The Wonderbolt Conspiracy

by Arbanis

Rating: mature
Tags: Gilda, Fluttershy, Spitfire, Twilight Sparkle, My Little Pony: Friendship is Magic, Mystery, Fetish, Rainbow Dash, Comedy
Length: 32584

Wonderbolt Academy turns out to be Wonderbutt Academy, but Mommy Spitfire is making sure that Rainbow and Gilda don't mind the new curriculum.

Rainbow Dash is invited to join the Wonderbolts... or is that the Wonderbutts?
Either way, it turns out they're more than just a sports organization... but luckily Mommy Spitfire can explain everything so that even a little Wonderbutt can understand it~

Contains diapers, hypnosis, silliness, and a ridiculously contrived ancient conspiracy.
Co-written with River Road, cover art by https://www.furaffinity.net/user/randommutationromances/.

Published 2019-08-04 15:00:01 UTC
Last updated 2019-08-04 15:00:01 UTC

Welcome to Wonderbutt Academy!

“At last!”

Dash grinned, trying to resist the urge to put her hooves to her cheeks and go squeee~

“Hey, rainbow-mane, calm down,” Gilda called over. “It's not some kind of super-mega-awesome thing, is it?”

“Gilda!” Dash gasped, scandalized. “It's the Wonderbolts! We're actually going to join the Wonderbolts!”

“You mean you got in?” Gilda asked, coming over to look. “Just my luck to be visiting when – huh.”

She read the paper again. “It actually mentions me as well.”

“Yeah, which is kind of odd,” Dash said. “I guess maybe someone got annoyed at them for not having any griffins on the team?”

“I'm more surprised they knew I was visiting you,” Gilda noted. “What does the rest of the letter say?”

“There's an orientation package,” Dash replied, picking up a package from the floor and putting it on the table. “Can you open this? Your claws make things like that easier.”

“Yeah, sure, use the griffin as a letter opener,” Gilda grumbled, slitting the top of the package open easily. “Let's see what's in here...”

Rainbow grinned, pulling out the thin brochure lying on top of everything else. "Congratulations for being accepted into the Wonderbolts Academy, the first step on your way to joining the most prestigious flight squad in Equestria. This package contains a few pieces of complimentary merchandise to get new recruits into the right spirit, as well as an orientation video. We ask you to please watch the video as soon as you have the free time and privacy. Please don't show it to any non-Wonderbolts, as it might contain confidential information."

Gilda rolled her eyes, clicking her beak. "Yeesh, we haven't even started at their precious school and they're already laying rules on us."

"Oh come on, they just don't want ponies to get distracted with all the awesome... Huh." Rainbow tilted the letter a bit. "Here's a disclaimer that the merchandise is packed randomly for each box... Well, I'm sure it'll still be a lot of awesome stuff in there."

"Whatever, let's just get that video over with." Gilda turned away from where she'd been poking at some kind of soft Wonderbolts themed fabric covering most of the box, picking up the DVD case on it instead and heading for the couch.

Dash joined her, scooting into the best seat as Gilda fiddled with the DVD player.

“Okay… right… there,” Gilda muttered to herself, pressing the controls, then stepped back and watched as the screen booted up.

“There we go,” she said, then checked where Dash was sitting and plumped for the other end of the couch.

After a few seconds of silence, the Wonderbolts logo came up, followed by some standard stuff – the same warning that had been on the note, along with a copyright notice.

Then the film proper started, and despite her comments Gilda was paying just as much attention as Dash was. If for no other reason than to see if it mentioned why they were trying to recruit her.

“Hello, New Wonderbolts!” the video began, in a cheerful voice. “You have been accepted into the world-famous Wonderbolt Academy! Please pay attention, as the orientation video will tell you things it is very important to know.”

Dash nodded absently, feeling very sure that it was important to pay attention.

“Our first topic will be the Wonderbolts uniform, which is a major part of our image...”

The video went on for a bit about the uniforms they knew from shows, about public image and their responsibility to the rest of the team and their reputation. As it went on, however, the screen began to flicker occasionally, a little bit of a buzz seeping into the sound of the video. The voice got a bit smoother as well, starting to repeat several choice words. All of it served to lull them into a doze, Rainbow and Gilda both slumping down onto the couch and simply letting the video wash over them.

The video went on with standard stuff for a few more minutes just in case there were some resistant recruits, then turned to the last topic.

"Now, all of this has been regarding our public image. Keep in mind, however, that the Wonderbolts Academy is not open to the public and as such most of the previous rules don't apply in quite the same way. The training, shows and outfits at the Academy, especially for the recruits, may differ from what you'd expect. To prepare you for some of the more unusual differences, ~~you will~~ we suggest to pick up the mp3-player in the box before you head to bed and listen to the file on loop while you sleep. As thanks for your assistance we have included some Wonderbolts merchandise. Each item in the box has been tested and proven to be 'cool, awesome and radical' and you will without doubt and question be happy to try each of them out."

With that, the video file ended, and both fliers spent several more seconds just watching the screen before shaking themselves and blinking.

“Huh, wow...” Dash said, yawning slightly. “That was… actually pretty interesting.”

“Yeah, it was...” Gilda agreed. “I never really knew there was that much intri… intra… complicated stuff about how the Wonderbolts worked.”

She shook her wings out, getting the cramps out of them, and went over to the box to inspect what was in there.

“Okay, that's as Wonderbolts suit,” she said, checking the size tag. “Looks like it's my size… and that one's yours…”

Moving both of them onto the floor, forming one pile for each of them, Gilda barely noticed that the suit was a bit thicker than she might have expected.

Shrugging, she put the pair of music players with the piles, before lifting something out and turning it this way and that.

“What's that?” Dash asked, coming up to have a look. “Which pile's mine?”

“The one nearer the door,” Gilda replied. “I don't know. It feels kind of soft and padded...”

Dash had a look as well, making it flop open to reveal the shape.

“It looks kind of like a diaper,” the pegasus said, confused.

"A diaper? Seriously?" Gilda stared at the padded garment for a moment, then frowned. "I... well... I guess it's still Wonderbolts stuff..."

"Yeah, I guess these boxes really are randomized." Rainbow chuckled awkwardly, blushing lightly. "I mean, it's still kind of cool, awesome and radical... For a diaper, I mean..."

"So, uhm..." Gilda blushed, still holding up the diaper and pointedly looking away.

Rainbow nodded. "Uh, yeah. I guess we just... Split them up? Just so we can move on to the rest of this stuff."

Gilda nodded quickly, pulling a whole set of diapers from the box and dividing them up on the piles. "Y-yeah. Just what I was thinking."

Once the diapers were out of the way, a lot of what was left was much more like Dash and Gilda had expected. There were posters, flags, a few large soft toy versions of famous Wonderbolts, and then at the bottom of the pack a pair of large Wonderbolts brand sports bags.

“I guess this is to take our stuff to the Academy,” Gilda said, checking how large it was, then zipped it up again.

She took the second one and put it on Dash's pile. “Okay, I think that's everything, uh...”

“Yeah...” Dash agreed. “I'm… going to have a look at these.”

“Right,” Gilda nodded, not wanting to look her in the eye, and carted her pile over to the spare room.

Now alone in her room, Dash had another look at the diaper.

It seemed so strange… but it was officially certified awesome, so it was probably fine. And it was likely really comfy…

She yawned, and decided she had to put it and the Wonderbolts suit on. Just to see how they felt.

Maybe she'd even wear them to bed, while she was listening to that instruction MP3…

Gilda was going through a similar thought process, already wearing her diaper and shaking her padded butt at a mirror. It looked a bit like she was still halfway in the egg she hatched from, which served to make her feel both more embarrassed and more cozy. After a few minutes of that she decided to simply wear the Wonderbolt suit over it and pretend it wasn't there, despite the large bulge it made in her rump... Which for some reason fit perfectly into the suit.

She looked some more through the merchandise, stopping at one point to set up a little toy Dizzitron that played music when you turned it on. She stared at that for ~~several minutes~~ only a short moment before she started feeling a bit dizzy and tired. She let out a muffled yawn and suckled on her new certified Wonderbolt a pacifier a few times, waddling over to the guest bed and putting in the earphones of the player before curling up around a stuffed Spitfire toy.

As the two slept, both padded-up and snug under the covers, their music players began to whisper to them.

There were instructions, helpful suggestions, and soothing music, all of them combined so as to educate new recruits by telling them just what they needed to know and to do.

It was very informative, and also very soproific. Neither Dash nor Gilda got up during the night, not even once, and they were only woken the next morning by the light of day.

“Nng...” Gilda muttered, blinking, and shifted a little.

She felt very comfortable, snug and warm, and still pleasantly fuzzy from the night's sleep.

There was a faint buzzing in her ears, which a moment later was interrupted by a pleasant voice.

“The Wonderbolts Academy dress code is sensible. You will find it perfectly reasonable once you are there, because it is designed for the unique circumstances of the academy. Since it is private and confidential, you will not mention it to ponies or other creatures who do not know-”

Hitting pause, Gilda rolled over – which brought her attention to the thick, crinkly diaper around her waist.

Gilda reached down to feel the padding around her waist through the suit, blushing as she heard the faint squish coming from under her ~~suit~~ sleeper. She remembered having had a rather embarrassing bedwetting problem for a while now, but she'd hoped that at least tonight that she was staying at Rainbow's place she would manage to stay dry.

She carefully opened the door, finding the hallway empty and sneaking past Rainbow's bedroom door, heading for the bathroom. She kept a lookout for her friend even as she backed into the bathroom, closing the door and locking it before she finally started to pull off her sleeper with a relieved sigh, turning around from the door...

...and coming face to face with a beet red Rainbow Dash in a similar state of undress, their swollen diapers squishing in unison as they were hastily and insufficiently covered by hooves and claws respectively.

“I, uh...” Dash began, blushing heavily. “Um...”

She began to cross her legs, only to stop as the motion produced a loud squish sound. “This isn't...”

“Yeah,” Gilda nodded. “It's, uh...”

The griffin cast around for an explanation. “It… must have been something in that pasta we had?”

“Yeah!” Dash agreed hastily. “That must be it! I knew there was something dodgy about that pasta!”

“Good!” Gilda said, relieved. “That's the only explanation we need!”

They exchanged nods, thankful for a less embarrassing explanation – no matter how threadbare it was.

Then they both realized they were still wearing soaked padding, and turned away from each other to sort out their compromised states – each one hoping the other wouldn't ask any more questions.

“Okay, so, we've got an appointment later today,” Gilda said loudly, acting as much as possible as though the events in the bathroom hadn't happened. “When do you want to set off?”

“I… guess it'd be bad to be there late,” Dash replied. “How soon can we leave?”

"As soon as I'm done with breakfast." Gilda ripped off another bite of her pancake, then finished off the large glass of chocolate milk Rainbow had poured each of them, which was a lot tastier than she remembered... Which was probably just a Ponyville thing. She paused to wipe up some syrup with the last of her pancake, smirking. "Seriously, if a griffon tells you that you're eating too fast you should probably consider chewing your food."

"Hey, I still didn't make as much as a mess as you did." Rainbow stuck out her tongue, looking at the syrup stains all over Gilda's side of the table. Which was not to say she was a completely clean eater herself; while it had seemed like another weird thing to put at the bottom of the merchandise box at first, she had to admit that those certified awesome 'Wonderbibs' had certainly saved her and Gilda's Wonderbolts suits from an early laundry day.

“Yeah, well...” Gilda began, then petered out as she realized she didn't actually have a comeback ready. “Anyway, you got your stuff packed?”

“Of course!” Dash answered. “I'm way eager for this!”

“Yeah, I know,” Gilda nodded. “This is going to be awesome!”

She got up from the table, leaving the plate where it was, then frowned as she remembered something. Taking the Wonderbib off, she held it up uncertainly. “Hey, uh, where do these go?”

“Just put it in the washing basket,” Dash told her. “I'll put it out under a monsoon some time, that should get the worst off.”

“I hope you put more effort into preening,” Gilda winced, getting a tongue-stuck-out in return. “Okay, I'll just grab my bags and we'll go.”

She went into her room, picking up the panniers – Wonderbolt branded, just like the rest of what they were taking – and inspected herself in the mirror.

The result was pretty cool. The bulge was still there, but a bit less obvious ~~with just one layer of~~ without any padding, and it was cool how the suit gave her full freedom of movement with her wings.

Pausing a moment to put her Wonderbolts pacifier and soft toy into one of the panniers, she headed out towards the door to wait for Rainbow Dash.

Rainbow was already standing at the door, bouncing ~~and crinkling~~ in place with excitement, her own pannier strapped to her back without hindering her wings. "Come on, let's gooooo..."

Gilda chuckled at how Rainbow was excited enough to actually whine at her, though it was kind of ~~adorable~~ ~~awesome~~ adorable to watch. She made sure that her own luggage was secure, then stepped out and jumped off the cloud porch with a flap of her wings. "You'll have to fly ahead. I haven't been to Cloudsdale in years... I could barely tell you where the city is at the moment, much less that Academy."

Rainbow grinned and snapped a sharp salute that totally didn't almost end with her sucking her hoof and took to the air. "No problem. Just follow my trail and try not to fall too far behind."

For all Rainbow's posturing – and her undeniable talent as a fast flier – she kept her speed down to a level where Gilda could follow, and the two of them flew almost side-by-side through the towering clouds.

“So, who's handling the weather around Ponyville these days?” Gilda called, watching Dash's butt for a moment before turning back to the cloudscape.

“Still me, of course!” Dash replied smugly. “Who else did you think?”

“Not what I asked,” Gilda chuckled. “Who's actually running the weather, when you're off being awesome and an Element of Harmony and stuff?”

“Oh, uh… I think Thunderlane?” Dash said, distracted. “It might be him… I've not really been paying attention all that much.”

Gilda chuckled.

As they flew on, they developed a rhythm – wings going up and down not quite in unison, with fourteen beats of Gilda's wings to every fifteen of Dash's wings, and a subtle beat frequency developed without either of them being aware of doing it.

The slow beat let them both just concentrate on flying, on hearing the thrumming of their own wings, and the two Wonderbolt-dressed fliers began to zone out a bit.

Rainbow blinked slowly as the sky seemed to blur together, her talent for navigation and muscle memory letting her practically turn off her mind completely as she just let herself float through the air. At one point she thought she had seen two shapes flying next to them but then she remembered that she didn't have to focus on those right now. She could just focus on flying. She didn't need to think about flying, it just came to her, and since she didn't need to think about flying she didn't need to think about anything right now. Her ears twitched and she thought she could hear a faint crinkling over the sound of the air and their ~~four~~ two pairs of wings beating, but where would it come from? It sounded a bit like a diaper, and her wearing a diaper was just silly. Wearing a diaper was silly, so anypony who was wearing one was obviously a very silly filly, and that meant that if she was wearing a diaper she was…

Rainbow blinked, having zoned out again at some point during that line of thought. She realized she wasn't even flying anymore, but instead standing in front of what looked like a rather irritated Spitfire. "I, uh... What?"

"I asked you why you were standing around like a pair of drooling idiots! Are you foals ~~and~~ or are you Wonderbolts?!" Spitfire leaned in to yell at them in her infamous instructor voice, just barely quieter than the Royal Canterlot Voice. She stepped back and pointed towards one of the buildings. "Now get to the instruction room before I have to buck you there myself!"

Rainbow squeaked and shrunk down until she was sitting down, pressing her legs together to keep from wetting herself under the glare of a disappointed ~~Mommy~~ Captain Spitfire. Glancing to her side and seeing that Gilda was barely doing any better at least helped her feel a little better. Still, as soon as Spitfire backed off they scrambled to their hooves and claws respectively to ~~waddle~~ run over to the building she had pointed out.

Both pony and griffin were flustered enough by their dressing-down that they didn't notice one of the oddities of the academy. The main entrance was simple enough, but the receptionist had barely glanced over their Wonderbolt suits before directing them through one of the doors – and once through the door the décor was a bit more… foalish… than either Gilda or Dash would have normally expected. There was nothing overt, but the walls were painted bright pastel colours and the room signs were in nice, big, blocky letters.

“I… think it's this one?” Dash said, after a few minutes, and pointed at a door which had a sign reading 'instruction room'.

“Guess so,” Gilda agreed, reaching out and turning the handle.

The door swung open, revealing a room with five circles of concentric seats facing a lecture area and a screen. They could see that the screen itself was roll-up, and that the room continued a long way past it, but still-

“Oh, great...” Dash muttered quietly. “We're going to get lectures.”

Almost as soon as she said it, though, she began to reconsider. Learning about what Wonderbolts did was good, and she wouldn't mind watching another movie either.

"Yeah, I hate lectures... Though I suppose learning about the Wonderbolts could be pretty awesome. Still, whenever I try to listen to one I just end up zoning out or falling asleep." Rainbow rubbed her neck sheepishly, then looked over the other ponies already sitting in the seats and talking to each other. Some of them she even recognized.

She blushed at the thought that apparently they were the last to arrive after all and quickly followed Gilda to a pair of free seats, sitting down between her and an aquamarine tomcolt mare with an off-golden mane, while Gilda had Raindrops sitting on her other side.

Gilda seemed content to just lean back and cross her forelegs, waiting for the lectures to start, while Rainbow leaned over to the other pegasus next to her. "Hey, nice to meet you. I'm Rainbow Dash."

“Dust,” the mare replied. “Lightning Dust.”

She tossed her mane, shifting a little on her seat ~~and producing a loud crinkle~~. “So, what makes you think you've got what it takes to be a Wonderbolt?”

“They invited me!” Dash replied proudly. “What about you?”

“Huh, they invited you too?” Dust asked. “Maybe they'll let anypony in these days.”

Dash scowled. “I-”

What she was about to say was interrupted by a sound of hooves from the front of the room.

“Welcome to the ~~Wonderbutts~~ Wonderbolts Academy,” Soarin' began. “Now, have you all been good cadets and watched your introduction movie?”

“I've been a good cadet!” Dash answered quickly, raising her hoof, and realized only after she'd spoken that everyone else had answered exactly the same way as she had – and at the same time.

“That's good,” Soarin' praised. “It's important for your training to be structured.”

Gilda blushed a bit at the praise as she lowered her talons again, sitting notably straighter than before. She had no idea what it was, but something about the ~~Wonderbutt~~ Wonderbolt made her want to pay attention to anything he said.

"Now, to make sure we are all on the same page, we will review a few of the things each of you should have learned if you're taking this training seriously." He ~~waddled~~ walked up to the lecture area, pressing a few buttons that made the screen roll out with a faint buzzing of machinery and the projector start up. However the buzzing didn't seem to stop once the screen did, sounding vaguely familiar and making Rainbow and Gilda blink as they felt a little sleepy.

Soarin didn't pay any attention to Rainbow's badly concealed yawn, pulling up the first slide which showed various suits, sleepers, diapers, pacifiers, bibs, bonnets, booties and other foalish things, all of them in Wonderbutt design. "Now, these are all parts of different Wonderbolt Academy outfits. What do they all have in common?"

"The Wonderbolt Academy dress code is sensible, perfectly reasonable and designed for the unique circumstances of the Academy. There is nothing odd about it and we follow it happily. It is private and confidential, so we will not tell anypony or other creature about it who doesn't know."

Rainbow blinked as the echo of a whole classroom chanting the correct answer faded, finding herself sitting straight again. The drowsiness from before was just a faint buzz at the back of her head, much like the actual buzz she could still hear and ignore. Paying attention to the lecture and being a good cadet was more important.

Satisfied with their reaction, Soarin moved on a little. “Remember, the academy is for Wonderbolts, but it is also for Wonderbutts. Wonderbutts is what you really are, but for those outside the academy we say Wonderbolts.”

Gilda nodded absently, the whole thing making perfect sense to her. Of course they would have their own name for themselves, and they'd treat those who hadn't been told differently – that was just showing how exclusive the club was!

