Rarity was hard at work in her workshop within Carousel Boutique. She had a very important order for a very important client that she had yet to get started on. And unfortunately for her, the deadline for the order was the very next day. That meant the fashionista had to hurridly scramble to gather up her supplies, hastily lighting up her horn and grabbing whatever she could think to grab on such short notice. She hadn't even put on her tape measurer and her ruby red sewing glasses yet, that's how behind she was.

To make matters worse for Rarity, this was one of the many occasions where she was also tasked with keeping an eye on her little sister Sweetie Belle. Of course, trying to juggle two responsibilities with very different demands was impossible. So the unicorn prioritized what she regarded as the more important of the two: The dress for her client. She darted to and fro, only occasionally glancing back to make sure Sweetie Belle hadn't wandered off somewhere. All the while she kept muttering to herself. "How did I let this happen? Where'd I put that thing?" And she kept rambling on and on, causing quite the scene for her little sister. "Ooh, I thought I'd already..." She trailed off as she hastily retrieved some sewing supplies from a huge clutter.

Sweetie Belle, for her part, watched with an odd mix of interest and concern. She wasn't used to seeing her older sister so uncomposed, Rarity always seemed to be a pony who kept her cool no matter what. "Is everything okay, Rarity?" She asked.

Rarity didn't answer, she was too caught up in her own little world. "Ooh, there it is! And I can't forget that I've got to..." She paused and groaned. "Oh, how am I ever going to get this done on time?"

Sweetie immediately saw fit to offer. "Are you sure I can't help you? Maybe I could-"

The fashionista unicorn rejected the offer as soon as it was presented to her. The last thing she was going to do now was allow her little sister to help. "-No! Absolutely not!" She shouted and resumed her frantic pacing about.

Sweetie Belle just innocently offered further. "Well maybe just a little-"

Rarity's answer didn't change in the slightest. "No thanks!"

"How about if I-" Sweetie proposed.

Rarity refused to change her mind. "For the last time, no!" She quickly realized she had perhaps raised her voice a bit sharper than intended, so she offered to tone it down and instead gently tried to coax her little sister. "Just stand over there, where I can see you."

"But Rarity-" The younger unicorn started to pout.

The fashonista only sternly instructed to her little sister. "Where you'll be out of the way, Sweetie Belle," Then she went back to talking to herself, muttering. "Ribbon, ribbon! Where's the ribbon?!"

Sweetie Belle's eyes immediately fell upon a large pink ribbon resting all alone atop a high shelf. As she was not as skilled with her horn as her older sister (in fact, Sweetie couldn't do any magic at all yet. She couldn't even make her horn spark), she instead decided to hastily stack some supplies lying around so that they would form a make-shift ladder. Then she scrambled up it and reached her hooves to try to grab hold of the ribbon. "I got it!" She shouted at last, only for her make-shift ladder to start to creak and sway!

"Sweetie Belle!" Rarity gasped in horror! She dropped everything she had been doing (and carrying), rushing over to try to pull her little sister to safety. Alas, she was too late to prevent the make-shift ladder from giving way! Sweetie Belle narrowly managed to jump down before everything fell to the ground with a thundering crash!

Once the dust had settled, Sweetie realized at once what her attempt at helping had done. So with a blush she retreated to a corner of the workshop and said. "Um, I think I-I'll just go and stand over there, where I'll be... out of the way."

The fashionista unicorn sighed and shook her head from side to side. "Oh Sweetie Belle, must you insist on making things even more difficult for me? I'm beginning to question my decision to host that sleepover with your new friends," She put a hoof to her forehead. "If only I could find somepony trustworthy to keep an eye on you and keep you out of trouble." Little did she suspect that her wish was going to be granted. And little did Sweetie Belle suspect that the sleepover Rarity had mentioned was going to lead some very frightening, yet very interesting developments.

Sweetie Belle was quick to shoot down the suggestion Rarity had made. "Rarity, you can't cancel the sleepover last minute! It's all my friends and I have been looking forward to for weeks! It was my idea to host it!"

Rarity impatiently replied. "Then the least you can do is listen to me when I tell you to stay out of the way! I'm saying this just as much for your sake as mine, Sweetie Belle." And she set up trying to clean up the mess her little sister had made.

The younger unicorn couldn't help but swish her tail and bristle with impatience. "Won't you at least let me help you clean up?"

The fashionista rejected the offer out of hoof without a second thought. "You've 'helped' quite enough already, Sweetie Belle. Please don't make things worse."

Sweetie sighed, hanging her head in dismay. "Okay, fine," She was quick to apologize. "I'm sorry about the mess, by the way. I just thought that if I helped you out, I might find my special gift and finally earn my cutie mark."

"Sweetie Belle, we've talked about this. There's no sense forcing a cutie mark, it'll happen when it happens and not a moment sooner," Rarity replied. "We must be patient for things like these."

"That's easy for you to say when you're not one of the only blank flanks in your entire class." Sweetie Belle frowned, folding her hooves across her chest in a pout.

The fashionista unicorn could only sigh and shake her head. Much as she loved her little sister, it was times like these that made that love difficult. She decided it best not to dwell further on the subject of cutie marks, sensing that no words of encouragment could get her little sister to leave the subject alone. "Well, regardless of that, I still can't afford interruptions from you or anypony else. I need to fill that order by tomorrow," At last, she finished cleaning up the scraps of fabric, glitter, glue bottles, and other things her sister had knocked down earlier. "There we go, that's one problem solved." She said quite happily to herself, and then set to work tending to her sewing machine.

