Over The Orchard Wall: an Over The Garden Wall au

by Disneymlplover

Rating: everyone
Tags: Crossover, Alternate Universe, Sweetie Belle, Applejack, My Little Pony: Friendship is Magic, Rainbow Dash, Rarity, Adventure, King Sombra
Length: 6517

Mlp fim/Over The Garden Wall au. Two sisters, Rarity and Sweetie Belle find themselves lost in a strange forest, the Everfree. With the help of a bluebird name Rainbow Dash, they must travel through this world to find home and escape.

Mlp fim/Over The Garden Wall au. Two sisters, Rarity and Sweetie Belle find themselves lost in a strange forest, the Everfree. With the help of a bluebird named Rainbow Dash, they must travel through this world to find home and escape the horrible Sombra, King of Shadows, who is hunting them down...

Published 2017-06-27 05:10:07 UTC
Last updated 2017-07-14 23:31:11 UTC

The Old Mill

Somewhere lost in the clouded annals of history, lies a place that few have seen. A mysterious place, called The Everfree Forest. Where long-forgotten stories are revealed to those who travel through the woods…

In this forest, a mare and a filly walked together.

“Swirly, Albert, Cuddle, Wilber, Frowny…” The little pale filly said, carrying a green alligator on her back. “But I think the worst name for this alligator is-” Her older sister stopped her suddenly.

“Sweetie Belle… dear, where are we?” Rarity whispered. The girls looked at the jarring woods around them and shook a little bit.

“T-The woods… but I don't know how we got here…” Her sister replied, going behind her sister.

“I thought we were walking home.” Rarity said. She grabbed her little sister’s hoof. She looked around. “Oh, we should’ve left a trail!”

“I can leave a trail!” Sweetie Belle cried, throwing out candy that she had stored in the little teapot that was on her head.

“That's charming, darling, but I don't think that will work.” Rarity sighed. “ I miss my fainting couch! My broken heart is all the way at home! Strewn about my graveyard of lost loves!”

There was a sudden thud that made both girls jump.

“Did you hear that?” Rarity asked. Sweetie Belle nodded, “I did…. What is it?”

The sisters walked up to the continuing thuds and Rarity stopped her sister from running to it. “Do you think it's a pony with firm legs that could kick really hard and that’s waiting for innocent victims?” She squeaked in fear. Sweetie Belle pushed past her and ran off. “Sweetie Belle!”

Rarity grabbed Sweetie Belle’s mane with her magic and ran to her. “Sweetie! You're going to get us in trouble, again!”

Sweetie Belle pointed to a stranger. It was a mare about Rarity’s age with orange fur and a blond mane wearing a brown hat. She using a pickaxe to get a dark coal mound that seemed to almost have the face of a child… She hummed softly as she worked.

“She looks nice.” Sweetie Belle squeaked. “We should ask her for help!”

“We are not asking her for help!” Rarity hissed.

“But-”

“Be quiet!” Rarity whispered.

“You be quiet!” Sweetie Belle cried.

“Oh hush, You be quiet!” Rarity snapped. She covered the girl’s mouth and Sweetie Belle gave a muted groan. The pony walked into a different part of the forest and Rarity released her sister. “Hm… maybe we should've asked her for help.” Sweetie Belle rolled her eyes. They suddenly heard behind them, “I can help you.”

They turned to see a bluebird up in a tree. Rarity saw rainbow feathers on its head. “You two are totally lost.” It said.

The mare gasped.

Rarity grabbed her head and swayed. “What Equestria is going on?!”

“Well, you're about to faint…” Sweetie Belle whispered.

“Sweetie Belle, birds can't talk!”

“But cows and donkeys do!” Sweetie Belle insisted.

“But not birds!” Rarity cried.

“Ha, you're not from around here, are you.” The bird smirked.

As Rarity talked to her, Sweetie Belle saw a little black butterfly nearby. She smiled and put a little piece of candy on it. She grinned, thinking it looked like a bow, making the butterfly prettier. She turned to her sister and stuck one on Rarity’s cape. Rarity was about to take it off when a voice startled them all. “What are you two doin’ out here? Explain yourselves!”

The bird yelled to them, “Ok, see you two later.” She flew off.

“Calm down, darling.” Rarity said, instinctively stepping in front of her sister.

“These woods are no place, for a child like her!” The mare said, pointing to Sweetie Belle. “Don't you know that Sombra, the King of the Shadows is looking here?”

“Sombra? Who is that?” Rarity gasped. “I'm just trying to keep us safe and get home!”

“Well, welcome to the Everfree Forest, girls, my name is Applejack. You're more lost than you realize.” Applejack whispered.

