Midnight's Holiday Story

by Midnight Shadows

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Original Character, Comedy
Length: 11749

Midnight and Clover are back and are joined by new faces in this holiday adventure.

Midnight Shadows and Clover Luck are going on holiday to Canterlot! Getting into their foal-ish adventures once more, this time joined by Midnight's colt friend Thunderbolt.

Will it all end in disaster? Of course! Midnights adventures always end like that, what else did you expect?

Rated Mature for physical regression and age play content, and occasional overload of cuteness.....
I've said it before and I'll say it again if you don't like this kind of stuff please leave, I appreciate your creative criticism but don't hate, its just not nice. Thanks in advance!

Cannon characters will appear in this story but not until later so for now I won't tag any more characters.

Published 2012-12-07 11:30:02 UTC
Last updated 2012-12-11 02:56:24 UTC

Chapter 1

A Holiday Adventure
Chapter I
Written By: Midnight Shadows
Edited By: Baristu

Midnight closed the saddlebag and draped it over her foal sized body. She galloped over to Clover who also had a saddlebag draped over her.

“Well look how cute you look Midnight!” Clover said smiling.

“Yeah yeah, I’m cute, I get it, stop cooing at me like I’m an actual foal, at least not until we get outside anyway.” Midnight said.

“Alright, well your friend should be here any minute, so go hide or whatever you were going to do.” Clover said. She had a slight idea of what Midnight was going to do. She’d let Clover invite him in, and then she’d pounce out from behind the sofa onto her colt friend, surprising him.

There was a knock at the door. Clover opened it to reveal a Pegasus Stallion standing outside, he too was wearing saddle bags.

“Hey Clover, I’m ready to go, Also, do you have any idea what this surprise is that Midnight planned for me?” He asked as he stepped into the house.

“She will be out with the surprise in a minute, lets just go sit on the sofa and wait.” Clover suggested. He nodded and sat down on the sofa next to Clover.

“So Thunderbolt, how have you been the past few days?” Clover asked.

“I’ve been good, I haven’t really seen Midnight that much though, I am just glad we’re going to Canterlot together, more time to spend with her you know?” Thunderbolt said.

“Yeah, well, I think you’ll like her surprise.” Clover said.

Suddenly out from behind the sofa jumped a small filly. She jumped up onto Thunderbolt and curled into a ball next to him for warmth.

“Aw, who is this little filly? Is she coming with us to?” Thunder said as he lifted Midnight up and started to pat her on her head.

“What? You don’t recognize your own marefriend?” Midnight said. Thunder almost dropped her when he heard that.

“M-midnight? I-is that you?” He asked.

“Yes, and I’d appreciate being put down now.” She said.

“What, how? I don’t understand, how did you get so small? And where is your cutie mark? And, why are you wearing a diaper?” He asked dumbfounded as he put Midnight down on the sofa next to him.

“Well you know that I like to do certain things, and Clover here found out about it and decided to play along. And this is the result, I am now a filly for the duration of the potion I drank which should last the entire trip to Canterlot and back.” Midnight said as she again curled up into a ball laying next to Thunder for warmth.

“That still doesn’t explain your cutie mark, or the diaper.” He said.

“Well, the last time we went out into public, somepony questioned her cutie mark seeming as she is considerably younger, so this time I gave her a second potion that would temporarily hide her cutie mark to avoid that problem, as for the diaper...” Clover stopped when Midnight interrupted.

“Its a side effect of the potion that turned me into a filly, its there, just in case, sadly, several times, I’ve ended up needing it.” Midnight said.

“Oh, alright, well, that’s all fine but, where do I fit into all of this then? You two seem like you’ve pretty much planned this whole big thing out.” Thunder said.

“That’s part of my little surprise, you get to be a colt.” Midnight said bluntly.

“You want me, to take that potion and be a colt?” He asked.

“Yes.” She responded.

“It won’t like, do anything permanent to me or anything right?” He asked.

“It shouldn’t, Midnight is completely fine and she’s drank the potion a few times already.” Clover said.

“Well, alright then, I’m still a little confused, but, I guess I’ll try this, for you Midnight.” He said.

Clover got up and walked into her kitchen where she picked up a small vial containing a mixture of both the cutie mark hiding potion and the age potion. She gave it to Thunder.

Thunder stared at the potion for a few moments before he drank it all in one gulp. A few moments later he found himself the same size as Midnight.

“Woah, everything is so big now and, wait, my voice!” He yelled.

“Yeah, that’s another side effect.” Midnight said as she pounced on him.

“Midnight play nice.” Clover said going into her ‘motherly’ mode.

“Sorry Mommy” Midnight said as she got off of Thunder.

“Well this is slightly weird, should I call you mommy to Clover? Or what? I’m confused.” He asked.

“Well, you look too different from me for us to be able to pass you off as being my foal, so I’ll just say I’m foalsitting you, Midnight on the other hoof shall act as my daughter.” Clover said.

“Alright, anything else I should know?” He asked.

“You might wanna start talking like a foal so nopony knows you are a big pony.” Midnight said already in her ‘foal’ character.

“One other thing.” Clover said as she lifted up Thunder and carried him off to the nursery.

Midnight patiently waited on the sofa until Clover returned with Thunder on her back, he was now diapered.

“I don’t think I need it, but whatever.” He said with his fore legs crossed.

“I thought the same thing.” Midnight said as she climbed up onto Clover’s back.

“Alright, are my little ponies ready to go then?” Clover asked as she started for the door.

“I’m ready mommy!” Midnight said.

“Uh, yeah, I guess.” Thunder said.

Clover closed the door to her home and flew into the sky heading for the train station. They flew over Ponyville. It was night, most of the ponies were inside enjoying their nice warm homes. Clover, Thunder, and Midnight however were all weathering the cold snow to make it to the train station.

Several minutes of intense flying through the wind and snow tired Clover out so she landed.

“I’m sorry, I can’t fly in this, its to dark and the weather is just too bad.” Clover said.

“It’s alright, night flying isn’t something everypony can do.” Midnight said.

“What she said.” Thunder said referring to Midnight.

Clover sighed and walked the rest of the way to the train station.

When they arrived at the train station they were informed the train had not yet entered the station. They then walked over to the benches and waited.

“It’s cold out tonight.” Clover said as she shivered.

“You think you’re cold? Try being a filly or a colt, we’re freezing.” Midnight said, not even caring that she was out of character even though there were a few other ponies around. She quickly snapped back into character when she received several odd looks.

“Oh I’m sorry my little filly, I think there is a blanket in the bag, let me check.” Clover said as she opened one of her saddle bags to look for a blanket, then she turned back to Midnight and Thunder.

“Aw, look how cute you two look.” Clover said. Midnight had curled up into a ball to try to stay warm and Thunderbolt wrapped himself around her to help her. Midnight yawned and closed her eyes as she drifted off into a nap, Thunder soon after did the same. Clover smiled and draped the blanket over them before she returned to waiting for the train.

The train came screeching into the station scaring both Midnight and Thunder, they woke instantly.

“What was that!?” Midnight yelled.

“It was just the train Midnight, calm down, you’re fine.” Clover said as she reached a hoof over to pat Midnight on the head.

“Oh *Yawn* Alright Mommy” Midnight said as she stood up and stretched. Thunder stood up and looked around.

