Bee Afraid!

by Mind Jack

Rating: everyone
Tags: Princess Luna, Spike, Comedy, Horror, Random, Zecora, Twilight Sparkle, My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash
Length: 4997

On the eve of Nightmare Night, Rainbow Dash is attacked by a mysterious horde of monsters and forced to flee her home. Even with Twilight's help, the situation soon grows dire.

On the eve of Nightmare Night, Rainbow Dash is attacked by a mysterious horde of monsters and forced to flee her home. Even with Twilight's help, the situation soon grows dire, and both of them must band together to escape a fate too horrible to imagine.

Co-Written with Berserker88 for the Monster Mares 2nd Annual Contest.

Published 2019-09-30 17:50:02 UTC
Last updated 2019-09-30 17:50:02 UTC

Bee Very Afraid

Rainbow Dash had a ritual before Nightmare Night. She would spend the full day sleeping. Sure, she did that a lot of other days too. But the nap before Nightmare Night was special; it wasn’t to relax, it was to conserve energy for the best night of the year.

This year, sadly, wouldn’t be quite so awesome. Twilight, Applejack, Pinkie, and Rarity were all busy, and Fluttershy had locked herself indoors for the night, just like every year. But Rainbow was determined to have an amazing Nightmare Night anyway.

She managed to doze off rather quickly, dreaming the awesome dreams she normally dreamt. But sometime during her snooze she was awoken. It was pitch-dark, definitely night. But her alarm hadn’t gone off. A quick glance at her clock confirmed that it was still half an hour before she’d meant to wake up. What gives!? I never wake up before my alarm!

Thunk!

Rainbow absolutely did not jump in surprise as a loud thud came from beneath her bed. She definitely didn’t scream. It was a battle cry, and the jump was to… to give her momentum to pounce on anything coming out from under her bed!

Shaking herself out of her stupor of self-justification, Rainbow leaned down to peer under her bed. Nothing. At least, nothing she could see in the dark.

THUNK!

Rainbow sat bolt upright, looking to the closet where the noise had come from with wings flared and teeth bared. “Hey! Come out! I know you’re there!”

Thunk. THUNK!

Nopony came out. With her hooves trembling in annoyance, she got up to check it. If it’s Pinkie pranking me after telling me she’s busy, I swear I’m gonna… actually, that’d be pretty cool.

She put a hoof on the closet door.

THUNKTHUNKTHUNKTHUNKTHUNKTHUNKTHUNKTHUNKTHUNKTHUNKTHUNK!

Rainbow realized a split second before the door burst open that the thing in her closet was in fact a bunch of things. She tried to fight back, but soon found herself pinned to the ground, and surrounded by a horrible buzzing sound, like dozens of giant insects had flown into the room.

No matter how much she struggled, the weight of the closet monsters was enough to keep her pinned. Whatever these things were, they were incredibly fluffy. Weirdly so. Enough that Rainbow felt like she was being smothered by teddy bears.
After a bit of wriggling, she managed to punch through the bottom of the cloud. She turned around, ready to push her advantage in the open air, but stopped.

Through the hole, the dark of her bedroom was moving. It took her a second to realize that the entire pony-sized hole she’d knocked in the cloud was covered in wriggling, buzzing shapes. Shapes that were slowly realizing their prey had escaped, and starting to crawl through the hole, dozens of pairs of glowing blue eyes peering down at her. A chorus of humming voices began to speak in unison. It took her a moment to realize what they were chanting: “Be our friend! Be our friend! Be our friend!”

Rainbow totally wasn’t scared when she flew away as fast as she could.

Rainbow landed outside Golden Oaks Library, banging on the door. "Twilight! There's a bunch of weird, fuzzy monsters in my house and I need cool magic stuff to fight them off with!"

After a few agonizing moments, there was a loud sigh from the other side of the door as Twilight opened up. "Rainbow, is this another one of your 'famous' Nightmare Night pranks? Because I am not in the mood. I still don't know where you even got that much pig blood."

