A Place for Us All Book 1- A Place In Your Arms

It was mid-morning in Miss Cheerilee’s class. The reddish-purple schoolteacher’s voice rang out in a lesson that Shadow Cloud had no energy to pay attention to. Being nocturnal by nature, and then going against that nature to go to class was hard enough. But after spending three hours draining his balls the previous night to the point of him feeling nauseous had drained him of anything he had left. His head was on his desk, he was dehydrated, and probably his blood sugar was low. He eyed a ripe red apple on the teacher’s desk longingly.

A clear bottle tapped his forehead, filled with an amber liquid. He looked up to the pony holding it. She had soft golden fur and a bright red mane with a pink bow tied atop it. As he made contact with her sunrise-shaded eyes, she pressed a finger to her lips and whispered. “You look like you need this more than I do.” He took it from her and rolled it around in his hands. There was an apple sticker on it, looking maybe even more juicy than the one on Cheerilee’s desk. He popped open the nozzle and took a drink. His face lit up, the sweet juice dancing across his tongue as he took longer and longer draughts until he reached the bottom of the bottle. He took his hoodie off and let his hair and ears free, returning a genuine smile to the filly who had given it. She blinked in surprise, and then blushed, before focusing back on the lesson.

After class was dismissed on break, Shadow Cloud went in search of the filly. When he had turned to her, she was already gone, so now he had to hunt the school grounds for her. He found her under the shade tree out back, with two others, a pegasus and a unicorn. He swallowed and balled his fist. “Okay SC, you can do this. You need to do this.” Taking a deep breath and closing his eyes he took a step forward, only to find the two mares that were with her right in his face. He recoiled in surprise.

“Hmm… I see what she meant.” The white-coated unicorn spoke first. She spoke with a bouncy tone that that was also reflected in her bouncy pink and purple mane curls. That wasn’t the only thing that was bouncy as her chest was clearly very ample in her pale yellow sundress.

“Yeah, he does have that look to him doesn’t he?” The orange-furred pegasus had a raspy voice, but spoke with no malice. She put her wrists on her slender hips. She was a very sleek, but short mare, with slacks and a tank top. While she wasn’t a flat filly, she was about half the size of the mare to his left in the chest, and about a head shorter. “Hey buddy, were you just about to head to Applebloom?”

“Um… I guess?” He responded in a grit teeth smile that showed his nervousness.

“Good, because we were going to fetch you anyway.” The girl to his left grabbed his wrist and started pulling. In order to keep his balance he had to spread his wings and glide.

“Wow, you’ve got a strong pair!” The one on the right admired his wingspan, fluttering her own slightly, but remaining on the ground.

He was dragged over to the girl sitting and eating her lunch under the tree. “Girls! You didn’ force him over or nuthin, did you?!” She spoke in a southern drawl a mild blush in her cheeks. Her legs shifted in the short jean skirt she wore, the light green t-shirt she was holding apples that were right in between the two other girls in size. “I’m sorry, they sorta acted on what I said. I’m Applebloom.” She reached out her hand and he took it.

“No, it’s okay. I wanted to anyway. To thank you for earlier. I’m Shadow Cloud.” He rubbed the back of his neck nervously. “I needed that more than you realize. Um, can I…?” He gestured to the ground.

“Oh! Yes! Of course, please, sit with us.” Applebloom realized what he meant and made some room next to her. The other girls also found ground in the shade. “This filly by me is Sweetie Belle.”

“Hi again.” She giggled.

“And the one ogling your wings is Scootaloo.”

She blushed like a beat, sitting straight up. “I-I wasn’t ogling! I’ve just never seen wings like these up close! I-I…” She slumped. “I’m sorry if I was rude.”

“No, that’s… well I mean it is kind of weird, but I get it… sorta?” He looked to all three, who were hanging off his every word, his nerves running high. “I know there haven’t been a lot of my kind around Ponyville. I guess it’s natural to wonder.”

“Yeah, we don’t get a lot of bat ponies around.” Applebloom took a sip of water. “You are a bat pony, right?”

“Uh, ‘Thestral’ would be the technical term, but I don’t mind the other, but thank you for asking.” His body’s nerves started to simmer down. “That juice you gave me was really really good.”

“Well it should be, that was juiced from some of the best apples on my family farm.” She said proudly.

“It really saved me there. Thank you! Thestrals rely on the sugars from fruit more than most other ponies do in their diets.”

“So… you don’t drink blood?” Sweetie asked as innocently as possible.