“Huh? What?” He said disoriented from his nap.

“Come on you two, we don’t want to miss the train.” Clover said as the two foals climbed onto her back. Clover proceeded to enter the train car. There were several small cabins inside the train car, each holding a bunk bed and a small table.

“Here we are.” Clover said as she lit the candle in the room. “This is our cabin while we ride on the train, it’s going to take all night to get to Canterlot so you two should just rest, I took the liberty of getting tickets for a room that had a crib in it so you two would have someplace safe to sleep.” Clover said.

“Thank you mommy!” Midnight said smiling.

“A crib?” Thunder asked.

“Well, we wouldn’t want little colt falling out of bed now would we?” Clover said. Thunder thought about responding but decided against it.

“Alright, before I put you two to bed do either of you need to be changed?” Clover asked.

Both of them shook their heads and Clover promptly lifted them each into the crib and put the blanket over them.

“Good Night my little ponies, sweet dreams.” Clover said as she blew out the candle and climbed into her own bed.

****

Midnight woke in the morning to the sound of Clover going through her bag. She lifted her head and looked over.

Clover looked up and saw Midnight. “Oh hi, did my little filly sleep well?” Clover asked.

“Like a foal!” Midnight cheered forgetting the fact that Thunder was still sound asleep next to her.

“Ugh, What time is it?” Thunder moaned as he reached for a pillow and put it over his head.

“Time to wake up.” Clover said as she reached into the crib pulling the pillow off of Thunder’s head. He moaned some more then opened his eyes startled for a moment before he remembered the events of yesterday.

Midnight sat in bed and looked down at the blanket and blushed. She didn’t want to say anything in front of her colt friend about what she had done while she was asleep. Clover took note of the desperate look on Midnight’s face.

“What’s wrong Midnight?” She asked.

“I, um, Well.” Midnight stopped and blushed even more as she continued to look down.

“Midnight, did you have an accident while you were asleep?” Clover asked. Midnight nodded her head.

Thunder looked over at Midnight. “You didn’t?” He said.

Midnight simply nodded and threw the blanket off of her revealing her wet diaper.

Thunder simply brought one of his hooves to his face. “You actually used your diaper?” He asked.

Midnight looked away from him embarrassed.

“Now Thunder, be nice, she can’t control it when under the influence of the potion.” Clover said as she lifted Midnight out of the crib and onto the changing mat she had placed on the floor.

Thunder opened his mouth to speak, but then he thought for a moment. He stood up. “Wait, wait, wait, the potion does this? I drank that potion! I’m not going to-” He paused when he felt his diaper filling with the remnants of what he last ate.

“Yes.” Clover said as she began to change Midnight.

“Midnight, this is gross! How do you do this?” Thunder asked as he fidgeted trying to get into a comfortable position.

“It’s just part of it, you can’t really control it, I’m sorry, I didn’t mean to, after this is all over I’ll understand if you-”

“Only for you Midnight.” Thunder said as he finally found a position to stand in that wouldn’t remind him of what he had just done.

“What?” Midnight asked.

“Only for you, but, after this, you owe me.” He said.

Clover had just tapped up the new diaper and let Midnight stand up.

“Alright, and now to change the colt.” Clover said.

Thunder stepped back slightly as Clover reached in to pick him up but he sighed realizing there was nothing he could really do.

Clover quickly cleaned Thunder and removed the dirty diaper but when she went to re-diaper him she stopped as she looked through her bag.

“Um, Thunder...I seem to have only packed diapers for Midnight.” Clover said.

“Well, what’s wrong with that, a diaper is a diaper....” Thunder said.

“Well, you see, the type of diaper Midnight is wearing, have pink frills on the ends.” Clover said as she pulled out a clean diaper.

Thunder simply glared over at Midnight. She quickly looked down at the ground after seeing the glare.

“Fine...but when we get to Canterlot you’d better buy some new diapers or something.” Thunder said. Clover nodded and proceeded to finish changing him.

The two foals were now standing next to each other on the floor as Clover disposed of the diapers and wipes.

“You know Midnight, you’re a cute little filly.” Thunder said teasingly as he nudged her with a hoof.

“Well so are you.” Midnight teased referencing the filly diapers.

“Hey! That’s not funny!” Thunder yelled.

Midnight giggled to herself. “Yes it is.”

Thunder blushed profusely before he decided to pounce on Midnight. He pinned her down and started to tickle her.

“He-Hey!” Midnight said giggling. “Th-that’s not f-fair!” She said.

“Oh, and what are you gonna do about it?” Thunder said as he continued to tickle Midnight.

“S-stop it!” Midnight yelled.

Clover turned around and saw the two of them in their little tickle war.

“Alright you two that’s enough roughhousing. You may be thinking like a big pony but your bodies right now are fragile, we wouldn’t want to hurt something would we?” Clover said as she pulled them apart.

“Geez Thunder were you trying to make me have another accident?” Midnight asked trying to get her breathing back under control..

“Well you started it!” Thunder said as he started to take on his role as a colt.

“Nu-uh!” Midnight said.

“Ya-hu!” Thunder responded.

They both stopped when Clover grabbed both of them and started to tickle them. They both started to giggle wildly.

“H-hey!” Midnight yelled.

“C-cut it out!” Thunder said.

Clover ignored their cries and continued to tickle them until they started to lose their breath.

“Alright that's enough tickling for now, and it seems like we are arriving at the station anyway.” Clover said as she helped them up. She then put her saddle bag on and helped Midnight and Thunder put theirs on.

“Alright climb on my little ponies!” Clover said as the two foals climbed onto her back.

“First stop, the store.” Thunder said as the three left the train.

The three ponies walked through the train station and eventually did find a store.

Clover entered the shop, both foals on her back still. She started to look around. The store was relatively void of shoppers, it being Hearths Warming Eve tonight and all.

She walked around trying to find what she was looking for when she found the foal aisle.

“Oh good, maybe we can find some diapers for the little colt.” Clover said smiling as she walked down the aisle. She had finally found what she was looking for. There was one problem however.

Clover searched through the packs of diapers on the shelf, pushing some aside to look at the very back of the shelves, even going as far as to completely unshelving one of the shelves.

“Well, Thunder, we have a problem... and you aren’t going to like it.” Clover said with a sigh.

“What’s the problem?” He asked, up until now he and Midnight had been content playing the ‘I’m not touching you’ game on Clovers back.

“Well, you see, they only have diapers for fillies, I’m sorry Thunder.” Clover said.

Midnight giggled to herself. “Well maybe Thunder can play filly then, he’d make a cute little filly.” She teased.

“Hey!” He said blushing embarrassed. “I’m Not A Filly!”

“Then why are you wearing a pink diaper, little filly!” Midnight teased, again giggling to herself.

“That’s not fair!” He said angrily.

“Well, Thunder you have two choices, you can be a colt for the rest of the trip and get strange stares and everything from other ponies, or you can play filly and at least then nopony will think anything of it.” Clover said as she picked up a pack of the filly diapers, some powder, and other foal items and then started to walk to the check out.

Thunder thought for a moment, he didn’t want to be humiliated like that, and if playing a filly was the best way to avoid being humiliated...

“Fine, I’ll play filly, but Midnight, when we get home you’ll-” He was cut off by a hoof.