"I pinkie promise it isn't! And... you don't wanna know. Just let me in!" Rainbow stomped a hoof in frustration, looking over her shoulder to see if the swarm of monsters was anywhere nearby.

Twilight, knowing the torment Rainbow would bring upon herself if she broke the sacred vow of a pinkie promise, quickly let her inside and closed the door behind them, magically sealing it as best she could just in case. "Alright… now tell me what happened."

Rainbow quickly went over her heroic, but futile, resistance against the fluffy monstrosities. "I couldn't see them, it was too dark. But they definitely weren't changelings. Too much fuzz."

"Well, that's one potential attacker off the list, only a few dozen more that it could be..." Twilight muttered, heading over to the shelf to pull out one of her (very large) bestiaries. She flipped it open and started shuffling through it. Then shuffled through it some more. And some more.

Rainbow tried impatiently to peek over Twilight's shoulder to see what she was looking at. "Did you find anything yet?"

She sighed, closing the book. "I found a lot of things, but nothing exactly like what you described. I'm not exactly an expert on things like this." She paused, an idea coming to her. "Buuuut, I could write Princess Celestia to get an expert."

"Great idea! Maybe she can send some kind of awesome monster hunter or something." Rainbow rubbed her hooves together in anticipation.

Twilight got out a parchment and began to write. "Dear, Princess Celestia. Sorry to interrupt you and Princess Luna on Nightmare Night, but I am in urgent need of a monster expert. Rainbow Dash has reported an attack by..." She paused. "...weird, fuzzy monsters, and she needs help identifying the culprit." She paused again. "I am at least 90% sure this is not another one of her pranks. Please send help. Your faithful student, Twilight Sparkle. Spike!"

"I heard her," the dragon said, yawning as he waltzed into the room. "Hard not to with all the yelling." He took the completed letter from Twilight, and with a quick burst of fire, sent it away.

"And now we—” Twilight began.

A moment later, a letter appeared in a flash of light, falling to the ground.

“—Wait,” Twilight finsihed with a chuckle.

Spike picked it up, opened it, and read aloud: "My dearest student, I'm sorry to hear that Rainbow is having these monster problems. I didn't know of any experts who were available at this time of night, but thankfully my sister claims she knows of one. She was just preparing for her own Nightmare Night celebration when your letter arrived, and she's extremely excited, so don't be offended if she's—"

Luna appeared out of a portal of darkness, wearing a red and white jacket and floppy red and white hat, along with a fake white beard, and carrying a burlap sack. Out of the sack, she dumped a very bewildered Zecora, before giving them a friendly wave goodbye. "Happy Nightmare Night!" she said as she departed back through the portal.

"—In a hurry to leave," Spike finished.

Zecora rubbed her head, taking a moment to realize where she was. "I must confess, I am quite shaken. Can you please tell me why I have been taken?"

"Rainbow was attacked by some monsters she can't identify and we were hoping you could help," Twilight explained, trying to shake off the surreal scene she had just witnessed. "According to her, they were weird, fuzzy, and came in large numbers."

"Hm. In a big swarm and covered in fluff, but these things alone are not enough." Zecora furrowed her brow, thinking. "Rainbow, these beasts were a threat to your wellbeing. Is that really all you remember seeing?"

Rainbow thought back to when she was run out of her house. "Oh yeah! They had these big, glowie blue eyes, and they could talk. They kept chanting, 'Be our friend,' like some kinda cult."

Zecora the zebra was braver than most, but now she looked like she'd seen a ghost. She put her hooves on Rainbow's shoulders. "This is a matter of living or dead. Are you certain that's what they said?"

"Uh... yeah? Why?"

Zecora stepped back, pacing back and forth with a grim look on her face.

"Is it really that serious?" Twilight asked, starting to feel chills herself. And here she was about to spend the night putting the horror books out into the front of the library.

As for Spike, he was about to head back to bed when he groaned and returned to the living room again. "Why does it always have to be serious? Can't it just be some petty nuisance for once?"