“Sweetie Belle!” Applebloom chastised her.

“I’m sorry, it was on my mind okay?!”

Shadow Cloud slumped and sighed. “No, we do not drink blood. No we do not eat meat! NO WE DO NOT ATTACK INNOCENT PONIES IN THE MIDDLE OF THE NIGHT!” He grit his teeth, balling his fist, all three of the fillies recoiling and going silent. Replaying the moment again in his head he got up, disappointment on his face. He turned away and took off.

“Wait, Shadow Cloud! She…” Scootaloo reached out to him.

“Shadow Cloud, stop!” Sweetie ran, desperately trying to catch up. “I didn’t mean it that way!”

“You meant exactly that! Don’t follow me!” He yelled back.

“No, I really didn’t! I’m sorry!” She vaulted over the fence he coasted past. He didn’t stop. “You have to believe me, I never wanted to make you angry! Please!” She continued, leaving the schoolhouse and the adjacent areas behind. Sweetie began to lose ground, the sky going gray around them. “Damn it, my boobs aren’t meant to keep running like this.” She panted. “Please Shadow Cloud, don’t give up on Applebloom because of me! Come back!” Sweetie tripped and slid in the grass which was getting slick with rain, her sundress now stained in green and brown. The rain started to increase around her. “Damn it. Damn it, what have I done?” She sobbed, not moving from her spot in the field as the rain came down harder. “It’s cold…”

The rain suddenly came to a stop with a resounding FWOOP above her. She looked up, blinking the tears out of her eyes. “It’s not what you’ve done specifically, it’s what everyone has done up to now.” Shadow Cloud knelt down next to her, covering them both with his leathery appendages. “Waterproof wings. They don’t teach you that in racism-school.” He stared at her with a straight face, holding his hand out to her.

She could feel the tears welling up again, but she tried to smile through them. “Then, could you help me unlearn all that?” She placed her hand in his, and he pulled her on her feet. “I promise I’ll be a good student.” She pressed herself against him as he wrapped his wings around the both of them. “So warm.”

The two of them started trudging back through the storm. “Sorry if your mane is getting wet.” Shadow sighed.

“Oh. Let me help with that.” She concentrated on her horn and a green glowing barrier appeared from it. “I might not be as good magically as Princess Twilight, or even my sister Rarity, but I can do a couple of minor barrier spells.” Thanks to their cooperation the two of them managed to head back to the schoolhouse relatively dry. “Shadow Cloud?” He looked down at her, her cleavage showing pressed against him. As he looked away flustered, she kissed him on the cheek. “Thank you.”

“For what?” He blushed.

“All of it. Coming back for me, giving me a second chance, even making me realize how bad that was for me to do. You’ve got a good heart. I’ve been listening to it beating.”

When they entered, Scootaloo and Applebloom were on them within seconds, with Miss Cheerilee close behind, a worried frown on her face. To say she was angry was an understatement, but she was just relieved that the both of them were in one piece, especially with that rogue storm, so that changed her mind from giving them detention to extra homework instead.

“Um, Miss Cheerilee?” SC raised his hand. “I kinda didn’t have the chance to eat any of my lunch.”

“Sorry, but no eating during my class. It was your decision to run off. You have to deal with the consequences.”

Applebloom quickly raised her hand. “Miss Cheerilee, Thestrals need natural sugars to survive. If Shadow Cloud ran off without eating that means he’s running on empty. Can I at least give him an apple so he don’t keel over in class?”

She took a deep breath and sighed. “Fine. But I better not hear any crunching!”

AB winked at him and lobbed him a fruit. He nodded in return and sank his fangs into it, slowly sucking up the sweet juices, sighing in relief through his nose. He peeled off a note that was stuck to the back. “Meet me after school, we can do homework together in the clubhouse.”

The storm had rolled through and the air smelt fresh and clean by the time school was out. AB and Scoots were waiting for Cloud at the gate. He had expected Sweetie Belle to be there too, but she had gone home to change clothes, get yelled at by Rarity for staining said clothes, and then meeting up with them later. The three of them walked over to the farm, or as Applebloom called it, “moseying” along. They met a golden-haired beauty with tanned orange skin and freckles wherever the sun touched, including her burgeoning chest, which was on display in a red plaid top tied in a knot at their base, and low-riding jeans around her speckled hips.

“Howdy. Name’s Applejack, Baby Bloom’s big sister.” She grunted as she dropped the wheelbarrow full of apples she was carrying. “What brings you around these parts?”