“Not here! Foals! Remember!” Midnight said as she shoved a hoof in his mouth knowing exactly what he was going to say.

“Well good, then when we get to the hotel room we can style your mane up like a filly then, we’ll also need to come up with a filly name for you, Thunderbolt is too much a colts name.” Clover said as she made her way to the checkout.

She was the only pony in line and she put the items on the table at the checkout. The cashier started to add up the price of all of the items Clover wanted to buy when she stopped.

“Aww, what cute little fillies you have.” The unicorn mare said.

“Why thank you, they are just adorable aren’t they.” Clover said.

Midnight looked at the Cashier and smiled making herself look cute sucking up all of the attention.

“Aw, she’s so adorable, do you mind?” The mare asked.

“Not at all.” Clover said as Midnight was enveloped in the mares magic and lifted over to her. She held Midnight in her fore hooves. Midnight tried to act as cute as she possibly could so she cuddled up in the mares forelegs, she yawned and closed her eyes.

“Aw, I think she likes you.” Clover said smiling.

The mare cooed at Midnight for a few moments. Midnight was enjoying every moment of the attention. She yawned again making a cute high pitched noise as she started to fall asleep. To her, there was something about being held by another pony in this way that just made her want to curl up and fall asleep.

“Oh, I think she fell asleep.” The mare said.

“That’s alright, she’s an energetic little one, sleep won’t do her any harm.” Clover said. The mare levitated a now sleeping Midnight back over to Clover. Clover picked up Midnight in her forelegs and flapped her wings causing her to hover so she could carry Midnight.

The entire time Midnight was soaking up the attention, Thunder was trying to hide himself to the point where he laid down on Clover’s back and covered his head with his wings.

“Aw, it looks like she is scared.” The mare said in reference to Thunder.

“She’s just shy.” Clover said. She was timid about using the word ‘she’ for thunder as he had just decided that’s what he was going to do.

“Aw, its ok little filly, I won’t hurt you.” The mare said as she reached a hoof out to pat Thunder on his head.

Thunder looked out between the feathers of the wing that was covering his face. He quickly closed the hole between the feathers when his eyes met the cashiers. He was soon enveloped in her magic as he was lifted over to her forelegs.

“Hey there, don’t be shy, I’m not going to hurt you.” The mare said as she held Thunder. Thunder opened his eyes and was met with the eyes of the mare.

“Don’t be shy or scared little filly, I’m not going to hurt you.” She said again as she gently started to rock him back and forth. He was nervous, what if she found out he was a colt? He then brought his tail up between his legs in a vain and unnecessary attempt to try to hide the fact that he was a colt.

The mare cooed at him as she brought one of her fore hooves to his chest and tickled it a little bit getting him to giggle slightly.

“See, you’re safe, you don’t have to be shy.” She said as she continued to tickle his chest. “You like that don’t you.” She paused as she stopped ticking his chest. “I wish I could remember when I was her age, not a care in the world, Getting all of the attention.” She said. She looked down at Thunder who had now relaxed to a point where he wasn’t covering his face, he still had his tail up though.

“See isn’t that better, you’re a cute little filly, I bet you’re going to grow up and be a pretty mare.” She said before levitating Thunder back to Clover. Clover picked up Thunder in her other foreleg and she started rocking him back and forth trying to get him to sleep just like Midnight was.

“Oh, I don’t seem to have a free hoof now, do you mind?” Clover asked.

The mare used her magic to put all of the items Clover purchased into the saddlebag on Clover’s back.

The mare bid them a farewell as they left the store.

“Are you hungry Thunder?” Clover asked. His stomach responded for him.

“I’ll take that as a yes, we can wake Midnight up when we find a place to eat, you can try to nap too if you want.” Clover said as she looked for a place to eat.

Thunder nodded and closed his eyes trying to sleep. He eventually managed to doze off into a peaceful nap.

Clover hovered through the city not able to land because she was carrying both foals in her forelegs. Eventually she spotted a small diner that looked like it would provide the perfect place for breakfast. She quickly floated over to it and made her way inside away from the cold streets of Canterlot.

As she entered she was greeted by the smells of freshly made food and a unicorn mare escorted them to a table next to a window. Clover sat down and spoke.

“Time to wake up my little fillies.” She said quietly. Thunder opened his eyes instantly having not been fully asleep yet. Midnight on the other hoof opened one eye slightly, stretched her forelegs and tried to roll over.

“Wake up now Midnight.” Clover said a little bit louder. Midnight’s ears fluttered a bit and she opened her eyes. She was greeted with the sight of Clover holding her, she took a moment to scan the area she was now in before speaking.

“Hi mommy!” Midnight said as she stretched her forelegs once again.

Clover set Midnight and Thunder down on the bench.

“Um, mommy, I’m too short to reach the table.” Midnight said.

“Oh silly me.” Clover said as she signaled a waiter. “Can you get us two booster seats please?” Clover asked.

The waiter nodded and returned several moments later with two pink booster seats.

Clover thanked the waiter and set up the booster seats before helping Midnight and Thunder into them.

“Alright, what do you two want for breakfast?” Clover asked as she looked at the menu.

“I don’t have a menu” Thunder said.

“Of course not, you can’t read yet you silly little filly.” Clover said.

Thunder sighed then spoke. “What can we get?” He asked.

“Well it looks like hay pancakes, they even come in shapes!” Clover said.

“Oh I want that mommy!” Midnight cheered.

“I guess I’ll have that to.” Thunder said.

“The drinks listed for the little fillies are milk and juice, and you certainly don’t need juice, you’re already too energetic.” Clover said.

“I’ll have coffee.” Thunder said bluntly.

“Oh you silly little filly, fillies can’t have coffee! That's a big pony drink.” Clover said.

Thunder cringed, without his morning coffee... you just don’t want to go there.

The waiter came back and asked for their order.

“Well, for the fillies the hay pancakes that come in the shapes, and a bottle of milk for both of them, and I’ll just have a regular hay pancake and some coffee.”

The waiter nodded and left returning a few moments later with their drinks.

“Thank you.” Clover said as she put the bottles within hoofs reach of Midnight and Thunder. She then took a sip of her coffee.

Thunder glared at her for a moment before attempting to pick up his bottle, failing. Clover observed this and spoke. “Does the little filly need some help?” She asked.

Midnight giggled as she set her bottle back down, drinking out of it with no problem.

Thunder reluctantly nodded at Clover and sighed. Clover lifted him up and also lifted up the bottle and she helped him drink from it.

At this point the waiter returned to the table levitating three plates of food. She lowered Clovers dish in front of her and then lowered the other two dishes in front of Midnight and Thunder.

“Two hay pancakes for the mare and one flower shaped pancake each for both little fillies.” The mare said.

Clover thanked the mare and she left.

“Alright, time to eat, You two had better not make a mess.” Clover said as she proceeded to eat her meal.

Midnight had also started to dig into her meal. Thunder looked at it and words were ringing in his head. Every pony was calling him her, and she, and little filly, it was starting to get to him. He looked down at the pancake and stared at it for a moment. He took a several bites from it before he stopped. He pushed his plate away slightly and opened his mouth to speak.

The waiter mare suddenly approached not giving Thunder the time to speak.

