Are You Ready?

by Dirty Bit

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Zecora, Romance, Princess Luna, Comedy, Cutie Mark Crusaders, Princess Celestia, Crossover, Main 6
Length: 116830

Guess who's back from the other side...

A certain witch doctor gets flung into a certain world of color and wonder. Is this a second chance, or some kind of sick joke played by his friends?
Disclaimer:
I do not own ANY of the characters shown in this story!
Princess and the Frog is copyright of Disney
MLP: Friendship is Magic is copyright of Hasbro
Cover Page is copyright of AutumnBlood of dA

Published 2012-01-21 06:12:49 UTC
Last updated 2012-05-17 20:16:35 UTC

Chapter 2

Chapter 2

Well, shoot...

Dr. Facilier thought he had her under her spell at first sight, but the zebra mare's blank stare was only replaced with a look of pure disdain upon his sight. She narrowed her eyes as she replied in a hostile tone.

"You, who have come across my home,
Should not be here. Go now, and roam..."

Her words practically dripped with venom with each spoken term, as if she knew he would come here and was ready to fight him off if necessary. The witch doctor couldn't let his guise falter, for he even broke Lawrence, a stout toady who doubted him at first, only to seek his services after speaking with his silver tongue. He decided he needed to try harder as he spoke to her again, trying to crush her iron will and make her help him out.

"C'mon, girl, don't be shy~.
Let me talk, I'm a reasonable guy."

Before he could speak more, he was interrupted by mare's next venom-induced verse.

"Your aura is as dark as this forest's soul!
To let you sway me with words, I'd be a foal!"

There she goes again with that hostile tone. While he kept a suave and cool demeanor on his face, on the inside, he was equally agitated with her words. Once again, it was as if she anticipated his arrival from the get-go. He dismissed her harsh words once again as he continued to attempt to win over her trust.

"Don't judge a book by it's cover, missy...
I come seeking guidance. No need to get pissy."

The zebra mare could only snort at his words, knowing that this stallion meant trouble. While she could relate to being judged as a type of witch, she was accepted in the end after showing kindness to her friends. But she could tell that the horned zebra standing in front of her wanted nothing more than to further his dark goals just by using charming banter to lure her under his spell. She could only reply to his next statement with another spiteful verse.

"You shall get nothing from me at all!
Go to the nearest cliff and fall!"

It was at times like this that he missed his shadow, for this verbal onslaught of her's was getting old to the Shadowman (Or in his current case, 'Colt'). She possessed a strong spirit, as if Madam Odie herself somehow made her way into this world and was standing right in front of him. Barring her spirit, it was as if he was forced to deal with this ever since he came here, having to deal with constant verse. Dr. Facilier only rhymes in song and times when he's in a good mood, but not 24/7. Looking past the defensive mare, he caught a glimpse of her hut's interior. He noticed more masks and potions around her room, and stopped his eyes to a bubbling cauldron, his eyes gleaming with temptation. It was a long time since he whipped up a good potion or two, along with some spells. But knowing his predicament, he thought it best to leave her alone, knowing she wasn't moving an inch or even GIVING him an inch further to her home. He thought it would be best to just wrap up his little reverie and ask for directions since she is adamant on wanting him gone.

"Since your not in the bests of moods today,
Do you know of any good places to stay?"

The angry mare couldn't take it anymore as she slammed a hoof on her doorstep with a loud thud, causing Dr. Facilier to flinch and take a step back. her eyes were narrow to slits as she uttered her next words with crushing ferocity.

"You've wasted time, now leave my abode!
Your sight will only make my anger EXLODE!"

She was ready for war, and the witch doctor could only sneer at her explosive anger, but quickly donned a fake smile. He turned and left after giving her one last smile and made his way along the clear path in front of him. After he was a few feet away from the hut, he heard a door slam, knowing she went inside with her more than bad mood. After she went inside, he replaced his smile with a look of dark anger. 'That girl jus' messed with the wrooong guy...If I had all my stuff, she'd be cooked like Louisiana shrimp!' He could only brood about his temporary loss as his thoughts darkened, and at that time that same faint rhythm came back to his ears, only growing in volume with each thought. He stopped and looked around again, wondering if he was hearing things, or if the zebra mare was performing some kind of haunting melody to spite him. He calmed down again to listen, only to have that melody fade once more. He rubbed his temples and wondered if his mind was playing tricks on him, but dismissed it as he continued on, finding a ray of light on the way.

