.

"That was really good, Starlight.", Little Bear said.

"That was quick.", Pinkie said.

"Twilight will love this.", Rarity said.

Twilight came to the castle to see her friends. "Hello, gang.", she said from behind.

"Hello, Twilight.", Little Bear said.

Twilight saw the table that the others made. "What's that?", she asked.

"It's a surprise that we made for you.", Little Bear said.

"It only took a good five minutes for this to be done.", Starlight said blushing.

"It's wonderful, I was hoping we would have a table outside the castle so we can enjoy eating in a sunny day.", Twilight said. This table was the greatest surprise.

Ep. 23 - The Night Of The Full Moon

Little Bear was in Twilight's cozy bedroom making his house out of wooden blocks. "Spike, when will Twilight be home?", he asked.

Spike was sitting on the couch reading a book. "I'm sure she's on her way home now.", the dragon said. "Perhaps, you should get ready for bed."

"Twilight didn't kiss me goodnight.", Little Bear said.

"Yeah, she did, I saw her.", Spike said.

"That was a kiss goodbye, not goodnight.", Little Bear said. "I'm always ready for bed after my goodnight kiss."

"Alright, how about I read you a story while wait for Twilight to return.", Spike suggested. "Would you like that?"

Little Bear got on Twilight's bed and tucked himself under the sheets. Spike searched through Little Bear's stuff to see what book he needs to read. "The Night Of The Full Moon.", he read. "Is this your favorite story?"

"Yeah, Father Bear reads it to me all the time when I go to bed.", Little Bear said.

"Well, this one it is.", Spike said. He leaped to the top of the bed and got comfortable. He opened the book and began to read. "Two little monsters on the moon danced while a comet whistles a tune." He turned the page. "One goes up and then goes down, the other moon monster goes round and round. One moon monster jumps over tall trees, the other one crawls on his hands and knees. One scares himself and bumps his head, the other says 'you should go to bed'. 'Not yet'."

Spike closed the book and two looked outside the window. "Look, we have a full moon.", he said.

"It's beautiful.", Little Bear said. "It's like day time."

"It is indeed.", Spike said.

They heard the door open. "It must be Twilight.", Little Bear said. He and Spike raced down the stairs to see her. "But, wait. I say we scare her by pretending to be those monsters in the story."

Spike nodded.

Twilight was on her couch reading a book. She heard giggles behind her, but she didn't see Little Bear or Spike. She continued to read as she didn't see Little Bear creep toward her and scare her with a roar.

"Grrrrrr, I'm a little moon monster.", Little Bear said.

"Oh my, you certainly gave me a fright.", Twilight said playfully.

"Are you scared?", Little Bear asked.

"Oh gosh, terrified.", Twilight said.

Spike jumped to the edge of the couch. "Grrrrrr, now we have a dragon moon monster.", he said in pretend.

"Why aren't you little monsters in bed?", Twilight asked.

"Moon monsters don't sleep when there's a full moon.", Little Bear said. He yawned.

"Not even when they're sleepy?", Twilight asked.

"Sleepy monsters can't go to sleep without a goodnight kiss.", Little Bear said.

Twilight thought for a moment. "What you really need is another goodnight kiss from a Twilight moon monster.", she said with a growl.

"Yes, that's right.", Little Bear said. "But, once I get into bed." He and Twilight walked back up into his bedroom. He got into bed.

"Will a goodnight kiss for a little moon monster change back into Little Bear and put you to sleep?", Twilight asked.

"Yes.", Little Bear said.

Twilight kissed him on the forehead and Little Bear was out like a light. But, he woke up for one more thing. "Oh, and one for Spike to.", he said.

Twilight leaned into Spike's cheek and kissed him. "Welcome back, Spike.", she said. The two, except Little Bear left the room.

Ep. 28 - Windy Whistles Arrives

A pegasus with blue fur and an orange mane wearing a safari hat looks through her binoculars and sees animals around the woods. She saw a woodpecker, a squirrel, and a turtle. She sighed. "I'll never find a bear.", she said.

Then she heard laughing from a field where Little Bear, Twilight, Fluttershy, Applejack, Pinkie Pie, Rainbow Dash, Rarity, Spike, and Starlight were playing tag. Twilight was it.