“Sorry I couldn’t get to this earlier, we are swamped because of Hearths Warming Eve, but I have something for the two little fillies.” The mare said with a smile as she levitated a box of crayons and two pieces of paper. The papers had ballerina mares on them. Midnight had just finished eating when the paper landed in front of her. She smiled and opened the crayon box and started to color the picture.

“Oh thank you.” Clover said to the mare.

“Is there anything I can get you?” She asked.

“No, thank you.” Clover responded before the mare left again.

Thunder had had enough. He threw the paper away and it landed right in front of him where it started.

Clover looked over to Thunder who was appearing to throw a temper tantrum.

“I think somepony needs a nap.” Clover said as she lifted Thunder out of his booster seat.

“I’m fine!” He said as he tried to free himself from Clover’s hold.

“Shhh, quiet down little filly, everything is fine, calm down.” Clover said as she started to rock him back and forth.

He struggled to free himself again, he wasn’t going to fall asleep that easily.

Clover then reached into her saddlebag and pulled out a pacifier and put it in his mouth. At first he tried to spit it out but he eventually started to suck on it. His movements began to slow and he started to close his eyes.

“There there, go to sleep little filly, that's right.” Clover said as Thunder fell asleep in her forelegs.

“Midnight, I think we might want to go to the hotel, something isn’t right here.” Clover whispered to Midnight. She nodded and picked up her things. Clover left enough bits plus a tip on the table for the waiter and Midnight hopped onto Clover’s back.

As soon as they left the restaurant Clover lept into the air and flew fast to their hotel. They arrived and entered the door to the main lobby, luckily for them it was quiet. Clover had made arrangements prior to coming to Canterlot so she went straight to the room.

She opened the door revealing a small room. There was one bed, a crib, a changing table, a regular table with three chairs, and several paintings. There was also one door that lead to a bathroom. It was a small hotel room, but it accommodated them quite nicely.

Clover closed the door and laid Thunder down in the crib. She took off her saddlebag and set it on the table as well as Midnight’s and Thunder’s saddle bags.

Midnight leaped off of Clovers back onto the bed and laid down on one of the pillows and yawned.

“Don’t do that Midnight, I might need you.” Clover said noticing Midnight starting to doze off.

“Relax, I’m fine.” She said releasing another yawn.

Clover rolled her eyes and started to look through her saddlebag. Eventually she found what she had been looking for, the potion bottle.

“Oh no.” She thought aloud.

“What?” Midnight asked.

“Well, I just reread the label on the bottle, its for mares only, if a stallion drinks it, it can cause side effects, it says the side effects aren’t life threatening but it doesn’t list what they are.” Clover said.

“Wait, so that temper tantrum Thunder had was because of the potion?” Midnight asked.

“It seems so, also, I found it odd that he had that accident this morning without knowing it was going to happen, with you Midnight, you always seem to know ahead of time, or moments before you do it, he didn’t seem to know at all.” Clover said.

“Yeah that was odd.” Midnight responded.

“The only explanation I can come up with is that, when I read the booklet at home, that I probably should have brought with me, it said it regresses the body physically to the state it was in when the user was around the age of two, now the next part I read is why you are in a diaper.” Clover paused. “It said that it is a total regression physically and if the user hasn’t been potty trained until after the age of two, well, that spells out the consequences.” Clover explained.

“That could explain why he had his accident, but, what about me? I seem to know when I’m going to go but I still don’t have control over it.” Midnight said.

“Well you were probably in the early stages of potty training at the age the potion regressed you to.” Clover said.

“So, is Thunder going to be ok?” Midnight asked.

“He should, he just might be a bit strange until the potion wears off in three days.” Clover said.

Both of them stopped when a quiet sniffling sound could be heard. Clover went to the crib to find Thunder awake.

“What’s wrong thunder?” She asked, completely dropping the act of being a mother.

“I-I think I might have possibly had an accident.” He said sobbing to himself.

“Oh, well, I’ll fix you right up don’t worry.” Clover said as she lifted him out of the crib and placed him on the changing table. She was wrestling with her mind if she should tell him or not.

“I-I think its breakfast...” He said trailing off.

Clover got the changing supplies and returned to the table. “Probably, your foal body will process food much faster than an adult body.” Clover said.

Clover started to untape the diaper when she stopped.

“Thunderbolt” Clover said shocked, using his full name.

“W-what?” He asked still slightly crying.

“Look down.” She said. He was confused, but when he looked to his lower half he nearly screamed.

“W-What, I, What!?” He said.

Midnight couldn’t see anything from the bed so she stood up and walked over to the changing table. She climbed up using the handles of the doors below the tabletop, when she got to the top she froze.

“I think I know what one of the side effects is now.” Clover said, thinking out loud.

Midnight, now over her initial shock started to giggle. “You really are just a little filly now.” She said, bursting out into laughter.

“Uh, Midnight, do you see- not see what I’m seeing.” Clover asked.

“Now Clover, that depends, I’m seeing a filly who used to be a colt but he drank a potion and it took away his colt parts and gave her filly parts.” Midnight said as she continued to laugh.

“You Knew This Was Going To Happen!?” He yelled at Midnight.

“No, we only found out after Clover opened your diaper.” Midnight said. “Speaking of, Clover you might want to finish changing hi-her, he-she’s just kinda laying there in that mess, it can’t be good for hi-her fir.” Midnight said trying to contain her laughter.

“You owe me so much after this Midnight.” He said as Clover started to change him again.

“Whatever you say little filly.” Midnight said as she fell onto her back she was laughing so hard.

“Now Midnight, that's enough, can’t you see, he, um, she has been through enough for one day?” Clover said as she finished taping up the new diaper on Thunder.

“Hey!” Thunder said in response to the ‘she’ comment.

“Sorry Thunder, but its, kinda the truth.” Clover said as she disposed of the dirty diaper and then helped him off of the changing table.

He sighed. “Well, there is one good thing here.”

“What’s that?” Midnight asked, her interest peaked.

“I can tease you for being a fillyfooler now.” He said as he started to laugh to himself.

Midnight blushed profusely.

“You’re never going to let me get on with that are you?” She asked.

“Nope.” He said.

“It was dark! And it was a college party! And I thought it was you!” Midnight snapped.

“Well, you still kissed Clover, and from what I saw, it was a pretty intense kiss.”

Hearing this Clover turned around. “Hey! I had had a lot of Cider that night!” Clover said in defense.

“Yeah yeah, whatever you say.” Thunder said.

There was silence for a few moments before Clover spoke up.

“Well since we can’t do anything about your little problem Thunder, we are going to have to try our best to help you be a filly until the potion wears off.” Clover said.

Thunder sighed and nodded.

“Well, first we will need to change your mane and tail, they aren’t very filly-like.” Clover said.

“I can probably help with that.” Midnight said walking over to Thunder inspecting his mane.

“And we are going to need a new name for you while we are out, how do you feel about the name Star Shine?” Clover asked.

Thunder blushed and nodded.

“Alright, now, lets get you a makeover.” Clover said as she and Midnight started to work on Thun-Star Shine’s mane and tail.

Midnight and Clover started to brush Thunder’s mane making it appear longer. The brush tugged on his mane as if he never took care of it.

“Ow!” He yelled. “That’s my mane! That hurts!” He said.

“Sorry, but it needs to be done.” Clover said as she brushed out another knot in his mane.

“But it hurts!” He said in a very foalish tone.