“Ah’ found this homestead abandoned, and re-purposed its mill, for, my, needs.” Applejack said, lighting a fire in the fireplace. She turned to Rarity. “You and your sister should be safe here, while Ah’ work.”

“What… is your work?” Rarity asked tentatively.

“Let's see… how to explain this...Everypony has a torch to burn, and this here's mine.” Applejack said, patting the lantern. “I grind the pieces from the horrible Shadow Coal into oil, to keep this lantern lit. It's is my life, my burden.” She whispered.

Rarity walked over to Sweetie Belle and whispered, “Dear, I don't think this mare is… right in the mind, we should escape, if we can. But she knows the woods really well, so we should cast a sleep spell on her. But that might turn out bad, forget that plan!”

“Okay!” Sweetie Belle cried at full volume.

“What are you two whispering about?” Applejack growled.

“Er, definitely not about running away…” Sweetie Belle said.

“Leave, if you wish.” Applejack sighed. “But remember: Sombra haunts these woods, ever singing, his mournful melody…” She walked closer to them. “In search of lost children souls, such as yourself!” She pointed to Sweetie Belle.

“T-To… help me?” Sweetie Belle asked.

“No, not to help you…” She looked up at Rarity. “Sombra won't go after you, since you're technically a adult, like I am. You must protect her from him.”

Rarity gave a slow nod.

“I have work to do in the mill. When I'm finished, I will do what I can to guide you. If you are still here when I return….” The mare left.

Rarity took her sister’s hoof and said, “We… could leave. But I'm not sure, I don't want that monster coming to snatch you away!” She hugged her sister and the girl pushed her away. “I don't either.”

“Do you think there really is a being of shadows out there? Or is that mare lying?” Rarity asked.

“Probably not, she seems pretty honest to me.” Sweetie Belle said, trying to power up her horn.

“I mean, she could've done away with us by now, if that was her plan. And she lit that fire, that's...pretty nice.” Rarity smiled, sitting by it.

“Yeah!” Sweetie Belle cried.

“I suppose there could be a shadow king, there was a talking bird.” Rarity sighed.

“Yeah!”

“Oh Sweetie Belle!” Rarity sighed, flinging herself on a couch. “Sometimes I feel like I'm just like… a boat, upon a winding river...twisting, towards an endless black sea… Further, and further, drifting away...from where I want to be… who, I want to be…”

“Hm… Did you know that if you sing really high, you can shatter glass?” Sweetie Belle asked. “It's a rock fact!” She showed a rock with a small face drawn on it.

“Sweetie Belle, I love you, but you are not helping… Why don't you just play with your alligator?”

“Oh dear! I wonder where that alligator went.” Sweetie Belle said.

Sweetie Belle skipped outside, looking for her new pet. “Kitty? Kitty, where are you? Do you just not like your name?” She slipped on the candy trail she had made. “Ouch! Hm, maybe it wasn't a great idea making this path.” She suddenly heard a growl and glanced up. She ran to the branches and peeked into the woods. She then heard the waddling of a baby alligator’s feet and turned, “Oh, there he is!” The girl squealed.

She got onto a barrel and saw through the window Applejack grinding pieces of Shadow Coal. She saw the bottles fill with oil. “Rarity would hate that icky-” She slipped into the barrel. She hugged her alligator when she felt it.

The filly then heard growling and glanced up. “Rarity? Kitty?"

A ginormous shadowy wolf with glowing red and green eyes growled at her as it put its head in and she gasped in fear. “I really like your mane.” She squealed, panicking and not noticing the creature didn't have a mane.

Rarity was sobbing on the couch when she heard the breaking of wood. She gave a sniff and wiped away her dripping mascara. “Sweetie Belle?”

Applejack then walked in from the next room over and gasped. “Where’s your sister?!” Rarity hesitated but Sweetie Belle ran in with the remains of the barrel on her. “Help!” She squeaked. The door slammed open and it flung Sweetie Belle to the stairs. The wolf growled and inched closer to the girls. “It's Sombra! Isn't it!” Rarity cried. Applejack shielded them and got herself ready. Sweetie Belle suddenly hit Applejack in the head with a board, she collapsed.

“SWEETIE BELLE! WHY DID YOU DO THAT?!” Rarity screamed.

“Well, you said to forget the sleep spell plan… so I made my own plan?” Sweetie Belle laughed nervously.

“But what are we going to do about that?!” Rarity cried, pointing to the wolf.

“I’m still thinking.”

The being stalked closer to Rarity. The mare shook but Sweetie Belle poked it with the pickaxe. Rarity ran past the thing and grabbed Sweetie Belle’s hoof, pulling her away. They ran out the door together and into the mill part of the house.

The shadow chased Rarity but part of the mill fell on it. Sweetie Belle ran to her sister and saw Rarity throwing apples at it.