“Of course,” Soarin went on, “you're trainees, so that means you must be baby Wonderbutts, or cadet Wonderbolts. So, what are you?”

“Baby Wonderbutts,” Rainbow answered correctly, hearing the whole rest of the class say it as well and reinforcing her sense that she was getting it right.

She squirmed a little in her seat, feeling her comfortable diaper under her, and sank back into the soft comfort of the buzz.

She was a good cadet, and a good Wonderbutt.

“That's right,” Soarin agreed. “You're doing so well!”

He clicked on to the next slide, which was mostly dark – showing just some pictures of the new inductees, in their padded uniforms, in a row at the bottom of the slide. The photos looked like they'd been taken out on the arrival field. “Let's move on to the chain of command. You're at the bottom, because you're the newest and so you're the youngest.”

Soarin clicked and a second row was added to the slide, of various ponies in slightly more mature, but still visibly padded uniforms, some of them holding plushies or dolls. "These are the toddlers, or rookies for anyone outside the Academy. They're the ones who completed basic training so they're a bit older than you. Most of them are in the reserves or just not on active Wonderbutts duty, and you might see some of them when they come here for further training or remedial playtime. They don't get to give you orders unless specified, but they are older than you so you will respect them. You will also have a general urge to trust what they say and try to be like them whenever you meet one, since they're older and thus obviously smarter and cooler like you."

Gilda nodded along, smiling with her beak hanging open slightly. Of course she wasn't going to take orders from a toddler, but they did seem pretty cool... Maybe if she could get to hang out with some of them, it would prove that she was way cooler and bigger than the other babies around her.

Soarin clicked another row over the two already on the screen, showing less but seemingly bigger ponies, dressed in official-looking Wonderbutts outfits and with such big rumps that they must've been wearing two diapers, or maybe an extra thick one. "These are your big brothers and sisters, or just Wonderbolts when outside. They're the ones who are active Wonderbutts, even if not all of them are on the main roster. They're really cool and awesome and grown-up and you absolutely idolize them. You're always excited when they talk to you or show you cool tricks, and accordingly you are also absolutely embarrassed whenever you find yourself acting like little foals in front of them... Which will happen, often, since you are only baby Wonderbutts after all."

Rainbow stared at the big brothers and sisters with wide eyes, smiling widely. She wanted to meet all of them and talk to them and show them how cool she could already be. But... what if she did something embarrassing or foalish in front of them? She knew she would be absolutely mortified. Rainbow blushed just from the thought, especially if she did something foalish without even realizing it. Sucking her hoof like she was doing right now helped calm her down, though, just in time for the next slide.

This one almost completed the sequence, with just one missing area at the top. “Above them are the uncles and aunts. To those outside, they're senior Wonderbolts or instructors – like me – but you'll think of them among us as aunts and uncles.”

Soarin's voice became slightly more stern. “Aunts and Uncles know best. You know it's right to do what we say, and when you act out you'll know you're being naughty.”

Rainbow frowned for a moment, despite the soothing buzzing – wondering why she'd act out against such awesome ponies – but then the soothing tones drew her back down into a happy lassitude, and she realized that sometimes foal-trainees like her did get things wrong or get angry.

The same realization had come to Gilda, even a little quicker than Rainbow had realized it, and she nodded along as Soarin elaborated on what Aunts and Uncles would do. Things like ~~changing~~ training them, and teaching them how to be good ~~foals~~ flyers.

She felt a slight pang, and crossed her legs a little – making her diaper rustle loudly.

“And then there's the one who's in charge,” Soarin told them all, and the next slide clicked into place. “Outside she's known as the Academy Super, but you all know her as?”

“Mommy!” Dash announced proudly, then blushed – having no idea why she'd said that – before the compliant buzz regained its hold on her as she realized everyone else had said the right answer as well.

It was good for good foals to know who mommy was.

Gilda couldn't help but smile a little, knowing that Mommy was watching over them. The thought was quickly pushed back, though, as Uncle Soarin moved on to the next slide, this one surprisingly blank.

"Now, of course baby Wonderbutts like you must be easily recognizable, especially here at the Wonderbutt ~~Academy~~ Daycare. So next I am going to help you make sure that you always act like the little foals you are here at the Daycare."

Rainbow Dash blinked with a bit of confusion as the word "toilet" appeared on the screen in big letters, wondering what that was about. Before she could think too much of it, however, there was a flash from the screen and the "potty" was suddenly a "potty".

Rainbow blinked again, confused why she thought that potty had been potty before. They were the same word, weren't they? Just like [flash] ~~diaper~~ diapee and diapee were the same words or [flash] ~~accident~~ oopsie and oopsie.

She didn't manage to follow the thought any further than that as more and more words appeared on the screen, each one flashing to change into the same word, leaving spots in Rainbow's eyes through which she could somehow still perfectly see the screen.

It didn't take long before the flashes were blurring together, assaulting her eyes and mind and leaving her slumped in her chair and drooling for several more moments even after they stopped. Rainbow Splash slowly sat up again, glancing to her sides to see Frillda and Lightning Mess do the same.

Frillda tilted her head a little, wondering why they'd been shown the same word twice so many times. She yawned slightly, making her diapee crinkle, and kept staring – absorbing everything she was being told, glad to be a good Wonderbutt.

She felt an uncomfortable pang again, crossing her legs and making her diapee crinkle louder, until Uncle Soarin spoke up again.

“Of course, baby Wonderbutts know that they don't need to worry about the potty. Their diapee will handle it, so they can just relax. Good foals relax.”

Frillda's beak went slightly slack as she nodded, and nearly wet herself before crossing her legs tighter and trying not to have an oopsie.

“Any of you who need the potty, you don't need to go,” Uncle Soarin told them firmly. “You don't know if you need to go, so you don't need to go. Don't worry about it.”

Frillda nodded again, the humming, buzzing music making her agree, and she felt the need to have an oopsie drain away.

“That's right,” Uncle Soarin agreed. “That's much better. Now, let's talk about how you know what you need to do and when you need to do it.”

Rainbow Splash nodded, her ear twitching a bit at the faint hissing sound coming from Frillda, but deciding it was probably nothing to worry about. Instead she focused on the next slide, which showed a timetable.

"Each of you will get one of these at the end of the lecture. They may be updated per enchantment at times, so make sure to carry them with you at all times so you always know what's next on the schedule. For now, however, we will talk about the things you may need to do without preparation and how you know to do them."

The timetable on the screen turned into a spiral, along with a deep buzzing sound that made Splashie's head feel all fuzzy. She blinked and flicked her ear, trying to understand Uncle Soarin as his words turned into an intelligible drone.

She thought she saw some words on the screen like "Dress-up" something or "Foal" something else, but they were quickly swallowed up by the spiral. In fact, everything seemed to be swallowed up by it, including herself, falling into those swirling colors and drowning in them, going limp in her seat and drooling mindlessly.

She didn't know how long it had been or what had happened in the first place... All she knew is sitting up and looking around in confusion. Uncle Soarin was standing in front of the blank screen and saying something about tired foals and that they still had to pay attention for now, and Rainbow blushed at the thought that she had fallen asleep during the lecture after all.

As Rainbow Splash shook herself out of her doze, Uncle Soarin cleared his throat. “Is every-foal paying attention?”

There was a general nodding of heads, though one or two of the ~~trainees~~ foals looked a little unsure of themselves.

“Are you sure?” Soarin asked. “You didn't sound very sure. Were you paying attention?”

This time, the reply was more coherent – a general “yes!” from all the diapered new Wonderbutts.

“Well, you all seem like good Wonderbutts to me,” Soarin said kindly. “Are you good soggybutts?”

Splash nodded, frowned for a moment as she noticed he hadn't said Wonderbutt, then gasped as she suddenly felt her diapee grow soggy.

She hadn't even realized she needed it!

Blushing, Rainbow Splash hunched down a little – pressing one hoof into the front of her padding to try to stem the tide – and spoke up. “I'm a good Soggybutt!” she announced, feeling proud and embarrassed at the same time – and hearing the rest of the class say much the same thing as well.

“That's right,” Uncle Soarin' told them. “Very good.”

He rolled up the screen, though the music kept playing – by now almost subconscious, something they'd been hearing for so long they no longer noticed it. “Now, it's time for you all to pick up your official uniforms.”

Splash stood up from her seat, feeling the wet diapee against her as she moved, and made for the aisle – though Lightning Mess was in her way, the other foal's diapee just as wet as hers was.

There was a rustle of wings as Frillda took off, ready to fly over the traffic jam, but Uncle Soarin' said something to her.

“Frillda! ~~Foals don't fly without permission!~~”

Splash didn't quite catch what he'd said, but she did see Frillda almost trip over her own wings and tumble to a halt one row down. There was a loud squish as she landed, and she blushed deeply.

Frillda glared back at Lightning Mess as the pegasus snickered, then quickly turned back to the front to hide her blush. The line moved forward fairly quickly, everypony getting a bag with their outfit before being pointed to wait behind the screen. Rainbow was the last to get hers and moved on behind the screen, finding herself in front of several changing mats laid out on the floor. Soarin ~~walked~~ waddled past them and turned to face them again.

"Now, before you continue I'm going to partner you all up in pairs. The pony you're partnered up with is your ~~trainee wingpony~~ Baby Buddy and they're the one who will change your diapee if need a change. You can also ask Uncles, Aunts or of course Mommy, but your Baby Buddy usually has priority. Now..." He started to pair them up, Rainbow's ears folding back as she was paired up with Lightning Mess while Frillda was paired with Raindroops. She didn't want to be a fussy foal, though, so she went over to the changing mat Lightning Mess was headed for.

Soarin spoke up again. "And remember. You always have to ask your Baby Buddy before they will change you, like a good cadet."

Rainbow nodded absentmindedly and laid down on the mat, looking up at her Baby Buddy.. "Uhm, Lightning Mess? I did an oopsie an' now I need changies." She blushed as she realized she had asked much louder than she'd intended, almost yelling it, though the foals around her seemed to have similar experiences.

Lightning Mess snickered, undoing the zipper on Splash's Wonderbutt suit and taking her diaper off. The tomcoltish ~~pony~~ filly seemed to know exactly what to do to change a diapee, and Splash accepted that as normal – after all, she knew what to do as well, though she couldn't tell you quite where she'd learned it.

As Mess was about to start putting the new – and thicker – diaper on, though, Uncle Soarin' spoke up. “Don't forget, Baby Buddies, you need to change your Buddy into their new uniform as well!”

“Hey, that's right!” Mess agreed. “Forgot about that! Roll over, Rainbow Splash!”

Rainbow blushed, though she wasn't sure why her own name made her feel embarrassed, and let Mess get at the zipper on the back of her Wonderbutts suit.

A quick zrrrrp, and Rainbow was ~~naked~~ nakie – at least, for the few seconds until Mess padded her up with her new very thick diaper.

Frillda was being diapered up as well at that point, and blushed as Raindroops added something extra that none of the pegasi foals were having to wear – a pair of frilly pink plastic panties, just to hold in any possible leaks as well as making Frillda fit her frilly name.

Whenever Frillda tried to feel offended or upset, however, the gentle buzzing sound of the music reminded her that she shouldn't feel upset at all – she should feel happy to be nicely diapered up, like a good baby Wonderbutt.

Rainbow was blushing as much as she was giggling, feeling both embarrassed and happy to have her Baby Buddy changing not just her diaper but her whole outfit. Lightning Mess helped her into her new outfit, a Wonderbutt suit with a padded rump to make her diaper look even bigger and catch any possible ~~leaks~~ oopsies. The sleeves ended in four thick booties that made it a bit hard to get a grip on anything with her hooves and would make her waddling even clumsier, but just looked so adorable on her. The upper body part was mostly the same as the other suits she'd seen... A bit softer than the "official" Wonderbolts suits she vaguely remembered that were just for show, and she noticed two clip buttons on the back indicating a flap for quick diapee changes. Even ~~more~~ ~~surprising~~ better was that the suit had her cutie mark stitched in on each flank, a fluffy cloud dumping a big splash of red, yellow and blue water into an open diapee, making it visibly sag even on such a simple picture.

Rainbow sat up, but held still as her Baby Buddy pulled a rather big blue and yellow ~~pacifier~~ paci from the bag and clipped the string around her neck to let it dangle down. Then Lightning patted her crinkly front to signal for her to stand up so the other pegasus could take her position.

As she helped Lightning out of the suit and began the familiar procedure of changing diapers, Rainbow allowed herself to glance around. While her cutie mark had been the only personalized part of her outfit as far as she could tell, other trainees foals had their own customizations.

A few of them were wearing a colorful cotton or plastic bib under the ~~pacifiers~~ pacies hanging from their neck. Frillda and two other foals also had a big bonnet strapped to their heads, Gilda's being white with pink frills around the edge. Taking a moment to look over, Rainbow could even make out Frillda's cutie mark, two pink booties and two pink mittens over a white diapee with rainbow frills. For a moment she wondered how a griffon could have a cutie mark before the music reminded her how silly she was. All baby Wonderbutts were cuties, so of course all baby Wonderbutts had cutie marks~

Done with diapering Lightning Mess, Splash got to work fitting her into her new uniform. It was quite a lot like Splash's own uniform, and for a moment she wondered how she was managing to fit Mess into it at all with the clumsy booties she was wearing – but that concern went away just like the rest of them, as she realized that foals didn't think too hard.

The padding seemed to be thicker for Lightning's outfit, nice and dense enough to contain even the most spectacular of oopsies, and Rainbow wiggled her own diapeed butt in sympathy – loving the comforting, cushy feeling of snugness it produced – and there also seemed to be more of a focus on foreleg booties over hind leg ones.

Just after noticing the cutie mark on the sleeper, a lightning bolt striking a large diapee which looked pristine and white, she heard a noise from nearby and looked up to see what it was.

There were two Wonderbutt Baby Buddies who looked quite ~~unusual~~ cute, both of them dragons much bigger than Spike, and they were having trouble getting the blue one into her costume. The red one – who looked like he was having ~~a lot of trouble focusing~~ fun, was fumbling with the tapes on the diaper of his Baby Buddy.

Splash frowned, vaguely recognizing the red one, and spotted the cutie mark on the blue one's sleeper – a huge pile of diapers and other foalish things with a dragon snoozing on top of it.

“Come on,” she heard the blue one whine. “We'll never learn how ponies do… do… that thing? Flying fast, that's it!”

The red dragon tried again, and this time did manage to actually do up the tapes – though he seemed at a loss where to go after that.

Noticing this, Uncle Soarin' trotted over to help out – just as Splash finally finished taping Lightning into her new outfit.

It didn't take long for Uncle Soarin to waddle back to the front, stomping his booties on the floor to get their attention. "Alright, Wonderbutts, line up so I can check your outfits."

Splashie and Frillda hurried to waddle in front of the changing mats, lining up with the rest of the foals, including the two dragons. Soarin nodded at them and started to go down the line first in front of them and then behind them, occasionally batting at a pacifier or giving their padded butts a squeeze. Eventually he ended up where he started, standing up tall and trying to look authoritative.

"Not bad for your first diaper change here at the Academy, but next time I expect you to work faster. Now, we'll be going to your first assembly where you will meet Mommy Spitfire so she can get a good look at you little foals. It's completely normal to be a bit surprised when she starts yelling, and there's no need to be ashamed if you make an oopsie while she looks at you. Just remember that no matter how much she yells at you, Mommy does love you... It's just more of a tough love at times."

Splashie nodded, feeling excited about getting to meet Mommy Spitfire, and shifted back and forth a little on her padded-up hooves. She suckled her paci, and followed along as Uncle Soarin opened the doors – waddling along as part of a long line, following Frillda's padded up butt as it wobbled back and forth in front of her.

The trip through the corridors took a few minutes for each individual Wonderbutt, but with how long the line was it was more like five or six before they all filed into the assembly room and took their seats – sitting down on their cushy rumps in the assembly room, all facing a dais with the Wonderbutts banner hung above it.

Lightning Mess sat down right next to Splash, bumping into her, and Splash pouted. “Hey!”

“Hey what?” Lightning Mess replied, mumbling around her pacifier.

“Hey… don't shove!” Splash countered. “That's not nice!”

Mess stuck her tongue out, her pacifier falling down to dangle on a cord, and she stuffed it back into her mouth. “I didn't shove, I was sittin' down!”

Splash scrunched and opened her mouth to say something, but was cut off from the sound of boots hitting the floor as Mommy Spitfire stepped up to the dais. She was wearing her regular captain's outfit, complete with jacket and aviators, and only a single thick diaper around her rump giving her any foalish look at all.

She looked them over, pausing a second at each foal and Splash found herself suddenly feeling like the center of attention as the gaze moved over her. She felt loved and felt ~~conditioned~~ unconditional love towards Mommy in return, but at the same time she felt so nervous she only barely managed not to wet her diapee. Instead she found herself sucking faster on her pacifier just to calm down, and could hear the same fast rhythm of suckles coming from Mess next to her.

Spitfire took a moment after looking at each foal, nodding to herself before suddenly leaning forward and yelling. "Alright you little stinkbutts, so you all think you got what it takes to become a fully grown-up Wonderbutt?!"

She paused again after that, smirking, watching and listening to the cacophony of hisses as almost every foal wet their diapers in startled surprise, and more than one even made a big oopsie.

“That's what I thought!” she resumed. “Well, it's time for you to learn something! You're all going to start off right at the bottom, but by the time I'm done with you we'll all know if you're a Wonderbutt or a none-derbutt!”

The pun was awful, but none of the audience was in any position to notice.

“You're going to be flight trained, you're going to be baby trained, and you might even be potty trained!” Spitfire told them. “But the most important thing you're going to learn is how to be a good Wonderbutt – listen to your aunts and uncles and do as you're told!”

She waited a long moment, letting them absorb that, then cleared her throat. “Now, everyone here needs to take the Wonderbutt oath. Ready?”

The slightly squishy foals in the assembly nodded, though nothing like in unison, and then began to speak.

“I swear to be a good Wonderbutt, to listen to my aunts and uncles. To love my diapers...”

"...and show them off whenever I can. I will protect the ponies of Equestria with the most poofy and crinkly of protection and vow to help anypony in need of aid or changes. I wet and mess my diapers happily and wear my full diapers proudly, as sign that no potty breaks keep me from my duty. My weapon is my rattle, my shield is my padding and my pacifier my badge. This I swear, for Equestria, the Princesses and Mommy Spitfire." Rainbow repeated proudly along with everyone else, standing tall and bouncing her diapers up and down.

Mascots needed...

Twilight alighted in front of the Academy, thanking the two Wonderbolts that had escorted her and her friend to the premises. "Thank you for coming along, Fluttershy. I have to meet with Captain Spitfire, but why don't you look for Rainbow already while I'm working on my report?"

“A-all right,” Fluttershy replied, with a quick nod. “I hope she's doing well.”

“So do I, Fluttershy,” Twilight smiled. “And I'll come and see you later, but I do have to meet the Captain first.”

Fluttershy nodded again, and looked around at the buildings. “Um… if I were Rainbow Dash, where would I be?”

After checking overhead, in case any gigantic rainbow-coloured explosions were lighting up the sky, Fluttershy picked a building at random and knocked on the door.

There was no reply, so she tried to pull the handle down, but the door refused to budge – clearly locked.

“That's the outhouse,” her Wonderbolt escort told her.

“Oh!” Fluttershy blushed slightly. “Well then, where would I find my friend?”

“She's a recent applicant, right?” the Wonderbolt checked. “All right, follow me.”

Fluttershy trotted along behind him, wondering for a moment why the outhouse door was locked before putting it out of her mind.

The Wonderbolt led her over to another building, through the entrance hall and around several corners before halting in a large room that seemed filled with wardrobes and clothes racks towards the back, most of the actual clothes on them hidden behind curtains. A soft music was playing over the speakers and one of the lamps in the ceiling flickered irregularly.