Just then, however, the doorbell rang. Rarity looked up and let out a groan of displeasure. "Oh, what now?! Why can't this wait?!"

"Oh, sorry," A very familiar, sweet sounding and gentle voice replied. "I thought the 'open' sign meant you were open, but I must have been mistaken. Sorry to bother you." It was none other than Fluttershy, who was pushing a basket topped with a small, pretty pink blanket.

Seeing her pegasus friend was enough to brighten Rarity's spirits, and she was quick to usher her friend in. As she did so, the realization struck her about what Fluttershy was here for! "Fluttershy! Oh my stars, do forgive me! Where are my manners?!" She hastily apologized to the animal loving pegasus. "I was so wrapped up in my work that I forgot you were bringing Opalescence back from her grooming!"

Fluttershy just nodded. "Not to worry, Rarity. I left her over there in the basket. I'm more than happy to do it." She then lifted up the blanket over the basket, and out strolled Opalescence, her snow white fur shining brightly as she let out a happy purr.

Rarity smiled as she observed her newly groomed cat in all her dazzling beauty. "Oh, she looks great! Thank you so much for agreeing to bring her here on such short notice," She then saw fit to comment about something that was nagging at the back of her mind. "I just don't understand how you're able to do it, Fluttershy! I know you have a talent with animals, but the way you command Opal's obedience is on an entirely different level. I can't even get near her for grooming without getting a swipe from her claws."

Opal saw fit to demonstrate this fact by hissing at her unicorn master, viciously swinging her paws around.

Seeing this prompted Rarity to ask Fluttershy point blank. "Did you use... The Stare on her?"

The pegasus mare with a butter yellow audibly gasped! "Oh no! I wouldn't! I couldn't even if I wanted to! It's not something I take lightly! I... I can't even really control it that well! It just happens."

"So you say," The fashionista replied. "But perhaps you could teach it to me sometime so that I might learn how to get Opalescence to stop acting up. I love her, I truly do. But sometimes it feels like a one sided relationship."

Sweetie Belle then suggested. "Hey, maybe I could watch Opal for you, Rarity! Maybe I can be good with animals too!" Yet seconds after she spoke those words, she felt the cat swipe at her mane and viciously cut off a few hairs from it. That quickly put an end to any ideas the little unicorn might have about caring for animals. "Or not." And that prompted Rarity and Fluttershy both to laugh.

Rarity then sighed and spoke up. "Well, I'm afraid I can't stay and chat, Fluttershy. I've bitten off more than I chew with this order, on top of agreeing to watch Sweetie Belle and her friends tonight. When I agreed, I'd forgotten I had twenty special robes that I had to finish by tonight! And they're due in Trottingham first thing in the morning," And she showed off a golden fabric from her sewing machine, which prompted Fluttershy to gasp. "See? I've lined them in a special gold silk. It took so long to make, but I think it adds just the right touch, don't you?"

Fluttershy firmly nodded her head. "They're so lovely," Then she asked her fashion friend. "But are you sure you can get all twenty robes done tonight, all by yourself? I helped fix up your gala dress, remember. I'm very knowledgable about sewing."

The fashionista nodded back. "I haven't forgotten. Under different circumstances I would gladly let you help me. But this fabric is one of a kind and very delicate. And the robes it's going on are really tricky. Besides, I shouldn't keep you from your responsibilities. I'm sure you have lots of critter clients waiting for you back at your cottage," She swallowed hard. "I will manage, somehow. And with any luck, Sweetie Belle and her friends won't be too much of a hoofful."

As if on cue, Apple Bloom and Scootaloo came rushing into Rarity's workshop mere seconds later. "Hi Fluttershy!" They quickly called as they raced to join Sweetie Belle (who happily ran over to meet them).

"Scootaloo! Apple Bloom! You finally made it!" Sweetie Belle excitedly cheered! "I was begining to think you weren't going to show up!"

"You kidding?! No way we're gonna miss out on our first ever sleepover together!" Scootaloo boasted! "Especially when it's at Rarity's place! It's so much better than that house your parents have."

Apple Bloom nodded. "Yeah! This place is huge, which means it's full of opportunities!"

Sweetie Belle chimed in. "You bet it is! Cutie mark planning session is a go!"

Apple Bloom then vowed. "Tonight's the night we're gonna find our special talents."

"Even if it takes all night." Scootaloo commented.

Then together the three fillies all chanted at once! "Cutie Mark Crusader sleepover at Rarity's! Yay!" Rarity and Fluttershy winced and had to resist the urge to cover their ears. It was a miracle no windows had broken from the intense shouting.

Once the shouting had stopped, Sweetie proudly presented something she had managed to put together without her big sister being any the wiser. "And guess what, girls? I made something just for the three of us! I did it all by myself!" She showed off a scarlet red cape that displayed a blue shield in its center. Within the shield rested a light yellow image of a pony about the size of the Crusaders, one standing on its hind legs and posing dramatically. "Tada!"

Apple Bloom and Scootaloo were instantly amazed and awestruck by what they saw. "Wow! That's so cool!" They said at the same time.

Fluttershy opted to ask. "What does that patch on your cape mean?"

The three fillies eagerly replied in unison! "The Cutie Mark Crusaders! Yay!"

"It means we're on a crusade, a mission!" Scootaloo boldly stated.

Apple Bloom added. "To find our cutie marks, no matter what it takes."