The pegasus went out into the field, trying not to be seen. She wanted to surprise the group. She darted to the tree, went into it, and got a closer look while hanging on to a branch.

Rarity was running around the tree until Twilight finally caught her. Twilight flew into her and knocked her on her back. Rarity was laying on the ground while Twilight had her hooves pin her body down into the grass. "Haha. Gotcha, Rarity.", she laughed.

Rarity giggled. "You got me.", she laughed.

"Alright, Twilight, you're it.", Little Bear said.

"You know, I'm starting to like this game.", Spike said.

"Me two.", Pinkie said.

"I've never played something like this when I was filly.", Applejack said.

"Me neither.", Rainbow Dash stated.

"I'm usually busy feeding the animals in my cottage, but I never chased them around, otherwise I would cause a ruckus.", Fluttershy said.

"I'm pretty sure a lot of animals can cause a ruckus.", Starlight added.

"I'd never start a ruckus, you all know I'm not that kind of animal.", Little Bear said.

"We all know, Little Bear.", Applejack said.

"Twilight, can you get off me, so I can start chasing you?", Rarity asked, teasing her friend and raising an eyebrow.

"Well, catch us if you can.", Twilight laughed, getting off Rarity and flying everywhere.

The group started running when Rarity got up on her hooves and started chasing her friends around the field.

"Going to get him at a steady rate.", the Pegasus whispered as she waited for Little Bear to be under the branch. As Little Bear was about to be under the branch, she leaped off and landed on top of him. The two fell, causing the others to gasp.

"Whew, that was quite a landing.", the Pegasus said.

"MOM?!", Rainbow Dash shouted, shocked.

The Pegasus is Rainbow Dash's mom, Windy Whistles. She lives in Cloudsdale along with her husband, Bow Hodhoof. "Hi, Rainbow Dash.", she greeted.

"Excuse me, can you get off me, please?", Little Bear asked, still being crushed by the rainbow Pegasus's mother.

"Oh, sorry about that dear.", Windy said, getting off the bear and helping him to his feet. "Didn't notice you." She was about to head toward her daughter, but she stopped and noticed something she was looking for. "Oh my gosh, you're a bear! Sharp teeth, two big claws, a furry belly, and two big feet."

"And I can talk, too.", Little Bear added.

"Oh, you can... talk?", Windy asked.

"Of course I can.", Little bear said. "Why, am I not supposed to-"

"No, it's okay.", Windy said. "It's just that I've seen a lot of bears that don't talk in Equestria."

"That's because I'm from here, I'm from another world.", Little Bear said.

"Oh, you're not from here?", Windy asked.

"He's new to this place, Mom.", Rainbow Dash said.

"Of course.", Windy said. "Thank you for pointing that out, Dear."

"So, you're Rainbow Dash's mom?", Little Bear asked.

"That's right, I'm from Cloudsdale.", Windy said.

"What's that?", Little Bear asked.

"It's a place in the clouds.", Windy said. "I been supportive for my daughter for years, until me and my husband found out she's a wonderbolt. Then, after a while, she showed us that she now appreciates our support and forgave us."

"Wow, Cloudsdale doesn't sound like a bad place.", Little Bear stated.

"Of course it isn't, you'll love it there.", Windy said.

"Can you take me there?", Little Bear asked.

"Sure.", Windy said. "I was planning on studying bears, but since I met you for real, I guess I could get to know you."

Rainbow Dash felt her nerves burn inside her. "Um, Little Bear, can I have a word with you... in private, please?", she asked, shyly. She and Little Bear hid behind a tree to talk privately.

"What's the issue, Rainbow?", Little Bear asked.

"About my mom, I wouldn't think she'd be the best newest friend.", Rainbow Dash whispered in Little Bear's ear.

"But, she is your mom, right?", Little Bear asked.

"Yes, I know that.", Rainbow Dash said. "It's just that... she's been an embarrassment to me through out me life."

"But, after all these times, you've forgiven your parents.", Little Bear said. "I think it's about time I get to know someone's parents. Do you trust me? You have to, Rainbow, I really like her."