The Wonderbolt looked around and frowned, then turned back to Fluttershy. "I'm sorry, Ma'am. I thought they would be here to get suited up, but it looks like they already went on to the next station. I'm... not sure where that is, but if you'll wait here a minute I'll go and ask somepony for the schedule."

Fluttershy shuffled her hooves, looking down. "Oh, uhm, you really don't have to..."

"Oh no, I insist. It's no trouble at all." The Wonderbolt smiled and stepped around her, stopping at the door to give her another encouraging smile. "I'll be back in a moment, feel free to look around. There's a lot of old and silly costumes from all kinds of events, aside from the regular suits."

Fluttershy squeaked as he closed the door on her, shuffling her hooves nervously and looking around the room. She slowly shuffled over to a corner to wait without being in anypony's way, but froze when her hoof hit something light on the ground. It looked like a yellow and black headband with two long, flexible antenna with fluffy black pom-poms at the ends... it reminded her of a part of the bumblebee costumes her parents had dressed her in when she was a little filly.

“Oh, that's nice,” she said, picking it up with one hoof, then looked nervous. “Um… is it okay if I touch anything?”

There was no reply, so she put it back down again to be safe.

It did look nice, though.

“Hello?” Fluttershy called, trying to see if anyone was around, then looked back at the headband again.

The Wonderbolt had said she was free to look around, hadn't he? That had to mean it was okay to pick things up, at least. And if there were old and silly costumes around, then they wouldn't mind if she put one on?

That sounded right to Fluttershy, so she picked up the headband again.

It did look cuter still close up. The striped yellow and black bits were fuzzy and soft, and the antenna wiggled springily as it moved.

“I wonder if it fits,” she said, much more softly, and wondered if there was a mirror. Deciding to look for one, she put the headband on – taking a few seconds to make sure it did indeed fit, then sliding it down so it rested just by her ears.

She took a few steps forward and immediately squeaked and stumbled in surprise as the bobbing antennae sent a shivering buzz through her head, from one ear to the other. She quickly reached up to pull the headband off... then paused and blinked, rubbing her head as she tried to remember what she had been thinking about. She was careful not to move the headband, though, not wanting to disturb the nice buzzing that made her feel all happy and fuzzy in her head.

She tilted her head, antennae bobbing and buzzing louder for a moment as she tried to remember. It was something about the headband... Oh yes, she had been looking for a mirror! She trotted towards the curtains happily, a little confused as something felt off for a moment... Like she should be able to bounce and shake her rump much better than this.

Moving behind the curtain, she found a large mirror standing between several racks of outfits. She happily moved towards it to look inside, smiling and nodding her head a bit to watch the antennae bob up and down, up and down...

She simply stood there and watched, for several minutes until something behind her in the mirror caught her eye; something hanging on one of the racks, a spot of bright yellow and black stripes.

The fabric was slightly oddly placed, and Fluttershy wondered for a moment why she hadn't seen it already – but that didn't matter, and she turned around to have a look at it directly.

She saw in passing some of the other bits of costume on the rack – there was one which looked like a pair of bear paws, and a cute pair of fox paws, though she wasn't sure how that would be useful for a Wonderbolts show – and pushed them aside to get at the striped bits.

On seeing it, Fluttershy gave a little gasp. It was four little sleeves for her hooves, which were covered in thick yellow and black stripes like the stripes of a bee!

She pulled them off the hanger, inspecting them, and felt how fuzzy and soft they were – both on the outside, and inside as well.

Looking at them, Fluttershy wondered how it would feel to wear them. They'd definitely make her look more like a bee, which…

...the headband buzzed…

...would be good, and she smiled a little at the idea of dressing up like a good bee.

That thought seemed odd, and she frowned, but soon forgot why she was so concerned.

The headband looked nice, and felt nice, and the silly antennae bouncing up and down were so cute, so it would be good to put these bee-themed socks on, right?

Even if they did seem a bit thick…

The sleeves were a bit hard to put on, being rather tight for how thick they were, but once she'd managed to put one on she felt just how wonderfully soft they were. She put on the second sleeve on her foreleg, then struggled a bit more with the ones for the hindlegs, plopping down on her rump and then on her back. Once she'd managed to put them on, she giggled and kicked her legs, looking up as she noticed the antennae of her headband springing around at the edge of her vision.

She stayed like that for a few moments, giggling and just enjoying the sight of her antennae and cute striped legs. Eventually she stood back up again, however, looking around to find her way back.

She paused and frowned lightly, looking at the racks all around her and wondering where the way to the front of the room had gone. She glanced up and saw the curtain dividing it off from the costume storage...

...the headband buzzed again...

...then blinked and tried to remember what she had been thinking. She was looking for the exit, not a curtain.

She decided to turn left, heading further between the racks, coming past stacks of boxes full of more costume parts. She stopped at an intersection, about to turn around and try another way, before another bit of yellow and black caught her eye.

Walking over to it, she opened the flaps of one box to find a yellow and black striped shirt, made from the same soft and thick fabric as the sleeves.

On top of it lay what looked like a pair of flight goggles like the Wonderbolts used them, only instead of the normal clear glass these had the lenses tinted to resemble black and yellow spirals. Picking them up and holding them in front of her, Fluttershy found that while you couldn't look through them from the outside, but could see rather well from the inside, through both the black and the yellow parts equally. From both sides the lenses looked like they were swirling, getting faster and prettier the longer she looked at them.

After looking through the goggles for several seconds, Fluttershy put them back down. They looked nice, but…

...buzz, buzz…

...but she had to put the shirt on first, to get the proper look, and then she could put her goggles on!

Fluttershy carefully opened up the base of the shirt, and wriggled into it – still feeling like she should be able to wiggle her butt more – before settling it on her body, and cooing at the feeling of the soft, thick material.

It felt like it would keep her warm if it was cold, and that was good. And it was really comfortable, and it looked good too!

The pegasus giggled softly to herself, but before she had a chance to really give herself a fuzzy hug she remembered the goggles.

...her headband buzzed again, more insistently…

...and Fluttershy realized she really wanted to put the goggles on. They would help her see properly, and maybe they would make her feel more happy-buzzy like the headband!

Picking them up, having to take care because of her striped socks, and slowly put the goggles on – making sure she didn't bump her lovely buzzy headband as she did so.

Now everything had a black-and-yellow swirl wherever she looked, but it was so pervasive that she soon learned to look past it – consciously ignoring the spiralling patterns, but still noticing them somewhere deep down. And she felt more buzzy than ever before.

Maybe she'd look cuter in the mirror now!

Finding the mirror again was a lot easier than finding the exit, though Fluttershy didn't think about why that was. She was completely focused on prancing and shaking her rump, listening to the buzzing and looking at the faint yellow and black swirls all around her.

Arriving back at the mirror, she couldn't help but smile at the cute and happy bumblebee smiling back at her. She looked so cute with her comfy soft shirt, her soft sleeves, her cute antennae bobbing up and down and the pretty spirals covering her eyes. The spirals were so pretty, she just had to lean in for a closer look, staring at them with a dreamy smile...

Her headband buzzed to snap her out of her stupor, reminding her of something she hadn't really noticed before. She already had her bee head and eyes, her bee legs and her upper body with bee stripes, but her rump as well as her hooves and her wings were still depressingly pony-like. How could she be a good crinklebee without...

Fluttershy blinked, wondering where that thought had come from, but before she could think more about it the buzzing helped her focus again. Acting on a hunch, she trotted around the mirror, finding more racks and boxes behind it... and something that immediately stood out to her in one box.

She gave a happy gasp and eagerly opened the box, pulling out four thick and fuzzy black booties with soft insides, so fuzzy that they almost seemed round like the pompoms at the ends of her antennae. They were also deceptively sticky, perfect for any good bee to gather lots of pollen on them.

Fluttershy lay down on her back and put the first two booties on her hind legs, feeling them all fuzzy and comfy and warm, and she giggled at the feeling. They felt so soft and snug and wonderful, and made her a much better bee!

After that, she moved on to her front right hoof, but that was a bit more of a problem. She could only use one hoof to try and help her put it on, and her hind legs were not very helpful at the best of times let alone when she had fuzzy booties on.

The fourth one, on her front left hoof, seemed completely impossible. She was trying to move a very fuzzy thing with three other very fuzzy things on her hooves, and sometimes she lost track of which fuzzy thing was the one she was trying to get on her hoof.

After several minutes, Fluttershy was almost ready to give up, but…

...her headband buzzed…

...she decided to give it one more try, only to realize she'd already put it on!

Frowning for a moment, Fluttershy wondered when she'd managed that, but her headband's soothing buzz reminded her she shouldn't care about silly things like that. She rolled back onto her front, setting her antennae shaking up and down, and walked carefully back a few steps so she could see into the mirror again.

She looked a bit more like a crinklebee now, with her hooves covered, but she still wondered about how to handle the remaining bits…

...buzz, buzz...

Fluttershy blinked, looking at the rack of costumes she had... walked to? Hadn't she just been in front of the mirror...?

The buzzing in her head reminded her that of course she had walked over to the rack, for the next time of her costume. She smiled and pushed some dresses aside to pull out what looked like a big black and yellow ball of... something? Something plushy at least. She giggled as she had the idea to lay the ball down on the floor and unroll it, seeing that it was still several inches thick even at the edges.

She walked around it once, then turned her back towards it and shook her rump happily before plopping it down onto the soft padding, causing a cloud of ~~foal powder~~ pollen to surround her. She giggled and looked down, pulling up the soft crinkly fabric and fumbling with the sticky tapes until everything was nice and snug, leaving a thin coating of pollen on her booties.

She stood up and smoothed down her shirt so it was covering the tapes, then looked over her shoulder and shook her rump, gasping and giggling happily at the heavy feeling of her stinger moving left and right. Her butt was now twice as big behind her, crinkly and squeaky with a big yellow and black striped bumblebee butt extending out over a foot behind her actual butt. The stinger itself was black and blunted, looking a bit like the nipple of a bottle to her and making her feel a bit thirsty.

On a whim she sat down and pulled the stinger over in front of her, finding that she could just barely curl up to suckle on her own stinger. What was more, when she clumsily pushed down on the stinger she was rewarded with a squeak and a puff, her big bee butt puffing out a little more.

...buzz…

Fluttershy wasn't sure how long she spent puffing up her beehind, suckling happily, but by the time she stopped her puffed-up bumblebee butt was a lot bigger than it had been when she first put it on. It looked clumsy and silly, but it also looked really cute!

The pegasus wasn't quite sure why she'd dressed herself up as a bee, for a moment, but the buzzing made her feel all fuzzy and reminded her how much cuter she looked now.

She got up, and posed in front of the mirror – with her costume almost complete! She had the antennae, the swirly bee-eyes which made her feel giggly and dizzy, the torso, the legs, the big bee butt, the fuzzy little booties… she wondered how many legs bees had for a moment, then shook her head and made her antennae bounce again.

It was so good to just stare into her own swirly black-and-yellow spiral goggles and listen to the buzz and relax, but something wasn't quite right…

...buzz, buzz…

...and Fluttershy realized what it had to be! While almost all of the rest of her was as bee as a bee could bee, her wings were still pegasus-pony, which spoiled the whole look.

...buzz…

...Fluttershy blinked, looking up at the tall collection of open cubbyholes.

It looked like there were all sorts of miscellaneous costume parts here, packed in ~~foal powder~~ pollen, and right up near the top she could see some shiny insect-wings poking out over the edge!

She looked up at the wings for a moment, then tentatively put a hoof in one of the cubbyholes to start climbing upwards. For a moment she wondered why she didn't just fly up to grab them...

...buzz buzz...

...but then she felt silly for wanting to fly when she didn't even have her wings yet. Putting another hoof in one of the cubbyholes, she realized how easy her sticky booties made the climbing despite her clumsy big costume. Her big bee butt swayed left and right under her with every movement, yet it felt almost impossible that she might lose her grip and fall. She actually giggled as she moved another hole higher, knocking loose some pollen into her face that made her sneeze adorably.

It took her a minute of climbing, but finally she was high enough to see the wings: a pair of stiff, shiny bug membranes with just enough space in them to fit her wings into them comfortably. They shimmered in the light, rainbow glitter patterns seeming to play over the membranes with each movement.

Fluttershy smiled widely and reached out, grabbing them and hugging them to her chest in excitement before she came to the realization that just two hooves weren't enough to get a grip on the wall after all. She squeaked in surprise as she fell backwards, into a large pile of pollen that she'd knocked loose while climbing, landing on her stinger with a loud squeak and puff.

The smell of the pollen made Fluttershy feel all dizzy, something which her goggles and the buzzing from her headband helped with by soothing away her confused thoughts.

She rolled around a bit, giggling, then remembered the wings she'd gone after with a start and looked around for them. For a long moment, she couldn't see them, then spotted the edge of one poking out of the pile of pollen and began to dig them out.

By the time she managed, her sticky booties were coated in pollen just like they should be, and she had a pair of wings which she shook free of their coating of sweet-smelling dust.

Then she frowned, sitting down in confusion. How was she going to get her wings on?

...buzz…

She thought hard about it, the soft buzzing helping her concentrate, but she couldn't come up with a single idea. And when she thought too hard, even the buzzing didn't stop her feeling a little bit silly and scatterbrained.

Fluttershy racked her bee-rains for an idea, moving one leg absently to the sound of the buzzing, and her rump swayed back and forth...

...buzz… buzz…

...buzz…

...and she posed in the mirror, admiring her new shiny wings!

Not sure how she'd put them on, but – buzz – not really caring that much, Fluttershy twitched them a few times before fluttering them as hard as she could.

She barely managed to lift herself off the ground, having to work hard to get more than a few inches into the air, but that was just how bees were.

Fluttershy giggled and admired herself in the mirror one more time, looking over her nice buzzing and bouncing antennae, her pretty spiral goggles and the wings that drew faint rainbow reflections in the air every time she buzzed them. She looked over her booties, the black fuzz mostly covered by yellow pollen, and then at the big bouncy bee butt behind her that swayed and crinkled with each little movement.

Finally she turned around, picking up her black and yellow pacifier from a box next to her and enjoying the taste of sweet honey in her mouth as she suckled on it, waddling and buzzing her way back towards the curtain. She pushed through into the front of the room just in time for the Wonderbolt to return, smiling at him around the pacifier.

The Wonderbolt looked at her, now dressed in his own thick and crinkly suit, and smiled. "Ah, I see you found your costume. Once again, thank you for volunteering to become our mascot. I'm sure you're going to be the cutest and silliest Wonderbee we've ever had.”

Fluttershy smiled wider and buzzed happily in response, flapping her wings and trotting forward to follow the Wonderbolt so she could meet with the rest of the team.

Princesses Welcome!

The door clicked shut behind Twilight as she entered Spitfire's office.

“It's an honour to have a visit from one of the Princesses,” Spitfire said with a smile. “Though I feel I should ask – what brings you here? I'm sure it's not a social visit.”

“Social visits are important,” Twilight replied. “They help to encourage an informal and friendly atmosphere.”

She coughed. “But… well, I actually am here for a reason. I wanted to do an inspection, partly because I've never actually come here before and so I wanted to see what it's like. And since I've only recently become able to visit myself...”

Spitfire nodded. “I see. Well – oh, do you mind if I call you Twilight?”

“I don't mind at all,” Twilight assured her. “Is it all right if I call you Spitfire, then, rather than Captain?”

“Spitfire will do for now,” Spitfire replied, smiling to make it a joke. “Now, what do you want to look at first?”

On seeing Twilight's mild surprise, she went on. “Since you are here for an inspection, it might be dishonest to suggest what to visit. You should have the opportunity to pick for yourself.”

“Oh – well, to be honest I'm not sure what categories of places there are,” Twilight admitted. “You can go ahead and suggest all you want.”

“Thank you, Twilight, that's very trusting of you,” Spitfire told her. “Let's see, what first...”

She stood up, shaking out her wings. "Well, there's the starting and landing strips, as well as the inner and outer cloud fields and laps if you want to stretch your wings. Our personal weather factory if you're more interested in technical engineering. Our storage rooms, our relaxation center. Our library and the classrooms." She smirked when Twilight's eyes lit up and her wings twitched. "I assume you'd like to visit those first for a thorough investigation?"

Twilight blushed and chuckled sheepishly. "Ah, well, I suppose it's not much of a secret, is it? But if you don't mind, I'd really like to review some of your teaching methods. This is an academy after all... and I didn't even know you have a library up here."

Spitfire chuckled and walked past her. "Well, of course. It's not too big, but it has all the books we need. Let's start with the classrooms, though, maybe we can run you through a mock lesson while we're at it."

"You would?" Twilight bounced a little in excitement before pulling herself together again. "I mean, uhm, if it doesn't disrupt the regular workings of the Academy."

"Nothing you need to worry about, Twilight. I'll personally play the teacher part, it's been some time since I got to do that." Spitfire walked out the door, smirking unseen by Twilight as she headed deeper into the compound towards their best classroom.

As Twilight trotted along behind Spitfire, she looked around at the walls – interested to see what kind of decorations the Wonderbolts would have in their academy. She knew that it was useful for education to avoid bland, boring hallways, just to make sure the students were in the right frame of mind.

It was quite a surprise, actually. The walls were painted in bright pastel colours, with a preponderance of Wonderbolts blue and yellow but others as well, and the room signs were in big, blocky letters.

“Do you like it?” Spitfire asked. “The walls, I mean. We thought it'd make sure ponies stayed in the right frame of mind.”

“I was reading about that recently,” Twilight admitted. “It's not quite what I'd have chosen, but if it works for you that's good.”

Making sure to stay a little ahead of Twilight, Spitfire casually swung the door to a room closed. Twilight made to look into it, but Spitfire called her on. “The classrooms are this way, Twilight.”

“Oh, right,” Twilight replied. “Sorry, I wanted to see what was in there.”

Spitfire indicated it with her hoof, and Twilight swung the door open.

It was a lecture room with rows of desks facing a blackboard, currently empty of everything but cupboards and other supplies.

“That's where we work out formation tactics,” Spitfire told her. “I hope that's up to standard?”

“Yes, sorry,” Twilight said, bobbing her head a little. “What you said kind of left me thinking about how to 'catch you out', but that's really bad manners...”

“Well, no harm done, Twilight,” Spitfire assured her. “Let's just get to the classroom, shall we? We don't want to be late for class.”

“Late?” Twilight repeated, worried, then relaxed slightly. “Wait, how could we be late if I'm the only one you're going to be teaching?”

Spitfire's smirk showed it was another joke, and Twilight chuckled as she thought about how much more subtle Spitfire's pranks seemed to be than Rainbow's.

The blue pegasus wouldn't know what she was getting into...

Spitfire led Twilight into the classroom, walking up to the front and waiting for the alicorn to take her seat at one of the desks, each of them slightly lowered and tilted back to make the one sitting in them feel smaller and looking up at the teacher. She waited patiently until Twilight was comfortable and had stopped fidgeting, then moved over to a panel at the side of the blackboard. "We here at the Academy have recently started applying something new. I know that sportsponies aren't always the best students or even very good at focusing on theory, which is why we installed this."

She turned a dial and the light in the room dimmed, making Twilight look around in confusion. "What's happening now? You're not just going to show me a video, I hope."

"Of course not." Spitfire chuckled, walking back to the blackboard and picking up a pen, writing her name on the board... in glowing, flowing rainbow colors. "We use fluorescent rainbow pens. Completely safe, easy to clean up, easy to see in the dark and they just grab your attention and hold onto it, don't they?"

Twilight gasped at the display and stared at it with a smile. "That's genius. I've never seen someone use rainbows like this." She blinked and blushed, leaning back. "Ah, I mean... it's quite an interesting teaching method."