Sweetie Belle nodded. "Yup. And look," She held up her cape, revealing the inside to be covered with a golden yellow fabric that shone brightly. "I lined them with this special gold silk. It took sooo long to make, but I think it adds just the right touch, don't you?"

Upon seeing the interior of the capes, Rarity's eyes went wide with horror as a sudden awful thought struck her, causing her to shriek! "Sweetie Belle, you didn't!" She hurridly rushed over to the one of a kind fabric she'd shown off to Fluttershy earlier, and her worst fears were confirmed when she saw most of it had been used up. "You did!" She angrily stomped a hoof down. "What in the name of Celestia were you thinking?! Using my fabrics, and without my permission!"

Sweetie shrank from Rarity's harsh glare. "Sorry, Rarity. I just really wanted the capes to be special. I didn't think I used that much."

Rarity unhappily sighed. "You don't understand, Sweetie Belle! That silk took me ages to make, and now I'll have to make more! Oh, I hope I can make more on such short notice," She bit one of her hooves as she swallowed hard, realizing what this setback was going to cost her. "I'll have to work all night to get the order done! And that means..." She firmly told her charges. "I'm afraid the Crusader sleepover is cancelled."

"What?!" Sweetie shrieked! Now it was her turn to look disappointed and unhappy.

The older unicorn unhappily explained. "I'm sorry, but there's simply no way I can watch you girls and get the robes finished and delivered on time. This is what happens when you take things without asking permission first, Sweetie Belle. I would've gladly given you whatever silk I had leftover once this project was done, you didn't have to steal it from me when you know I needed the lion's share."

The Crusaders all let out whines and moans of disappointment. To have their first ever sleepover together cancelled last minute really didn't sit well with them.

However, it was then that Fluttershy had an idea. "Actually, Rarity, I could watch them for you. It's only for one night, after all."

"Fluttershy, are you sure that's such a good idea?" Rarity questioned in uncertainty. "I really couldn't ask you to do that on such short notice. Especially not with the way my sister and her friends tend to be."

The animal loving pegasus shook her head from side to side and brushed off the concern. "What? These sweet little angels?" As she spoke she briefly imagined them having halos above their heads. "I'm sure they won't give me any trouble at all. Nothing that I can't handle. And this way they'll be out of your mane, you won't have to worry your pretty little head about them," She turned to the CMC. "That's okay with you girls, right?"

"You bet it is!" Sweetie Belle smiled, delighted to have the sleepover back on! "Thank you so much, Fluttershy! You won't regret this!" Then she joined her fellow Crusaders in shouting together! "Cutie Mark Crusader sleepover at Fluttershy's! Yay!"

Just like that, Rarity relented. "Oh, very well then. But I'll be swinging by first thing after I drop off the robes. And make sure they stay out of trouble," To the Crusaders she warned. "You'd all best not give Fluttershy a hard time. If you do, you'll have me to answer to." But by the time she'd finished saying those words, the three fillies had already rushed away.

With a blush on her face, Fluttershy sheepishly withdrew from the workshop. "I'll just... leave you to your work, Rarity," Then she shouted after the Crusaders! "Wait for me, girls!"

The fashionista could only sigh rather audibly. Somehow, in the back of her mind, she couldn't shake the feeling that she had unknowingly done a very bad thing.

Fluttershy wasn't used to flying or running so fast. So by the time she had caught up to the three fillies and managed to usher them along to her cottage, it was already night time and she was nearly out of breath. "Girls, please don't run off on me like that again," She tried to lecture them, her tone of voice making it difficult to take her seriously. "You could've gotten lost or hurt."

"Sorry, Fluttershy," Sweetie Belle seemed to sincerely apologize. "But we're just so excited for this sleepover! This is gonna be the best night of our lives!" Then her sap green eyes took in her surroundings, particularly being drawn to what she could see out of the cottage windows. It looked as if Fluttershy had a small, fenced in area. And within it rested a chicken coop, its occupants currently wandering about the length of the fence. "Wow! Look at this place! What's that? Are those chickens?"

The animal loving pegasus nodded. "Yes, they are. I care for all sorts of animals, big and small alike," Then she turned to the Crusaders and asked them. "So, girls, what do you wanna do first?"

Almost immediately, the three fillies pivoted towards what had prompted them to organize their sleepover in the first place! "I'm gonna get my mark first!" Scootaloo declared, and buzzed her tiny wings in excitement as she started running all around the cottage to try to find something to do! And she was quickly followed by Apple Bloom and Sweetie Belle, the three of them making quite a racket as a result.

"Girls?" Fluttershy blinked and tried to raise her voice to get their attention. It was no use, she was too soft and too quiet to be heard.

Then Scootaloo shouted! "I'm staying up all night!"

"Me too!" Apple Bloom chimed in.

"Me three!" Sweetie Belle added, albeit a bit more hesitantly than the others.

The pegasus mare with pink bangs tried again to get the Crusaders' attention. "I-I know you're excited, but could you please settle down?" Again, her pleas went unanswered, so she tried to raise her voice a bit higher. "Girls, please, stop!" She warned, as she watched her charges run out of control around the cottage. "Careful you don't..." But before she could finish her sentence, she heard a loud crash! A wooden table had been accidentally knocked over and had thus broken. "-Break anything." She was forced to finish.

"Sorry, Fluttershy." Sweetie Belle immediately apologized in what sounded like a sincere tone of voice.