“Am I supposed to throw something?” Sweetie Belle gasped. She remembered the candy and threw it from her teapot. The beast devoured it.

“It's eating your candy?” Rarity whispered.

“I wonder if it followed that trail I made out of candy right to this mill…” Sweetie Belle whispered.

“Sweetie Belle” Rarity’s face turned red with anger. “You lead Sombra right to us!”

The brute was back and he pushed over the platform the girls were standing on, separating them from him.

“Run!” Rarity yelled as the thing scratched at the platform to get them.

Sweetie Belle pointed to stairs and they ran up them to the roof. The girls screamed in fear as the wolf ripped through the ceiling.

“Give him the rest of your candy!” Rarity cried.

Sweetie Belle felt in her hair then realized she had no candy left. She turned to see one was still on Rarity’s cape and threw it at the waterwheel.

The shadow leapt for it and got crushed in the water wheel, spitting out the black butterfly Sweetie Belle had seen earlier. The roof collapsed from impact, the sisters fell in the river.

Rarity coughed up water and gasped in horror. “MY MANE! It's all wet and it smells funny and… oh, this is thee worst possible thing!” She groaned. A playful giggle distracted her from her grief as she saw her little sister playing with a tortoise.

“Rarity! He spit out that butterfly, and now he's my friend!” Sweetie Belle cried, hugging it. The animal slowly walked away and Sweetie Belle gave a sigh, “Ain't that just the way…”

Applejack was nearly collapsed over the mill. “The mill is gone! The oil… gone!”

“But… we saved you from Sombra.” Rarity said, pointing at the turtle.

“That turtle?! That is NOT Sombra!” Applejack snapped, snatching her pickaxe away from Rarity. “The King of Shadows cannot be mollified like somepony’s pet!”

Rarity back away to her sister.

“He stalks, like the night,” Applejack growled. “He sings like the Windogos, he is the Death of Hope!! He steals their children, and, he'll...ruin…” The girls watched the mare mumble softly.

“Sweetie Belle, why can't you just do as you're told?” Rarity groaned.

“You've got it backwards, Rarity!” Applejack stood up to face her. “You are the elder sister! You must protect your little sister from harm, you hear me?!” She yelled. Rarity thought she saw tears in her eyes and saw the mare clutch the lantern hard.

“Of course… I'm sorry.” Rarity whispered.

“You must go…” Applejack sighed, feeling a presence. “Take your sister north, find the nearest town.”

“Yes, come on Sweetie Belle.” Rarity said. Sweetie Belle put the alligator on her back and reached her Rarity’s hoof. The mare took it. They leaped over rocks and Applejack watched them.

“Beware the Everfree Forest!” Applejack called. “Beware the King of Shadows!”

“Alrighty then.” Rarity sighed.

Applejack’s eyes and voice softened seeing Sweetie Belle with the alligator. “And you, young one, care for that alligator, give him a proper name.”

“Ok!” Sweetie Belle grinned.

Later that night, the sisters walked together to the north. “Rarity, I thought of the perfect name for our baby alligator. I'm going to call him Rarity.”

“That will get really confusing, dear.” Rarity smiled.

Sweetie Belle skipped alongside her. “No, it won't, I'll call you Kitty.”

“What?” Rarity laughed. “Well then, I'll have to call you ‘candy mane’.”

“Oh! Pretty please!” Sweetie Belle cried. The alligator on her back blinked and the girl giggled, “Good one, Rarity.”

“Why, thank you!” Rarity beamed.

“I'm not talking to you, I'm talking to Rarity!” Sweetie Belle laughed. The two smiling sisters didn't see a bluebird watching them from the darkness…

Author's Note

I hope you guys like this! I LOVE Over the Garden wall, and combining it with Mlp? Even better. :duck:

Hard Times in our Town

“La, la, la,” Sweetie Belle sang, skipping by her sister.

“It's almost morning…” Rarity sighed, looking at the rising sun. “We should’ve found a town by now… This is the way Applejack told us, isn't it?”

“I'm sure it is!” Sweetie Belle said. She started singing again. Rarity rolled her eyes and walked ahead of the cheerful child.

“Help!” A voice called. Sweetie Belle heard it and stopped singing. “Did you hear that?”

“It's probably nothing, darling.” Rarity said. She saw a sign and read it out loud, “Town… one mile! Oh, a town! Come along!”

“Come on, Rarity!” Sweetie Belle cried, running to where the voice had came from.

“Hey, kid!” The voice called.

“Me?” Sweetie asked, stepping to the bush the voice had came from.

“Yes, you.”

The girl peeked into the bush and saw the bluebird that had spoken to them once before. “Oh. Hello there.”