Spitfire chuckled and smiled back. "You don't have to force yourself to stay professional. I regularly meet Princess Celestia, both in formal and informal meetings. I'm not going to be put off by a Princess acting a little more casually." She began to draw on the board again, drawing out various formations for stunt shows, cloudball games and military maneuvers and even a few weather patterns in between, all of them just happening to curve around each other and flow into spiraling, swirling displays of glowing rainbows, drowning out the rest of the room until there only seemed to be the rainbow patterns floating in the darkness all around Twilight, along with the occasional silhouette of Spitfire.

Twilight found herself blinking, occasionally at first but then more and more often, as the rainbow light swirled around her.

It was oddly pleasant, almost relaxing, and after a long moment just staring she shook her head and closed her eyes for a moment to recover her equilibrium.

“That's very impressive,” she said, looking at the board again, and the rainbow patterns began to draw her attention again. “I… huh, there seem to be quite a lot there...”

“Of course,” Spitfire replied. “You don't think Wonderbolts are just jocks, do you?”

“Well...” Twilight began, blushing. “I mean, my friend Dash is… not the most intellectual?”

“That's one reason we use rainbow pens,” Spitfire assured her. “They grab your attention and hold it, letting you focus on something so you remember it. The colours flow through the patterns one at a time, repeating it over and over so it won't drop out of your memory.”

She continued to draw examples, adding to the glowing column of rainbow light. “So even a pony who can't concentrate very well can just let themselves learn automatically, picking up everything they need to know...”

Twilight was very impressed by how much thought had gone into this whole process, and she sat back a bit – unconsciously relaxing a little from Spitfire's tone of voice and from the colours all around.

Spitfire watched her, barely visible in the shadows of the rainbows she was drawing. "Of course, we teach them some more study techniques besides that and based on that. For example, focusing on a specific color and following it through the patterns. For you, I'd recommend purple."

"Purple, right..." Twilight nodded and blinked slowly, trying to single out the purple lines. It was just so hard, the purple lines always blending into a new color after a few inches, the other colors swirling around them and trying to drown them out. "It's... kinda hard actually."

"Studying usually is," Spitfire chuckled. "Of course there are many techniques to combine with that. Your friend Rainbow is a prime example of another one... pegasi have a natural aptitude for picking out things subconsciously. Obstacles in flying for example, but also parts of a lesson you're not focusing on." She started drawing again. "So while you are focusing on one part of the board, your subconscious is picking up all the parts you aren't focusing on. Parts of the lesson that you memorize deep in your mind without noticing, thing you will know better than if you'd learned them regularly."

Twilight blinked slowly, swaying in her seat dizzily. She'd been focused on following the purple lines so much that she'd completely missed what Spitfire had said. It was probably important. "Uhm, I'm sorry... could you repeat that?"

“Repeat which bit?” Spitfire asked. “I hope you've been paying attention, Twilight.”

“I-” Twilight began, ready to react automatically, then paused and blushed. “Um… no, sorry, I sort of lost track for a bit. You said something..?”

“I was talking about how you can learn part of a lesson without focusing on it,” Spitfire told her, continuing to draw in the air – the rainbow trace following her pen, drawing Twilight's attention away and scattering it across the diagrams Spitfire was putting together. No one of them drawing enough of her attention for her to really identify it any more, but with Twilight's subconscious mind putting back together the lines traced out by the purple light.

Despite doing her best to concentrate, Twilight only muzzily followed the rest of what Spitfire was saying. About how she could learn more deeply if she let herself learn without focusing on something, about how she'd memorize bits of the lesson deep in her mind…

Part of her wondered what she'd be learning in this lesson. She couldn't quite pick out any one point, but maybe that meant it was working? It was certainly relaxing to just focus on the purple…

"And that's that." Spitfire smiled and turned the lights back on, grabbing a sponge and washing the rainbow lines away before Twilight could properly take them in.

"Huh? What?" Twilight blinked, shaking her head and trying to regain her bearings through the colors swirling in her mind. "S-sorry, did I drift off?"

"Not at all." Spitfire smiled at her. "You actually did very well in unfocusing your mind to take in the whole lesson. It's normal to feel a little dizzy from that, that just means that your mind is taking all that information in. It means you're a good cadet."

Twilight's eyes widened slightly and her wings twitched at those words, a pleasant shiver running through her mind and down her spine, making her feel all fuzzy and happy for a moment. "T-that's good to hear. Thank you, Mo- Miss Spitfire."

Spitfire's lips twitched with a smirk. "Please, no need for formality. I thought we agreed that I could call you Twily, and you could call me Mommy Spitfire."

Twilight blinked for a moment before a silly smile stretched over her face, eyes glazing over for a moment as purple danced through her mind. "A-ah, right... Sorry, Mommy Spitfire."

Spitfire bit down a wide grin at hearing that. "It's okay, Twily. Now, would you like to end the lesson with a test to see what you've learned?" She pulled out a test sheet and a colorful pencil, setting both down on Twilight's desk.

Twilight picked up the pencil, then used her magic to pick it up instead. She wondered for a moment why she'd gone to using her hooves, then shrugged it off.

The pencil was a nice purple, which kept her silly smile on her face, and she looked down at the first question on the test.

Describe the best approach to take when conducting a reverse kulbit loop under storm conditions.

Twilight did a double-take. That was… what?

That was way too hard! That hadn't been in the lesson, had it?”

“Um… Mommy Spitfire?” Twilight asked, raising a hoof.

“Yes, Twily?” Spitfire replied. “Is something wrong?”

“I don't think we covered this question,” Twilight replied, blushing at the very thought of asking for help with an exam. “Did we?”

“Of course we did, Twily,” Spitfire replied. “You need to avoid thinking about the answer, and you'll find that it just pops into your head – that's how our training method works.”

“Okay...” Twilight said, a bit dubious, and closed her eyes.

Purple loops traced themselves through her mind, other colours following them, and she looked again before writing her answer – trying not to think about it, just writing it down.

To her astonishment – and delight – the answer was right there, in purple pencil. It was quite technical and complicated, indeed looking at it made her head spin a bit, but it felt right!

Twilight felt a giggle slip out of her mouth, her eyes slightly unfocused as she let herself fall back into that fuzzy state of mind, letting the colors twist and loop through her mind and only half-aware of her reading the next question.

Name the different types of clouds viable for flight training and how to produce them.

She smiled with slightly unfocused eyes, her pencil wobbling and dancing in her magic as it wrote in loops and swirls, writing down a level of calligraphy she'd usually only see from Spike or Princess Celestia. Before long she was reading over her answer, only really seeing every other word but instead letting the flowing curves of purple run through her mind, somehow knowing without a doubt that the answers and equations she'd written down were correct and eager to continue the test.

Name the five muscles most vulnerable to cramps on long-distance flights.

Write down the pattern for Formation Flight #4.

Name all the colors of the rainbow.

Write down how much you love your Mommy Spitfire.

Write down the dresscode for a good little Wonderbutt Cadet like yourself, then hoof in the test and report to get your own uniform.

Finishing off the last word with a flourish, the purple lines hanging in her mind's eye for a long moment after the pencil stopped writing them, Twilight stood up and trotted up to the front desk.

“Finished, Mommy Spitfire!” she reported. “I'm ready to get my uniform now!”

“That's very good, Cadet Twily,” Spitfire replied, turning her smirk into a caring smile. “I'll mark your test while you get dressed. Your uniform is in the second cupboard from the left.”

Twily gave the test to Spitfire, then trotted over to the cupboard and opened the door with a creak. All the components of her uniform were there – in fact, there were at least a dozen each of every bit of the uniform, both the bits she had to wear at all times and the temporary parts.

Twilight took care to select the parts which were the right size for her – diaper, pacifier, Wonderbutts suit – and blushed a little as she fitted the diaper on, sure that it was part of the uniform but not sure why that fact sounded so odd to her.

Putting on the Wonderbutts suit only made her feel more odd – still contented, still sure she was doing the right thing, but at the same time oddly confused about the details of exactly why she had to wear a thick, oddly crinkly suit and an equally thick diaper. The pacifier had the same combination of soothing and incongruous, and by the time she was done she was moving from hoof to hoof nervously as she tried to work out what question to ask.

"There we go." Spitfire grinned, walking around Twilight to inspect her. "Looking like a proper Wonderbutts cadet, and with an almost perfect score to butt. I wouldn't have expected anything less from Rainbow Dash's friend."

"Really? Oh, I'm glad to eep!" Twilight squeaked and jumped as Spitfire poked her padded rear. "W-was that necessary?"

"Of course. I need to make sure your uniform is up to code after all." Spitfire chuckled and poked her again.

Twilight flinched and blushed. "O-oh, okay? I actually wanted to ask about that, I..." She trailed off, blinking and shaking her head as she tried to remember what it was she had been meaning to ask. Something about her outfit... She tried to relax and let her mind flow, feeling the purple colors bubble up through her mind again and make her smile.

"I wanted to ask... Is my uniform up to code? Is my butt poofy enough?" Something about saying that sounded off and made her blush, but this time she quickly realized why. "I'm sorry, that was a silly question. A Wonderbutt is never poofy enough, right?"

"A good answer, yes." Spitfire giggled. "I'm glad you've taken the lessons to heart so well. Maybe you'd like another one before we move on? I think you'd be very interested in learning some of the less common knowledge on the Wonderbutts' history and our relation to the Princesses."

Less common knowledge?

That sounded great to Twilight!

“Yes please, Mommy Spitfire!” she agreed, nodding eagerly.

“Then you'd better sit back down, Twily,” Spitfire invited, indicating the desk, and Twilight got into it again. She still wasn't raised up enough to look across at Spitfire, still having to look slightly up, and the pressure of her own weight pressed her down into her diaper and served as a constant reminder that it was there.

That fact still made her a little confused, but every time she began to even think of how she'd ask about it she just reminded herself that it was part of her uniform – the same uniform which had her cutie mark on it, so it had to be hers.

Spitfire stepped up onto a dais, raising the board a little as she did so, to restore the full benefit of the perspective trick built into the classroom. “Let's start with when the Wonderbutts were founded. Not many ponies know this, but the Wonderbutts are one of the oldest organizations in Equestria – our teaching methods have been updated over that time, but the material has hardly changed.”

Twilight had been aware of it, of course, but the way Spitfire was talking was in a peculiar lilting, soothing cadence. It made it sound almost like she was reading out a storybook rather than explaining historical details, and she found herself drawn in.

Spitfire began to draw diagrams as she spoke, helping to illustrate the tale she was telling. “We work very closely with Princess Celestia...”

Twilight listened eagerly as Spitfire began to tell her all about how the Wonderbutts worked with Celestia, about the tradition that had every new ~~Captain~~ Mommy or Daddy begin their duty by running Princess Celestia through a private one-on-one cadet training, all after being personally picked and trained by their predecessor, all the way back to Commander Hurricane's daughter Captain Pansy.

She watched as Spitfire outlined the various events and meetings she attended each year to spend some quality time with the Princess, reinforcing her training and occasionally teasing her a bit. How after the unexpected return of Princess Luna Spitfire herself had picked and trained some of her most ~~brainwashed~~ trusted cadets to form the Shadowbutts, who were officially the Wonderbutts' rival organization but who secretly kept Princess Luna in check for Mommy Spitfire.

For Princess Cadance there wasn't a full organization dedicated to her since her title had been more of a formality than an actual position of power for a long time. Instead Twilight was surprised and happy to find that the most ~~susceptible~~ dependable cadet in the Royal Guard had been picked to personally attend to her and over time brainwash her into a happy, eager and kinky part-time cadet. As a side effect, Queen Chrysalis had shown up in Spitfire's office not a week after the invasion on Canterlot and had since then become a valuable asset and eager poofbutt.

And of course for Twilight herself, Rainbow Dash had been supposed to be their way in and would be trained to brainwash first Princess Twilight herself and then the rest of their group.

The whole thing was so interesting to learn, and it explained so much, so Twilight soaked it up like a sponge. Spitfire's occasional explanatory diagrams pulsed in her peripheral vision, reminding her of little details or making it easier to accept important ones, and she nodded occasionally to show she was paying attention.

Discovering that her mentor was technically part of the same organization as her made her feel all warm and fuzzy, and only a small and unheard part of her mind even worried about how much Mommy Spitfire was talking about things like brainwashing… it just seemed to make so much sense when she explained it. After all, if this was what Princesses did, then it had to make sense!

Eventually, however, Spitfire's tale came to an end, and Twilight sat there with her eyes a bit glazed over for at least a minute more – part of her mind tracing purple spirals and patterns over and over, before she jumped a bit and steadied herself.

“R-right!” she said, stammering a bit as she blushed. “So… so what now?”

“Well, first I think my little cadet needs a change,” Mommy Spitfire commented, indicating Twilight's uniform.

The alicorn blushed more deeply, looking down, and saw that she'd wet her diapers during the long and entrancing lecture.

“Let's get you sorted out,” Spitfire went on. “Then maybe you can meet with the other cadets! How does that sound?”

Twilight kept up her blush, giving Mommy Spitfire a nervous smile and nod. "That sounds fun, Mommy. Are Rainbow and Fluttershy going to be there, too?"

"Well, I don't know about your other friend..." Spitfire walked over to the cupboard and pulled out a large and colorful changing mat, pushing some desks aside to spread it out on the floor and gesture for Twilight to lie down. "...but I'm sure that Rainbow Dash will be there, yes."

Twilight smiled a bit wider now, nervousness receding at the prospect of being with her friends again. She watched as Mommy Spitfire opened some clip buttons she hadn't noticed at the back of her Wonderbutts suit and began to peel off the soggy diaper, then grabbed a box of wipes. She moaned as Mommy Spitfire seemed to focus her efforts to wipe her clean on her marehood, blush returning in full force. "M-mommy..."

"Hold still, cadet, we're almost done~" Spitfire cooed as she pulled away and shook out a large cloud of foal powder onto Twilight's nethers, then pulled out a fresh diaper and a second, even larger and poofier one. "I think we should make sure that you won't need your next change quite as quickly. After all, there's no such thing as too much poof~"

“No, there's not,” Twilight agreed, remembering that part of the lesson, and watched with embarrassment and pleasure combined as Mommy Spitfire taped first one diaper and then the next around her rump.

Spitfire redid the clips, then let Twilight roll over onto her hooves. “Come along, now,” she said. “Let's go and meet your fellow Baby Wonderbutts.”

Twilight nodded, following Mommy out of the classroom – waddling at her heels, a permanent blush lighting her cheeks as every crinkle and wiggle reminded her of her padded state.

“You forgot your pacifier,” Spitfire said, hoofing a replacement to Twilight, and the alicorn winced.

“Sorry...” Twilight mumbled, taking it and starting to suckle on it – feeling a calm wash over her as she did, quieting her anxieties.

They trotted down the halls, Twilight waddling behind thanks to her padded behind, and as they went Twilight began to frown.

“Mommy,” she began. “How come the Wonderbutts are all secret? I didn't know any of this before...”

“That's simple,” Spitfire told her. “It's because everyone learns to keep the secret when they're a cadet, and they all want to be good cadets. Don't you want to be a good cadet?”

“I want to be a good cadet!” Twilight agreed, the answer springing automatically to her tongue and sending purple fireworks though her mind – drawing away the worry and diluting it in happy fizzy purple lights.

“There you are,” Spitfire said. “And since everyone's learned to be a good cadet, no-one – pony or otherwise – gives it away. Doesn't that make sense?”

Twilight didn't really notice that her actual question had gone fundamentally unanswered, and nodded. “Yes, it does, Mommy Spitfire...”

"There's a good filly." Spitfire gave her a smile as they stepped out of the building, walking (and Twilight waddling) across the clouds towards the runway where the rest of the cadets were waiting.

Spitfire walked down the line, leading the waddling Twilight past every other cadet, all of them padded and some suckling on their own pacifiers. "Everyfoal, this is Twilight Tinkle. She's joining us as an honorary cadet and Wonderbutt, so everyone give her a warm welcome."

"Hello, Twilight." The gathered foals mumbled dutifully around their own pacifiers, slumping a little with dopey smiles and drooling as they soaked their padding with a 'warm welcome'.

"I'm glad you all memorized Wonderbutt procedure so well," Spitfire chuckled. "Twilight, go on and take your place in line. We're going to run a few short drills before going inside for a short break, and then you'll all get to do a practice cloudball game."

The gathered cadets gave some cheers and giggles at that, until Spitfire stomped a hoof. "Wonderbutts, at attention!" Everypony and -griffin jumped up, turning around and raising their padded butts to wave them at Spitfire, tails swishing.

"Very good," Spitfire grinned. "And, give me five bounces!" She stifled a giggle at seeing grown mares, a princess and even a griffin turn around again and start bouncing on their padded, squishy rumps.

Some of the 'butts got the counting a bit wrong, giving six bounces instead of just five, but they all eventually stopped and took their positions again.

“Now, let's see you give a shake!” Spitfire instructed.

She watched as most of the cadets did as instructed, then trotted down to the end of the line. “What did you call that, cadet? Was that a shake or a shimmy or just a half-hearted wag?”

“Um...” replied the dragon she was addressing, blushing.

“That's what I thought,” Spitfire noted. “Cadet Twilight, come out here and show us how it's supposed to be done!”

Twilight waddled out in front of the rest of them, her cheeks lit slightly with a blush but eager to do what her mommy said, and paused for a moment before doing a little shake just as instructed. Her diaper crinkled noticeably as she did, with perhaps a little bit of a squish to it as well, and every other Wonderbutts cadet followed the movement back-and-forth.

Spitfire nodded, smirking. “That's right. Now, Cadet Ember, you give it a go.”

The dragon she'd singled out did the same thing, wiggling her diapered rump in front of the other cadets, and again the pendulum-like movement made them all follow it in a slight daze.

“Back to your position,” Spitfire instructed. “Now, pair off and show me some diaper squishes! Twilight, you join Splash and… Frillda.”

She saw Twilight blink slightly, a little surprised by the names, but her conditioning convinced her there was nothing wrong.

Twilight nodded and waddled over to the two, recognizing them as her friends. "Hey, uhm... Rainbow Splash and Frillda? How do you two like the Academy so far?" She giggled at their silly names, then at her own silly name and at their names again.

"That's us, yes." Rainbow Splash grinned and puffed out her chest and crinklebutt proudly. "Proud members of the Wonderbutts."

"Yeah, I guess it isn't so bad here," Frillda reluctantly admitted. "They got all the best outfits at least." She looked down at her own frilly outfit, preening.

Twilight Tinkle oooh'ed appreciatively, looking them over. "Wow, you really look the part, too."

"What part of squishes didn't you understand? I hope you don't talk that much during nap time!" Mommy Spitfire's voice carried across the field, making them squeak and jump in surprise before turning around in a hurry, the three of them bumping and squishing their diapers together. After a few squishes Splash and Frillda teamed up, moving to both sides of Tinkle to squish her between their big butts just like they would a Shadowbutt, leaving the alicorn foal dizzy for a moment.

"Good form, you two! Put a little more fwooomph into it!" Spitfire smirked as she watched the two squish the princess with even more gusto, squishing and squeezing her between their squish-butts until only Twilight's flailing legs were still visible. They finally moved apart, giggling as they saw a dazed Twilight still stuck to Splash's butt.

After a bit of teasing Frillda carefully prised Twilight off Splash's suit, and the griffin Wonderbutt spent a moment longer patting at Splash's rump before nodding. “Yep, that's about as repuffed as it's going to get!”

“Hey! I thought you were still getting Twilight Tinkle off!” Splash protested.

Frillda stuck her tongue out. “You didn't think you were getting away without being pranked?”

As Splash pouted, Spitfire blew her whistle – the sound instantly drawing the attention of the entire class.

“Good work!” she praised them, and happy smiles broke out on all the zonked Wonderbutt cadets – including Twilight, who was only just settling herself from her earlier experience. “You've done very well at your drills, now let's get in for your break!”

There were a few reluctant groans from the cadets who wanted to continue ~~playing~~ doing drills, but the idea of a break was still tempting – and, of course, Mommy Spitfire knew best. So the collection of ponies (and a few non-ponies) all waddled in a line back through the open door into one of the classrooms.