"Yeah, sorry." Scootaloo apologized as well. She seemed to look as if she meant it.

Apple Bloom then spoke up. "We can fix it! We could be Cutie Mark Crusader carpenters!"

Fluttershy blinked in surprise. "C-carpenters? I don't think that's such a good..."

But once again the animal loving pegasus mare was ignored, as her charges instead settled on the idea that Apple Bloom had just given them. "Hammer!" The farm filly called out.

"Hammer." Scootaloo replied, hoofing a hammer to Apple Bloom.

"Screwdriver!" Sweetie Belle called.

"Screwdriver." Scootaloo replied, and gave the aforementioned tool to Sweetie Belle.

Scootaloo then said to herself. "Saw!" And hastily grabbed a saw, which she held in her mouth. Then she, Sweetie Belle, and Apple Bloom went to work on trying to fix up the broken table, creating quite the noise and stirring up dust in the process.

The end result was what could best be described as a mess of wooden boards held clumsily together by bolts.

"Um... that doesn't look like a table." Sweetie frowned quite nervously.

Scootaloo blinked in surprise. "We were making a table?"

And Apple Bloom could only glumily state. "Somepony needs to put this thing out of its misery. I guess Cutie Mark Crusader carpenters is a bust. Back to the drawin' board."

Fluttershy, for her part, could only sigh and shake her head from side to side. It seemed like the CMC were intent on giving her a hard time. Luckily, she had an idea about how to get them to obey her and stop causing trouble. "Okay, girls, now that we've gotten that out of the way, how about a game?" She offered as she quickly ushered them all onto a couch.

"A game? What kind of game?" Apple Bloom questioned.

The soft spoken pegasus mare happily answered. "It's my favorite game. It's called 'Shhh!'"

"What's that?" Scootaloo inquired, suspecting nothing.

With a smile, Fluttershy explained. "Well, it's a game about who can be quiet the longest. Sound fun?" Then she boasted. "I'm the world champ, you know. I bet you can't bet me! Ready?! One, two, three, GO!" And she quickly took a deep breath (after letting out an excited squee) before closing her mouth. She hoped the Crusaders would follow her lead, at least for a little while.

Alas, the three fillies couldn't sit still for even five seconds, let alone stay quiet. Scootaloo was (perhaps unsurprisingly) the first to break up the silence and shout! "I lose!"

"Me too!" Apple Bloom agreed as she forefited the game without fanfare.

"Me three!" Sweetie Belle added. This time, she wasn't the least bit hesitant about joining her friends.

Fluttershy opened her mouth, sighing deeply. "Why did I think that would work?" She muttered to herself, then looked the eager fillies square in the eyes. "Okay, girls. What do you want to play?"

This time, it was Apple Bloom who seemed to get an idea in her head. "I know, we could be Cutie Mark Crusader creature catchers!"

The animal loving pegasus could only reply with a nervous look and a quick. "Uh-oh."

A short time later, Fluttershy was all dressed up to look like a dangerous creature from the Everfree Forest. Meanwhile, the CMC were all wearing their new capes, and had to struggle not to giggle or chuckle at how ridiculous their foalsitter looked.

Fluttershy then let out a roar, speaking in her best monster voice. "Rawr! I am a dangerous creature from the Everfree Forest! Fear me!"

All of the Crusaders pretended to be scared for a moment. Then Sweetie Belle bravely stepped forward and proclaimed in her best dramatic voice. "Halt, dangerous creature of the Everfree Forest. I am Sweetie Belle, the creature catcher, and my friends and I are here to catch you!"

The pegasus mare roared back. "You can never catch me! I am far too powerful and dangerous for the likes of you!" Then she turned her back to the fillies and started to run away.

"Stop! You cannot run from me!" Sweetie Belle bellowed as she and her fellow Crusaders gave chase, giggling and laughing all the while!

Seeing as Fluttershy was still a bit worn out from having to catch up to the CMC earlier, she was quickly exhausted once again. And before she had a chance to react, the three fillies came up behind her and tackled her to the ground. "Oh no, you've got me!" She exclaimed in only slightly exaggerated worry!

Scootaloo then puffed out her chest! "Of course we did! No creature escapes the Cutie Mark Crusader creature catchers!" She proceeded to tickle the older pegasus pony all over, delighting in how she wiggled and kicked about in a vain attempt to stop the "torture".

Apple Bloom and Sweetie Belle naturally joined in on the tickling. And they too seemed to enjoy having Fluttershy at their mercy (or lack thereof). Soon, the pegasus mare's screams of laughter could be heard echoing all throughout the cottage. Even Fluttershy's pet bunny Angel could hardly believe the sight he was seeing.

At last, however, Fluttershy stood up and shed her costume. "Alright, girls, that's quite enough of that," She huffed, trying her best not to sound annoyed and bothered. She then decided that there was only one thing to do to regain control of the situation. "Now it's time for bed."

"Awwww!" The Crusaders all whined in unison.

The animal loving pegasus mare ignored her charges' whining, instead not so subtly nudging them towards a flight of stairs with her nose. "Don't be like that, my little ponies," She sweetly cooed. "Aren't you excited to get all cozy, toasty and warm in your snuggly-wuggly widdle beds?"

Apple Bloom had to resist the urge to gag at the overly embarassing cuteness and baby talk. "Snuggly-wuggly? But we have more crusadin' to do!" She protested to Futtershy.

"Yeah! We've got plans!" Scootaloo pouted.