“I know sweetie but I’m almost done.” Clover said as she finally finished brushing his mane.

“Hmm, it needs something.” Midnight said as she walked a circle around him. She walked over to Clover’s saddlebag and her head disappeared for a moment. Her head reappeared and in her mouth were two ribbons.

“One for eath oph da ears” Midnight said through the ribbons.

“Perfect Midnight!” Clover said as she tied the ribbons in Thunder’s mane. She now looked like a filly with the exception of his tail looking very messy and untamed.

“We need to do something about your tail.” Clover said as she examined it. “A good little filly always keeps her tail tame.” She said smiling. Midnight returned to the saddlebag digging out another ribbon.

“Oh that would look just adorable.” Clover said as she tied the ribbon into Thunder’s tail.

Clover and Midnight stepped back to observer their work. In front of them stood a white coated pegasus filly with two matching pink ribbons in her yellow mane and a pink ribbon tied in her yellow tail. She was also wearing a diaper that had pink frills on it among other pink designs.

Clover lifted Thunder and carried him to the bathroom where she set him on the small area next to the sink in front of a mirror.

“I look...” He paused. “Not as bad as I thought I would.” He said.

“Well, you are just a little filly after all.” Midnight said as she again burst into laughter.

Thunder blushed. “But I still look like a stupid filly!” He quickly retorted.

“Yeah, whatever you say Star Shine.” Midnight said as she trotted back to the center of the room and picked up the brush in her mouth.

Clover lifted Thunder up and placed him on the floor and then she walked back to the main part of the room.

Midnight looked up at Clover with the brush in her mouth and she made her eyes as big as she could.

“You want a makeover to don’t you my little filly?” Clover asked.

Midnight nodded her head.

“Oh alright.” Clover said as she sat down next to Midnight and started to brush her mane.

“Hey! How come its not hurting her like it hurt me!” Thunder shouted.

“It is hurting me, I just have more tolerance because I do this everyday when I wake up.” Midnight said as she smiled happily enjoying her mane being brushed for her.

“Well if I have to wear these stupid ribbons so does Midnight.” Thunder protested.

Clover looked down at Midnight who was alright looking up at her smiling.

“It looks like Midnight wants to have ribbons in her mane.” Clover said as she reached into the saddlebag pulling out a purple ribbon. She delicately tied it in Midnight’s mane. when she was finished she let Midnight stand up.

“There we are, my two little fillies.” Clover said smiling.

“Well now what?” Thunder asked.

“Well, time to go shopping for my two little fillies, we can’t have you attending a Canterlot performance without proper wear.” Clover said.

Midnight stood up and smiled.

“Define wear.” Thunder said.

“She’s gonna buy us prettyful dresses!” Midnight said as she started to go back into her foal character.

Thunder brought her hoof to her face then she sat down. “This day, I don’t even.” She said as she was suddenly lifted into a stroller. Midnight was promptly lifted into the same stroller. Clover quickly locked them in and put her saddle bag on and proceeded to push the stroller out of the hotel.

They passed the lobby and Midnight and Thunder received several “aww” and “D’awww” from passing ponies. One pony even commented on how Clover “Had such cute fillies.”

Thunder simply tried to close her eyes and rest for the trip while Midnight on the other hoof was trying to soak up all of the attention being as cute as she could.

Clover pushed the stroller down the streets of Canterlot before she was stopped by Midnight.

“M-mommy. I-I’m c-c-cold!” Midnight said as she shivered.

“Oh, Good thing I brought a blanket.” Clover said as she reached into her saddlebag and draped the blanket over both fillies.

“Thank you Mommy! Much better!” Midnight said as she snuggled up in the blanket. By this point it had started to snow and it was rather cold out. Midnight in her attempt to get warm snuggled up close next to Thunder before she drifted off to sleep.

Thunder woke to the sound of Clover speaking.

“Yes, two dresses, one for both fillies.” Clover said.

“Well I’m sure we can fetch something for you.” A stallion said.

“Thank you.” Clover said as she turned around to see Thunder waking up.

“Welcome Back Sleepyhead.” Clover said.

“Where are we?” Thunder asked.

“We are at a dress shop so we can get a nice dress for you Star Shine, and Midnight of course.” Clover said.

Thunder stopped to think for a moment. “Who’s-” She stopped when she remembered that Star Shine was going to be her name during the trip. “Oh, well shouldn’t we wake Midnight up?” She asked.

“Yes, if you could please.” Clover said as the stallion returned with some dresses.

Star Shine turned to find Midnight was resting rather close to her.

“Midnight, wake up.” She said as she tapped Midnight with a hoof.

Midnight moaned slightly and continued to sleep.

“Midnight! wake up!” Star Shine said again, this time shaking Midnight.

Midnight jolted awake, eyes opening suddenly as she looked around. “Huh, I’m awake, I’m awake!” She said fearing being shaken by Star Shine again.

“Good, Clover said to wake you up, we’re getting the dresses now.” She said, cringing at the word dresses.

“Oh alright.” Midnight said as she looked around the room.

Clover returned to the stroller and started to push it to the changing rooms. Once they arrived Clover pushed the stroller into one of the rooms.

“Alright you two, time to try on some dresses, the shop worker assured me these were some of the prettiest filly dresses they had so don’t do anything to them.” Clover said as she let Midnight and Star Shine out of the stroller.

“Ok mommy!” Midnight cheered, eager to try on the dresses.

“Yeah, sure, whatever.” Star Shine said, she wasn’t very eager.

Clover picked up the first dress, it was a nice color and matched Midnight’s coat color to some extent.

“Here try this one on Midnight.” Clover said as she put the dress next to Midnight. Midnight pulled the dress up over her trying to get it in place. She struggled a bit with the saddle part of the dress as it was hard for her to thread her wings through the holes. Clover noticed this and helped a little bit.

Midnight, now content she had the dress on right looked into the mirror on the wall. She smiled. “Oh wow! This looks really pretty! I like this one!” She cheered smiling.

“Well I’m glad, that means Star can try on all of the other ones.” Clover said.

Star looked over to Midnight and glared. “Thanks Midnight.” She said.

“You’re welcome!” Midnight cheered as she giggled to herself.

Clover had a stack of dresses in a pile that she picked from. Star was mortified as she saw the dress, to the point of wetting herself. Her face flushed and her cheeks turned red as she realized what was happening. “Uh, I uh, well that felt awkward.” Star said as she referenced the new feeling.

“What’s wrong star?” Clover asked.

“I think I may have just possibly had an accident there.” She said.

“Yeah what’s awkward about that?” Midnight asked completely oblivious as she admired herself in her new dress.

Star didn’t respond, instead she blushed some more and turned away from Midnight.

“Ah, its a new feeling for her remember Midnight, only a few hours ago it was different for ‘her’.” Clover explained.

“Oh, I see.” Midnight paused and walked over to Star. “Would it make you feel better if I had an accident?” She asked.

Star looked at Midnight. “Yeah, like you’d just have an accident on purpose.” She said.

Midnight looked away as if she was in extreme concentration, a few moments later she was joined by a hissing sound that lasted for a few moments before her eyes went wide and her cheeks turned red.

“I, um, didn’t mean to do that kind of accident.” Midnight said embarrassed.

“Wha- oh wow Midnight, that's just gross.” Star said as she backed away bringing her hoof to her nose.