“It's you again.” The bird gasped, reconzing the girl. “Help me out of here and… I'll owe you a favor, sounds good?”

“I get a wish?!” Sweetie Belle squealed.

“What? No… not a wish, just help from the awesomest bird around.”

“Hm, can you turn me into a bunny?” Sweetie Belle asked.

“I can perform the best aerial show you've ever seen!”

The girl blinked.

The bird frowned and grumbled, “Listen, kid, I’m not magic.”

“Oh… Well, it doesn't have to be a magic bunny.”

“Sweetie Belle, stop talking to a bush.” Rarity said, walking over.

“I made a new friend!” Sweetie Belle said, freeing the bluebird.

“Thanks.” The creature smiled. “Now I owe you that favor…. You two are just two lost ponies with no purpose in life, right?”

“Um… no-” Rarity started.

“How about I take you to Chrysalis of the Pasture, the good Queen of the Woods?”

“No, thank you!” Rarity huffed. “We're going to this town.”

“Yeah, come on!” Sweetie Belle cried. The bird started to fly after her and asked, “What about that favor?”

“I'll think of my wish later.”

“Let's bond.” Sweetie Belle grinned to the bird later. “My name’s Sweetie Belle, what's yours?”

“Rainbow Dash.” The bird answered.

“My sister's name is Rarity.”

“I don't really care, I thought we were talking about me.”

“And my alligator's name is Rarity Jr.! But that might change.” The girl grinned.

“Uh-huh, okay, how about you and I just ditch your sister?” Rainbow asked hopefully.

“Nah, Rarity would be worried sick.” Sweetie Belle said. “So, is it fun being a bird?”

“Nope.”

“Oh. Do you like waffles?”

“Waffles make me sick.” Rainbow shrugged. “I eat… maggots.”

“Gross! How can you eat worms?!” The girl gasped. She suddenly tripped over a rock. “Ouch.”

Rarity saw the town and smiled. “I hope they have a spa in this civilization! I really need one right about now!"

The girls walked into the town, which seemed completely empty. “Hello?” Rarity called. She turned to her little sister, “Do you see anypony?”

“Oh, I see you.” Sweetie Belle suggested.,

“I see you too, dear.” Rarity huffed. They continued to walk and Rainbow said, “Hey, not to be a pain, but this ghost town isn't getting you two home.”

“Not to fear! There has to be somepony… somewhere.” Rarity sighed. She checked in all of the homes but found no one. She then started to hear music and walked to it with her sister.

They came to a little house and peeked in through a crack. They saw ponies singing and dancing around a maypole. The girls noticed something peculiar, they all had the same cutie mark!

“What in the Equestria?” Rarity gasped. Suddenly, a pony ran into them. “Sorry!” The pony laughed. “Welcome! Hey, you two should cover your cutie marks, and join us!”

“Oh! You painted those equal signs on!” Rarity sighed with relief.

“Sure. We can't all have the same talents… can we?” Rarity felt a shake go down her spine at his words.

“You guys find this place as weird as I do, right?” Rainbow Dash asked, seeing a creepily wide smile from a pony.

“So, they have the same cutie marks and they have a bad sense of fashion… They seem nice enough…” Rarity chuckled nervously.

“So, you don't believe me, I'm just saying, this is strange.” Rainbow growled.

“I'll find some strong stallion to help us get home, shouldn't be hard!” Rarity smiled. “Sweetie Belle, stay out of trouble. Rainbow Dash, thank you for your help, but you can leave now.”

The bluebird gave a cough, “Um, no. You saved me, I'm honor-bound to help you two. That's the bluebird rules.”

“Fine.” Rarity sighed. She walked away. Sweetie Belle looked up at Rainbow Dash, who was on her head, “Rainbow, would you care for this dance?”

“I don't dance.”

“Come on, let's dance!” Sweetie Belle squealed, running to the celebration. The filly didn't see a unicorn watching her, and her cutie mark.

Rarity searched until she found a stallion.

“Say, why do you have a cutie mark?” The stallion asked.

Rarity glanced up. “Whatever do you mean?”

“Well, it doesn't seem like you're… ready to join us yet.” The pony said, his ever present smile almost faltering.

“Join you? Oh, no. I'm just passing through.” Rarity said, feeling dread creep into her.

“Ponies don't tend to ‘pass through’ our town.”

“Is that so?” Rarity chuckled.

“It is, it's nice here.” The pony grinned.

“I'm looking for a strong handsome stallion such as yourself to take me out of this place.” Rarity said, batting her eyelashes.

“What? Leave?! Who wants to leave?” Another pony gasped.

The others turned, their smiles growing. One closed the door, leading the room to darkness…

“Rarity? Are we leaving?” Sweetie Belle whispered, running to her.