After a good amount of walking, he was able to find himself out of the forest and into a beautiful meadow. He looked around and found the scenery to be remarkable. Almost every artist alive would want nothing more than to paint a picture of what the witch doctor saw: Beautiful skies, the breezing clouds, the bright sun, singing birds, and the blades of grass moving gracefully in the wind. It was as pristine as the clearing he woke up to in the forest. He took in the view, only to notice two things in the distance that lifted his spirits and made him forget about his past troubles.

What he noticed was a very distant castle hanging over a large mountain, looking every bit as it would in a children's book. Dismissing the childish nature the structure envoked, he was happy to know there was possibly royalty to dupe out of their money and resources were he to hold any useful items, but the second sight made him all the happier. A town! A town meant civilization, and civilization meant opportunity. He could use this moment to get back on his feet and start a whole new business with his profession in the dark arts. With renewed vigor after his long travel in the forest, he galloped ahead, only to stop and notice another landmark in his sights. He came across what appeared to be a peaceful cottage, like the one in 'Goldilocks and the three bears', only it was teeming with animals of different kinds. Most of them were merely small critters. Dr. Facilier wondered if it was a good idea to go over there to knock on the door and not be met with another seething zebra mare who could see through his charismatic ruse with relative ease. Dismissing the thought, he made his way over, only to notice the critters widening their eyes at the sight of the him and scurrying into their respective homes. When he reached the door, he put on his best gentlemen's face and knocked on the door, waiting patiently for whoever lived here. The door opened to reveal a beautiful yellow pony with a flowing pink mane and gentle eyes looking up at Dr. Facilier. This one was the antithesis of his last visit, and this made his attempt all the easier with knowing how timid she sounded when she spoke to him, shaking visibly "U-Um...Can I help you, sir??" She said in an quiet and cute voice. Antithesis indeed! This one didn't even rhyme at all, making Dr. Facilier want to use his signature charm on her to see if he can win her over easily as he flashed a grin towards the pony, then noticed she had wings. It was as if he went to a place where everyone was a horse with a visible gimmick on their bodies and a tattoo on their hindquarters. Dismissing the thought, his suave demeanor took over as he greeted the timid mare.

"Hey there cutie, how ya'll doin'?
You act as if there's trouble brewin'..."

His words made the mare shrink back into her mane, her face red as a cherry "O-Oh my...No, there's n-nothing wrong...I, um...just never saw you here before..." She could only take another step back, causing Dr. Facilier to chuckle at her actions. He spoke again, although he caught a faint glimpse of a pair of small black eyes glaring at him from inside her cottage.

"Don't worry, girl, I won't bite none.
I'm just here to have some fun..."

He paused on his words, thinking he was coming on too strong with his charm as he noticed the mare was all the way inside of her house with the door open. The doctor revised his words with haste.

"I didn't mean it like that, don't get me wrong,
I was just passing through, my trip was long..."

The mare slowly showed some of her face, but was still nervous "A-Are you lost? Because you're near Ponyville, if that's where you wanna go..." She shrunk again "That is, if that's okay with you..." The Shadowcolt could only shake his head and smile at this one, knowing her innocence was as clear as day. He decided to poke more fun by charming the mare with more words before he made his way to the place called 'Ponyville'.

"Your voice is so soft, it makes me wanna fly...
What's your name there, cutie pie?"

Upon the request, she could only utter "Um...I'm Fluttershy..." This caused Dr. Facilier to raise an eyebrow at her and ask again

"You're not speaking loud enough, my dear.
Mind layin' some emphasis onto my ear?"

She spoke again "M...My name is Fluttershy..." This began to agitate the witch doctor, thinking that she was toying with him. He asked once more with what was left of his patience.

"Didn't quite catch that, speak up please.
Try sayin' your name with relative ease..."

He hoped that that would help her speak up, but it only succeeded in making her give off an inaudible squeak at a high pitch. He only paused and stared at how shy this mare can be. Normally, he's used to dealing with fraidy cats or nervous wrecks of all sorts coming to his shop for guidance, but this was just ridiculous. He almost missed the zebra's ire with how this winged mare was talking. He just sighed as he trotted off.

"I'm just gonna go to that there town.
If ya feel like followin', come on down..."