“What's a break like?” Twilight asked Splash, as they filed into the room.

“Eh, it'll be good,” Splash replied with a shrug. “Drink and something cool to watch, maybe? Dunno, it's usually good...”

Spitfire led them past the classrooms and into another large room, this one with colorful walls painted full of smiling suns, poofy Wonderbutts and foalish toys. The floor was padded and soft, making the cadets waddle and stumble even more as they sunk in a little, and lots of stuffed animals and toy chests were set along the walls for them to play with.

Spitfire led them over to a bunch of blankets and pillows in the middle of the room, a large and warm bottle of milk already prepared at each nap spot.

"Fluttershy, there you are!" Twilight gasped happily as she noticed Fluttershy already there, lying on her back and holding a large bottle in her clumsy booties as she drank from it, buzzing happily and kicking her legs into her large plush stinger.

The Bumblebutt looked up as she noticed Twilight and a moment later Rainbow and Frillda join her on the blankets, waving her plush antennae and buzzing happily in greeting. "Oh hello girlzzzzz. Doezzzzzn't thizzzz place feel juzzzt wonderful and safe?"

Rainbow giggled and pounced her stinger playfully, squeaking in surprise as Fluttershy's diaper was pumped up a bit but quickly starting to step and push and squeeze on the plush stinger as she realized how it worked.

Frillda watched them for a moment, totally not jealous of the filly's growing poof and quickly grabbing a bottle to start on her lunch instead and lie down for a well-deserved nap.

Twilight blinked as she looked at Fluttershy's costume, wondering why her friend was wearing such a silly bee costume – it was cute, of course, but it seemed a little odd.

When she made eye contact, though, the swirling yellow-and-black spirals on the Bumblebutt's goggles made her stare. They were oddly soothing, and after a minute or so Twilight felt relaxed enough that her concerns had all melted away and dissolved.

Smiling, glad to have… whatever had been bothering her… sorted out, Twilight flumphed down on the pillows she'd been led to, and began to suckle on her milk bottle as the lights dimmed.

“Now, remember to get a good sleep!” Mommy Spitfire instructed them all, turning on a big mobile hanging from the ceiling. “There's going to be a practice game later, so you'd all better be well rested… night night Wonderbutts!”

“Night night Momma,” the Wonderbutt trainees mumbled around their bottles. The mobile spun around above them, playing soft music, and sparkly lights circled overhead.

The mention of a practice game did make Twilight a bit anxious again, not sure if she'd be ready to take part, but the mobile was really relaxing...

The whole mobile was really big, with more pieces hanging off it than should be able to fit, all of them glowing softly in the dark and spinning around each other like watching a big silly galaxy in the night sky. There were a bunch of baby bottles, some pacifiers, diapers, rattles and plushies, along with a whole lot of Wonderbutt cutouts, each one more thickly padded than the last, crinkling and squishing softly as they spun overhead and occasionally bumping into other cutouts, grabbing a bottle, hugging a plushie, dropping into another diaper, suckling on a paci or squishing another Wonderbutt under their diaper.

Twilight slowly felt her eyes grow heavy, falling closed, but even then she could see the mobile clear as day, picturing herself and all her friends as the Wonderbutts spinning around in the air, being a good little cadet for Momma Spitfire and having the biggest poof to squish everypony else under it.

She kept dreaming like that for a while, slowly waking up to the same music as before playing slightly louder and all around her and a soft feeling of movement. She opened her eyes to look around at all the other Wonderbutts swinging through the air around her with happy, sleepy and silly expressions, each one sitting in a baby bouncer hanging from the mobile, spinning among the glowing colorful plushies and pacis and toys and occasionally squishing each other against their padded rumps.

It was just so relaxing to hang there, bouncing up and down gently and spinning around and around, completely surrounded by sparkly lights and symbols and pacis and Wonderbutts, that Twilight drowsed for a long time – dropping into sleep and coming out again, just a continual fog of near-sleep and near-wakefulness and lilting music.

Eventually it had to end, though, as the door opened and Momma Spitfire came through. The mobile slowed gradually as she began to give everyone a pep talk, telling them about the game.

Twilight was still drowsy enough that she missed a lot of what Momma Spitfire said, but she got most of the important bits – about how there was going to be a practice game against the Shadowbutts, and that every one of the trainees was going to be taking part somehow, and how she and Fluttershy in particular were going to be supporting from the sidelines!

For her part, Fluttershy buzzed a bit nervously at the idea of being the centre of attention like that, but as the mobile slowed down she thought about it a bit more. Buzzing feelings flowed through her, reassuring her, and her thoughts felt like they were wrapped in sweet sticky honey as she slowly came around to the idea.

After all, Momma Spitfire knew best, didn't she?

Spitfire grinned as she helped her cadets down from the mobile, which meant opening the latches on the seats and letting them fall out to land diaper-first on the padded floor or each other. She grinned even more as she watched them toddle around clumsily, still dizzy from all the spinning and bouncing as they made their way outside to the field.

"Cadet Twilight Tinkle, Cadet Bumbleshy, a moment please?" She pulled over a large box, pulling out a pair of yellow and black pom-poms covered in a generous amount of yellow pollen powder, and handing them to Fluttershy. "You two are going to be the cheerleaders for this event. Don't worry about steps or how you're doing, just be as peppy and happy and poofy as you can and you'll do fine."

She pulled out another outfit, this one a large padded plush suit of Celestia wearing a skimpy cheerleader outfit and a massive diaper over its already huge plush rump. "Cadet Tinkle, this is your mascot costume. I expect you to wear it with pride and poof."

Bumbleshy took the pom-poms with a dopey smile, pollen-powder already drifting off them in fine clouds as she bounced up and down a little, and nodded. “Thank you, Momma Spitfire!”

Twilight's reaction took a bit longer, as she stared at the padded-plush costume of Celestia.

The idea of dressing up in the costume was… nice, and tempting, and she nodded. “Y-yes, Momma Spitfire! Um… can you help me get into the costume, please?”

“Of course,” Spitfire agreed. “Now, just hold still, Cadet Tinkle...”

Twilight stilled, and Spitfire unzipped the costume before guiding Twilight's legs into the back. Each of the four legs went into one of the thick-plush legs of the Celestia costume, sliding in snugly over the smooth fabric before reaching the end, and then Spitfire heaved the costume's rump over Twilight's already-large diaper.

The force of the costume pressing in on Twilight's thick diaper made her blush and shift about a bit, wiggling to feel the pressure on her pampers, until Momma Spitfire put a hoof on her side to remind her to stay still.

Twilight's wings went into the plush wing-sleeves of the costume, which tightened just enough at the base that it would be hard to get her wings back out again without plenty of help, and then finally came the head. The head's thick, soft material surrounded Twilight's head and muzzle on all sides, reducing her field of view a little and making her feel light-headed from the extra cushioning around her, but she could still hear just fine – Bumbleshy's faint buzzing coming through loud and clear.

“There we go,” Spitfire said, looking over the costume and pushing into the diaper to test it. “You should be just fine for today's practice game!”

"T-thanks, Momma Spitfire." Twilight blushed a bit under the thick costume, finding it hard to speak clearly through the plush over her own mouth. Walking wasn't much easier, the plush and extra diaper making it impossible to keep her legs together while the thick plush hooves sunk in and crinkled a little with each step, making her waddle and stumble across the floor.

Spitfire chuckled and walked in front of her. "Looks like you're still a little clumsy in that costume. Don't worry, we got the perfect thing to help, some nice cheerful cheerleader marches." She slipped a pair of comically large headphones over the Plushlestia's ears, then another pair onto Fluttershy's antennae. The two mares tensed up for a moment before giggling and relaxing, bouncing on their hooves lightly as they fell into the rhythm of the cheers.

"Wonderbutts the very best,

Poofier than all the rest

Got the thickest padded butts

Bouncing high where others trot~"

They ended in a pose, waving around their pom-poms and their diaper-butts, giggling happily.

“Excellent!” Spitfire said, as Fluttershy sneezed from the cloud of yellow pollen-powder. “It sounds like you're both ready for the game, so let's head down there now.”

She knew that by now Soarin' and the others would have the new recruits ready to form up as a team, so she just indicated the door to go through and stood back to let the two new cheerleaders through.

Fluttershy and Twilight tried to go through the door at the same time, pushing it open easily enough but getting stuck as their padded-up butts wedged side-by-side in the door.

“What have we here?” Spitfire asked, trotting up behind them with a smirk. “A couple of baby cadets who got stuck in the door?”

Twilight mumbled something, and Spitfire nodded. “Well, you're lucky that your ~~Captain~~ Momma knows just how to sort out a problem like this,” she said, and gave both of them a shove on the crinklebutt at once.

Fluttershy and Twilight popped through the door, landing in a heap and getting a dose of Fluttershy's pollen powder all over them, which led in turn to a fit of giggles.

“Better hurry,” Spitfire warned. “You don't want to be late for the game!”

Twilight gasped at the thought of being late, quickly scrambling back to her hooves and waddling ahead down the hall, the pollen in her face making her dizzy and giggly.

She reached the exit soon enough, waddling out onto a large cloud field set up for the hoofball game. The two teams were already hovering in the air, two clusters of massive butts, one blue and yellow and the other black and yellow, both wiggling and swaying in the air.

The Shadowbutts had also brought a dozen cheerleaders for the game, all stacked up in a poof pyramid and yelling some cheers. Upon seeing Twilight and Fluttershy they turned their attention to them, jeering and taunting them instead.

Fluttershy squeaked timidly as she pulled back into herself for a moment, but the taunts were slowly drowned out by the cheerful music and the loud buzzing in her ears. After a few moments she could actually stand up tall again, buzzing up into the air proudly and shaking her padded pollen pooter at the Shadowbutts.Overhead, Rainbow and Frillda pulled together with a few of the others – including the two who she vaguely remembered meeting as dragons? - to form a waddling wedge in mid-air, but no sooner had they done so when the taunts of the Shadowbutt cheerleaders began to distract them and energize their opposition.

“Come on!” Rainbow called, but a moment later she got completely smooshed from two directions at once by a pair of Shadowbutt players' rumps – one coming from above and the other from below. They squished into her for a good second or two before letting her go, and Rainbow tumbled a bit before recovering and bouncing on the pitch to get back into the air.

Overhead she could see Lightning headed for the ball, until there was a foomp! from down below and a crinkly white cannonball shot into the air. It unfurled as it rose, forming a giant diaper which wrapped around Lightning and stopped her from continuing to play.

“Hey!” Splash shouted, pointing at the cannon that had fired and then at the Shadowbutts using Lightning as a replacement ball. “That's not fair!”

She tried to stamp her hoof, but it wasn't easy to do in mid-air. So she pouted instead, and looked for Mommy so she could complain – though, unfortunately, it looked like Mommy wasn't watching, or if she was it wasn't anywhere where Splash could see her.

She glanced down at the cheerleaders, Bumbleshy and Twilight Tinkle – though Twilight Tinkle was dressed more as Celestinkle at the moment – and smiled at their support, though it was mostly drowned out by the cheering of the more numerous Shadowbutt cheerleaders.

Over the course of the game, it didn't get much better. The two dragons were bumped around and then nefariously fed with cartoonish bombs when they yelped in surprise, causing one of them to cough large clouds of foal powder that made it harder to see for the Wonderbutts and made them dizzy whenever they breathed in to much of it. The other dragon had it even worse, getting a bad case of the hiccups and blowing bigger and bigger bubbles with each hiccup, filling the playing field with the bubbles for the Wonderbutts to trip over, bump into and get lost in the soapy rainbow shimmer they displayed.

The Shadowbutts of course capitalized on this distraction, stuffing a hose down the back of Rainbutt's suit and filling her padding with water until she was too heavy to fly.

Cloud Giggler got a pair of goggles and headphones stuck over her ears and eyes while she was distracted by a bubble and ended up hugging random clouds and giggling, stuffing some of them down her suit clumsily.

Thunderpants was hit by a sneak attack from above, one Shadowbutt flying a large mobile right over him to get him disoriented. He tried to escape at first but ended up flying around in circles, getting tangled up with more and more parts of it.

Wetter and Cloudsquisher were hit by particularly mean and sneaky cheaters, two Shadowbutts handing them big and pretty presents that turned out to contain nefariously fun toys, leaving them distracted for the rest of the game as they shook their rattles at each other, suckled their pacifiers and hugged their Wonderbutt plushies.

Finally Frillda was trapped and tangled up in a massive princess dress with enough frills and bows that she was barely able to fly anymore and Rainbow Splash herself was surrounded by half a dozen Shadowbutts who all squished her between their butts for what had to be minutes, singing taunts and nursery rhymes that all blended together with the crinkling and squishing. Of course an amazing Wonderbutt like Rainbow Splash was only dazed for a short while from it, but after that every time she came close to getting the ball back from them she suddenly got distracted by a more pressing... pressure, soaking her diaper and getting bigger and heavier and squishier the longer it went.

The game went on for another little while – Splash wasn't a hundred and twenty percent sure how long – but it never really turned around, with the Shadowbutts pulling out trick after trick and keeping the Wonderbutts on the back hoof while they racked up a three-digit score.

Finally, the whistle blew, and Splash came down for a landing as the game ended – though it nearly became a splashdown landing, as she forgot to compensate for her big, squishy diaper and came close to bouncing back into the air.

“That wasn't fair!” she complained, looking around. “They cheated!”

“Yeah,” Frillda agreed, trying to untangle herself from the dress she'd been stuck in. “This is kind of cute, but… but that wasn't fair!”

As the loss sunk in, some of the Wonderbutts were taking it badly – Thunderpants sniffling a bit – and Splash groaned.

“Well, I guess we'll have to… hey, where's Twilight gone?”

“What?” Frillda asked, finally getting her head out of the dress. “Isn't she over… huh?”

The Wonderbutt was pointing at an empty touch line.

Both of them looked over to the other touch line, where a giant crinkly flytrap plant was swaying gently back and forth. They could just about see a striped black-and-yellow stinger poking out of it.

“Bumbleshy!” Rainbow Splash called. “Come on, we've gotta get her out!”

She took off, with great difficulty because she still hadn't been changed, and looked around for a moment – no sign of the Shadowbutts.

They'd left really quickly after the game, which was… odd… because normally after a match that was that one-sided the winning team would have been taunting the losing team and calling them little foals for quite a long time.

Rainbow turned that over in her mind as she reached Bumbleshy's flytrap. She was sure there was something important about it, but she couldn't quite work out what.

Yet.

It took a good three minutes and several ponies to finally get Bumbleshy out of the exceptionally sticky flytrap, more than one Wonderbutt almost getting stuck in it alongside her. Splash had to reluctantly admit that the Shadowbutts really had some good gear for being cheating cheaters. Still that didn't answer the question of why they'd disappeared so quickly and what happened to Twilight.

"Bumbleshy, where's Twilight? Have you seen her?"

"Hmm?" Bumbleshy looked up from where she was licking the trap's sticky honey off her suit, blushing a bit as she realized everyone was watching and shuffling back slowly. "I, uh, I'm not sure. They got me early in the game and then everything got sweet and crinkly and spinny and I couldn't see anything... I think I heard them talk about Princess Celestinkle, and how they were going to have the best victory trophy ever."

Splash blinked, tilting her head and frowning in thought. She was pretty sure that Princess Celestinkle hadn't actually been at the game. She knew that for sure because she'd been all confused at first seeing Twilight's costume. Maybe the Shadowbutts got confused as well? Such stupid dumb cheaters, not even able to tell the difference between a princess and... well, another princess, but in a costume.

Rainbow Splash giggled at how dumb those Shadowbolts were and how dumb they would probably feel when they figured it out. She helped Bumbleshy clean up, happy that they got at least one victory about those soggybutts today, until she suddenly froze in realization.

"...ah! They foalnapped Twilight!"

With that realization, Splash went and waddle-flapped over to Mommy Spitfire – now on the field and totting around giving ~~commands~~ useful advice. She stopped for a moment by Cloud Giggler and took the headphones off, patting her on the head, then looked up as Splash flew a little clumsily down to land in front of her.

“Is something wrong, Splash?” she asked.

“Mommy!” Rainbow said. “I'm so glad you're – they took Twilight! We need to go and get her back!”

“Who did?” Spitfire said.

“The Shadowbutts, those cheating… cheats!” Splash replied hotly. “She was there, and now she's not there, and they said they'd taken Princess Celestinkle as a trophy! So they must have foalnapped her!”

She turned around. “Come on, we need to go save her!”

“Hold on, Cadet Rainbow Splash,” Spitfire said. “Who did you hear this from?”

“Bumbleshy,” Rainbow replied promptly. Something about the name made Mommy Spitfire smile a bit, but Rainbow didn't bother thinking about that. “She overheard it after they put her in a big fly-trap!”

“That does sound like a problem,” Spitfire agreed. “But I think you'd better wait a bit first, so we can see if we sort it out first.”

Rainbow's jaw dropped open. “But moomma!”

“The Shadowbutts are always stealing things,” Spitfire explained. “They'll probably get bored of her eventually. If they don't, we can go over and ask later – even if they want to keep her, they probably won't mind handing her back if we trade something in.”

Rainbow sat down on her still-squishy diaper and started to pout, but then Spitfire told her to get ready for a change and she sort of lost her train of thought for a bit.

By the time Frillda joined her, however, Splash was back into her sulk.

“What's up?” Frillda asked.

“Momma says we have to let them keep Twilight for a bit,” Splash explained grumpily. “Don't wanna.”

“What about if we do it anyway?” Frillda suggested. “Sneak out during naptime? Or even right now?”

That made Splash think for a bit.

“Yeah, sounds good!” she decided. “Come on, Bumbleshy!”

“Um, well… if you think zzzo,” Bumbleshy buzzed uncertainly. “D-do either of you know where to go?”

Splash paused for a moment, glancing at Frillda – who shook her head – then shrugged.

“Can't be too hard!” she decided. “The Shadowbutts can find it, and they're not nearly as smart as Wonderbutts!”

Rescue Mission required...

Twilight woke up slowly, feeling all muzzy.

She wasn't quite a hundred percent sure on what had happened… she could remember that she was being a crinkly Celestinkle cheerleader for the Wonderbutts, and then the Shadowbutts started doing things she was pretty sure were cheating!

That annoyed her a lot, but then some Shadowbutt cheerleaders had done something over on the other side of the field to Bumbleshy, then done a cheer for Twilight which had made her all dizzy, and picked her up to take her away while talking about a victory trophy…

Trying to look around to see where she was, Twilight felt a plush hug around her all at once with even the slightest movement – which reminded her that she was still wearing her cute Celly cheerleader outfit. It did let her know that she was sitting down, though, but she didn't know more than that.

“So, we got you at last, Celestinkle!”

The voice made her look around, until a light turned on – revealing she was sitting down in a cutesy pastel-painted throne, piled high with cushions. There was a bar across to stop her getting out, with a tray on top of it which could have been either a desk or a high chair food tray.

The speaker was revealed, as well – a smirking stallion in a Shadowbutts outfit, with a similarly dressed mare by the nearby light switch.

Twilight shook her head a bit, trying to blink the surprisingly persistent spots out of her eyes that had come when the lights were turned on. "What...? I'm not Celestinkle! What do you want from me?"

The stallion and mare both giggled, slowly trotting over to her, hooves barely making a sound in the soft booties that were part of their suits. "You can't fool us, Celestinkle. You're big and white and puffy and crinkly and you look just like the pictures. Who else would you be, some no-name Wonderbutt in a costume?"

Twilight blinked before nodding quickly. "I, uh... yes! That's exactly what I am! I mean, I wouldn't call myself no-name, but-"

"Do you think we're stupid? We're way smarter than those dumb soggy Wonderbutts. You can't fool us that easily. And now you're going to stay here while we taunt your team with our new trophy. And maybe if you're a good fluffstage and they pay well we'll let you go again." He drooled a little, shaking his rump. "We're going to get sooooo many diapers for you."