“Let's leave immediately! Just hold onto me and I can get us out in ten-” Rainbow was interrupted by ponies whispering, “Maybe they’re here to join us!” One said.

“Or just see how much fun we’re having!” Another laughed.

“But they can't have much fun here, with those.” A pony growled, pointing to their cutie marks.

“Calm down, my friends!” The crowd parted to reveal a light pink pony with a purple and turquoise mane. “Let's not be too hasty! New friends are always welcome.”

“What should we do with them, Starlight?”

“I'm out of here.” Rainbow whispered, flying away.

“Now,” Starlight said, smiling as she walked up to the sisters, “how did you come across our little town?”

“W-we’re trying to get home..” Rarity whispered. “We came from the woods and we saw the houses and heard the music, and well… We should go.” The mare grabbed her sister’s hoof in the circle of ponies that surrounded them.

“So, let me see… you come to our town, interrupt our party, have those on your flank, and now you want to leave?” Starlight laughed.

“Er, yes.” Rarity said.

“You can't convict! You don't have proof!” Sweetie Belle huffed to the leader. A pony suddenly walked up with Rainbow Dash struggling in her hooves. “This one was trying to escape!”

“Let me go! I don't know these goons!” Rainbow snarled.

“Girls… It saddens me that you don't want to stay here with us, partic because I have to punish you for it!” Starlight tisked, walking up to them.

“I told you this place was bad news!” Rainbow yelled to Rarity.

“So, by the order of our town’s leader, me, I find you guilty of trespassing, disturbance of the peace… and murder.” Starlight hissed, in thier faces now.

“Murder?!” The girls gasped.

“Oh, no, not murder.” Starlight chuckled. “But for the other things, I sentence you to..”

The sisters held hooves, shaking.

“a few hours of manual labor.” Starlight shrugged.

“That's it?” Rarity asked.

Rarity was moaning while Sweetie Belle worked, picking corn, loading crops, raking and hoeing. “I'm… almost done!” The filly breathed. They all had chains on their legs.

“Good job, darling! Keep up the good work!” Rarity called.

“Rarity, maybe you should help your sister?” Rainbow suggested, seeing Sweetie Belle hum as she started to push a board of wood to a empty plot of land. “Sweetie Belle had this under control, she knows I can't stand dirt… or mud… or getting my hair tangled.”

“And when she finishes? Then what? You'll wonder the woods forever?” Rainbow growled.

“I… Maybe we'll just stay here, in this town, it's nice here.” Rarity chuckled. She gave a sigh, “I don't know.”

“Why do they even have Sweetie Belle building that house? Maybe they really do want to keep you here.” Rainbow smirked jokingly.

“Hey! I found a treasure!” Sweetie Belle cried, poking her head out from working.

“See?” Rarity smiled to Rainbow Dash. “What is it, darling?”

“It's a stick!” Sweetie Belle cried, waving it at her. Suddenly, a magic aura incased the staff and tore it away from the filly, making her fall to the ground.

“Your time is up.” Starlight smiled. The girls turned to her and saw her twirl the staff in her magic.

Rarity bent down to Rainbow and whispered, “I was wrong! I don't know how to get us home! Use your little feet to pick the locks!”

“Now you want my help?” Rainbow smirked.

“Yes!” Rarity hissed.

“Has the house been made?” Starlight asked.

“Well, yes… almost done.” Rarity said.

“Wonderful! Now then,” The mare twirled her staff again and Rarity caught her looking at her cutie mark. “Uh, I mean, it's not even close to done!”

“Um, what?” Starlight laughed, cutting her last word sharply.

Rarity looked at Rainbow, who was picking her own lock. “Keep stalling!” Rainbow growled.

“Well… Sweetie was making it but she found some rocks. You lovely ponies don't like rocks, right?” Rarity squeaked.

She heard some muttering and presumed the answer was yes. “And so, we were wondering what to do with these rocks and we…” she heard running behind her and saw Sweetie Belle and Rainbow escaping. “They left me.” Rarity whispered.

“Tell me, are you sure you want to leave?” Starlight started to aim her staff.

“Yes!” Rarity cried.

“Oh, well, worth a try!” Starlight smirked, putting down the staff. “You’ll join us someday, as all ponies must.”

“Why are you still here?!” The unicorn jumped and turned to see Rainbow

“Excuse me, you two left me to rot!” Rarity hissed. The bluebird nodded down to her hoof and the unicorn saw the chain was unlocked. “Oh.”

Together, the trio traveled and Rarity kept glancing behind her shoulder. "Are they following us?”

“No.” Rainbow and Sweetie Belle said together.

Rarity looked up at Rainbow who flew ahead, “I suppose we're even now, aren't we?”