"Your friend's information has confirmed my fear. I haven't seen these beasts in many a year." Zecora peered out of the window in the door. "Cuddlebugs is what they are called. Of them, Rainbow especially would be appalled. Of course, I know it sounds outrageous. But the fluff on their bodies is contagious. Once a year they pick four or five, and bring those ponies into their hive."

Twilight's eyes widened. "So they cuddle you into submission and turn you into more of them? That's horrifying! And kind of adorable, but mostly horrifying!"

"Eesh, I do not envy you, Rainbow," Spike said, giving her a sympathetic pat on the back. He froze. "Uh...Rainbow? Have you gained some weight?”

Twilight's eyes widened. She put a hoof to Rainbow's side. "Oh no... No she hasn't!"

"Huh?" Rainbow was confused. "Twilight, now is not the time to be wishing I had more junk in my trunk!"

"No Rainbow, that's not what I meant!" Twilight replied, voice shaky. "You're not fat! You're fluffy!"

Zecora nodded. "There is no time to be mourning! Your only hope is to last til morning!"

Then, they heard it.

Thunk.

Thunkthunk.

Thunkthunk. Thunkthunk.

Twilight took a step back, her horn lighting up out of instinct. "Oh no..."

Spike took a step back, hopping onto Twilight and holding her tight out of instinct. "That can't be good."

Rainbow took a step back, not sure what to do at all. "No no no, not already."

Zecora looked at her grimly. "It seems you must face your worst fear. For it is apparent that the cuddlebugs are—"

CRASH!

A fuzzy, yellow face with a black mane, not unlike a pony, but with the insectoid eyes of a changeling and two antennae on either side of its head, had literally headbutted through the door. "Bee our friend!"

Another cuddlebug slammed its head through a lower part of the door. "Feel the buzz!"

"If you think my rhyming's the worst way somebody has spoke, everything they say will be a bee joke!" Zecora informed as they rushed upstairs to Twilight's bedroom, Twilight telekinetically shoving the mattress up against the door. "Quick! Out the window you two must flee! They only take ponies, they cannot infect me."

Spike looked up. "Wait, so I don't have to-WAAH!"

"Sorry!" Twilight said as her leap to the window dislodged her assistant. "But if what Zecora says is true, you'll be safer here anyway! Let's go, Rainbow!"

"Don't have to tell me twice!" a panicked Rainbow Dash yelled, nearly knocking over Twilight as well as she took off through the window.

Twilight yelped, thinking she was about to fall out of a second story window, but Rainbow grabbed her, taking off into the air while carrying her. "Where are we going?" Twilight asked as they rocketed through town. She was forced to dodge as cuddlebugs concealed in carts of hay tried to jump out at her. One even leapt out of some weird curtained-off booth thing that was in the middle of the street for some reason.

"Applejack's barn!" Rainbow replied. "After I blew up the old one, the new one she built is like a fortress!”

"As good a plan as any, I suppose." Twilight chanced a look back at the library. In the darkness, she could only see a giant swarm of inky blackness descending upon the tree, and could hear their loud buzzing even from here. But for now at least, they didn't seem to be coming after them. "I can't imagine why they're after somepony like you anyway. You're like the least cuddly pony I know! Uh… no offense."

"Hey! I am the awesomest pony at cuddles eve—" Rainbow literally skidded to a stop in mid-air when she stopped at the border of Sweet Apple Acres, and saw her worst nightmare;

A seemingly endless crowd of ponies dressed like bees.

A loudspeaker crackled and whined to life. "Once again, we would like to thank the Apple family for playing host to the annual Nightmare Night meeting of the Equestrian Society of Honey Enthuzzziasts!" a mare's voice spoke. "They may not have anything to do with honey, but... I dunno! Honey crisp apples are a thing, I guess! This message is sponsored by the Element of Honesty! Tell the truth, even if it stings!"