Rainbow Dash didn't Little Bear running into trouble with her mom. But, it would hurt her mom's feelings if she didn't let her spend time with Little Bear. So, she made her decision. "Okay, Little Bear, I trust you.", she said.

"Thanks, Rainbow Dash.", Little Bear said. He ran from behind the tree and went over to Windy, which had her safari hat off. "You won't regret it. So, how do we get there?"

"Well, I have wings, so we fly to Cloudsdale.", Windy said, taking Little Bear by the armpits and zooming into the sky.

"Have fun, Little Bear.", Fluttershy said, waving to them as they flew off.

"I hope it's not too much trouble spending time with somepony else's mom.", Twilight hoped.

The two made it to Cloudsdale. They landed softly onto a cloud. Little Bear took a look around. "This is what Cloudsdale looks like?", Little Bear asked.

"It sure does.", Windy said. "Let me give you the grand tour." She showed Little Bear the water factory where they make snowflakes. Then, she took him to where they make the rainbows. Then, she took him to where they make the steam.

"I guess Cloudsdale is a really awesome place for Rainbow Dash.", Little Bear remarked.

"Yeah, it sure is.", Windy said. "Since I showed you the whole, do you want to do what I like to do when I'm not around in Cloudsdale?"

"Sure.", Little Bear said. "What do you like to do?"

"Go to the beach.", Windy said.

"That sounds like fun.", Little Bear said.

"But, I have to go back to my house to get some stuff.", Windy said. "Oh, since we're going there, I can show you my house." She and Little Bear went over to the house.

"That's a nice house you got there.", Little Bear complimented.

"Thank you.", Windy said. "I've been taking care of Rainbow Dash in this house ever since she was little. We took baths together when she was a foal."

"I bet she reminded you to scrub the back of her ears.", Little Bear said.

"Oh.", Windy laughed. She booped the bear in the belly. "Boop!" Then, she went into the house. She put on her swimsuit, she grabbed her beach balls, sand shovels and buckets. Then, she headed out her house, took Little Bear by the pits once more, and flew over to the beach.

Little Bear and Windy finally arrived at the beach. They both landed on the sand softly. "Alright, I cannot believe we made it.", Windy said.

"I cannot believe it either.", Little Bear said. "The sun's really bright for a day at the beach."

"That's why you have to wear sunscreen every day when it's really sunny.", Windy said. "So, you want to play catch?"

"Yes.", Little Bear said.

Windy flew to six feet away from Little Bear and threw the ball at him. Little Bear caught the ball and the threw it back at Windy. Windy caught it and threw it back at Little Bear again. "This is beautiful, this day is amazing.", Little Bear said, catching the ball and throwing it back.

"Yes, best beach day ever!", Windy cheered, catching the ball and throwing back to the bear.

But, instead of Little Bear catching the ball, it hit him in the stomach and knocked him down to the soft sand. Little Bear laughed as he spread his body around the sand, as Windy flew circles around him, she was laughing as well.

Little Bear tried to still laugh at the fun, but he let the texture of the sand overcome him, causing him to fall asleep and snore like an actual bear.

Windy giggled as she picked up her sand bucket, scooped up some sand, and poured it on Little Bear's belly.

Little Bear woke up and saw Windy scoop up more sand and poured on Little Bear, covering up his sides and waist. "Hey, what are you doing?", he asked.

"I'm burying you.", Windy laughed, as she scooped up more sand and poured it on Little Bear's thighs.

Little Bear went back to sleep as Windy covered Little Bear's knees up with sand. Windy then covered up Little Bear's lower part of his legs. She then covered up Little Bear's feet with sand. Windy continued to put more sand on Little Bear until it was a big oval mountain on Little Bear's body. She then covered his arms with sand. She then poured more sand on Little Bear making the sand go up to his chin. Then, she poured even more sand, making go over Little Bear's face and covering the top of his head.

All of a sudden, the sand shook with a growl underneath. Then, there came a roar. Little Bear jumped out of the sand, with sand covered all of him head to toe. "I am the sand monster.", he said, getting ready to chase Windy.