He doubt that she would, given her audience with him, until he heard a "Wait!" causing him to turn to see the yellow mare fluttering into the air from her home, landing next to his side. She kicked at the ground, looking away "I-I'm sorry...I get nervous around new ponies...and you seem like you need help" She turned to Dr. Facilier with a warm smile "My name is Fluttershy...What's yours?" The Shadowcolt paused and stared, only to slowly break into a grin as he thought he found himself a valuable pawn for the first time in a long while. They walked along the trail to Ponyville, trading introductions and small stories on the way.

End of Chapter 2

Chapter 3

Chapter 3

Pony Swag

Dr. Facilier, with the company of Fluttershy, finally reached the surnamed town of Ponyville, and couldn't believe the sight of what the very town had to offer.

The town certainly lived up to its name, as the witch doctor spotted all sorts of ponies left and right living like humans back in his world. What surpised him was that the town was mostly populated with mares, barely finding hide or hair of any stallions so far. He also noticed that they, too, sported horns and wings of their very own, and was surprised to notice that there were certain ponies that had nothing on them but their bright pastel color, different mane and tail styles, and of course, pictures on their hindquarters. He couldn't bear the thought about ignoring why exactly those existed other than the logical conclusion of being branded by their possible owners (If humans even existed here...), and could only turn to ask Fluttershy:

"Could you please tell me what I want to hear?
About them pictures on each pony's rear?"

He shuddered at the way he spoke. It was bad enough he was rhyming, but with each passing words, he knew his rhymes grew more stale. The doctor honestly missed rhyming properly in song, but before he could go further into loathing his new self, Fluttershy perked up and responded to his question "Y-You mean their cutie marks? They depict a pony's special talent in their life, l-like a mark of destiny...Um...I'd figure you would know about them yourself, Mr. Facilier..." She tilted her head in confusion as she spotted the Shadowcolt widening his eyes at what he heard. Apparantly, in the world he was in, the picture on a pony's rear meant their sealed fate and should stick by it no matter what. This place grew more screwy by the second. He decided to gaze upon Fluttershy's cutie mark and noticed what were three butterflies. How cute. Upon double-checking himself, he remembered that his cutie mark was a doll with a pin, a tarot card, and a potion flask with a green liquid all bunched up behind a cartoonish skull. Fluttershy decided to look as well, not catching a glimpse of his cutie mark when they first met, and could only cringe at the sight of the skull "U-U-Um...Mr. Facilier? What exactly d-does your cutie mark mean, if you don't mind me asking?" She shook as she stared at the skull, staring back at her with its hollow eyes. Dr. Facilier, while happy with realizing he wasn't entirely given a new fate, could not let this one know of his true colors, and quickly thought up a lie to throw her off.

"It's nothing big, no need to be scared...
This kinda thing just leaves me impaired..."

He was telling some truth, remembering how antisocial he was around others back in Louisiana, despite his amazing charm and prowess, and was happy to know that Fluttershy bought it without hesitation, looking at him with a worried expression "O-Oh! I'm sorry...I shouldn't press on you like that, that was wrong of me..." She looked away, ashamed, and the Shadowcolt could only be surprised at how well she could throw around her innocence like that. It was as if he were speaking to a curious child who wanted to live a sunny life. He chuckled to reassure her from her guilt as he spoke again.

"Don't worry none, dear, it ain't your fault.
Jus' grind your curiousity to a halt..."

The Shadowcolt was pleased to know that Fluttershy heeded to his words and nodded in agreement. This one could prove beneficial to whatever dark deed he could think of in his sick little head, unless he were met with what he dubbed 'The song' coursing through his ears when thinking evilly. He shook his head to himself as they passed through town, and the doctor noticed all the looks he was getting. Mares left and right had all sorts of expressions when watching the Shadowcolt trot along a path with Fluttershy. Some were surprise to notice that a zebra unicorn even existed, watching him with intrigue as he passed by. Only a miniscule amount shook at his sight, showing that some of Ponyville had not gotten over their fear of zebras throughout their time. But finally, a majority were looking at him with welcoming eyes and smiles that say 'Come over here for a second...'. The witch doctor could only grin his gapped teeth at that majority, knowing that even when not talking, his charm can be spotted a woman just a few feet away from him 'Hehehe~....The Shadowman's still got it here...' . Fluttershy watched him after looking around "They seem to recognize your appearance completely, Mr. Facilier...Um...I hope they aren't bothering you..." The doctor only turned to Fluttershy with a smile on his face.