"I'm… sure it's just a coincidence," Twilight said nervously, trying to reassure both of them. "A horrible coincidence with suspiciously good timing and very poor taste, but a coincidence nonetheless." She scanned the crowd below, trying to pick out Applejack in the sea of black and yellow. "Ugh, it's no use. She could be… she could reside in the vicinity of any location down there! We're going to have to go in closer..."

Rainbow raised an eyebrow, looking at Twilight with concern. "Twilight, even you don't use egghead talk completely out of nowhere. You okay?"

Twilight winced. "Yeah. Sorry. Just... trying to avoid saying the b-word."

Rainbow gave a small 'Oh' of understanding. She felt a bit guilty for pulling Twilight into this. If she'd known more about those stupid bee pony things, she'd never have brought trouble like that to her friends. When that thought hit her, her eyes widened. "Wait! The crowd! We've gotta get em outta here! The cuddlebugs might go after them too!"

"Even if we could manage to get an entire crowd of… honey enthusiasts to evacuate, I'm not sure we have that kind of time," Twilight said grimly. "Besides, Zecora said they only grab a few each year, so I don't think they would attack a huge crowd like this." This wasn't the kind of cold logic she usually liked to partake in, but they didn't have much choice if they wanted to make it through the night cuddleless.

"Twi? Dash?" a familiar voice called out. Applejack trotted towards them from the edge of the crowd looking up at them, and thankfully not wearing a bee costume. "What are you two doin' sneakin' around? Come on and join the fun! These folks ain't as weird as they look."

Not-so-thankfully, as soon as she showed up, the REAL cuddlebugs became visible around the corner of a building. The lead bee squinted, noticing the crowd with a frown, then smiled. She pointed to Rainbow Dash, Twilight, and Applejack respectively with a nod, and the crowd with a shake of her head. The swarm behind her saluted, before starting to advance.

Rainbow made a mad dash to pick up Applejack as well. "No time to explain!" she said to cut off Applejack's protests. "Evil bee ponies! After me and Twilight! We gotta hide in your barn!"

Applejack didn't get it, ("They ain't evil; they're just festive!") but Rainbow managed to get them all through the crowd anyway. Sure enough, the cuddlebugs completely ignored the lookalikes and zeroed in on their targets, and they were far more maneuverable than the panicked pegasus weighed down by two other ponies. They slowly started to gain on them, close enough that they could hear their voices.

"Your rejection stings!"

"Don't bee like that!"

"Buzz off!" Rainbow yelled back. Oh no, the infection is spreading!

They made it into the barn just in time for Twilight to telekinetically slam the door in the cuddlebugs' faces, before sealing it shut with a bunch of boards and nails.

"Now hang on just an apple-pickin minute!" Applejack protested. "What the hay is goin' on?"

"Those bee things aren't ponies!" Rainbow replied. "They're some kind of monster called cuddlebugs! They want to... to..." It was too horrible for Rainbow to say.

"They want to cuddle us into oblivion and make us into more of them," Twilight finished for her. "Rainbow's already fluffy."

Applejack walked up to Rainbow's side and poked her curiously. "Well, I'll be… you sure you're not just gaining weight?"

"Yes!" she yelled. "This is serious, AJ! A fate worse than death!"

Twilight looked uneasily back at the sealed door. "At least we won't have to suffer it. That door should hold out until morning."

Almost as soon as Twilight said that, a mighty force struck the door, causing the wood to groan in protest, but not breaking through. "We can hear you bumbling around in there!" said one of the cuddlebugs. "We don't want to bug you! Think of how cute you'll bee once you're one of us! You'll bee the buzz of the town!"

"Why can't you just leave us bee?!" Rainbow's hooves immediately clamped around her muzzle.

Applejack couldn't hold back a snort of laughter. "That pun stung."

Rainbow wanted to tell her to shut up, but it came out as, "Bee quiet!"

They struck again, sounding a loud and very discouraging crack. "These things are stronger than I thought," Twilight realized. "Like a true bee colony, they can accomplish together what one drone couldn't by itself."