Twilight gasped in shock. Not only did they think she was Celestinkle, they were going to ransom her off for diapers. If they succeeded, they would win every cloudball game by default for months, winning practically by default with their massive poofbutts while the Wonderbutts would be dangerously low on diapers. She whimpered quietly. If they paid too much and didn't have enough left, some of the low-ranked foals like her might even end up having to... use the potty. Just the thought made her want to wet herself, both from fear and to assure herself that so far she was still nice and safe in a big, soft, absorbent padding.

“Nothing to say about that?” the stallion asked. “Well, that's fine, you don't really need to say anything for this bit – you just need to remember that the Shadowbutts have got you, and you're our trophy. Think you can remember that?”

“I'm not stupid,” Twilight protested, stung by the insult to her memory. She could remember everything Momma had said, after all!

“You're not?” the mare said, chuckling. “Well, you won't mind proving it, then, will you, Celestinkle?”

Twilight thought that over for a moment, then shook her head.

“Oh?” the mare asked, leaning closer. “You mean you do mind proving it? Because if you didn't want to prove it, well, we might think you were just scared!”

“I'm not scared, I mean, not of that!” Twilight protested. “I just-”

“Then you won't mind if we give you a quick test,” the Shadowbutt stallion said, picking up the thread of the conversation smoothly enough to leave Twilight confused – her attention bouncing back and forth between the two Shadowbutts, and trying not to make any mistakes in the conversation at the same time. “Just so we see if you're really able to remember you're our trophy or not?”

“I, um,” Twilight said, trailing off.

How had she ended up talked around in circles like that?

“I… guess that's okay?” she said, not wanting to be taunted again.

“Good!” the Shadowbutt mare smiled. “Now, pay attention!”

She turned on a projector, and the wall flashed several times before the image steadied down to a blank background.

“You're going to need to show you remember all the phrases after they come up on the projector,” the mare told her. “Ready?”

"I'm ready!" Twilight blinked, still confused. "I, uh, wait. Ready for what?"

"For your test of course. You mean you're not ready for your test?" The stallion leaned in, taunting.

"Oh dear, that won't reflect well on your grades at all~" The mare added. "If you don't show more effort you're going to fail. You might even have to be sent to... magic kindergarten."

Twilight's eyes shrunk to pinpricks at the thought, tunnel vision setting in as she thought about having to go to magic kindergarten. She'd heard foals there were expected to use the potty all the time, got only one short nap per day, got only one cookie with lunch and even that only if they ate all their alfalfa. Not even any warm bottles if you wanted a lighter meal.

Her eyes focused on the screen in desperation, taking in the first phrase, "Celestinkle is a little soggybutt." Her panicked mind completely ignored any protests that she wasn't Celestinkle or that they were calling her names, instead putting all its attention on memorizing the phrase.

After a few moments the screen went blank again, the mare and stallion moving up to either side of her. "Well? Do you still remember what it said?"

"I don't think she does," the mare smirked. "Look at the dumb soggybutt, she probably doesn't even know how to read."

"I do know how to read!" Twilight yelled back, pouting angrily. "It said Celestinkle is a little soggybutt! There!" She huffed and turned her attention back to the screen immediately, in case they were trying to cheat her out of her good grade by showing the next phrase while she was distracted.

She was going to make them regret calling her a dumb soggybutt. She was a smart soggybutt and she was going to prove it. Just to get a headstart on that, her eyes drooped slightly as she relaxed with a sigh, flooding her diapers and leaning into the seat with a faint squish. She'd show those dumb Shadowbutts.

The screen flickered a little as the next phrase came up, the letters spelling out the phrase that “Celestinkle loves her diapers.”

Twilight memorized that phrase as well, blinking a little from the flickering of the screen, and shifted a bit – making her diapers squish under her.

It was quite easy to remember the phrase, because she loved her diapers!

...but of course she wasn't Celestinkle, right?

“Ready?” the stallion asked. “It's going to go away in a minute, have you had time to read it?”

“Of course I have!” Twilight replied hotly. “I'm not a dumb soggybutt!”

The phrase went away, and Twilight promptly repeated it. “Celestinkle loves her diapers!”

“You do?” the mare said, patting her on the head with a plush-encased hoof. “That's so good to know… but what was the phrase?”

“That was the phrase!” Twilight insisted. “Celestinkle loves her diapers, that's the phrase!”

In her annoyance, she forgot to deny that she was Celestinkle before the next phrase came up – this one stating that “Celestinkle secretly wants to be a Shadowbutt.”

“What?” Twilight gasped. “But – I don't, I mean, she doesn't!”

“Is something wrong?” the mare asked. “Are you having trouble with the big words?”

“N-no,” Twilight answered. “But it's saying-”

“It sounds like you're having trouble with the test,” the stallion interrupted, shaking his head. “That doesn't sound like you're going to get a good grade, if you have trouble with such a simple task.”

“I'm not having trouble with it,” Twilight defended herself, then noticed the words had vanished from the screen.

“You're not?” the stallion asked her. “Then you should have no trouble telling us what it said?”

"Celestinkle secretly wants to be a Shadowbutt!" Twilight blurted out angrily, then blinked and shook her head, trying to shake the thought off. Of course she didn't secretly want to be a Shadowbutt. Even if Shadowbutts were the best. She blinked again, confused where that thought had–

"Well, soggybutt? What did it say?"

"W-what?" Twilight jumped a little, only catching a flash of the last phrase on the screen and fidgeting nervously. "I, uhm, it said... Shadowbutts are the best?" She cringed down a little, waiting for the taunting and laughter.

"Very good." The Shadowbutt mare praised her, surprising her. "Maybe you might actually not completely fail a test." If you can keep this up at least." She stuck out her tongue, turning around and shaking her padded butt at ~~Celestinkle~~ Twilight.

Twilight blushed slightly, trying to read the next phrase on the screen but getting distracted by the bouncing, shaking poof next to it every time she'd managed to read a word. Something about poofy butts, the poofiest diapers...

“Well~?” the stallion asked, and Twilight blinked – realizing the phrase had gone, at least ten seconds ago, and she'd just been staring at the crinklebutt the whole time.

“Um...” she began, frowning, and the stallion chuckled.

“Well, looks like you just got lucky last time-”

“No, I didn't!” Twilight insisted, trying to avoid focusing on the bouncing poof as it tugged at her attention.

“Well, then, what did it say?” the mare asked, without letting up on distracting Twilight. “Or are we going to have to mark it down as another fail, Celestinkle?”

“I-” Twilight began, flushing, then suddenly the phrase was there on the tip of her tongue. “Celestinkle loves the poofiest diaper butts she can find!”

“That's very close,” the mare told her, cooing. “I'm afraid it was that Celestinkle loves the poofiest diapers and butts she can find. But you nearly got it!”

The sudden switches from taunting to praise to taunting to condescension made Twilight blush all the harder, and before she could work out how to react the screen flickered again as another phrase came up.

This one was much easier to read, but Twilight still looked at it in confusion – the same phrase was on the screen three times in a row. She blinked, then looked aside at the Shadowbutt stallion to see if there was any hint there, and by the time she looked back to the screen it had gone blank.

“Um… my name is Celestinkle?” she said, a little dubiously.

“I think you missed something...” the stallion said. “Didn't you?”

Twilight blushed again, trying to figure out what she'd missed. Maybe she had to repeat it as often as the screen did?

"M-my name is Celestinkle... My name is Celestinkle?"

The stallion shook his head. "You're stuttering, dear, that's not something a good student does. If you got an answer not right, don't try to fumble your way through the rest of it. Good students start from the beginning."

Celes– Twilight puffed out her cheeks angrily, pouting at being chided over a technicality. "My name is Celestinkle. My name is Celestinkle. My name is Celestinkle!"

Celestinkle puffed her chest up proudly, almost sticking her tongue out at them.

The stallion just chuckled and stepped aside again, giving her free view of the screen and the new phrase on it: "Celestinkle secretly works for the Shadowbutts."

Celestinkle blinked and scrunched a bit. On one hoof she was pretty sure that she didn't work for those dumb Shadowbutts, on the other hoof the screen hadn't been wrong so far, so...

"It's so secret that not even Celestinkle herself knows about it."

She blinked again, giggling for a moment. That made sense, of course she wouldn't know about it if it was that secret.

After looking at the screen for a few seconds, Celestinkle remembered that she was supposed to be saying what was on it.

“Celestinkle secretly works for the Shadowbutts,” she read off. “It's so secret that not even Celestinkle knows about it!”

The message was replaced by another one straight away, and Celestinkle sort of lost track of how this had originally been presented as a test of her ability to remember things.

The shift to a test of whether she could read just seemed to make sense, and she wiggled about a little – feeling her diaper squish a bit and crinkle a lot – as she read off the next phrase. “Celestinkle knows just what to do when Wonderbutts are around!”

And she felt like she did. She couldn't name what it was that she'd know what to do, but she knew deep-down that she'd know when the time came.

It was an odd feeling, which got stronger as the screen flickered a few times, and Celestinkle thought about trying to trace where the feeling came from – before the Shadowbutt mare spoke up again.

“You're doing much better now,” she said, giving Celestinkle a pat on the head, as the Shadowbutt stallion trotted around to start waving his own padded butt back and forth – fragmenting Celestinkle's attention a bit more, making it harder for her to actually critically think about anything instead of just reacting as she'd been told to do.

Doing that also made it easier to accept simultaneously knowing that she was working for the Shadowbutts and knowing that that was something she didn't know.

The phrase on the screen changed again, and Celestinkle took it in before repeating it – barely even paying conscious attention, wanting to prove she could learn her lessons just right.

Flicker, change, read. Flicker, change, read. Over and over, phrase after phrase…

"Don't let your guard down, everyfoal." Rainbow Splash mumbled around the pacifier in her mouth, wiggling her way forward. Just like she'd thought, they had found the Shadowbutts' base easily because they were Wonderbutts and way smarter than any of them (and not because the other base was almost right next to the Wonderbutt Academy). They had even managed to sneak up to the building and find a vent ~~barely~~ wide enough to squeeze their crinklebutts through and were now totally successfully infiltrating the base.

They had come as prepared as possible, with ~~pretty~~ stealthy booties on their hooves and pacifiers in their mouths to muffle any sounds that might have given them away.

"I think we're almost there." She rounded another corner in the vent system and squeaked as her front hooves slid out from under her, the vent suddenly sloping downwards without warning or any hoofhold to speak of, her booties gaining no traction. She felt someone grab her hindlegs, slowing her down for a moment before they started to slip as well, until their whole group was slipping down the unexpected slide.

“W-whoah, hold on!” Splash yelped. “Not like that – yaah!”

She tried to twist sideways to wedge herself into the pipe, but her Wonderbutts uniform was so soft and smooth that it didn't help in the slightest. Then she went head-first into something odd, which seemed to be like one of those paper drums a pony might burst through in the circus. Except that it was fabric, not paper, and some of it continued to cling tightly to her all over even after she went through.

“Hey!” Frillda yelped, behind her, and then Bumbleshy squeaked in surprise, and Rainbow frowned momentarily – wondering how they could all have been caught by the same trap if Rainbow had gone through it first.

Then they all slid out onto a big pile of pillows in a dimly lit hallway, ending up in a heap with Splash's head resting on Bumbleshy's stinger and Frillda on top of both of them.

The griffin Wonderbutt wiggled off at Splash's urging, though not without considerable difficulty, and as she did so Splash finally got a look at what had happened to them.

Something about the slide they'd been in had got them stuck in poofy dresses, and by how hard Frillda was finding it to get around it was pretty clear the other two had dresses just as tight and restrictive as Splash was wearing. The light of the corridor – sort of like moonlight, which made sense she guessed – was just about bright enough to see most of the details of the dresses, and Frillda's one was made up almost entirely of clouds and clouds of frills while Bumbleshy's one was all striped in yellow and black.

Rainbow Splash was pretty sure her own dress was just as frou-frou as the others, and rainbow to boot, along with having big pillowy pantaloons over her diaper just like theirs did to make the poof even more obvious.

“W-what do we do now?” Bumbleshy asked. “Can we really sneak around like this?”

“We'll have to,” Rainbow Splash replied. “We've got to rescue Twilight, and these are kind of annoying but we can still do it!”

Frillda absentmindedly pawed at her dress, noticing that her cutie mark of a big frilly diaper had been printed onto her pantaloons just like a wet diaper over a splash of rainbow and a diapered bumblebee in a puff of foal powder had been printed onto the ones of her teammates. It implied that the Shadowbolts had been expecting them specifically to come to the rescue and prepared these traps and frilly outfits accordingly, which was kind of ~~concerning~~ nice of them. She grinned a little, getting lost in staring at her cutie mark for a moment before she snapped out of it again and moved ahead with newfound determination and wide, waddling steps.

"It's not like we have any choice. Besides, soft things make things quieter, so we should be even better at sneaking with these, right?" She turned around to them, obliviously waggling her poofy padded butt right at a strategically placed camera.

"That's right." Rainbow Splash straightened up a bit, stepping up to her friend and grinning. "Just wait, we'll have Princess Celestinkle out of this place faster than you can say 'diaper change'."

"Uhm..." Fluttershy waddled behind them, her own yellow and black dress throwing off a small cloud of foal powder pollen and her plushy booties leaving soft yellow hoofprints with every step. "Don't you mean we'll have Twilight out of this place?"

"That's what I said." Rainbow nodded, ear flicking as she hummed along with the quiet spy theme playing from hidden speakers along the hallway. "We'll have Princess Twilightinkle out in no time."

“O-okay, I was just wondering...” Fluttershy mumbled. “Are you sure it's this way?”

Her antenna bounced as she walked, the hum making her slowly relax as it harmonized with the spy music going on as well.

“Of course it's this way!” Splash replied. “What other way would it be?”

“Well, um...” Frillda frowned. “Don't corridors have two ways at least?”

Splash thought about that, then shrugged it off. “Eh, this way's got to be the right one.”

She turned a corner, and they kept waddling along.

Ready for the debut!

Suddenly Frillda stuck out a mittened foreleg. “Wait, look!”

She pointed at where there was a faint red glitter in the air.

“A laser hallway?” Splash asked. “Those are kind of cool! Hey, Bumbleshy, quick, we need some more powder!”

“Um… okay?” Bumbleshy replied. “But… how do I do that?”

“Just sit down,” Splash told her. “I've seen this loads of times before!”

Bumbleshy sat down with a fwoomph, sending a big cloud of sweet-smelling foal-powder pollen billowing out in all directions, and the scent made Splash and Frillda feel a little light headed.

As it spread, though, filling the corridor, it showed up the laser beam Frillda had spotted – along with dozens more, not just red but in all kinds of colours. The beams weren't static, either, with some of them flickering and others moving back and forth as they traced out a route.

Worryingly, it looked like they were actually trapped in the middle of the cage of laser light, rather than at one end. But it was hard to try and work out how they'd got here, and harder to find a way out… the light show was very appealing, easier to just focus on for how nice it looked...

"I wonder if there's any reason for all of these being different colors... What if they call all kinds of scary guards?" Bumbleshy backed away from one laser nervously, watching it trace a slow line through the air.

"Don't worry, if they do call guards me and Frillda are going to pad them up." Rainbow grinned and confidently bounced her crinklebutt against the floor a few times. "I don't think the colors have any meaning aside from looking pretty, though. I mean, what would the different colors even... stand... for..." She trailed off as one red laser changed direction and hit her right in the face, focusing on her forehead for several seconds before moving on.

"Uh-oh..." Frillda took a step back, looking around. "I don't hear any shouts or alarms, maybe that one misfired. Splash, are you alright? Splash?"

Rainbow blinked a few times, pupils shimmering red as she turned her head towards Frillda, right in time to see her back turned to her, leaving Dash to watch the most soft, poofy and beautiful crinklebutt she'd ever seen. Her eyes drooped and she giggled, bouncing over and landing with her forelegs wrapped around Frillda's butt, hugging the soft plush pantaloons and nuzzling into them.

Frillda squawked, stumbling forward a little. "What the-? Splash, what do you think you're doing?! This really isn't the time for... time..." She turned her head to snap at her teammate, just in time to catch a yellow laser right in the face.

The laser focused on her forehead and Frillda's pupils shrunk to pinpricks, taking a yellow sheen around them. Her eyes drooped a little and she relaxed, slumping and grinning as she started to flood her diapers with a happy sigh. "Time for... soaking my pamps…"

Splash squished Frillda's much soggier diapers a few times, then blinked and shook her head. “Uh… h-huh, I felt kinda funny there for a moment...”

Bumbleshy's wings fluttered in anxiety, producing a buzzing sound. “I… really think this is a bad idea, um…”

Her voice trailed off as she noticed a pretty deep-blue laser which had pointed at her while she wasn't looking, and her eyes unfocused as she stared into the blue light.

It felt… really good. The blue light flooded through her, making her feel soft and relaxed and wiping away her concerns. The anxiety she'd had since entering the Shadowbutt base seemed to dissolve away…

...then it was gone, and Bumbleshy sighed – annoyed at the loss of the calming influence of the light.

Frillda squawked as she noticed that her diaper was much wetter than it had been a moment ago, but Bumbleshy was too busy looking for another one of those deep blue lights.

Part of her was also paying attention to what would be a good way out, but right now the blue light seemed important.

“Hey, 'shy, did that light do something to me?” Rainbow asked. “I feel kinda odd.”

“I… um, I don't think they're too bad,” Bumbleshy answered, spotting another blue light. It was a much paler blue, almost baby-blue compared to the deep blue she'd used before, but that was close enough, right?

She made to step into it, hesitated as she wondered if that was a good idea, and considered the pretty lights for a moment longer.

Before she could make a fully informed decision, the beam of light changed direction towards her, maybe sensing her intentions. Bumbleshy didn't move away, still too calm to feel anything else but curious excitement towards it, hoping for another wave of relaxation like the last one had brought her.

Her eyes immediately fixated on the light as it stopped right on her forehead, staying there a little longer than before. She did feel relaxed again, though in another way than before, feeling faintly dizzy and lightheaded this time. She thought she could see words or hear thoughts within the light, but that seemed just silly. Still, it definitely left her swaying in place and looking slightly dazed even after the light was gone, a baby blue shimmer around her pupils that were still faintly tinted deep blue from before.

Rainbow gave her a concerned look, stepping up to her. "Hey 'Shy, are you alright? That thing hit you right in the face there."

Bumbleshy blinked a few times, the voice of her friend snapping her out of the residues of her short trance. She turned around to face Rainbow, giving her a reassuring smile and a nod. "Ababagah. Abah gah buh."

Rainbow stared at her for a long moment, one ear flicking and a light blush on her face. "...what?"

"Gababuh?" Bumbleshy tilted her head slightly, giving her a mildly confused look. "Bugagamahhh."

Frillda let out a strangled squawk and a snicker, biting her talon for a moment before she fell over with a loud squish and even louder laughter. "Oh my storm, she sounds like a little foal! That's hilarious!"

Bumbleshy blinked, then huffed and pouted, fluffing herself up indignantly as the blue slowly started to fade. "Gababuh! Nawt a foal!"

Rainbow blinked as well, then puffed her cheeks up and swallowed, still unable to keep down a quiet snicker. "S-sorry, 'Shy, but you really do sound like one right now."

“Humph!” Bumbleshy mumbled, blushing about it profusely.

Maybe having something to put in her mouth would be nice right about now…

As she thought about that, Rainbow sniggered a bit more, then sat down with a crinkle. “Okay, so, uh… it does kinda look like each of those lights does a different thing. And there's so many lasers we can't get to the end without running into a few… so I guess maybe we need to work out what does what?”

“So long as someone else does the next one!” Frillda insisted. “That one I had was really embarrassing!”

“They're all kind of embarrassing...” Splash muttered. “And I wasn't keeping track of which colour did what… but we all got one.”