"And capes!" Sweetie Belle added.

Fluttershy just retorted. "Well, maybe the crusading can wait until morning? When it's light out? And not so... dark?" And she led the fillies upstairs before they could utter anything further in protest.

Soon, Apple Bloom, Sweetie Belle, and Scootaloo were all tucked into a bed that was just big enough to fit all three of them. It had a blanket with alternating squares of red and white, which was thrown on top of them, preventing them from escaping for the time being. And Fluttershy stood by the bedside, making sure everything was as it should be.

The Crusaders were still opposed to the idea of bed time, even considering the sun had long since set. Apple Bloom naturally protested, asking Fluttershy. "How are we gonna find our special talent in our sleep?"

The pegasus mare was quick to think of a response. "Maybe you'll have a lovely little dream about your special talent, whatever it is."

"But we're not even tired!" Scootaloo complained.

Fluttershy had an answer for that. "How about I sing you a lullaby?" And when the CMC all agreed, she cleared her throat and began to sing sweetly:

Hush now, quiet now,

It's time to lay your sleepy head.

Hush now, quiet now,

It's time to go to bed.

Suddenly, Sweetie Belle's sap green eyes lit up as she eagerly exclaimed! "Ooh! I know this one!"

"You do?" Fluttershy asked and received a confirming nod that made her smile. "Oh, how wonderful! Why don't you sing it with me?" She offered.

Sweetie did so, clearing her throat as Apple Bloom and Scootaloo covered their ears with pillows. And for good reason as it turned out, because in sharp contrast to the soft and whispery tone of Fluttershy's voice, Sweetie Belle's singing was much louder. As a result, even though she was singing the same thing that Fluttershy had just sung, it didn't sound like a lullaby at all! It was hard to tell if this was intentional on her part, or if it was just a result of the visible nervousness the unicorn filly was displaying. Either way, she kept on singing, and it went something like this:

Hush now! Quiet now!

It's time to lay your sleepy head!

Said hush now! Quiet now!

It's time to go to bed!

Fluttershy winced. Sweetie Belle's singing was not what she had been expecting at all. Still, she tried to speak up. "Okay, Sweetie, that was..."

But the filly kept on singing. And as she did so, Apple Bloom and Scootaloo started to bounce up and down, making the whole bed shake in time to Sweetie's singing! And she continued to sing loudly:

Driftin' off to sleep!

The exciting day behind you!

Driftin' off to sleep!

Let the joy of dream land find you!

The pegasus mare spoke up again, trying to get Sweetie Belle to stop singing and go to sleep. " Thank you, Sweetie, um..."

But Sweetie only sang louder, either because she was too into her song or because she couldn't hear Fluttershy's increasingly frantic pleas to stop! Fortunately, she brough the song to a close, singing as loudly as she could!:

Hush now! Quiet now!

Lay your sleepy head!

Said hush now! Quiet now!

It's time to go to bed!

That last note was so sharp and so high pitched that it ended up disturbing the chickens in Fluttershy's chicken coop! They quickly started to cluck, squawk, and chitter! Then they started flapping, running frantically all about their fenced in area!

Fluttershy heard the disturbance and looked out of the bedroom window at the chicken coop below, quickly seeing what Sweetie Belle's singing had done! "Oh my goodness!" She exclaimed in dismay!

"What was that?" Scootaloo asked.

The animal loving pegasus mare hastily replied. "N-nothing. Nothing that need concern you girls. Everything's fine. J-just... go to sleep, now. I'll... take care of that... um... disturbance," She turned to leave, though not without firmly insisting. "And no more crusading for tonight, girls! All right?"

"Yes, Fluttershy!" Scootaloo agreed.

"We promise, Fluttershy." Sweetie Belle added with a reassuring smile.

"Good night, Fluttershy." Apple Bloom called.

"Good night, girls," Fluttershy called back. "I'll be downstairs if you need anything." And then she set off to go calm down her chickens.

Alas, no sooner had the pegasus mare left the bedroom than did the CMC sit up in bed. They had no intention of going to sleep just yet.

"Okay, so what kind of crusading should we do next?" Scootaloo whispered to Apple Bloom and Sweetie Belle.

Fluttershy quickly made her way to her chicken coop to check on her frightened chickens and try to calm them down. "I'm terribly sorry, everyone," She sincerely apologized to them. "I didn't expect Sweetie Belle to be so... loud. But it's all done now, you can calm down."

The chickens just squawked and clucked as they continued to run about. It was obvious they weren't going to be so easily calmed after such a sudden disturbance.

Fluttershy sighed. Why was everything giving her a hard time tonight? First the CMC and now her own chickens. The animal loving pegasus found herself fast losing all patience. "Come on, now," She pleaded. "Let's all calm down and get back to bed, okay?"

But the chickens showed no signs that they were listening to anything their pegasus master was saying. They just continued to run and squawk audibly.

The animal loving pegasus let out a groan. "The Cutie Mark Crusaders will never get to sleep with all this noise going on. I know I wouldn't be able to sleep listening to this loud clucking and squawking." She thought to herself. And she quickly decided that there was only one thing to do. "Alright, I didn't wanna have to do this, but you've forced my hoof." She sternly said as she trotted up towards the chickens. Her eyes narrowed, and she shot them a very harsh glare. All the while she refused to break eye contact with them.

This intimidating look seemed to do the trick. The chickens lost any will to resist or fight back when they saw the glare from Fluttershy. They all ceased in their squawking, turned around, and marched back into the chicken coop.