"We are true beelievers!"

"It's no use!" Rainbow cried, starting to panic. "They're gonna get in!"

"Not on my watch," Applejack decided, stepping forward and arming herself with a pitchfork. "You two, get out through the roof! I'll buy ya some time!"

Rainbow's eyes widened. "No way! We're not leaving you beehind!"

The swarm rammed the door again, bending it nearly enough to snap the boards before relenting. "I don't think my barn door is supposed to swing that way," said Applejack. "You can't fly fast enough to get away carryin' both me and Twilight. You two go to Fluttershy's. Ain't nopony gettin' past all those animals she's got guardin' her place on Nightmare Night!"

"But...!" Any further protest from Rainbow was cut off as another sickening crack rippled through the barn doors. "A-Alright, but we're coming back for you!"

Twilight nodded in resignation, knowing that the only force more unstoppable than the cuddlebugs was the combined stubborness of Rainbow and Applejack. She held on tight to the pegasus as she raced up and straight through the roof of the barn.

The last thing she saw below was the barn doors bursting open and Applejack screaming a battle cry as she confronted her destiny and charged.

The last thing she heard was, "We're gonna throw you a house swarming party!"

Unfortunately, the first thing she heard when she emerged into the open air was several cuddlebugs breaking off from the main swarm and giving chase. "Leave us adrone!" she shouted back at them, wincing inwardly at that terrible pun.

Even the cuddlebugs were taken aback. "That one was capital-bee bad," one of them said. "Even for one of us."

"I am not one of you!" Rainbow yelled. "And I never will bee!"

She dove to the left as the cuddlebugs charged, zooming past her and into one of the clouds below.

They didn't reemerge, which concerned Twilight greatly as now they could be anywhere. Rainbow kept flying on, nervously.

"Hold us!" the cuddlebugs cried as they burst out of another cloud. Rainbow yelped and abruptly dropped altitude to avoid them.

"You have beautiful eyes!" they called again as they came in from the side. Rainbow had to do a full barrel roll to escape that one.

"They must be getting desperate!" Twilight said confidently. "They're not even making puns anymore!"

"Yes they are," Rainbow sighed. "Beauty is in the eye of the bee-holder."

"She gets it!" one of them gushed. "We're so proud of you, honey!"

"All you need is a nice dose of Vitamin Bee!" another said, dropping from above to glomp her arms around Rainbow's barrel.

"Gack!" Rainbow grunted as she felt a sharp sting in one of her hindlegs, barely managing to headbutt the cuddlebug off of her. "What the hive are you doing!?"

"Our stings give the warm buzzies!" one of them shouted to her.

"Ugh… Twilight, I don't feel so good..." Rainbow groaned, her flight pattern starting to sway a bit.

"We’re not asking for a honeymoon! We just want to bee your friends!" All at once they split apart and charged them from multiple angles.

Twilight gritted her teeth as her horn glowed bright. "I won't stand for anything attacking my friends. But I also won't stand for this continued perversion of our language! GET LOST!" With an explosion of light, the cuddlebugs screamed in unison and were blown away, falling through the clouds.

Rainbow breathed a sigh of relief. "Thanks, Twi. I thought they had us there."

"Don't...thank me yet..." she gasped. "That won't keep them down for long...and I can't do that again..."

Rainbow looked ahead, and grinned. "We don't have to! There's Fluttershy's cottage!"

"Are you pollen my leg?!" a cuddlebug shouted irritably. "They're gonna buzz off! Get them, you bumbling idiots!"

Literally all the other cuddlebugs turned to glare at the bee who'd spoken. "Shut your flower hole, Frank!" yelled one.

"Bee nice!" another admonished with a frown.

"They're fighting with each other!" Twilight observed triumphantly. "We can make it!"

Of course, saying that so loudly made all of the cuddlebugs forget Frank and turn back towards them.