"It's Doctor, my dear, and I wouldn't worry.
At least these girls don't run and scur-"

Before he could finish, a blur passed many ponies and stopped in front of Fluttershy and Dr. Facilier, causing the two to flinch and take a step back. The blur revealed itself to be what appeared to be a pink pony with a mane and tail crazier than his. He raised an eyebrow at the pair of blue eyes that stared at him with an anticipating grin, and as he went to speak to her, he was interrupted by what would have been a verbal storm strong enough to give him a migraine that not even medicine could cure. "Hi! I'm Pinkie Pie, and I just noticed you walk by with my friend Fluttershy here! I was looking for her, actually, but then I noticed her walking with you! How funny is THAT? Anyways, I didn't know zebra unicorns exist! What kind of magic do you perform? Are you an herbalist like Zeco-" Before she could continue, the Shadowcolt interrupted to save himself from another flurry of words.

"Hang on now, dear! Slow it down!
You're giving me a headache! ...Not to make you frown..."

He didn't want to make enemies the moment he got here, he had so much to do, but he counted his blessings as Pinkie stopped with a smile on her face "It's okay!" She gasped "HEY! Can you play that song again!?" The doctor raised his eyebrow at her, thinking they've met somewhere before. The only company he had was himself, his shadow, an angry zebra mare, and Fluttershy. Noticing the doctor's pause, Pinkie repeated herself "You know! That song! The one that goes Bum-bum-bum-bum-bum-bum-bum-bum-" She began to enact what he had been hearing for a good amount of time to where he grew sick of it, twitching an eye as he placed a hoof to her mouth.

"Let's not sing our diddys now, deary...
This trek of mine left me tired and weary..."

Pinkie moved back and looked concerned "Awww~! That's not good at all! Are you hungry? Are you lost? Are you ne-" She stopped herself, realizing something important.

...Dr. Facilier was new in Ponyville...

With amazing effort, she lifted herself in the air and let out a loud audible gasp as she zipped away from the two, not even telling as to why she was looking for Fluttershy. Needless to say, the Shadowcolt was more than surprised as he watched her breeze by, and could only turn to Fluttershy, who responded with a sheepish smile "Um...Pinkie tends to act like that around new ponies like you...She knows everypony in Ponyville. So for each new pony, she...throws a party..." She looks away "I, um...I hope you feel welcome here..." Dr. Facilier responded with a smile, but before he could speak to her, his stomach growled with the ferocity of a manticore as Fluttershy gave a soft gasp and a look of concern "Oh my! You haven't eaten yet, have you? I can get you something to eat...if that's okay with you..." Dr. Facilier himself was amazed as to how he went out for so long without food ever since coming into this world, and decided to oblige to Fluttershy's offer of free food. A rule of thumb in his world is to never turn down a good opportunity when presented, food or not.

"Lead the way, my little pet.
Maybe later I'll repay my debt..."

Fluttershy shook her head as she led him to a cafe "Oh nonononono! You don't need to pay me anything! We just need to get your tummy full of food! You do seem rather thin...s-sorry for pointing that out..." This mare could possibly be the only thing that could keep Dr. Facilier from doing all sorts of bad were she to hang around him at all times. At one point, he admires her eminent kindness and innocence, but on the other hand (Or hoof), he couldn't deal with this sort of company entirely. Knowing how timid she was, it couldn't be real at all. Nopony in this place could be THAT timid (Although her name IS Fluttershy...), she could be possibly faking it and waiting to pull a fast one on him. It's always the quiet ones. But those thoughts soon faded when they reached a vacant table for two. As they sat, the docotr noticed he was getting the same looks from neighboring tables holding mares. They were still allured by his otherworldly charm as he sat down and noticed a moustached pony, who he figured was the waiter, approach him and Fluttershy with an accent "May I take your order, monsieur and madam?" Fluttershy smiled at the waiter as she spoke "A daisy salad for me, please..." The waiter turned to the doctor "And you?" Dr. Facilier could only hope they had dishes he was familiar with. He was a good fan of the cajun variety, favoring gumbo and jambalaya, but then remembered that he was trapped in the body of a horse, and realize he'll need to lower his standards in order to get a good meal and blend into the small society of Ponyville.

"I'll have what she's havin', if that's okay.
I'm in a healthy mood today..."