“We’re taking him to the clubhouse.” AB said matter of factly. “Miss Cheerilee cracked the whip and we’re gonna help him with the extra lessons.”

AJ raised her eyebrow but shrugged after a minute. “Well have a goodn. Oh and hey.” She lobbed him a fresh apple. “Thestrals are some of my best customers. Just don’t go takin’ em off the tree without paying.” She turned and started to get the wheelbarrow up again.

“Now that you mention it, could I buy some of that juice that Applebloom had in her lunch?”

She dropped it with a loud thud, spilling some of the apples, and likely bruising ones at the bottom. “She shared her lunch with you?” She turned around with a much more suspicious eye than before. “And just who is she to you, mister?”

“Um… a new friend?” He grinned nervously. “Does that mean it’s out of stock?”

“It just might be. It just might be.” She spoke in a deeper tone as she turned back around, her lips pouting, that suspicious look still all over her face as she continued to wheel her load away.

Applebloom laughed awkwardly. “My sister can be a mite overprotective. She never did get over it, even though I’m past the age when she took over the farm.”

“She’s never gonna give that up, Applebloom.” Scootaloo rolled her eyes.

“I just hope she gets over you, Cloud. I don’t want you feelin unwelcome if you decide to come round.” AB took her mane in her hands and stroked it a bit as she continued to walk.

Scootaloo eyed her with her hands behind her head. Her gaze shifted to his wings. “Those things give you any advantages to regular feathered wings?”

“Hmm?” He turned to her. “I guess they give me a bit more glide distance maybe? I’ve known some good fliers in my hometown. But you’re probably a lot more agile than me.”

“My wings don’t exactly have a lot of power.” She scratched the back of her head. “I don’t have as much lift as say a Wonderbolt. I can hover for a bit though. Maybe you can give me a few pointers?”

“I guess I could if we can find some free time. Right now, this backpack is feeling pretty heavy what with all the homework.”

“I hear that.”

“Third it.” AB echoed, and they all had a laugh.

They made it to the clubhouse without any other interruptions, and before going in, Shadow Cloud took to the sky to gauge where it was in relation to other landmarks so he could find it again. After coming back down he went inside. It was a lot roomier than he had expected. The main floor had some boxes that doubled as desks and a podium. There was a terrace above that could be reached by ladder which had some supplies. Aside from it being in a tree, it was very well maintained, with nary a loose floorboard or stuck out nail to be seen.

The girls rolled out a mat and they sat down on it, getting to work on their studies. He smiled as he looked at them, wondering how many times they had done this before. These two girls, three including Sweetie, just hanging out together, working on projects, laughing. And they were motioning for him to sit with them, welcoming him into that circle. He felt very loved at that moment.

Sweetie Belle came in about an hour later. Her sundress was now a pale pink that matched her brighter curls. It also had a much deeper neckline, which put her ample bosom on display. “How do I look?”

“Very pretty.” Shadow Cloud answered without thinking. Behind him, AB and Scoots shared a look.

“Aww, you’re a sweetheart.” She cupped her cheeks before she sat down next to him. “Doesn’t look like you made it to our assignment yet. Guess I made good time.”

The four of them continued to work. After AB and Scoots ran out of work to do they tried to help the pair for a bit, but eventually went to do other things in their own separate corners of the room. This continued for nearly an hour. “Girls.” Sweetie Belle whispered. “Girls, look at this.” Shadow Cloud was lying back against the clubhouse wall under the window, a pillow behind him, his wings and arms limp as he had fallen asleep.

The other girls looked him over. “He really is handsome.”

“And warm, I know first hand.” Sweetie Belle winked. “You should go and see, Applebloom.”

“What?!” She clamped her hand over her mouth, worried she was too loud. “I couldn’t!”

“I Double Diamond Dog Dare you to. Both of you.”

“Deh, how did I get roped into this?!” Scoots protested.

“Look just trust me, he’s so warm and comfortable. When he was taking me back to school, it was like I was a bride being carried by her stallion. It was amazing. Just tuck yourself into his wings and take a nap. That’s the dare.”

The two other fillies sighed in unison before giving in and doing what she suggested, AB on the left, Scoots on the right. They fell asleep soundly afterwards. Sweetie herself went up to the terrace and pulled out her own mat and pillow to sleep, but the sunlight in the shape of the window pane that was on his chest was all the way past the tips of his hooves before they would wake.