"Oops..." Twilight chuckled nervously. "Quick, let's go!"

Rainbow might've chewed her out a bit if not for the very urgent matter of the pursuing cuddlebugs. "Right!"

They descended rapidly through the cloud cover until they made it within a few seconds of the cottage. "FLUTTERSHY!" they both called out.

The small army of guard animals reared up, but let them pass once they saw who was coming. "Oh my..." a timid voice said back, opening the door slightly. "Whoever could that—?"

"DON'T SAY BEE!" they yelled again, charging straight through the door and shutting it behind them. Thankfully, years of Fluttershy being Fluttershy had given her the reflexes to get out of the way in time.

"Please tell us you have some kind of way to block the door!" Twilight begged.

"W-well of course! I had the couch in front of it. But what's going on?"

"Cuddly bees!" Rainbow panted.

"Awww, that sounds wonderful. I'm going to go say hi." Fluttershy went to open the door.

"NO!" Twilight yelled, pulling her away. "Their hugs are evil!"

Fluttershy looked extremely confused. "Hugs? Evil? How is that possible?"

"Just trust me. We need to barricade that door as much as we can until morning."

"Well...alright...I trust you," she said, still looking conflicted as she moved the couch back in front of the door and sought out other objects of obstruction.

The animals made hostile noises outside, and the bees buzzed angrily in reply. "You don't think they'll hurt the animals, do you?" Fluttershy asked in concern.

"I doubt it," Twilight responded. "From what we know, most of what they can do is based around contagious cuddles. So hopefully they'll just form a great big cuddle pile until morning."

"Hopefully..." Rainbow slumped tiredly against Fluttershy, unconsciously hugging her and rubbing their cheeks together.

"I still don't know what you're so afraid of," Fluttershy said, smiling as she nuzzled Rainbow back. "Cuddles are nice. And yours feel especially nice tonight, Rainbow."

"She got partially infected," Twilight explained. "It should clear up in the morning once they return to their hive." She suddenly looked down. "I hope AJ made it out of there..."

Fluttershy frowned in concern. "Infected? AJ? What do you mean? What's going on?"

While Rainbow continued to snuggle Fluttershy, Twilight explained all that had happened. Fluttershy listened with a look of morbid curiosity. "...Then AJ sacrificed herself so we could get away, Rainbow got stung on the way here, which apparently makes her seriously want to cuddle, and now we have to wait in here until morning." Twilight finished.

"Mmmm...so soft..." Rainbow purred as she continued to nuzzle Fluttershy. Abruptly, she snapped out of it. "Wait a minute, what am I doing?! I can't beelieve we just left Applejack back there!"

"You said we would go back for her," Twilight offered, rubbing a hoof sheepishly.

"Yeah, and I'm gonna! Right now!" Rainbow said, heading for the door.

"Wait!" Fluttershy blocked her way. "You can't go out there! If what Twilight said is true, there's no way you can make it!"

"They only kept up with me beefore beecause I was holding Twilight," Rainbow replied, stretching to prepare for her mad dash. "Now that I'm not weighed down, those pollen suckers are gonna be pushing up daisies before you can say hive five!"

Twilight bit her lip, knowing she couldn't stop her, but also knowing what this was really about. "You feel guilty, don't you? And not just about Applejack."

Rainbow flexed her wings a few times, not facing her. "Yeah… it's my fault AJ got taken, and it's my fault I brought this whole mess down on you guys in the first place. It's bee they want, and it's bee they'll get." She put on a determined glare as she charged forward and burst through Fluttershy's door once again.

The first bee she ran into was caught completely off-guard by a hoof to the face. Rainbow only turned to look back briefly when she heard Fluttershy's door slam shut behind her. To her surprise, Twilight had stepped out after her, and was blasting one of them with a ray of purple magic. They shared a brief smile and nod, before turning back to face the angry swarm of cuddlebugs.

"To bee, or not to bee!" they yelled, rising up in a frenzied fuzzy fury. "That is the question!"