“Oh great Midnight now I have to buy that dress.” Clover said.

“Weren’t you already going to?” Midnight asked.

“Well yes but that's a very expensive, it was on sale but if you do anything to it before you actually buy it you have to pay full price, and even though you are wearing a diaper and didn’t get anything on the dress, the Canterlot ponies are very....odd about it.” Clover explained.

“Oh, I’m sorry Mommy, I didn’t know, I’m sorry.” Midnight said as she sat down, tears in her eyes that she upset her mommy.

“Oh Midnight it’s ok, just next time be more careful.” Clover said rushing over to Midnight picking her up with her fore hooves cradling her.

“B-but its not ok! It’s bad! I’m so sorry mommy!” Midnight said as she buried her face in Clover’s chest as she cried.

“Shhh, its ok, its ok Midnight, calm down, mommies here.” Clover said as she started to rock Midnight back and forth. Midnight started to calm down as her crying subsided.

“It’s fine Midnight, but I can’t change you right now so go stand over there or something while I help Star find a dress.” Clover said as she set Midnight down on the floor.

“Alright mommy.” Midnight said as she scurried back over to the mirror to admire her dress, making sure to keep herself facing the mirror so she wouldn’t see her accident.

Clover had Star try on several dresses before she found one that she thought might really look good on Star.

“Here try this one on Star.” Clover said as she put a dress next to Star.

“I’ve tried five dresses on already, can’t we just go?” Star asked.

“No, just try this last one on ok?” Clover said.

“Fine, but after this we leave so you can change me and Midnight.” Star said.

“Alright.” Clover said as she helped Star get into the dress.

When she finished getting into the dress Star looked into the mirror. The dress was a pretty yellow that complemented her mane. There was a small area in the dress that was a glittery see through magic that would show off the cutie mark is Star had had one to show off. The back was a saddle adorned with flowers. It was the most frilly dress she had tried on.

“No.” She said.

“But you look so adorable-” Clover said getting cut off again.

“No.” She said again.

“Can’t you at least give it a try?” Clover asked.

Star paused for a moment as she looked at herself in the mirror. Clover was right about one thing, Star did look very nice in the dress, and she realized it. Star tilted her head giving a slight smile as she looked into the mirror.

“I guess it is rather nice.” Star said, then it clicked in her mind what she was doing and she quickly shut out the thoughts. “For a filly I mean.” She said.

“Alright, well lets go check out then get you two changed and we can relax at the hotel until the play tonight at the theater.” Clover said. Both fillies nodded and they proceeded to the checkout where things went very smoothly aside from the fact that Clover had to pay full price for Midnight’s dress.

The night ahead was something that would probably end in disaster, but then, what didn’t for Midnight?

Chapter 2

A Holiday Adventure
Chapter II

Written By: Midnight Shadows
Edited By: Baristu

Clover pushed the stroller containing both Star and Midnight down the cold streets of Canterlot. It was now late in the afternoon and the snow had started to fall even more fiercely than it had been before.

“You still didn’t have to go mess yourself.” Star said angrily.

“I Was Trying To Make You Feel Better!” Midnight yelled.

“Yes and now I have to sit next to a pony who badly needs a change, and worse off I have to share a blanket with you.” Star said as she pulled the blanket tighter around herself trying to get warm.

“Stop fighting you two, it’s no pony’s fault that Midnight had an accident.” Clover scolded.

“Sorry.” They both said in unison.

“Still didn’t have to mess yourself.” Star mumbled.

“What was that?” Clover asked.

“Nothing, nothing.” Star said.

A few more moments passed before the hotel came into view. The hotel itself was a large stone and wood building designed to fit directly in with the buildings around it. It was by far the largest building, almost resembling the palace. Then again it was called the Palace Hotel.

As Clover pushed the stroller through the door to the lobby the warm rush of air was a welcome feeling in contrast to the frigid cold they had just emerged from.

The stroller made a quiet drone as it rolled across the wooden floor to their hotel room. Clover used a magic key in the lock and the door opened. She pushed the stroller into the room and closed the door behind her.

“Alright, I’ll change you two, then baths, then dresses, then we will be off to the theater, sound good?” Clover asked.

“Baths!?” Both Star and Midnight said in unison.

“You don’t really want to go to a fancy theater smelling like that do you?” Clover said.

Both fillies took a moment to smell themselves, scrunching up their noses in the process.

“Ew! What is that smell?” Star asked.

“That would be the product of your accidents throughout the day, that and Midnight.” Clover said as she unstrapped Star from the stroller setting her on the floor. She then moved on to unstrapping Midnight.

“Thanks Midnight...” Star said as she sat down waiting for Clover to prepare her for her bath.

“It’s Not My Fault!” Midnight yelled, at this point she was on the verge of tears.

“Come on Star, you know that’s not fair to Midnight, she was only trying to make you feel better.” Clover said as she lifted both Midnight and Star up carrying them off to the bathroom.

The bathroom was small but luxurious. There was a double sink vanity made with a marble top and a mirror behind it. There was a toilet at the end of the room and a large tub opposite to the vanity. It had several magically controlled water jets. The walls were a beautiful gold finished wall paper with marble floor tiles that magically changed temperature to provide maximum comfort to the pony in the room.

Clover started the water for the bathtub and left the room quickly returning with a bottle of bubble bath soap. Midnight and Star stood watching Clover.

“Clover when are you going to change me?” Midnight asked, she was starting to get uncomfortable.

“I’ll clean you up in the bath then put you in a fresh diaper.” Clover said as she lifted Midnight and removed her diaper cleaning her a little bit before putting her in the tub. She did the same for Star.

“We have to share the bath?” Star said thinking how awkward this was.

“Yes, otherwise we won’t make it to the play on time.” Clover said as she started to scrub Midnight’s back.

Midnight stood enjoying her back being scrubbed. “That feels really good mommy!” Midnight exclaimed.

Clover moved to Midnight’s wings, at this point Midnight started to giggle.

“Some pony has ticklish wings.” Clover said as she continued to scrub Midnight’s wings.

“N-no I d-don’t!” Midnight said giggling.

“Its alright my little filly, I won’t tickle you.” Clover said as she moved on to Midnight’s mane and tail. Soon after she finished with Midnight and moved onto Star following the same pattern before she stopped and spoke. “Well, I’m going to let you two scrub the rest of your bodies down as it would be awkward if I did it. I’m going to go put my dress on and then come back in for you two, just yell for me when you are finished.” Clover said as she walked out of the room.

Midnight quickly cleaned herself and then started to play with the bubbles from the bubble bath while she waited for Clover to come back. Star on the other hoof wasn’t sure how to proceed.

“Why aren’t you cleaning yourself Star? Clover might get mad.” Midnight said as she continued to play with the bubbles.

“I, um, well, I’ve never had these parts before, I don’t know, um, how.” Star said.

“That’s silly, you’re a silly pony Star, its simple, just, do it like you would under your wings or something.” Midnight said as she lifted her hooves off of the bottom of the tub and started to float in the water.

“It’s just awkward.” Star said still just standing there with a desperate look on her face. Midnight noticed this look.

“No, NO, I’m not going to, no, just no.” She said before Star looked at her with the biggest eyes she could make.

“Not going to happen.” Midnight paused. “Oh fine, just...never speak of this to anypony.” She said.