“Great,” Frillda said. “So what do we…”

Splash looked around as Frillda's voice trailed off, and spotted that she was looking into another yellow one. The yellow light tugged at Splash's vision as well, and she felt herself relax and wet her diapers just a bit before managing to look away.

Frillda had no such luck, soaking her diaper for a second time just after the first, and the pantaloons she was wearing puffed up a little more as she did.

“Da yellow 'wun makes you go peepee,” Bumbleshy said, trying to shake off the effect of her dose of the light blue light.

“Yeah, I got that,” Splash agreed. “And… I think the one I saw was red?”

She shot a sideways glance at the wall, and one of the lasers flicked across to beam straight into her face as she did.

It seemed to fill her with energy, making her want to move… whispering that she couldn't sit still, couldn't stand still, needed to move… and suggesting just how she could do that.

Rainbow Splash didn't need telling twice, and she started jumping up and down – then, when that didn't seem to take enough energy, bouncing up and down using her diaper as a spring!

There was an occasional squish, but she didn't care much about that…

Fluttershy squeaked and took a few steps back from Rainbow, not noticing a bright green laser coming up from behind her until she stepped right into it, pupils contracting and soaking up the color. The laser barely stayed a second, leaving Fluttershy blinking away the spots in her vision and confused as to what this one might have done... right up until she looked at Rainbow Splash again and a bright, warm feeling bubbled up in her chest without warning. She bit her lip, snickering and staring at the silly bouncing pony for a moment until she couldn't hold it back anymore, collapsing on the spot and rolling onto her back, kicking her little bumblebee legs in the air as she giggled helplessly at how silly her friend was looking.

Frillda snorted and blushed a little, looking away. "Well... alright then. Brown makes you... what, bounce around or something? And apparently green makes you mad." She caught a glare from the still bouncing Splash and rolled her eyes. "Alright, alright, green makes you giggle. Like mad." She scoffed and turned around, looking at the colorful lights and trying to ignore how dizzy they made her at least long enough to pick out one they hadn't tried yet. "I guess that means it's my turn now. I really don't want to do this..."

She braced herself, then stepped right into a bright white beam, hoping that the lack of color meant it would be something boring and safe.

Immediately the light filled her vision and made her dizzy, swaying a bit in place before landing on her butt, feeling like she was surrounded by soft cotton white clouds from all sides, a feeling like soft clouds and warm milk all around her that she wanted to keep more than anything else. She wanted to soak it up and carry it around, looking around at all the clouds and trying to grab them to keep hold of them.

Gilda blinked her eyes, sluggishly coming back to awareness and looking down at the rather big plush baby bottle she had gotten from... somewhere, and was holding in her claws, nipple stuck in her beak as she suckled and gulped down something that tasted like warm milk but felt more like dense clouds. Looking down a bit further she noticed her belly already considerably bigger and squishier than before, filled up with enough of the clouds to make her think that they had to be compressed to fit into the bottle.

She reluctantly pulled the bottle away from her beak with a pop, struggling to get to her talons and blushing as she felt her belly squish against the floor with the first step, rubbing it with one talon and not noticing her other talon bringing the bottle back up to her beak to absentmindedly suckle on it again.

By the time Frillda was back on her mittened feet, Bumbleshy had stopped her giggling and Rainbow Splash had finally stopped bouncing – though she was still blushing about doing what in hindsight had seemed so silly.

“Ergh...” Splash mumbled. “That was kind of… well, it was fun, but really… yeah, and Bumbleshy laughing didn't help!”

“S-sorry,” Bumbleshy said, ducking her head for a moment and making her antennae bounce a bit. “It was just so easy to, to… to giggle, like Pinkie does… and it was just too nice to stop!”

“Yeah, that's about how I felt about the bouncing,” Splash agreed, trying to glance around without letting any of the flashy laser lights catch her eye. The foal powder Bumbleshy had already put into the air had certainly helped with seeing them, and her gigglefit had put enough extra in the air that it was relatively easy to tell what colour was where.

She spotted Frillda, and snorted. “Heh, I guess you're thirsty, Frillda?”

“Mmf – mf!” Frillda blushed, realizing she was suckling on the bottle again. “I… there was this white one, and...”

She looked down, very embarrassed.

Bumbleshy giggled again, then blinked. “S-sorry, that just seemed...”

A little green ring flickered in her eyes for a moment. “Hehe...”

“Right, so, uh… I think we can get to the end without hitting too many more beams,” Splash said. “Whose turn is it to hit a new one?”

“Can't be mine,” Frillda said quickly. “I just did one.”

Splash sighed, and stepped ahead into an oddly smoky grey light, wincing pre-emptively.

~~Good Wonderbutts obey Shadowbutts.~~

After a long moment, she relaxed a bit.

“This one seems okay!” she reported, looking more fully into it. “Uh… I'm not doing anything embarrassing, am I?”

~~Shadowbutts are better than Wonderbutts. Wonderbutts can't ignore Shadowbutts.~~

“Mff – I mean, uh, not that I can see,” Frillda said, then discarded her bottle and rolled it away across the floor to remove the temptation. She stepped forwards into it as well, and Bumbleshy joined the other two a few seconds later.

~~Good Wonderbutts are easily tranced. Good Wonderbutts can't help submitting to Shadowbutts. Good Wonderbutts only resist because they think it's fun. Good Wonderbutts have to give in eventually.~~

“It… seems fine,” Bumbleshy agreed. “So… we can get closer to the end this way...”

Rainbow nodded, taking point. "Yeah, that seems about right. The sooner we get through this hallway, the sooner we can be good Wonderbutts and ~~obey all the Shadowbutts here~~ free Twilightinkle."

She slowed down, groaning as another stretch of lasers barred their way. "Still more colors? Oh come on!"

Bumbleshy blushed and moved past her. "I, uhm... I'll shake some more pollen powder at them. Besides, I think it's my turn anyway." She turned around and wiggled her butt, shaking a nice big cloud of yellow foal powder at the lasers, then turned around to see if it would be enough... just in time to get hit by a deep purple laser.

The laser stopped fixed right on her forehead, staying there as Fluttershy's eyes opened fully and a soft, blank smile grew on her face. How silly she was, running around everywhere and trying to free princesses. Plushies didn't walk and do things, they just waited for hugs, said silly phrases and were as soft and snuggly as they could be. And bumblebee plushies could be very soft indeed.

"Shy? Are you alright? What did it do?" Rainbow Splash hesitantly stepped forwards as the beam moved along but Bumbleshy didn't seem to move, simply plopping down onto her rump and sitting there. She moved around her until she could see the blank, doll-like smile on her friend's face and tilted her head, more curious than nervous after all the other experiences with the lights.

"Shy? Hey 'Shy!" Rainbow waved a hoof in front of Bumbleshy's face, then, getting no reaction from her, poked her in the chest.

The Bumblebutt Plushie immediately perked up, sitting up a bit straighter as she opened her mouth in reflex for a cheerful "Hug me! <3"

Rainbow jerked back in surprise, taking in how her friend's face immediately settled back into that blank smile. She tilted her head, then chuckled a bit and moved in to pull her into a hug, squeezing her slightly and making the 'plushie' perk up again.

"Bumblebutt is your best friend~"

“Wow, what one was that?” Frillda asked, sniggering. “I kinda want to see what happens if you do it, Splash.”

“S-shush,” Splash protested, blushing, and gave Bumbleshy another half-involuntary squeeze.

“Shadowbutts are the best!” the Bumblebutt plushie said brightly, and Rainbow gave ~~it~~ her a concerned look.

“Wait, what?”

“Yeah, I heard that too,” Frillda agreed. “You okay, 'shy?”

The Bumblebutt plush blinked slowly, then more rapidly. The deep purple light in her eyes began to die away, and then Bumbleshy shook her head a few times to try and clear it.

“You all right?” Splash repeated, then noticed she was still hugging and let go. “'Shy?”

Bumbleshy shook herself again, then nodded. “Y-yeah… I think I'm okay...”

“You were acting kind of like a plush!” Frillda volunteered. “And you said this really bizarre thing at one point, you said something about how Shadowbutts are the best...”

“I was?” Bumbleshy blushed. “That… w-well, maybe we shouldn't think they're awful? We still need to save Twilightinkle ~~from being a Wonderbutt~~, but...”

“Yeah, but they're still Shadowbutts,” Splash said, sticking her tongue out.

As she did, she was hit by a beam of yellowish-white light, almost creamy in colour, and yelped in surprise – leading to the other two glancing around in reflex and being caught as well.

With a clatter, a pair of pacifiers – one Wonderbutt and one larger Shadowbutt – landed on the floor, though none of the infiltrating Wonderbutts could see where they'd come from.

Three pairs of glassy, cream eyes blinked and locked onto the pacifiers, no questions of where they had come from crossing their minds at the singular want for the soft rubber. Frillda and Splash were the first to pounce, obviously snatching up a pacifier each and sitting back to pop them into their mouths and beak with a content sigh. Bumbleshy meanwhile took a step forward but cringed back at the determined pounces from her teammates, instead moving a hoof up to suck on that instead, ears perking up as she tasted the sweet pollen and faint traces of honey coating the big plushy mittens.

Rainbow and Frillda simply stayed like that for a moment, suckling away happily on their pacifiers that were glowing and faintly playing the Wonderbutts and Shadowbutts theme respectively before their eyes drifted toward each other. They tensed as they noticed each other's pacis, ears twitching in time with the melodies of their pacifiers as they got up and fluffed themselves up, circling each other.

Frillda flapped her wings and shook her padded butt aggressively to intimidate the lame scaredy cat Wonderbutt, while Rainbow Splash suckled on her red and blue paci and rustled her dress menacingly, not about to be outdone by that cheating no-good Shadowbutt.

They pounced at the same time, suckling and rolling and poofing across the floor for a good minute before the pacifiers ran out of power and they slowed down, Rainbow with her head stuck between the surprisingly soft floor and Frillda's loudly squishing diaper, with her own hindlegs wrapped around Frillda's neck to pull her face into Splash's own padding.

They stayed like that a bit before they blushed and quickly moved off of each other, suckling their pacis even faster in embarrassment as they tried to piece together what just happened.

"S-sorry, you just really looked like one of those Shadowbutts there."

"Yeah, and you looked like a lame-o Wonderbutt. I-I mean, uhm... you know."

Mutually agreeing not to talk about it, Splash and Frillda glanced around at the light filtering though the clouds of powder still hanging in the air. The paths of lasers in various different colours cut through the powder, yellow and red and green and blue, and a deep blue one flicked over them both for a moment – making both Splash and Frillda noticeably calm down, relaxing a bit after their earlier altercation.

It looked like there was a clear path for the next little bit, so they both waddled forwards. Then Splash came back and got Bumbleshy to come along, and all three waddled forwards.

“Oh!” Bumbleshy said suddenly, pointing. “Look, supplies...”

“Supplies?” Frillda repeated, looking through into a brightly lit room off to one side of the corridor. “Hah! I didn't know Shadowbutts wore this kind of stuff! It's all frou-frou and pink!”

“You mean frilly?” Splash asked slyly.

Frillda barely avoided squawking in indignation. “W-well, um… that's different!”

“I… I think this is supplies for Shadowbutts to use on other ponies...” Bumbleshy suggested.

“Different how?” Splash asked at about the same time.

“It's complicated!” Frillda claimed. “I don't expect you to understand!”

A beam of pink light flickered across her eyes, then a moment later moved across to Splash. It flicked back and forth between the pony and the griffin, successive waves of hypnotic energy pulsing into them both and instilling strong, insistent ideas.

Ideas about pink, about frills… ideas about the Wonderbutt uniform that didn't appear in any of the manuals, at least not the manuals they'd had a chance to see...

Bumbleshy glanced between her two teammates as they suddenly stopped, squeaking in worry as she noticed the pink beam of light coming from above the door and moving between the two. "Oh no! U-uhm... Frillda? Splash? Are you two..."

She trailed off as another beam of light hit her out of nowhere, this one somehow almost black with only rare flashes of yellow.

Meanwhile, the pink light finally turned off again, making Frillda and Splash blink away the ~~pretty~~ pink spots in their eyes. Frillda shook her head and ~~giggled~~ grunted, looking around. "Uh... what were we talking about?"

Splash made to answer, but gasped instead as she noticed what was in front of them. "Ohmygosh, Frillda, look! We found the jackpot!" She wiggled her rump and waddle-galloped into the room, looking around at everything and picking up various frilly fabrics to give them a closer look. "This has gotta be the best room in their whole base!"

"Eeeee~" Frillda squealed and pounced forward into a pile of dresses, popping back out on the other side holding several of them. "How am I going to pick any one of these? I want to try all of them on!"

"I found accessories!" Splash was bouncing on her butt in front of a slightly higher shelf, grabbing something with each bounce, trying on a sparkly pink tiara, a cute big frilly bib, a large pacifier with a big pink heart-shaped stopper, cute booties and more.

Bumbleshy blinked and slowly shook her head, feeling a bit dizzy and confused about what she was doing before she noticed the commotion in the room ahead. Sneaking up to the door she gasped, then snickered, watching the pony and griffon make foals of themselves. Dressing up frilly and silly like that, those two were just begging for somepony to bully them and play pranks and make fun of the big foalish prissy-butts they were.

Frillda was too busy trying to choose between different dress options at first, looking first to one and then another and then another, sure she was going to try them on but not sure which one to try on first, to notice how Bumbleshy was acting.

She wiggled her butt idly back and forth as she thought, then decided to try on one with orange and pink colours and big frilly feather-patterns on the ruffled layers of the dress – wiggling about as she squeezed it on, having a lot of trouble getting it over her big padded rump but driven on by the desire to find out just how she would look in it.

Would it go well with her colouring? She really hoped so!

There didn't seem to be a mirror, though, and once the dress was on the best she could do was twist around to see herself from a different angle – blushing lightly as she saw the way her butt made the dress flare, and how her tail held up the frills.

Maybe she could ask Splash?

She looked over at the pegasus, who was positively festooned in accessories. “Hey, Splash?”

“Mmhmm?” Splash asked, her pacifier wobbling a bit as she sucked on it. The glitter made it sparkle a bit, and Frillda blinked a few times before remembering what she was going to say.

“So, like… how does this look on me?” Frillda asked, posing.

“I think it looks just right,” Bumbleshy said, waddling over.

Frillda giggled, paused for a moment as she wondered where that giggle had come bubbling up from, then that confusion was driven away entirely as Bumbleshy waddled all the way up to get into her personal space.

“It makes you look like a silly little chick who can't even fly properly, that is!” Bumbleshy added. “But I don't think it's got the finishing touch… you need an even bigger diaper, or anypony who sees you might think you're a Wonderbutt or something!”

"W-what?" Frillda squawked in indignation. "Hey, I am a Wonderbutt! I'm, like, one of the best Wonderbutts! Not just some bumble-butt mascot like you!"

Bumbleshy smirked. "Oh really? Because you look like a prissy little chick trying to dress up like the big kids." She leaned in and looked Frillda right in the eyes, her own swirling dark and flashing yellow occasionally.

Frillda let out another squawk on reflex, suddenly not feeling quite as confident anymore. She waddled backwards to put some distance between them again, taking more steps back as Bumbleshy advanced until her hind-paws stumbled over something thick and soft.

Bumbleshy let out a small cry of victory, diving forward to pull up the diaper she'd guided Frillda onto. Frillda flailed her arms and flapped her wings but couldn't keep from falling onto her butt when Bumbleshy booped her beak and gave her a light push back, then immediately dove for Frillda's legs with something else soft.

Bumbleshy was all over her like a whirlwind, throwing up pollen as she moved that tickled Frillda's beak up until something was fitted over it. Finally Bumbleshy stepped back and giggled with a smirk, holding up a small hand mirror. "There, see? Now everyone will know what a silly little chick you really are~"

Looking down at herself Frillda could see that her butt and a good part of her lower body was hidden by a second diaper in egg-shell design, looking like she was still wearing half the shell of a giant egg. Not just a normal egg though, this one was orange like the dress it flared out even more than before, with pink glitter writing out "The Prettiest Duckling". She couldn't see how the backside looked but going by Bumbleshy's smug look it probably wasn't any better.

Her legs and paws were covered in long, thick orange plush socks looking like plushy chicken legs and ending in chicken feet with sparkly pink plush claws. Her wings were stuck in thick wide plush wings that made it harder to flap them and impossibly to get any air doing so. Covering part of her pretty dress was a frilly chicken-themed bib. And covering her beak was a bigger chicken plush beak with a large pacifier stuck in the front, the bulb going through into her actual beak.

She blushed in surprise before letting out an angry squawk at Bumbleshy, but the plush beak somehow made it sound more like a "buk-brawk!"

Bumbleshy giggled before turning away from the thoroughly pranked chicken, looking over at Rainbow Splash and her accessories and thinking up ideas to bully the pegasus, too.

Splash had been too busy focused on trying to find more and more shiny things, and had missed almost all of what Bumbleshy was doing. In fact, she didn't even notice Bumbleshy was advancing on her, plushy-stinger wiggling back and forth and bumble-butt swaying, until Bumbleshy poked her thick crinkle-butt to get her attention.

“H-hey!” Splash protested, blushing. “What was that for?”

“Well, you look like a really important pony,” Bumbleshy replied, mostly innocently but with a little smirk on her muzzle. “Aren't you?”

“I guess I do look important, heh,” Splash agreed, looking down at all the shiny things she was wearing – tiara, booties, necklace made of glittery pink hearts, frilly bib, pacifier…

“In fact, you look like a little prissy princess,” Bumbleshy went on. “You know, sort of like a Princess who's all dizzy and easily distracted, only much more easily distracted and much more of a baby. Isn't that right?”

“H-hey!” Splash replied, trying to fluff her wings out in embarrassment. “That's not it at all! These just… look nice, that's all!”

“I bet they look nice,” Bumbleshy said, turning and rummaging through the pile. The stripey stinger on the back of her outfit swung back and forth, and the movement distracted Splash a bit – drawing her eye, keeping her focused on that instead of objecting.

When Splash turned back, she sniggered. “See what I mean? You're so easily distracted...”

She gave Splash's nose a little boop, which made her blush. “And since you're so easily distracted, let's make sure everypony can tell what you really are...”

Splash wanted to object, but Bumbleshy held up a shiny jingly thing made of some bells on a long stick and shook it. Splash just had to focus on it, distracting her, and somehow by the time she wasn't being distracted any more Bumbleshy was halfway through putting a big pink onesie on her.

“H-hey!” Splash protested, trying to squirm out of Bumbleshy's grip, but the thing with the jingly bells got shaken in front of her again and she sort of forgot to.

“Don't you want to be a Princess?” Bumbleshy asked. “I bet you could show me by doing all sorts of big grown-up important Princess stuff that you're not a little prissy princess...”

She was shaking the jingly bell thing, and Splash sort of nodded a bit because it sounded so simple that way...

Bumbleshy kept talking, helping her into the suit. "Grown-up important princesses wear big, wide, beautiful dresses and gowns for one, big enough to hide their diapers for everyone." She jingled the bells a little and closed up the flap of the onesie over Splash's diaper, squeezing it a little as the flap barely stayed closed.

"Big grown-up princesses are regal and elegant and are dressed to make sure everyone sees that. They barely even waddle or stumble and they always keep their composure." She brought the bells a bit closer and plopped something on Splash's head, the jingling getting louder and drowning out whatever she was whispering in Splash's ear.

"Princesses give soft smiles and nods and are always polite and holding back. They don't giggle or snort or laugh and they certainly don't play any silly games." More jingling and more whispering that Splash was too focused to listen to. "They certainly wouldn't do any tricks and definitely not because someone else tells them to."