The pegasus mare let out a sigh of relief as she finally allowed her eyes to blink, and allowed for her pink bangs to settle over her eyes. "There's some good chickens," She said to herself and confidently boasted. "Never met a creature yet that could defy The Stare." And with that, she trotted back inside her cottage, yawning as she prepared to go to sleep herself.

Unbeknownst to Fluttershy, the Cutie Mark Crusaders had been wide awake and watching the whole thing from the bedroom window.

"Wow, did you see what Fluttershy just did?!" Scootaloo excitedly exclaimed! "That was so cool!"

"And... kind of scary too," Sweetie Belle shuddered. "Is it just me or did anypony else get the chills from watching that?"

Apple Bloom waved a hoof. "It wasn't that scary, Sweetie Belle. I've seen worse," Then she noticed something that had apparently escaped Fluttershy's notice earlier. "Look!" She exclaimed and pointed a hoof off into the distance. "I think some of the chickens are still missin'!"

Sweetie eyed what appeared to be footprints left by the chickens, quickly take note of where they appeared to be heading. "You think they went into the Everfree Forest?!" She asked the others.

"Only one way to find out," Scootaloo proposed as she jumped down from the window. "Come on, girls! Cutie Mark Crusader chicken catchers are a go!"

But Apple Bloom gulped and swallowed hard, remembering an experience that had stuck with her. "I don't know, girls. Remember what happened the last time we went into the Everfree Forest?"

Scootaloo waved a hoof. "As long as we don't step in any poison joke, we'll be fine. Those chickens probably couldn't have gotten far. We'll find them and bring them back before anypony even knows they were missing. And we want to get our cutie marks, right?"

"Yeah, we do!" Sweetie Belle nodded. "I just hope you're right about the chickens not being too far away, Scootaloo." And she followed her fellow filly as they both headed for the stairs.

Apple Bloom hesitantly followed. She wasn't about to let her friends run off on their own. Even so, she couldn't help but whisper to herself. "I've got a bad feelin' about this."

The three fillies carefully tiphoofed down the stairs to the ground floor of the cottage, then headed for the cottage door. As they did so, they had to quietly creep past a sleeping Fluttershy who was resting on the couch.

"Oh, it wasn't that hard, really," The sleeping pegasus pony muttered to herself without opening her eyes. "All I needed to do was just show them who's in charge. Yes ma'am, nothing's gonna get past Fluttershy! Good with animals, good with kids."

Scootaloo was the first to reach the cottage door and quickly pushed it open. "Hurry!" She whispered to her fellow Crusaders, all but ushering them out the door.

Apple Bloom and Sweetie Belle trotted to the door as quickly yet quietly as possible. Scootaloo joined them once they had made it through, slamming the door shut behind them before they all raced off!

The slamming of the cottage door caused Fluttershy to stir and stumble awake, wiping the sleep from her eyes. "Huh?" She blinked and looked all around for the source of the disturbance. She was unable to find it, however, so she settled back down and began to close her eyes. "It's quiet," She whispered to herself. Then, suddenly, the pegasus pony jolted awake as the realization dawned on her! "Too quiet!" Stricken with a sense of dread, she raced for the stairs! She had to make sure her charges were okay!

Meanwhile, Scootaloo was racing to catch up to her fellow Crusaders before they entered the Everfree Forest! "Hey, wait up!" She panted! "This was my idea, after all! And we don't wanna get separated!"

"Well hurry up, Scootaloo!" Sweetie Belle impatiently replied! "We don't have all night! We have to find those chickens and get back before Fluttershy finds out we're not in bed."

Apple Bloom, meanwhile, was calling out to the forest itself and making clucking noises. "Here chicken! Here chicken, chicken, chicken!" But there was no reply except for the sound of her own voice. "This isn't lookin' good, girls."

Scootaloo just waved a hoof as she trotted up. "Ah, you're worrying too much, Apple Bloom. Besides, how do you know how to call a chicken?"

The farm filly groaned. "Because I live on a farm! My family's raised tons of chickens."

Sweetie quickly moved to break up an argument before it could start. "Let's just go find those chickens, already! We're wasting time standing around here!"

Yet before the three adventurous fillies could taken even a single step into the forest, they suddenly heard a very familiar and very worried voice calling out to them! "Girls?! Girls!" And sure enough, who should come literally running up to them but Fluttershy herself?! The animal loving pegasus was greatly relieved to have caught up to them in time. "Oh, thank goodness you're still here!" Her relief at finding her charges quickly turned to anger as she all but shouted at them! "What were you thinking trying to wander into the Everfree Forest at night?! Don't you remember what happened the last time you went in there?!"

Apple Bloom couldn't help but whisper to Scootaloo and Sweetie Belle. "Told you it was a bad idea," And she was the first to apologize. "We're sorry, Fluttershy. We didn't mean to make ya worry," She accusingly pointed a hoof. "It was Scootaloo's idea!"

"You were in on it too, Apple Bloom!" Scootaloo argued back!

"Only 'cause you were gonna do it anyway, and I didn't want you to get lost!" Apple Bloom angrily retorted.

Fluttershy groaned and nearly growled! "Girls, stop! It doesn't matter whose idea it was, you should've known better!" She let out an unhappy sigh and put a hoof to her forehead. "I thought I could keep you fillies in line, but I'm starting to see why Rarity says you've been getting into trouble. Are you really so obessed with getting your cutie marks that nothing else matters?"