“Even if I wanted to...” Star said turning herself so Midnight could help.

Midnight started the process of cleaning Star when Star turned her head to look at Midnight.

“Ah!! Whatever you just did, either felt really wrong or really good, but I think it was really wrong!” Star said, face red as it possibly could get.

Midnight started to talk... “All I did was start to clean your-” ...Before Star interrupted preventing Midnight from saying an unpleasant word.

“It Felt Wrong! Hooves Shouldn’t Go There!” Star said.

“Do you want to be clean or not?” Midnight asked.

“Well yes but-”

“Then suck it up and be a stallion! Oh wait, you can’t.” Midnight teased.

“Fine, just, finish.” Star said as she closed her eyes. Midnight returned to cleaning before she was interrupted again.

“Alright, you’re done.” Star said.

“Oh come on! I wasn’t even near anything that time!” Midnight yelled.

“No but I could feel your breath, To Close!” Star said.

“If we were back home right now you wouldn’t be having this much of a problem with this.” Midnight said.

“Yes well, this isn’t normal.” Star said.

“I’m finishing weather you like it or not.” Midnight said as she continued to clean Star.

“Fine.” Star pouted.

It was at this point that Clover returned to the room.

“What the hay! What are you two doing!” Clover yelled.

Midnight’s head appeared from behind Star. “This Isn’t What It Looks Like!” She said frantically.

“Then what is it? It certainly looked like you were feeling up poor Star.” Clover said.

“Well, you see, Clover, I um, I didn’t exactly know how to clean that part of me....so I asked Midnight and, well, you walked in at an awkward time.” Star explained.

“Well then...um, finish, I guess...” Clover said as she turned away. “Tell me when you’re finished.”

“Alright.” Midnight said as she finished cleaning Star. A few moments later they had hopped out of the tub and Clover was now helping them dry off.

“That was awkward.” Star said as Clover finished drying her off.

“I’ll say.” Midnight said as the two of them followed Clover out of the bathroom.

“Alright you two, time to get diapered and then I’ll help you put on your dresses.” Clover said as she lifted both of them up to the changing table. The quickly diapered both of them and lowered them back down to the floor.

Star started with Midnight first since her dress was easier to get into. Clover helped Midnight slip the dress over herself and fasten it up. She also put a ribbon in Midnight’s mane that matched the colors of the dress.

“There, don’t we look cute.” Clover said cooing at Midnight.

Midnight blushed and kicked shyly at the floor.

Clover then turned to Star who was already trying to get into her dress, and failing.

“No, that part goes up over your head, no, that part, just.” Clover said in frustration as she tried to help Star get into her dress. After several moments of anger, Clover finally managed to get Star into her dress.

“There, all done, do you want a ribbon to?” Clover asked as she pulled out a white ribbon. The ribbon matched Star’s coat and was a perfect contrast to her mane.

“I, um.” Star stopped to think for a moment, she blushed and quietly spoke. “Yes.”

Clover then proceeded to put the ribbon in Star’s mane before she lifted both Midnight and Star into the stroller and started out the door.

“We had better hurry if we want to see the play!” Clover said as she pushed the stroller through the hotel and out the door. The cold winter air nipped at their faces. Midnight and Star had a blanket with them in the stroller so it wasn’t too bad for them, Clover on the other hoof did not have this benefit.

“It’s cold out tonight.” Clover said as she pushed the stroller. The snow was now pelting them as they proceeded down the street.

“Mommy, it’s cold.” Midnight said shivering regardless that she was under a blanket.

“I know sweetie, I know.” Clover said as she continued to push. Star at this point had decided to just not talk and try to stay as warm as possible by snuggling up next to Midnight. Midnight noticed this and quickly wrapped her forelegs around Star trying to stay warm herself and share her warmth with Star.

“There it is, almost there.” Clover said as she pushed them to a large building. Clover pushed the stroller through the large wooden doors and into the warm theater.

“Much better.” Clover said as melted snow dripped off of her face.

“How are my little fillies holding up down there?” Clover asked.

“We’re good, just a-a-achoo bit cold.” Midnight said still shivering.

“Fine” Star said.

“Oh, I hope that’s not a cold.” Clover said as she pushed them to their seats. They arrived and Clover helped both of them out of the stroller. She folded up the stroller then sat down and brought both of them to her lap so they could see the stage over the crowd.

The candles lighting the room dimmed slightly lighting up the stage area.

“Mares and Gentlecolts! We are proud to bring you the annual Hearths Warming Eve play, this year the volunteers are the Elements of Harmony!” A mare said before walking off the stage. The curtains drew and the play began.

The play was now a good few minutes into it when Clover noticed Midnight sniffling.

“Blow your nose Midnight.” Clover said as she reached into her saddle bag giving Midnight a tissue.

Midnight blew her nose and Clover then disposed of the tissue. Midnight was fine for a few more moments before she started to sniffle again.

“Midnight, are you alright?” Star asked taking her attention away from the play.

“Y-yeah I’m just a b-bit c-c-cold.” Midnight said as she started to shiver.

Clover looked at Midnight. “Midnight, you look a bit pale. Are you sure you’re ok?” She asked.

“Y-yeah.” Midnight said as she sneezed. Clover brought her hoof up to Midnight’s head.

“Oh Midnight, you’re boiling up.” Clover said in a concerned voice. “Come on, why don’t we go back to the hotel.” Clover said as she unfolded the stroller and prepared to put both of her fillies into it.

“I’m f-fine M-mommy, really I am, I’m j-just a bit dizzy.” Midnight said as she watched the room spin around her before she fell over on the chair.

“Midnight, you are not ok, come on we have to go right now.” Clover said as she put Midnight in the stroller then Star and proceeded away from the play.

Clover made her way to the lobby of the theater before going over to the front desk.

“Is there a nurse’s station in this building?” Clover asked the pony at the desk. The pony pointed to a door on the other side of the lobby. Clover thanked the pony and proceeded to the nurses station.

****

“She has a fever and a cold.” The nurse said as she read a thermometer and looked over some medical charts. “She’ll be fine just a few days of bed rest and some cold medicine.” She said as she gave Clover a small bottle of foal safe medicine.

“So she’ll be fine?” Clover asked.

“Yes, just make sure you are constantly paying attention to her, and make sure you change her when she has an accident this time, if you wait it might get worse.” The nurse said.

“Ok I’ll do my best.” Clover said.

“And one more thing, if she gets any worse take her to a hospital.” The nurse said before seeing them off.

The two fillies were now in their stroller and Clover was taking them back to the hotel.

“Well, this didn’t end up being as fun as I thought it would.” Star said.

“Oh Midnight, I’m so sorry.” Clover said to herself as she pushed the stroller. Midnight looked like she was very ill. Her face was pale and she was barely able to keep herself awake.

They arrived at the hotel not a minute too soon as they made their way to their room.

“Ok Star, I think you should just go to bed while I look after Midnight.” Clover said as she didn’t even take time to unpack her saddle bag or fold up the stroller. She instead checked Midnight’s diaper and then put her in the crib.

Midnight had lost her bearings and was unable to tell where she was at this point. She snapped back to reality when she was put in the crib. She squinted at Midnight. “M-mommy? Where am I?” She asked.

“It’s alright Midnight, you’re fine, everything will be fine. Just lay down and try to go to sleep.” Clover said as she brought the blanket up over Midnight.