The bells finally pulled away, but Splash could still hear them jingling. A moment later Bumbleshy turned her towards a mirror and she found out why: She was dressed in a big, tight-yet-plushy pink onesie with rainbow frills. Over the onesie's booties were even thicker booties with little jingly bells around the ankles. Her wings had each feather individually colored each in a different color, making her look like a tropical bird, and then dusted in a generous amount of pink and gold glitter for good measure. Her tail had been squeezed into a big pink balloon which had then been pumped up and twisted and shaped into a big pink balloon tail resembling Pinkie Pie's. Her face was streaked with makeup making it look white with sparkly blue lips and pink-ringed eyes. And on her head was a big jangly-dangly jester's cap in rainbow colors like her mane with a shiny jingle-bell hanging from the tip of each of its arms.

Splash vaguely sort-of wondered for a moment where the mirror had come from, and where the silly duckling-chicken-griffon next to it had come from, but then she shook her head a little and there was a jingly-jingly noise from her hat.

“There, see?” Bumbleshy asked. “You look like a Princess, don't you?”

Splash frowned a bit, shifting her hoof, and there were more distracting jingly sounds from the bells around that hoof's ankle.

“I… guess, yeah,” she said, sort of distracted by the noise.

“That doesn't sound very Princess-y,” Bumbleshy teased. “Maybe you're just a silly prissy foal instead?”

She sat down with a puff of powder, her antennae wiggling. “I bet if you were a Princess you'd be able to do anything.”

“I am!” Splash protested, offended.

Bumbleshy picked some multicoloured balls off the piles of stuff on the ground, and lobbed them to Splash one at a time. Splash caught them, waddling about as she moved to try and catch first one and then the other, and her multicoloured, glittery wings waved about as she used them to help her stay upright.

The bells on her cap and booties jingled, making her feel a little dizzy, and even once she had all the balls she stumbled about a bit before regaining her balance.

“Go on, then,” Bumbleshy said. “Show me you can juggle.”

“But-” Splash protested.

“Or are you chicken?” Bumbleshy added.

The chicken in the corner gave an angry 'Buk-brawk!' and blushed, wiggling about a bit, and Splash shook her head – producing another jingle, which left her feeling light-headed.

“Go on, then...~” Bumbleshy said, and Splash pouted before starting to juggle.

Oddly, it seemed to be really easy. There was a continuous jingly jangly sound from her hat and her booties, and she giggled with delight as the coloured balls went up and down as she juggled them all over the place – bouncing them off her wing and her diaper as she got more and more confident, then even trying to do a hoofstand before wobbling and falling back down on her diaper with a flummph!

Even as she fell down though her hooves moved almost on their own, opening the flap of her onesie and catching the plush balls in it before closing it back up again, snapping the pressure button closed again over her padded butt now including a couple plush balls. She giggled and spread her arms proudly with a loud "Ta-dah~!" before blinking and blushing. "W-wait, what just...?"

Bumbleshy didn't give her any chance to say more, tossing a large inflated beach ball right at her head. "Not bad, but a proper princess needs better balance than that, don't you? I bet you can't balance on this~"

Splash yelped and fell over, glaring with a pout as she got up again and grabbed the ball. "Oh yeah? Well, watch this!" She flapped her wings as she jumped onto the ball and started rolling it around with small, quick steps and a smug smirk. She didn't even flinch when a second ball came flying, simply jumping up and landing on top of that one, now balancing on two large inflated beach balls on top of each other.

She didn't miss a step when the first diaper was tossed her way, either, catching it and the next one and then throwing one up when a third came flying. Before she knew it she was juggling half a dozen diapers while balancing on two balls and a silly grin on her face, completely focused on her juggling.

She didn't even think about it as she snapped the diapers open and tossed them up one by one, watching them flutter open and land on top of each other on the floor. She bounced up and down on her springy ball a few times before jumping high, flipping once and snapping her onesie flap open to have it flapping behind her like a very silly cape as she landed on top of the diapers with a loud floomph and a cloud of foal powder.

By the time the cloud dispersed enough to see through again she'd expertly made all the diapers "disappear", her onesie bulging and straining around her butt with white padding squishing out along the edges of the flap. "Ta-dah!"

“Well, that looks pretty good to me,” Bumbleshy said, and Splash giggled happily. “But… hmm, I think there's one more thing you might need to do to really convince me.”

She leaned closer, and whispered…

Frillda fluffed her wings angrily, waddling clumsily towards Bumbleshy. She tried to complain about how she'd been treated, but the beak-paci turned it into another 'Buk-brawk!' which made her blush at how chicken-y she looked and sounded.

“Let's keep going,” Bumbleshy said abruptly, getting to her hooves and turning. The plushy stinger on the back of her costume bapped Frillda in the face, showering powder in all directions, and Frillda spluttered in protest (making some loud chicken noises and flapping her wings uselessly as a result).

“Keep going?” Splash asked, her own wings opening for a moment as she waddled unsteadily after Bumbleshy. “...oh, right, yeah, we were here to do something! Heh, I completely forgot...”

Frillda tried to mumble something under her breath, and another loud 'Buk-Brawk!' came out of her beak-pacifier. She rubbed the top of her head with a mittened forepaw, then did her best to waddle after the other two.

Out in the corridor, there was the way they'd come – obvious because of all the shiny lasers – and another path, which Bumbleshy turned onto. Her stinger flicked back and forth, and Frillda followed it with her eyes – blinking a few times, waddling at the same back-and-forth pace, and feeling all dizzy and confused as she did.

She couldn't move as fast, and Frillda felt grateful when Splash fell back a bit and started helping her along.

“Better watch out for those traps they have here,” Splash said, giggling. “Don't want to fall into one!”

Frillda nodded agreement, brawking before remembering about the pacifier, and when they turned a corner it was to find Bumbleshy carefully making her way past a pool of water to the side of the hallway.

“This looks like a really obvious trap,” she said, turning once she was past, and Splash started helping Frillda through the same section of hallway. “You'd have to be a silly hatchling to fall in.”

She winked at Splash.

Splash blinked, then grinned and winked back. "That's right. You'd have to be a really clumsy and silly little hatchling for that." She pulled out her jingle-staff, holding it out to jingle it in front of Frillda's face.

"Yeah, bucawk! you'd have to brawk... wait, wha-bawk?" Frillda looked up to stare at the jingling bells, slowing down in her steps a little.

"That's right. A silly little hatchling... or a pretty little duckling. After all waterfowl love to swim. Pretty ducklings and silly chicken hatchlings... which one are you again, Frillda?"

"Which bok... huh?" Frillda frowned and shook her head, eyes immediately locking onto the bells again afterwards. "I... I'm not a buk-brawk duck!"

"Oh, my mistake. So you're a silly little chicken hatchling?" Splash grinned and moved the jingle-bells a little faster.

Frillda's eyes widened slightly and she started to suckle on her paci. "I'm bawk a... I mean I'm not a buckaawk! I'm not braaawk! I... bok bok buk-baaaawk!" She stumbled and swayed slightly.

"You buk-bawk because you're a silly little chicken hatchling~" Splash giggled. "A silly little chicken hatchling who just can't move past even such an easy trap without stumbling right into it~" She gave the griffon-chicken a little push, sending her tripping and tumbling over the edge with a chicken-squawk.

Frillda snapped back to awareness, clucking and bawking frantically and flapping her wings to get back onto dry land. She eagerly grabbed Splash's hoof to pull herself out of the pool, scrambling to pull her soaked, sagging diaper-eggshell out. Finally climbing out and sitting down with a squish, her diaper was now big enough to go up to her chest, leave only her wings and her chicken-feet open so she now looked like she was still three quarters stuck in her egg.

“That's… braawk buckaw-!” Frillda spluttered.

“Aww, looks like you're a duckling after all~” Bumbleshy giggled. “I knew it!”

“It's on your diaper, too,” Splash agreed, jingling her bells and almost falling into the pool of water herself before wobbling away again. “It says right there, you're the prettiest duckling!”

She giggled, and Frillda blushed before trying to shake herself dry. There was far too much water in her diaper to do anything close to that, though, and all she managed was to sway her diapered rump back and forth a bit and discover it was so heavy that moving it like that was likely to make her stumble back and forth.

“How can I – buk buk-braaawk – move properly?” Frillda demanded, stamping down her orange mittens. “This is really braawk heavy now!”

“But ducklings don't need to move fast,” Bumbleshy sniggered.

Frillda was about to try and protest again, but a door not far down the corridor from them creaked open.

Twilight came out, wearing her Celestinkle costume, and gasped when she saw Frillda, Splash and Bumbleshy.

“You found me!” she said, waving her plush wings about a bit. “Now we need to get out of here – follow me!”

“Buk-braawk I was just saying how braawk hard that is!” Frillda protested.

“Twilight, are you okay?” Splash asked, jingling as she shifted from hoof to hoof – unable to stay still.

“Twilight?” Twilight repeated. “No, I'm Princess Celestinkle. Why would the Shadowbutts be keeping someone called Twilight prisoner?”

She patted her plushy rump. “I'm clearly Princess Celestinkle.”

“But-but-buk-buk-braaawk,” Frillda began, then blushed.

“I'm clearly Princess Celestinkle,” the alicorn repeated. “Any foal can see that.”

When she put it like that, it was pretty obvious… especially with her shiny ~~plushy~~ colourful mane, and ~~her Shadowbutts uniform underneath~~ her ~~toy~~ royal regalia.

"R-right..." Bumbleshy nodded nervously, then frowned. "Wait, were we supposed to rescue Princess Celestinkle or Twilight Tinkle? Did I get something mixed up?"

Princess Celestinkle giggled and swished her shiny tail, drawing everyone's attention. "Don't worry about that, just follow me. I know where you can find everything you need to know~"

Frillda nodded along slowly, shuffling her feet to waddle after the alicorn slowly but steadily. Splash passed her with a bump of her rump, giggling and prancing ahead. Bumbleshy passed her too, flicking her plush stinger in Frillda's face with a smirk and making her cluck indignantly.

Princess Celestinkle led them down a corridor, then another one and finally to a slightly ajar door leading to a large Shadowbutt ~~nursery~~ barracks bedroom. The walls were covered in dark blue paint, glow in the dark swirly stars and Shadowbutt motivational posters. Three large cribs were taking up the middle of the room with a life-sized Shadowbutt plush in each one along with some blankets and pillows and a Shadowbutt mobile overhead, all three facing a large screen taking up most of the wall on the other side of the room.

"You can hide in here for a while." Princess Celestinkle smiled, ushering them towards the cribs before they could say anything and picking them up in her magic to lift them in, even the ~~unicorn foal~~ alicorn princess struggling a bit to lift Frillda and her big soggy diaper.

"Hey, wait! We're supposed to get back to the Wonderbutts, aren't we?" Splash squirmed around a bit before squeaking as the Shadowbutt plush grabbed her to hold her still with plush hooves.

"Of course, but right now there's going to be too many Shadowbutts around to get out unseen. Besides, after all this excitement you had I'm sure you must be tired, aren't you~?" Celestinkle cooed.

"I-I'm not... tired at aaaaall..." Bumbleshy yawned and squirmed in her own plushie's grasp, pouting a little.

"Y-yeah, besides, I caaaawk... I can't sleep while I'm braaawk in this soggy bok bok diaper!" Frillda complained, squirming a little but pretty much immobilized by her diaper wedged through the bars of her crib to both sides.

"Oh, don't worry about that. There's some options to help fussy little fillies calm down. Only the best for the Shadowbutts..." Princess Celestinkle giggled and flicked some switches, the light dimming and the mobiles overhead starting to spin slowly before the big screen flickered to life.

Hypnotic, entrancing, tinkling-and-twinkling music floated through the air, and Bumbleshy wiggled a bit – not so much trying to escape the grip of the Shadowbutt 'plushie', but getting a bit more comfortable as the music made her feel more relaxed and more pliant than ever before.

The screen showed a few swirling patterns at first, then resolved into a title card – one that described it as The Shadowbutts Show, With Nightwear And Woon.

A cartoonish locker room appeared, several packs of diapers and changing tables spread over it, and a moment later a pony trotted into view. Unlike the backdrop, she looked real enough, though she was big and plump and plushy and crinkly – ~~Luna in a Nightmare Moon plush suit~~ an alicorn with a starry, plushy blue mane, nearly-jet-black coat, a big purple splodge on her rump with a crescent-moon cutie mark, and a big bulge around her rump.

“Hello there, Shadowbutts!” she said, levitating in a plush that looked a lot like a cartoony Princess Luna wearing a Shadowbutts outfit and a big, multi-layered diaper. “I'm Nightwear, and this is Woon. Say hello, Woon!”

Her magic moved Woon a little, and she said “Hello, Woon!” out of the corner of her mouth.

Bumbleshy giggled at the simple joke.

“It's time to learn what Shadowbutts do to their Wonderbutt teammates,” Nightwear went on. “Obviously they have to sabotage them, but a smart and cunning Shadowbutt always does it so that the Shadowbutt can't be found.”

“Let's watch!” she added, moving Woon around.

The cartoon dissolved into a different scene, a Wonderbutts canteen with half-a-dozen padded-up Wonderbutts drinking milk, and this time there was a big plush Nightwear in the corner. Woon was a proper pony, and waddled into shot with a bright pink bottle before putting it onto the tray of a pony who looked a lot like Soarin'.

Soarin' took a drink from the bottle, then looked at it. “Hey, who put this pink bottle on my tray?”

There was an innocent look from Woon before she turned to the camera to give the audience a wink.

Soarin was already taking another sip from the bottle, blinking as his pupils started to turn pink. He gave a giggle and blushed before giggling again, shaking his rump a little as he walked off still drinking from the bottle.

There was a cut and the next scene showed Soarin prancing in a Wonderbutt suit with a frilly flared skirt, all the blue replaced with pink, suckling on a heart-shaped pacifier and giggling and posing at everypony he came across.

"Of course sometimes a Shadowbutt wants those dumb soggybutts to know who was pranking them." Woona continued as the camera cut back to the locker room. "That's why Wonderbutts know all the techniques needed to disguise themselves or make a Wonderbutt forget anything they're not supposed to remember."

The camera cut away again to Nightwear sucking on a pacifier that had a large fake mustache clipped onto the guard, pouncing a pair of Wonderbutts coming from training, squishing them under her butt and bouncing up and down a few times before bouncing away cackling like a cheesy villain.

Another scene showed Woona pretending to have dropped something, swinging her butt back and forth and up and down until all her teammates in the locker room were staring and drooling.

As she watched, Frillda giggled a little – imagining sneaking into where the Wonderbutts were practicing, playing all sorts of pranks on them.

Every time the narration told her something, it was… more than just the words, it was like she was learning life lessons she had to remember.

Maybe it was her drowsiness, dropping in and out of sleepiness, but she kept missing the places where the cartoon segments were linked. One minute Nightwear would be explaining how to convince a Wonderbutt to let you tweak their outfit as Woona demonstrated stuffing extra fluff into the Wonderbutt's suit to make it impossible to move normally, and then another minute Woona would be talking about how easy it was to make a Wonderbutt react in special funny ways to certain triggers.

Then there was a bit where Nightwear was waving something back and forth in front of Woona's face, talking about how all Shadowbutts also had to listen very carefully when they were told certain things, and Frillda didn't remember what any of the things or reactions actually were but she sort of had the feeling that she'd know them if they happened.

It was much too easy to just listen to Nightwear explaining all that…

...then there was a bit about how sometimes Wonderbutts could be observant enough to notice you if you were being careless and wearing your regular Shadowbutt outfit, but wearing a Shadowbutt outfit was very important if you were a Shadowbutt, so the only way to not be discovered was to wear a sleeper of who you were pretending to be over the top of your Shadowbutt uniform.

That made perfect sense to Frillda and she couldn't see any way it was impractical. After all, Woona and Nightwear both said so!

Eventually the show came to an end... or at least Frillda had to assume it did because she suddenly wasn't watching it anymore. She didn't actually remember how the show had ended, or how they had gotten out of that crib, or how they had ended up back at the Wonderbutt Academy, but then again it didn't seem all that important anymore either.

She looked over to see all those dumb Wonderbutts cheering and celebrating the return of Princess Celestinkle, carrying the fluffy plushy alicorn on their shoulders.

More importantly though, her two fellow sleeper agents were standing right next to her. On one side was Rainbow Splash, wearing a thick Wonderbutt sleeper with the dark purple of her Shadowbutt suit only barely peeking out along the edges of the flap over her butt. On the other side was Bumbleshy, smirking down at her in that annoying way due to the fact that she was a good head taller and several pudges bigger than them; an obvious result of having to squeeze her big puffy bumblebee self into a Shadowbutt suit and then put on another bumblebee suit on top of that as disguise.

Frillda huffed and shook her head to ignore the annoyance. They had more important things to do. With another nod at Bumbleshy and Splash she stepped ahead, ready to join the Wonderbutts at their party and try out all the much better and cooler Shadowbutt equipment they'd hidden in the poofy butts of their sleepers.

All sorts of odd, hazy thoughts were bouncing around in her head, most of them just indistinct suggestions she didn't really concentrate on. Things like how Mommy Spitfire was always in charge, no matter what, or how if she was told to be a good sleeper shadowbutt she'd forget all about how she was meant to be a shadowbutt until she was told to wake up as a shadowbutt again.

She was a good Shadowbutt, after all...

“…very impressed with your performance,” Twilight Tinkle said.

Frillda blinked, feeling dizzy all of a sudden. “Huh?”

“I think Frillda wasn't paying attention,” Mommy ~~giggled~~ smiled. “Please pay attention this time, Frillda. My new assistant is telling you some very important things.”

“But… um… wasn't I about to...” Frillda asked, then stopped.

Mommy had got out her shiny whistle and was swinging it in her hoof, letting it lazily move back and forth.

“It's time to be a good sleeper Shadowbutt,” she told them.

Frillda nodded. “Yes, Mommy Spitfire...” she mumbled, something Splash and Bumbleshy and Twilight Tinkle did as well.

“That's better,” Mommy smiled. “You were saying, Twilight?”

“Well, Mommy is very pleased with your performance,” Twilight resumed. “And she thinks you're ready to go and advertise in Ponyville for the next Wonderbutts show!”

"Ah... The next... Wonderbutts show?" Rainbow Splash blinked, swaying in place a little. Mommy Spitfire was always right of course, but she'd also never been to a Wonderbutts show... There'd only ever been Wonderbolts shows because... reasons. Good reasons, probably, or else Mommy Spitfire wouldn't have sent her foals out without their diapers to do boring un-padded flights.

Spitfire ~~smirked~~ smiled and nodded, making Splash feel a little proud for asking such a smart question. "That's right, Splash. We've finally had enough recruits and sold enough merchandise that I feel confident in doing some proper Wonderbutts shows soon. And since you're the most promising cadets of your class, I want to make you to advertise for them. We're starting with some free advertising in your hometown and some appearances as Wonderbutt mascots in the next Wonderbolt shows. My assistant will be with you to take care of all your needs."

Twilight Tinkle indeed stepped forward, holding her ~~etch-a-sketch~~ clipboard with a sparkly pink crayon clipped to it. "That's right. Any supplies and diaper changes you need, just let me know and I'll take care of it. I'll also help you as best I can with any additional advertising ideas you have."

The idea made Rainbow all blushy – going around Ponyville dressed up as a Wonderbutt?

But then she started thinking about it, and it was really hard to remember why the idea was embarrassing.

She was one of Mommy Spitfire's foals, after all… and she was proud to be one of Mommy's foals. And she was a good Wonderbutt, too… so why would it be embarrassing to be a Wonderbutt advertising Wonderbutt shows in Ponyville?

“What about if we have Splash showing off how well she can bounce on her butt?” Frillda suggested, and Twilight Tinkle made a note with her sparkly pink crayon. Seeing her doing that made Splash giggle, the idea of bouncing along the street really tempting.

The more Rainbow thought about it, the better this was going to be. Getting to show off as a Wonderbutt in Ponyville, telling ponies how proud she was to finally be a Wonderbutt like she'd always wanted…

This was going to be so awesome! She couldn't wait to get out there and show off!