He said, grinning his teeth to the waiter, who only sneered at him as he left. When he was a good distance, he only sneered back at him with more force. When the waiter sneered, it was more along the lines of arrogant posture or indifference in terms of social class, but when the Shadowcolt sneered, it was with hate and a vibe that said 'You cross me and I'll buck you up hard...' He dismissed the thought as he noticed Fluttershy looking at him in confusion "Um...I-Is something wrong M-I mean, Dr. Facilier?" She hoped she didn't offend him or hurt his feelings, but the doctor looked back and recovered from his little staring contest.

"Oh, my mind's just wandering from place to place
It moves too far, and then I have to give chase..."

Fluttershy gave a cute giggle at his statement, thinking he was joking for a minute. Dr. Facilier was surprised that she could be so easily fooled. Then again, deception is the curse of the whimsical female gender. He didn't want to question good fortune as he decided to break the ice about the here-and-now of Ponyville. He needed to move his agenda in good stride, and he needed all the information to do so.

"So tell me, Flutters, what goes on here?
Do these ponies also give you fear?"

Fluttershy responded "Oh no, not at all. Like I said, I only act that way around new ponies, but almost everypony here I've known for a while..." She smiled as she looked around "Also, I've met many good friends along the way, Pinkie being one of them..." She then turns to the doctor "Maybe I can introduce them to you...if that's okay..." she shrank and looked away "Y-You don't have to..." she mumbled, but this only served Dr. Facilier to chuckle and oblige on another good opportunity of getting to know the peo-er ponies that he'll scam later on, but not before he learns what tasteful knowledge that they have waiting for him. But before he could dwell on the issue further, the waiter returned with the two plates of salad, presenting them to the two as they got ready to eat "Bon appetit..." he turned to Dr. Facilier and gave a silent scoff before turning his snout to the air and leaving as if he were a fatcat. This only caused him to wonder what would happen if he ever put his horn to use and stabbed the waiter with it, but he remembered how hungry he was and hesitantly tasted the salad.

...It was SPECTACULAR!

He had heard of a dandelion salad, and those only tasted decent unless met with proper seasoning, but the daisy salad to him was so scrumptious that he almost forgot his manners and sat up in a dignified manner and ate properly, trying to hold back the ravenous tenacity he held within after so much fasting. It was as if he was relieved from a long and arduous hunger strike. With a satisfied sigh, he watched to see that Fluttershy was only half done with her salad, and watched to her surprise to notice that Dr. Facilier's plate was as clean as a whistle, not a single sight of petals or leaves "Oh my, you must have been so hungry..." she smiled "You remind of my pet Angel Bunny..." Angel Bunny? Really? This one was too innocent for the Shadowcolt's standards, but he paid it no mind. He got a free meal, and a ticket to what could be either an epic comeback, or something else. He waited for Fluttershy to finish as they made their way to the next destination...

...A tree??

End of Chapter 3

Chapter 4

Chapter 4

Meeting the six

Dr. Facilier never thought he'd seen the day where not only there was another house made from a tree, but this one was hollowed out only to be filled to the brim with books and furniture. What made things more intriguing was how healthy the tree itself was. But his intrigue faded as he followed Fluttershy inside to find her second friend to introduce to him. Upon entering, he noticed a pile of books , some of which were floating in the ai-wait- Floating?? He couldn't believe his eyes as he noticed a couple of books being levitated in the air by some mysterious force. The only lead to this force was that it was a purplish pink color. Fluttershy then spoke "Twilight??" she was too quiet as there was no response. Fluttershy tried speaking again, but a little (emphasis on little) louder "Umm...Twilight??" Dr. Facilier was merely staring at his shadow and making movements to confirm that he lost his real friend while Fluttershy made futile attempts to call to the one named 'Twilight'.

While the two were distracted with their actions, what looked like a purple lizard on two legs walked in, munching on what appeared to be a good chunk of jade as if it were an apple, then noticed Fluttershy and the doctor "Hey Fluttershy-WHOA!" He almost dropped his half-eatened jade as he gazed upon the Shadowcolt, who turned to him the moment he yelled in surprise, only to flinch with widened eyes at the sight of the lizard, then the jade in his claws. What kind of messed up world is this? This also triggered the floating books to fall, and a lavender pony hopped from out of the pile "Spike!? What's wrong??" This was Dr. Facilier's first time seeing another pony who had a horn like him, and her cutie mark was a large star, with six smaller stars encircling it. His luck keeps getting better as he thought of what he could learn from this one in terms of using said horn. She turned to see Fluttershy smiling sheepishly at her "H-Hello, Twilight...I wanted you to meet someone...if that's okay with you..." The one called Spike could only watch in surprise "Wow! I never seen a zebra like this guy before!" The Shadowcolt responded to his comment in kind.