All three fillies immediately whimpered, now wracked with guilt. Sweetie Belle then spoke up. "I guess we never thought about it like that, until you pointed it out to us," Then she added. "But we were just trying to find your missing chickens for you."

"What missing chickens?" Fluttershy questioned as her eyes blinked rapidly. Her tone of voice suddenly filled with newfound worry.

The farm filly explained. "We saw some tracks leadin' away from your chicken coop. We think they might have run off into the Everfree Forest when we scared 'em earlier with Sweetie Belle's singin'. Scootaloo was sure they couldn't have gotten far."

The animal loving pegasus then let out a gasp and nearly jumped back in surprise! "WHAT?!" She exclaimed as her eyes widened and her heart started to beat rapidly! "My chickens ran off into the Everfree Forest?! Oh, how did I not notice that?!" Fortunately, she quickly recovered, even as she swallowed hard. In as a serious a tone of voice as she could muster up, she instructed to the Crusaders. "Thank you for bringing this to my attention, girls. I'll take it from here. You all just go back to my cottage and stay there until I get back."

"You're not really thinkin' of goin' in there all by yourself, are you, Fluttershy?!" Apple Bloom questioned as she grasped one of the pegasus mare's hooves and held it tightly.

Fluttershy firmly nodded. "I have no other choice. I have to find those chickens before something terrible happens to them. But the Everfree Forest is far too dangerous for the likes of you. If anything were to happen to you, I'd be beside myself with grief. And your families wouldn't be very happy with me either."

"No, you can't go! What if you get lost, or hurt, or something?!" Sweetie protested!

Fluttershy sighed and groaned. "Girls, please! This is not up for debate! Do as I say!"

Scootaloo then insisted. "We're not leaving you, Fluttershy! We have to know that you're okay! Plus, won't it be easier to find the chickens if there's four of us instead of one of you?"

The pegasus mare with a buttery yellow coat relucantly folded, sensing that the CMC were not willing to accept no for an answer. "Oh, alright. But you have to do exactly what I tell you to do. No wandering off by yourselves. Got it?"

The Crusaders all nodded and said in unison. "Yes, Fluttershy." And with that, the issue was settled, and they followed their foalsitter into the Everfree Forest.

Luckily for Fluttershy and her charges, the dimness of the forest didn't prevent them from spotting the tracks left by the missing chickens. However, there was something that was nagging at Fluttershy when she looked at the tracks more closely. Something about them seemed off.

"Where do you suppose your chickens ran off to, Fluttershy?" Apple Bloom was the first to ask. "They gotta be around here somewhere, right?"

Fluttershy didn't answer. She just stared harder at the tracks, clearly trying to focus on some specific detail.

Sweetie Belle, meanwhile, was shuddering and shaking like a leaf. "This forest is even creepier and scarier at night than it is during the day. No wonder nopony ever goes in here."

"Didn't Rainbow Dash and your sister go through here once with their friends to stop Nightmare Moon?" Scootaloo questioned. "They all survived, didn't they?"

"W-well, yes... but..." Sweetie whimpered and trailed off.

A few seconds later, Fluttershy stopped right in her tracks! And the CMC all bumped into her from behind, surprised by the sudden stop. A horrifying realization seemed to creep up on the animal loving pegasus as she eyed her surroundings. Then, turning to the Crusaders, she said to them. "Girls, we have to leave the forest immediately!"

The unicorn filly nervously questioned. "But... we haven't found your chickens yet."

"That's because there's only one chicken that escaped. Her name is Elizabeek," Fluttershy explained. "And I have a pretty good idea about what happened to her. She must've bumped into a cockatrice that's on the loose."

"A what now?" The earth pony filly blinked in confusion.

The animal loving pegasus explained further. "A cockatrice is a creature that has the head of a chicken and the body of a snake. You wouldn't be able to tell from a glance that it's not actually a chicken, because it even sounds like a chicken."

The pegasus filly snickered, putting a hoof to her face. "Please, that doesn't sound scary. That sounds ridiculous."

And Apple Bloom boasted. "Why, if I ever saw them of cockathingys face-to-face, I'd laugh at how silly it is."

Fluttershy sternly shook her head from side to side. "You wouldn't wanna do that, Apple Bloom. Just one look from a cockatrice can turn you to stone, forever! The last thing you should do if you spot one is look it in the eye! Now come on, we have to get out of here before it finds us!"

But it was too late. There suddenly came an ominous hissing sound combined with that of a cluck. And then, what should spring out of a bush right in front of everypony but the very creature Fluttershy had just described? It did indeed havve the head of a chicken and the body of a snake. And its red eyes flashed brightly and ominously in the dark! To make matters worse, it was at that moment that Elizabeek happened to come running out from another bush, only to run right into the monster! In a matter of seconds, Elizabeek was turned to solid stone!

This frightening display was enough to make the CMC panic! They all screamed and hollered, running around hysterically as they shut their eyes in a desperate attempt to avoid looking at the cockatrice!

Fluttershy desperately tried to regain control of the situation! "Girls, please. Girls— now listen to me, girls, I— please!" It was no use, the Crusaders were too frightened to listen to a word she said! Meanwhile, the cockatrice was slowly but surely drawing closer. Then and there, the normally shy pegasus mare knew what she had to do. Clearing her throat, she spoke calmly but sternly. "Girls! Behind me, now!" Luckily for her, this time the three frightened fillies obeyed.