"No, don't get me!", Windy said, running away from Little Bear. "Don't get me!"

They ran to the water and jumped in. The water washed off all of the sand from Little Bear's body. Their heads sprung out and looked at each other. "You're not a sand monster, you're Little Bear.", Windy said.

Little Bear began running around the water. Windy joined in. Then, they both jumped in the water once more. "Whew, that was a lot of fun.", Little Bear said. "Thanks for that, Windy."

"Anytime, Little Bear.", Windy said.

They both walked out of the water, Windy was tired from all the playing. "You know, I think I had enough for today.", she said. "What do you say we head home?"

"That sounds like a good idea, I'm tired two.", Little Bear said.

Windy took Little Bear to Twilight's castle. "Well, I guess that's the end of the day.", Little Bear said.

"Thank you for spending time with me, Little Bear.", Windy said. "I really had a lot of fun playing with you at the beach."

"You're welcome.", Little Bear said. "And I got to say, you raised a pretty great flyer, I'm sure you're a great flyer two."

"Thank you, Little Bear.", Windy said. She kissed him on the cheek and flew off into the sky.

"Bye.", Little Bear said, waving to the Pegasus.

Ep. 34 - Little Bear's Bad Day

The sun was shining bright on the town of Ponyville. The window of Little Bear's room in Twilight's castle was open. He woke up as the sun shined in his face.

Twilight came in. "Good morning, Little Bear.", she said.

"Good morning, Twilight.", Little Bear said.

"Did you sleep well?", Twilight asked.

"Yes, thank you.", Little Bear said.

"Come on down for some breakfast.", Twilight said, walking out of the room.

"Coming.", Little Bear said, hopping off his bed. As he took a step forward, he tripped on a gem near the bed. Little Bear got back up on his feet and picked up the gem. "I bet this is one of Spike's gems."

Little Bear walked to the map room where Spike and Twilight are eating breakfast at the table. Twilight's eating pancakes and Spike was eating cereal. Little Bear walked up to the table and sat down.

"Good morning, Little Bear.", Spike said.

"Good morning, Spike.", Little Bear said. "Does this gem belong to you?"

Spike took the gem from Little Bear's hand. "Yes it is.", he said. "Did you get this out of my room?"

"No, it was next to my bed.", Little Bear said.

Twilight was about to take another bite of her pancake, but she stopped herself to glare at Spike. "Spike!", she scowled. "How many times have I told you not to leave your gems in random places?"

"Sorry, Twilight.", Spike said.

"Spike leaves gems in random places other than his room?", Little Bear asked.

"Yes, and it gets on my nerves a lot.", Twilight said. "You don't leave your stuff in random places do you?"

"No, I keep my stuff organized.", Little Bear said.

"That's good.", Twilight said. She used her magic to bring over Little Bear's breakfast. It was waffles. "Here you go."

"Thanks.", Little Bear said, putting the plate of waffles down in front of him. As he did, he accidently spilled Spike's juice. He gasped. "I'm so sorry, Spike."

"It's okay, Little Bear.", Spike said. "It happens." He reached over to the forks and grabbed one. "You might need this."

Little Bear took the fork and swung his arm, causing the fork slip out of his hand and fall to the floor. He and Twilight looked at each other.

"I'll get it.", they both said, as they accidently hit heads together.

Twilight blushed as she giggled. "How embarrassing of me.", she said. "I'll let you get that."

Little Bear picked up the fork. He turned and hit his head under the table.

"Oh my gosh, Little Bear.", Twilight gasped. "Are you ok?"

"I'm having a bad day.", Little Bear said sadly.

Little Bear was heading over to Rarity's boutique to see Rarity and Starlight doing something with sticks. "Hey, Rarity. Hey, Starlight.", he said.

The two girls turned to see him. "Hello, Little Bear, Darling.", Rarity said.

"Hi, Little Bear.", Starlight said.

"What are you two doing?", Little Bear asked.

"We're building a castle of sticks.", Rarity said. "What are you doing here?"

"Twilight told me I should go to the market to pick berries.", Little Bear said.

"We need help placing the last one on the very top.", Starlight said. "Can you help us?"

"I'd rather not, I'm having a bad day.", Little Bear said.