“I wish.” Rainbow Dash sighed. “However, you weren't actually in any danger with those weirdos.”

“Oh!” Rarity chirped. “Then you still must help us get home!”

“I got it!” Shouted Sweetie Belle suddenly. “I wish to go home!”

Rainbow Dash looked ready to facepalm. “Kid, for the last time, I can't do magic! I'm bringing you two to Queen Chrysalis. That's where I'm going.”

“Rainbow, why are you going to Chrysalis’?” Sweetie Belle asked, skipping beside her.

“I guess, in some ways, I'm trying to get home, too.”

“That's a bit vague… What does that mean?” Rarity said as they walked together to the sunset.

“Hey, stick your nose in somepony else’s business. I’m not telling you anything.” Rainbow huffed.

“Rude.” Rarity said. She felt the wind go through her mane. “I hope this queen is more helpful than that farm pony was, her directions were… not very good.”

Schoolhouse Follies

“I don't know who she is, or how she is or what, when, or why she is, but as to where she is, it's where we will go.” Sweetie Belle sang. “To the queen, to the queen, let's hope she isn't super, duper mean….”

Her companions groaned, getting annoyed.

“To the queen, to the queen! Let's go to the queen’s place.” Sweetie Belle stopped singing and said, “I'm still working on that last part, but that's the idea so far… Rainbow, you sing the alto part, Rarity, you sing the soprano part, and I'll sing the high soprano part.”

“I don't want to sing at the moment, dear.” Rarity sighed, trying to get a stick out of her mane.

“Yep, nopony’s singing anything, anymore.” Rainbow growled. “Rarity, come on.”

Rarity stopped trying to get the stick out and sighed, “Fine!”

“But we have to do something fun.” Sweetie Belle groaned.

“Actually, we really don't. We can keep walking, in silence!” The bird said. She turned to see Rarity. “Let's go!”

“But this cannot wait!” Rarity cried.

“But we should-” Sweetie Belle was interrupted by Rainbow Dash, “Be glad you're nothing like your sister, kid. She's over dramatic, silly, a bit of a pain.”

“Why, I never-!” Rarity gasped.

“See? Just don't be like that.”

Sweetie Belle looked up, “But… being over dramatic can be fun.”

“Well, the world is a miserable place, Sweetie Belle. Life isn't going to be fun.” Rainbow sighed.

“Then I'll do what I need to do, I guess.” The filly whispered.

“Thanks.” Rainbow replied. “We must get you guys to Chrysalis's so I can wash my hooves clean of this mess. And if you could pick up the pace a bit, that’d be great, okay?” The bird turned and saw the girl was gone. “Uh, where's Sweetie Belle?”

“Oh, she must've wandered off.” Rarity said.

“Ugh!” Rainbow cried.

Sweetie Belle was walking with her baby alligator on her back, “We need to do our part to make the world a better place!” She smiled.

The alligator blinked and she nodded, “Yeah!”

There was a sudden ringing and she looked up to see a small schoolhouse. Sweetie Belle gave a groan, “School? Not today!” She skipped off into the woods.

“Sweetie Belle? Sweetie Belle, where are you?” Rarity called. She glanced in the school house and frowned, “Sweetie Belle?”

“Please take your seats, children.” The teacher said, a pink mare with smiling flowers as a cutie mark. “You’re late. You know the rules- “Once the bell has rung, class has begun.” The students were all animals with clothes on. Rarity felt underdressed.

“Listen, she's not a egghead like you, so, we're just gonna…” Rainbow was interrupted by Rarity crying, “We're not children, I'm a adult! Stop insulting me so! I'm looking for my little sister!”

“Seat, now.” Miss Cheerlie growled.

“Oh, if I must!” Rarity sighed, putting a hoof to her head.

“What are you doing?!” Rainbow hissed as Rarity basically collapsed into a chair.

“I'm being over dramatic, darling.” Rarity huffed.

“Your sister could be in danger out there!” Rainbow growled.

They suddenly heard a knock at the window. They turned to see Sweetie Belle who waved. She looked at the classroom and frowned. The girl turned to see her alligator, laughed, and ran to him.

“Bluebirds have a short life span. You two are literally killing me every moment I’m forced to spend with you!” Rainbow cried, thumping her head on the table.

“Oh goodness, no!” Rarity said, just to spite the bird.

“Young filly, I will not stand for such nonsense in my classroom. I got enough nonsense from that no good, two-timing, low-down handsome stallion of mine.” Miss Cheerlie cried, going to the window. Suddenly, the lights dimmed. “Oh, Big Mac, why did you have to leave me so? And now, with Mrs. Harshwhinny is threatening to close the school, and that wild gorilla on the loose, I just have one thing to say…”

“Oh boy.” Rainbow mumbled.