“I’m cold Mommy.” Midnight said as she shivered.

“I know sweetie I know, just rest now.” Clover said as she gently rubbed Midnight’s back.

Midnight slowly drifted off into a disoriented state before she drifted even further into a slumber. Clover put her hoof to Midnight’s forehead feeling that she still very much had a fever.

Clover walked over to her bed and sat down on the edge of it putting her head in her hooves. “Oh this is all my fault....” She said to herself. Star walked over to the bed and climbed up sitting down next to Clover.

“Hey, don’t beat yourself up like that, you couldn’t have known.” Star said.

“No you don’t understand, the potion, not only does it physically regress you, your immune system gets regressed with it, Midnight is very much fighting for her life right now.” Clover said as she mentally beat herself.

“You mean, Midnight might...” Star trailed off as tears started to well up in her eyes.

Clover looked over and saw Star was starting to cry. “Oh it’ll be ok Star, don’t cry, please don’t cry.” She said as she hugged Star tightly. ‘If she starts to cry I’ll start to cry...’ she thought.

“You really think she’ll be ok?” Star asked.

“I know she will, Midnight is strong.” Clover said as she looked over to the crib.

Midnight was shivering under her covers. She was cold but hot at the same time. Sweating, sniffling, everything.

“Clover, I have a question.” Star said.

hah

“Yes?” Clover said.

“Where am I going to sleep? I can’t sleep in the crib with Midnight or I’ll catch her sickness.” Star said.

“It’s not contagious, the doctor put a magic spell on her to prevent other ponies from getting it. You can still sleep in the crib.” Clover said.

“Oh, well in that case *yawn* I’m pretty tired, do you mind helping me?” Star asked.

Clover gave a weak smiled and lifted Star over to the crib.

“Just try not to bother Midnight ok?” Clover said.

“Alright, goodnight Clover.” Star said as she fell asleep.

“Goodnight Starshine.” Clover said as she watched Star drift off to sleep.

She walked over to her bed and sat watching the crib intently. She knew if she hadn’t shown Midnight this potion, this wouldn’t be happening right now, she’d be at home, she wouldn’t exactly be with family but at least she wouldn’t be ill.

Clover was now starting to doze off into her own sleep. She laid her head down with the intention of only laying down for ‘just a minute’ but she soon fell to sleep.

Midnight started to stir causing Star to wake up.

Star looked over and saw Midnight stirring in her sleep desperately trying to get comfortable.

Star stood up and gently walked over to Midnight and sat down next to her. She gently rubbed Midnight’s back with her hoof causing Midnight to stir less. She moaned in her sleep.

“M-mommy I-I d-don’t feel so g-good.”

“Midnight? It’s fine, everything is fine just relax.” Star said.

“W-what do you mean they aren’t coming back? They have to!” Midnight moaned.

“W-what? Midnight? Who’s not coming back?” Star asked.

“I’ll find them! I’ll look for the rest of my life if I have to!” Midnight said as she started to toss and turn in her sleep.

“Midnight, who? Who are you-” Star stopped when she felt a hoof on her back. She turned her head to see Clover, she had tears in her eyes.

“Its not true! It can’t be true! You’re lying!” Midnight yelled in her sleep, tears rolling down her face.

“Clover, what’s she talking about?” Star asked.

“I guess its time somepony told you.” Clover said as she lifted Star out of the crib and carried her over to the bed.

“Told me what?” Star asked as she got comfortable on the bed.

“Well, it all happened a long time ago when Midnight was very young. Midnight’s mother was my older sisters best friend, and over the years me and her mother became really close. I was only ten when it happened, Midnight was only three.” Clover paused collecting her thoughts.

“My sister and I were foal sitting Midnight while her older brother and parents went to a school talent show. Her brother was taking part in a magic performance as a stage assistant. The Unicorn performing the magic started her spell and, her brother and everypony in the first two rows of the auditorium were gone, including her parents. The spell was an accident, but it vaporized twelve ponies. We were told later that night by a school official. Midnight didn’t have any other family aside from that. Both sides of her parents families had either passed away or were unable to be contacted.” Clover paused remembering the painful memories.

“My sister was asked if she would look after Midnight, she said no...several of her mother’s friends were asked, none of them would do it. They were going to take Midnight to an orphanage, I just, I couldn’t let them do that so I offered to raise Midnight...What you just heard Midnight saying, that was the conversation I had with her the next day, I can vividly remember it.” Clover said as she stopped talking, she closed her eyes as tears fell from them, remembering the day.

“Midnight, something happened last night and, your family, isn’t coming back.” Clover said as she sat on a sofa with Midnight resting up against her.

“W-what do you mean they aren’t coming back? They have to.” Midnight said, she had now stood up and was looking at Clover, right in her eyes as if boring a hole deep into her trying to see if this was some kind of sick joke.

“There was an accident last night and-”

“I’ll find them! I’ll look for the rest of my life if I have to!” Midnight yelled as she took an aggressive stance.

“Midnight, there is nothing to find, they are gone, I’m sorry, I really am, I wish there was something I could say to make you feel better. I don’t know what to say!” Clover said, she now had tears in her eyes.

“It’s Not True! It Can’t Be True! You’re Lying!” Midnight yelled, tears rolling down her face.

“I’m sorry Midnight, there is nothing I can say to bring them back..I’m sorry.” Clover said.

“I Hate You! You Took My Family Away!” Midnight yelled as she stormed off to another room of the house.

“Midnight! Wait!” Clover yelled after her.

“She was never the same after that. There were three high level unicorns doing all they could to try to reverse the magic though none of them knew what the actual spell was the filly was trying to perform.” Clover said.

“I never knew.” Star paused and looked to Midnight who was still violently stirring. “She never told me.”

“She never told anypony.” Clover said.

Clover walked into her bedroom and looked over to see Midnight under her blankets on the small cot that had been set up for her to sleep in. Clover walked over to the cot and sat down on the end of it. She could hear Midnight crying.

Clover put her hoof around Midnight causing her to pop her head out from under the blanket. She had a picture, a picture she took with her every time she was away. It was a picture of her and her mother.

Clover looked at the picture. “I miss her too.”

Midnight just continued to cry. Her tears dripped down onto the picture.

“She wouldn’t want you to be sad.” Clover said as she put her hoof around Midnight pulling her close to her side.

“I, I don’t understand w-why she would j-just leave me.” Midnight said.

Clover looked down at Midnight. “Sometimes, things happen that nopony can control, its not exactly anypony’s fault. And there is just nothing anypony can do about it.You’ve been put in a grownup position that no filly should ever have to be put in.” Clover said.

“I-I can’t s-stop c-crying.” Midnight said.

“I know, I know.” Clover said as she pulled Midnight closer. Midnight started to cry even more intensely now, her tears flowing down onto Clover’s coat. “Midnight, look at me.” Clover said as she looked down at Midnight.

Midnight looked up at her.

“I won’t ever let anything bad happen to you ever again do you understand me?” Clover said.

Midnight looked at her for a moment and then nodded.

“You’ll be staying here with me if you want, is that ok with you?” She asked.

Midnight nodded again.

“I’m sorry I said I hated you.” Midnight said.

“I know sweetie I know.” Clover said as she brought Midnight into a hug.