"The feeling's mutual with your sight!
What are you, man? This jus' ain't right!"

Spike, feeling offended that somepony didn't know about dragons, looked a little annoyed "Duh~! I'm a dragon!" He looked up at his horn and hat "I'm digging the hat! Although, I think Rarity could make a better one..." he then looked lovestruck as he was lost in thought, ignoring the Shadowcolt as quick as he acknowledged him. Dr. Facilier could not believe his eyes at the sight of a dragon, yet he expected more from this one. Perhaps he is just a hatchling, but he didn't want to mess with Spike either way, reading up on how dragons are quite the ferocious creatures no matter what their age. The one called Twilight could only sigh and shake her head at Spike's foolishness, but then perked up and acted polite as she trotted towards the doctor and introduced herself "Hello there! My name is Twilight Sparkle. Welcome to Ponyville!" Each name became more wierd to him by the minute, but he learned to live with it, knowing how much strange activity he had witnessed since coming here. It was better for him to go with the flow and waited for the right moment to set his developing plot into motion. He smiled at Twilight and introduced himself.

"The name's Dr. Facilier, and let me say
It's nice to meet you this fine day..."

Twilight smiled at him, then noticed his horn and gasped "Oh my gosh! A Zebracorn! This is amazing!" The doctor could only raise his eyebrow at the term she uttered. Zebracorn. It sounded as messed up as her name. He shook it off as she continued talking "Do you know any magic at all? What kind of magic are you most skilled in? Can you make potions?" Fearing she could possibly sound like the pink one earlier, he cut in with an idea.

"Actually, I've been travelin' an awful lot
Is it okay if I read some books or not?"

This only caused Twilight to beam at the Shadowcolt as if he were the most interesting pony in the world. She then took some steps back and welcomed him further into the library "I've never thought I'd see another pony who'd want to read any of these books! Help yourself to whatever piece of literature you feel like reading!" The Doctor nodded in approval as he looked around. He goes to pick out a book with his hooves, only to remember he had no fingers, causing him to grunt in defeat. Twilight could only tilt her head at his actions as he stared at the shelf of books and wondering how to get one of them down "Uhhh, everything alright there, Dr. Facilier?" He looked at Twilight and decided to ask for assistance after remembering the incredible levitation he had witnessed earlier.

"If it's not too much trouble, can you tell
If there's a book on levitation spells?"

Twilight nodded with a warm smile "Of course! Under the L section!" He nodded in gratitude and trotted over to the L section, only to be met with the trouble of trying to get it out. He never thought he would deal with a problem like this in his new life. Twilight rubbed the back of her head as she watched him, then turned to Spike, who was amazingly still in dreamland, thinking of the one called Rarity "Spike! Could you help Dr. Facilier with finding a book on Levitation spells while I take care of my mess?" Spike snapped out of his daydream and responded to Twilight with a mock salute "I'm on it!" he ran over to a wheeled ladder and slid across the shelves to the desired book he was looking for, pulling it out for him "Here you go!" Dr. Facilier could only stare at how he could be able to take the book, but gained confidence when having a thought 'If I can grab the hat on my head, I can damn well grab a book from a dragon.' he reached out a hoof, and was lucky enough to arch his limbs to hold the book in his grasp. He trotted to the desk with his three free legs as he had a hard time keeping the book still in his foreleg. He reached the counter and placed the book on the desk for Twilight to stamp. And, wouldn't he know it, he noticed her horn began to glow, and a stamp began to be coated in the same purplish pink glow he noticed earlier with the floating books. he could only stare at the horn, dumbfounded on the outside, but jittering with excitement on the inside 'So THAT'S how it works! Oh~, I'm beginning to like it here...' he grinned as he stared, only to have Twilight look at him in confusion "Ummm, Doctor? Your book?" He snapped out of his trance and then gladly took the book, ecstatic to read it and take the first step on his quest for power.

"Uh, yes, thank you, sorry 'bout that...
I'm more for thinking over simple chat."

He grinned sheepishly, but Twilight asked another question "Dr. Facilier, you, as a zebracorn could possibly use magic as well as me or my friends. Why haven't you used it earlier?" The doctor flinched, coming to the conclusion that using magic was the norm for unicorns and zebracorns alike. He thought up a lie and thought it up quick.