Miss Cheerlie started, to sing, as the bird knew she would. “A is for the apple that he grew for me, but I found a worm inside. B is for beloved that I…”

While she was singing, Rainbow whispered, “How is this educational?”

“What’s that? Young filly, go to the dunce box.” Cheerilee growled, pointing to it.

“Oh woe is me!” Rarity cried.

“Oh bother.” Rainbow growled. Rarity walked to the dunce box.

“Now, where were we? Oh, yes.” The teacher said. “G is for the gentlepony I thought he was, when he first blushed at me…”

Sweetie Belle sat outside with some animals who were skipping school as well and said, “So, my theory is that milk actually comes from cows, regardless of what they teach you in school. But you guys don’t go to school, huh? I’m gonna stick with you guys.” She grinned.

The sweet filly watched them stare and blushed. She then leapt up. “Ooh! Let’s play “Two Old Cat”! Do you guys know how to play “Two Old Cat”?”

The animals blinked and she stood in front of them, “It’s fun, I play it all the time with my kitty at home. I’ll show you.” The filly searched for a old cat and found one. “Here's one old cat!” She cried triumphantly.

The other children started looking and a deer found a old cat. He showed the filly and she smiled, “You found another one! Wait, no… I think that cat is too old.”

The cat meowed and she pet its head, “Sorry kitty. We’ll have to find another old cat.” The filly set out a bowl of milk given to her by a raccoon.

“Hey Sunny, I think there’s one behind you!” She cried. The possum turned and heard raspy breathing. Suddenly, a giant gorilla leapt out.

“Gorilla! Run away!” Sweetie Belle yelled.

“And why, yes ‘Y’, is the question that’s on my mind, Oh why…” Miss. Cheerlie sat on the floor in despair.

“Hey, egghead. This is dreadful.” The bird hissed to Rarity.

“If somepony didn't tell me I was overdramatic, we wouldn't be here.” Rarity huffed.

Rainbow thumped her head down just at the bell toiled.

“Huh? Mealtime already? Well, come along children.” The teacher said, motioning for them to follow.

Sweetie Belle hung for dear life on the bell with her new friends but soon didn't have the strength to hold on any longer.

The gorilla chased the poor children around a tree while Sunny, the possum, attempted to hit it on the head with a stick from the tree. It evently knocked the gorilla out and Sweetie Belle nodded in thanks.

“Mrs. Harshwinny is coming over today, so I want you to be on your best behavior!” Miss Cheerilee rounded the kids up and Rarity went out to find her sister when Sweetie Belle came running in. The filly shoved Rarity in the line and whispered, “I wouldn't go out there!”

“But Sweetie Belle, I am not a child-”

“Come on!”

They entered the meal room and Sweetie Belle sat next to her new friends while Miss Cheerlie played the piano.

Everyone had a plate of plain potatoes and Sweetie Belle looked over at the possum, “This is a lot better than being chased by a gorilla, don't you think?”

She frowned when the possum sighed and the filly tried her potatoes. She gave a gag and nearly spit them out. “They're so bland!” The girl looked around at her sad classmates.

“I'm surprised you're not complaining about your food.” Rainbow growled to Rarity.

“It is rather horrid, isn't it.” The mare sighed.

Sweetie Belle thought of something and ran up to Miss Cheerilee. “May I try something?”

“What is it, dear?” Cheerlie asked. The filly scooted next to her on the bench and played a little tune. “Can you keep that going?”

“Certainly.” Cheerilee smiled, impressed a mere child her age wrote something for the piano that quick. The filly grabbed a jug of molasses that stood on top of the piano and leapt on the stool like it was a stage.

“Oh, potatoes and molasses, if you want some? Oh just ask us!” The girl sang, pouring molasses on the raccoon’s potatoes, “Because they're warm and soft, like puppies in socks, filled with cream and candy rocks! Oh, potatos and molasses, they’re so much sweeter than cutie mark class!” She sang, skipping on the table and giving jugs to her friends. “If your stomach is grumblin’ and your mouth starts mumblin’, there’s only one thing to keep your brain from crumblin’! Oh potatoes and molasses,” The animals and Cheerilee smiled and started to sway as the girl's voice rang through the school. “If you can't see them, put on your glasses!” Rarity clanked a spoon against cups to the music and even Rainbow mustered a smile.

“They’re shiny and large like a fisherman’s barge,” The girl sang, slipping and accidentally flinging a spoonful away. Little did she know, it hit the gorilla that was watching them. “You know you’ve had enough when you start seeing stars! Oh, potatoes and molasses.” The young animals pulled out thier instruments and started to play to the tune. “It’s the only thing left on your task list! They’re short and stout, they’ll make everyone shout! For potatoes… and... molasses.” Sweetie Belle sang, walking on the table. “For potatoes... and –!”