"And here is your answer!" Rainbow yelled back, rushing with Twilight into the fray.

A good ten seconds later, they were being literally lifted up and carried away by the fuzzy bodies pressing up against them. Rainbow tried to throw a punch, but her hooves were soon surrounded by fluff. "N-no! Not the—!" She was cut off by an involuntary yelp of pain, as another stinger found her back leg.

"Rainbo—!" Twilight tried to call out, only for her mouth to be filled by bee fluff as she was mobbed on all sides. "Gah! They're in my eyes!" Soon, both of them were subdued, pulled up into the floating mass of black and yellow, and carried off into the night.

As the two forces collided, it was all too much to bear for Fluttershy, who averted her eyes from the window. All she heard next was frantic buzzing, magic blasts, and furious shouts for the next minute or so. Then everything went unnervingly quiet. She waited for several moments before she called out. "...Rainbow? Twilight?" She looked back out the window, surprised to see that they, and the cuddlebugs, were all gone. "Where did you go?"

She looked to her animal friends, who appeared traumatized by the terror they had witnessed. Slowly, they lifted shaky paws and pointed at once into the Everfree Forest.

Fluttershy gulped, but started walking anyway. "O-O-Okay, if it's for my f-friends..."

Against her better judgement, which was often against her on decisions like this, she left the safety of her cottage behind and wandered into the forest, calling out for her missing friends. "Twilight! Rainbow! Where are yooooou?" Of course, this came out as just a slightly louder whisper.

She soon began to hear a low buzzing sound. As she followed it, it started to get louder. Eventually, she emerged into a small clearing. What she saw made her gasp. "T-Twilight? Rainbow?"

The next morning, the rest of the Mane 6 and one wayward dragon were gathered in the library. There were some...changes that needed to be addressed.

"Well...I can see why you might find it troubling," Rarity said uncomfortably. "But stripes are in this season."

"I for one love it!" Pinkie decided instantly. "It's like your entire bodies are a party now!"

"Are you gonna be safe to ride on now, Twi?" Spike asked nervously. "Because I haven't really missed walking."

The three new cuddlebugs were now identical to the rest of the swarm, other than that Applejack wore her hat, Twilight still had a horn (Pinkie insisted on calling her a ‘spelling bee’), and Rainbow had somehow crammed her massive amount of fluff into her Wonderbolts trainee uniform.

"They should bee perfectly safe to touch til next Nightmare Night," the representative of the swarm, a cuddlebug wearing a pair of spectacles and holding a clipboard, replied. "Though they will bee compelled to attend the swarm next year, to help spread the fluff."

"I...see..." Spike said, still looking a little freaked out. "Thank you for clarifying."

"It's not so bad, is it?" Fluttershy asked, now taking turns cuddling up against each of her transformed friends. "They're soooooo soft."

"Buzz...off...Fluttershy..." Rainbow tried to strain out. But her new instincts wouldn't allow her to reject free cuddles and she soon relented, purring as she nuzzled her back.

Pinkie and Rarity looked between each other and shrugged, waltzing over to cuddle up against Twilight and Applejack respectively. They were helpless to resist.

"C'mon, bee positive! Maybe next year, you three can join too!" the rep offered. "We have pretty spiffy uniforms." She held up a yellow jacket.

"I think I'll pass, darling." Rarity wrinkled her nose at seeing it.

"Me too," Pinkie replied, to everyone's shock. "I like making puns just because I can. Oooh! If a cuddlebug writes a poem for another cuddlebug, are they waxing poetic with a bee in their sonnet?"

"I wouldn't mind having all this fluff," Fluttershy remarked.

Rainbow felt something stir deep within her. She tried desperately to keep it in, struggling so hard that it hurt her stomach.

The rep saw her face, and smiled. "Let it out, honey. Bee yourself."

Rainbow couldn't contain it anymore. "We're real cuddlebugs..." she muttered weakly, a tear running down her face. "Fluttershy's... a wanna-bee."