"I just needed a refresher to open my mind
My travel's left my head in a bind..."

Twilight felt sympathy for the Shadowcolt after hearing his words "I see...It must've been rough for you to cope for so long without knowledge. How long was your trip? Did you come all the way from Zebrica?" He was cornered. Any lie at this point could be as bad as his first encounter with life in this world. He could say his trip lasted for a very long time, but that's it. He didn't even know a place called Zebrica even existed. When he began to sweat, Fluttershy jumped in and saved him "Umm, Twilight, it probably isn't best to ask him so many questions like this...He HAS traveled a long way, and he only had a daisy salad..." He turned to the Shadowcolt with a smile "He just needs more time to collect himself..." He never thought he'd see the day where the most innocent lifeform he laid eyes upon would save him from his own set of lies. Twilight gave Fluttershy a determined glance, but then remembered Dr. Facilier's words and sighed "Sorry, I get too curious sometimes..." She gave an embarrassed smile. Fluttershy nods "Sometimes it's best to grind it to a halt." Twilight turned to Fluttershy "Huh?" She then looked away, blushing in embarrassment "W-Well...That's what Dr. Facilier said..." The doctor flinched, as Twilight showed an expression of faint suspicion at him. He felt like he was back to Square one with his words, until another visitor came to the door. "Hello~? Twilight?" A voice called, sounding as if the daughter of a corporate bigwig decided to stumble upon the library out of boredom. Whatever it was, it saved him from Twilight's thoughts about him as she turned and acknowledged the one who called "Rarity? Nice to see you again." She said with a smile, making Dr. Facilier want to turn and see who exactly spoke.

It was another unicorn, only this one had a coat of pure ivory. She had a purple and curly, yet stylish mane, and her cutie mark was three diamonds. She trotted over and levitated a book onto Twilight's check desk "Oh, the feeling's mutual, darling! I just wanted to return this book so I won't forget while placing my orde-WAHAHA~!" She trotted back a bit, startled as she spotted Dr. Facilier, who could only chuckle at her. He wasn't aware that Spike was staring lovingly at her and waving at her "Hey, Rarity!" He had the feeling that this particulat pony might be a rich one, and decided to make his move at charming her. Forgetting the book he rented, he trotted over and gave a small bow.

"How's it goin'? Rarity, right?
I must say that you're quite the sight..."

Rarity could only giggle at the compliment she had been met with as she looked at the doctor. She looked into his eyes, that were as purple as her mane, then looked upon his hat and gasp in distaste "My stars!" The doctor raised an eyebrow at her, only to hear her continue "Your hat! It's so...tacky!" He could only pause as he couldn't find a way to dignify what she just said with a response. The Shadowcolt doesn't take kindly to those who would just simply insult his attire, but he had to hold off his anger if he were to make it in this town (And escape a certain haunting melody). She continued debunking his hat "Who in Equestria would want to go around wearing a tophat with a skull and crossbones on it!? Other than donning it as a festivity on Nightmare Night, it's not right at all! Did you make this yourself??" Every word only agitated Dr. Facilier even further, only to hear a familiar voice at his side "Rarity...You shouldn't really insult him so much like that...I mean...umm, look at his cutie mark..." Rarity, upon hearing Fluttershy's words, did exactly that, and noticed how it matched his hat "Hm...Yes, well, it does match his hat indeed..." She turns to face the doctor and took a bow with a smile "My apologies, darling. I was caught off-guard with how you wore that hat! Appearance is everything, yes? Oh, where are my manners? Hello. Yes, my name is Rarity. And you are??" She held out her hoof for a possible hoofshake as Dr. Facilier dismissed all previous thoughts of anger and grinned as he made his introduction.

"The name you want is Dr. Facilier...
And to you, girl...Enchanté."