The cockatrice, undeterred and unbothered by this development, just continued to advance on the pony it had in its sights.

The animal loving pegasus mare refused to budge, even as she could feel her body start to turn to stone! She just glared at the cockatrice as hard as she could, all but pressing her face up against it! And while she didn't raise her tone of voice at all, the tone she used made her sound like a mother scolding her child for misbehaving. "You! Just who do you think you are, going around turning others into stone? I'm sorry we disturbed your nest, but that's no reason to be coming after us like this."

The cockatrice let out a dismayed squawk and tried to shrink from Fluttershy's gaze.

Fluttershy refused to let up, she just continued to lecture the cockatrice as she said it. "You oughta be ashamed of yourself! I have half a mind to find your mother and tell her what you've been up to, young man. Now you turn Elizabeek back to normal this instant, and don't ever let me catch you doing this again. Do you understand me?"

To the surprise of the Cutie Mark Crusaders, the cockatrice backed down and obeyed Fluttershy's request. It quickly turned Elizabeek back, and then slithered away with a sorrowful, regretful look on its face. Just like that, the threat it had posed had disappeared all together.

To say that the CMC were impressed by what they had seen would be an understatement. They'd come away with a newfound respect for Fluttershy, and lost any will they might have had not to listen to her.

Meanwhile, Fluttershy trotted over to the fillies in order to reassure them and ask them. "Are you all right, girls?"

Scootaloo nodded quite happily. "Yeah, we're fine!"

"All thanks to that stare of yours." Apple Bloom chimed in.

Sweetie Belle then asked. "Was that 'The Stare' Rarity was talking about earlier?"

The pegasus mare gave a confirming nod. "Yes it is. And it's something I vowed only to use for emergencies, such as this one. It's the one thing I know that can make anything or anyone obey me no matter what," With a giggle and a grin she added. "I guess you could call me 'The Stare Master'."

"Ooh, I like that name!" Apple Bloom excitedly exclaimed!

Scootaloo hesitantly asked. "You're not gonna use it on us, are you?"

"Not as long as you three promise to behave," Fluttershy told the fillies. "That means you have to do what I say. And you have to promise me you will never run away or wander off into the Everfree Forest by yourselves ever again."

"Don't worry, Fluttershy," Sweetie Belle declared. "We'll be good from now on, we promise," And she apologized. "I'm sorry we didn't listen to you earlier, and didn't tell you about the missing chicken until after we'd snuck out of your house."

The animal loving pegasus nodded. "We all make mistakes, girls. I should've known better than to assume I could handle you just because I knew how to care take of animals," A realization then struck her as she began to usher her charges out of the Everfree Forest. "Come to think of it, that sounds like it could make for an excellent report to the princess. I should probably tell it to Twilight tomorrow, after I get you girls safely home, of course."

And Sweetie could only wonder aloud. "I just hope Rarity was able to finish that important order of hers for that important client."

"As long as she remembers not to bite off more than she chew, I'm sure she'll be okay." Fluttershy insisted.

It wasn't long before Fluttershy, the Crusaders, and Elizabeek were all safely out of the Everfree Forest and returning to Fluttershy's cottage. And Fluttershy and the Crusaders agreed not to mention anything about the night's events to Rarity.

Author's Note

So here we are once again. I've been using the Author's Notes section to try to explain myself on these rewrites since at least the second volume. This is an episode that was actually rewritten by RubberBrony as one of only two episodes he rewrote for his own rewrite collection in 2013/2014. He had plans to do more, but he never got around to them and I don't know what became of him or if he left the fandom.

This was the first episode to feature the Cutie Mark Crusaders after Hasbro scrapped their planned spin-off series ("Call of the Cutie" was the intended pilot episode), and suffice it to say the CMC in Season 1 and early Season were really annoying. They are the biggest problem with the episode in its original state, because they repeatedly do stupid things just to try to earn their cutie marks, most of which are not funny. And they have no concern whatsoever for their own safety at any point.

There is also the problem that a lot of Season 1 episodes tend to have, where there's a lot of characters just fooling around and doing things that are at best only loosely related to the plot, and in this episode most of them are the CMC during their attempts to earn their cutie marks. But there's also the weird need to explain the meaning of the phrase "Bitting off more than you can chew", and Fluttershy taking too long to realize that the CMC aren't interested in her preferred activities.

Last but not least is the discovery of Twilight being petrified by the cockatrice. It raises a lot of disturbing implications about what could've happened had Fluttershy not found her, namely over the possibility that Twilight might never have been found otherwise. Even as a way to shoehorn Twilight into the plot to write the friendship lesson at the end, it's a pretty poor way to include her and so I wrote it out.

I wanted the CMC to actually apologize to Fluttershy and show that they are willing to listen to her, whereas the original episode implied it was only because of The Stare that they had any reason to obey her at the end. And I decided to cut out the scene where Twilight sees Fluttershy to reveal that she's going to Zecora's for tea, both because I wasn't going to have Twilight be turned to stone, and because the scene otherwise just tells us what we already know about how Fluttershy is unaware that the CMC will not be easy to foalsit. And I included a nod to my rewrite of Bridle Gossip, which can be found here.

~~Stare Master~~
Pinkie Apple Pie
The Cutie Map, Parts 1 and 2
The Lost Treasure of Griffonstone
Hard to Say Anything (Bonus Chapter)
A Health of Information
Uprooted
The Royal Apologies (The Point of No Return)
The Big Mac Question (Bonus Chapter)