“THAT’S ENOUGH!” A voice boomed as the door slammed open. The music halted and Cheerlie gasped, “O-oh! Mrs. Harshwinny, madam!”

“Is this what I'm paying for?” The older pony growled, pushing her aside.

“W-we were just having fun…” Sweetie Belle whispered, slinking back to her seat.

“Hm, I didn't invest in this school for fun, and singing, and whatever else you were doing!” Mrs. Harshwinny snapped. “I thought we were trying to do important work here: teaching animals to count and spell, do something worthwhile with thier time.”

“But, we are!” Cheerilee cried. “Oh, please, madam, don’t close the school. It won’t happen again.”

“I should say it won’t.” The elder growled. She went around and grabbed every creature’s instruments. “This……this…...and this are all coming with me. Now send them to bed!” The pony snapped.

“You heard her.” Cheerlie sighed. “Off to bed with you.” The children soon undressed and went to bed. Sweetie Belle hugged the baby alligator and sighed, “I just wanted to have fun, change the world, and make it a better place. But I just made everything worse.”

“Okay, Rarity, I’ll admit it- you seem like a drama queen, but you’re not.” Rainbow Dash sighed in defeat.

“Is that so?” Rarity asked.

“Deep down in your heart… you’re a stubborn brat! When are you gonna give this up?” The bird asked

“Maybe never. Maybe I’ll never give this up.” Rarity growled.

“Hmm… yeah!” Sweetie Belle giggled. “Rarity's right- never give up!” She tossed a rope made of sheets that she had made out the window. “Come on, Rarity. Let’s go save the day!”

“Oh, if we must!” Rarity sighed.

Rainbow gave a groan.

The sisters climbed down the rope and ran to the woods. “What's the plan, darling?” Rarity asked

“Oh, I don't know quite yet.” Sweetie Belle blushed.

“Who would’ve thought making a primer school for non talking animals was a bad idea?” They heard somepony sigh. The girls went to a bush, where the sound was coming from. “That mare doesn't know how difficult it is to keep something running. Everything she had went into that dear, dear school. She depended on me to keep it open. And now I’m forced to sell these instruments just to do that.” Ms. Harshwinny grunted. She took off her large overcoat and made a small tent for herself. “All the while that loathsome Big Macintosh is off gallivanting who knows where while I work my tush off! Not to mention that wild gorilla on the loose. If only something would go right for a change.”

The girls watched the mare fall asleep. After a few minutes of snoring, Sweetie Belle whispered, “She's asleep…. Who wants to be evil with me and steal her stuff?”

“What?!” Rainbow and Rarity gasped.

It was morning and Miss Harshwinny awoke. She gasped seeing the isturmints were gone. “What in the Everfree?!” She gasped. She then heard a happy song and came out of the bush. She saw the animals playing for a crowd of ponies and animals alike. Sweetie Belle skipped around, looking as cute as she could to get money, and it definitely worked. The girl ran to a barrel that was already filled with bits and poured more in from her full teapot. “What is all this?”

“It’s a benefit concert for the school.” Rarity smiled, leaning on a tree beside her.

“It's this wonderful?” Cheerlie cried. “All these creatures giving out of the kindness in thier hearts! Unlike my Big Mac.”

“Here it comes.” Rainbow groaned.

Cheerlie almost started to do sing when the gorilla from before leapt out. She gave a cry and the crowd screamed. Sweetie Belle dropped her conductor batton she had been using to lead the band and cried, “It's back!”

“You, do something!” Miss Harshwinny yelled to Rarity.

“I don't know what to do!” Rarity cried. She then rembered the stick in her mane and went to get it, to throw at the beast but her hoof collided with the gorilla. The head popped off and the ponies gasped in horror.

“Big Mac?!” Cheerlie cried.

The stallion got up. “E’yup.”

“Judging by the costume, it looks like you were in the circus.”

The stallion nodded and said, “I'm sorry, Cheerlie. Ah’ just wanted to get you that weddin’ ring ya’ liked.”

The mare and stallion embraced. The crowd cheered and Ms. Harshwinny shed a tear, “I suppose… when you look at it, the world is just as sweet as potatos, and molasses….”

Sweetie Belle gave a tiny grin and started to sing, “Oh potatoes, and molasses, if you want some? Oh just ask us!

While her sister sang, Rarity said, “Should we tell Sweetie Belle it's time to go?”

“Nah, let the kid have her fun.” Rainbow Dash smiled. “Oh, you can take that stick out of your man-.”

“I did that a few minutes ago! It was a horrible feeling to have it in, just dreadful!” Rarity cried. Rainbow gave a tiny smile.