"Oh, we're sorry to hear that.", Rarity said.

"But, I'm pretty sure you can do it.", Starlight said.

"Oh, alright.", Little Bear said, getting on the box. He reached to the very top and placed the last stick with the flag. "That should do it."

"Oh, thank you so much, Darling.", Rarity said. She picked a flower and gave it to Little Bear. "You deserve it."

"Thanks.", Little Bear said. She smelled it and got a tickle in his nose. He got closer and closer to sneezing.

"Oh my.", Rarity gasped. "What I have I done."

Little Bear sneezed, causing him to fall backwards and destroy the castle.

"Gazuntite.", Starlight said.

"Thanks.", Little Bear said.

Little Bear went over to a tree at Sweet Apple Acres and sat down under it. He took a look at the amount of berries he collected. "This should be enough.", he thought.

"Hi, Little Bear.", a voice said.

Little Bear turned and saw Apple Bloom resting on a pillow.

"Hi, Apple Bloom.", Little bear said. "I didn't see you."

Apple Bloom rested her head on the pillow and relaxed. "Beautiful day, huh?", she asked.

"No, I'm having a bad day.", Little Bear sighed.

"Well, all days don't have to be bad.", Apple Bloom said. "What's in the basket?"

"Berries.", Little Bear said.

"Did you need some grape juice?", Apple Bloom asked.

"I wasn't asking for grape juice, but sure.", Little Bear said.

"I'll go get the grape juice maker.", Apple Bloom said.

The grape juice maker was now set. Apple Bloom threw some grapes in the bucket. "Alright, you're up, Little Bear.", she said.

Little Bear walked a few inches near the grape juice maker, but took a step back. He was worried. "I can't, I'm afraid I might break it.", he said.

"I tried it before, it's pretty strong to hold a filly like me, I'm sure it'll hold a big bear like you.", Apple Bloom said.

"Ok, I'll get in.", Little Bear said. He climbed in and stomped on grapes. The faucet poured out some grape juice into a bottle. "This is fun." He jumped and slammed his feet on the inside of the bucket, and accidently cracked it. The faucet broke off. Mashed up grapes squirted out of the bucket and got onto Apple Bloom.

Little Bear lost his balance, fell into the bucket, and broke everything.

"You weren't kidding when you said you were having a bad day.", Apple Bloom said.

Little Bear was holding onto his foot, he was feeling pain in his foot. There was a thorn in his sole. He pulled it out. "A thorn.", he said. He stood up and slipped on grape juice. He fell on some wood and got another thorn in his bottom. "Another thorn."

"What in tarnation is going on here?!", Applejack asked, bursting out the house. She saw that Little Bear destroyed the grape juice maker. She ran up to him. "Little Bear, what have you done?!"

"I'm so sorry, Applejack.", Little Bear said. "Now, if you'll excuse me, I need to get this thorn out of my bottom."

Little Bear was back at the castle. He was having Twilight take the thorn out. "Can you see it, Twilight?", he asked. He was laying on the couch on his belly.

"Yes.", Twilight said.

"Will this hurt?", Little Bear asked.

"Maybe a little.", Twilight said. She put the pliers to Little Bear's bottom and pulled the thorn out. "It's out."

"Thanks, Twilight.", Little Bear said.

"Your welcome.", Twilight said. "I'm sorry you had a bad day."

"I wish this day can be over.", Little Bear said.

Rainbow Dash, Applejack, Pinkie Pie, Rarity, Fluttershy, and Starlight came into the room. "Hey, Little Bear.", Fluttershy said.

"Hey, girls.", Little Bear said. "What you doing here?"

"We were coming to see if you were okay.", Rainbow Dash said.

"I heard you had a horrible day.", Pinkie said.

"Thanks for knowing, girls.", Little Bear said. "I don't know what I'll be when I don't have you."

"I think I know the perfect cure for a bad day.", Applejack said.

"What is it?", Little Bear asked.

It's night time. The whole was tucked in a huge bed. "That's better.", Twilight said. "How's that?"

"It's wonderful.", Little Bear said. "Good night."

"Good night, Little Bear.", the girls said.