He gently took Rarity's hoof, but instead of shaking it, he gave the tip of her hoof a small peck of his lips, causing Rarity to draw it back in surprise and captivation "My, my~! Aren't you a gentlecolt!" She said with a giggle as she smiled at him and batted her eyelashes at him. Unbeknownst to the doctor while he grinned at her, Spike was glaring daggers as he snorted smoke from his nostrils. But then something hit his head as he noticed Twilight staring down at him with a stern expression that warned him not to get jealous again. Spike sighed as he watched the two unicorns exchange banter, but could only feel jealousy for how Dr. Facilier could get her to look at him like that. Fluttershy could only wonder why he would act that way around mares and enjoy it, but could only dismiss the thought as she remembered their mission "Umm, Dr. Facilier? Why don't we go meet my other friends?" Twilight turned to Fluttershy with a deadpan expression "Did he run into Pinkie?" She looked down "Yes..." Twilight sighed, but then smiled "Well, you might want to introduce him to everypony else quick. You know how Pinkie doesn't like the guest of honor at one of her parties showing up late!" Fluttershy perked up and nodded as she trotted to the doctor with a smile "Dr. Facilier, we should introduce you to Applejack. I'm sure she'll like you." The Shadowcolt, after his little reverie with Rarity, turned to Fluttershy and nodded.

"I've done my business, so lead the way
This place is not too bad, I say..."

The two said their goodbyes as they trotted out of the library, but Dr. Facilier could be seen struggling to carrying the book while maintaining balance, only for Fluttershy to carry the book for him. Twilight could only watch him leave "He's a very strange pony, but he's nice nonetheless." Rarity watched as well with a smile "Oh, I'll say! If only he could model for me if I had new ideas for clothes. He really is quite the gentlecolt!" Spike could only grumble quietly as he went upstairs and slammed the door. The two looked up "What's with Spikey?" Rarity said, while Twilight responded "Oh, you know how he is..." She turned to Rarity and asked "I wonder...Has that stallion met Zecora yet?"

End of Chapter 4

Chapter 5

Chapter 5

Apples to Apples

Fluttershy and the Shadowcolt made it to a path that lead to a house and barn surrounded by acres of farmland, a majority of the land covered in apple trees of different kinds. The doctor couldn't remember the last time he had himself a good apple, but focused on the matter at hand as Fluttershy led him to the one she called 'Applejack'. They reached the house, Fluttershy giving the door a small knock as they waited patiently for the door to open. While they waited, Dr. Facilier continued to stare at his shadow, and Fluttershy took notice to it and wanting to ask him why, only to remember his words from earlier:

"Don't worry dear, it ain't your fault.
Jus' grind your curiousity to a halt..."

Why he said something like that, Fluttershy could only wonder if he were hiding something from him, not wanting to open up to her just yet. Perhaps after meeting all of her friends, he could be more open to all of them, and even be a different pony on the inside. Before she could ponder the thought further, the door opened to reveal a small yellow filly with red hair and a bow, looking up at Fluttershy with a smile "Howdy there, Fluttershy!" She then notices Dr. Facilier staring at his shadow, not acknowledging both the mare and filly "Who's your friend?? Is he new here??" The doctor could only turn to Applebloom and was tempted to give her a look that said 'No shit, Sherlock', but smiled as he looked down at her with his purple eyes.

"Well, aren't you just the cutest gal!
Are you supposed to be Fluttershy's pal?"

Applebloom smiled "Well, yeah! Mah name's Applebloom! What's yours?" Fluttershy giggled at the look of bemusement on Dr. Facilier's upon hearing her name. Apparantly, he jumped the gun into thinking the little filly was 'Applejack', only to realize it wasn't. It was kind of his fault after hearing that the two were friends, but then wondered if everypony in Ponyville happened to be friends with everypony else. It's a possibility, given how messed-up this place was to him. The timid mare trotted a couple steps forward and smiled down at Applebloom "Do you know where your sister is, Applebloom? We need to see her." Applebloom replied inquisitively "Ya wanna see Applejack? Ya'll should've just checked the trees! Ya know how hard mah sis works!" Fluttershy blushed in embarrassment and bowed in gratitude "Thank you..." She turned to the doctor
"Dr. Facilier? Shall we?" The doctor snapped out of his train of thought and turned to Fluttershy.

"Looks like I've got a lot to learn,
Or else I'm bound to crash and burn."

Fluttershy looked panicked as she examined the Shadowcolt frantically "Oh no! You aren't burning yet are you!?" Applebloom could only laugh at what was going on, and soon enough, two more fillies came up to the door to see what was going on. One of them was an orange pegasus filly, with a fuschia mane and purple eyes, who only stared down at Applebloom in confusion "Applebloom, why are you laughing?" She asked, then looked to see Fluttershy and Dr. Facilier together "Wow! Cool hat!" She said with a smile as she looked at the doctor's tophat. The other filly was a white unicorn like Rarity, only her mane was curly and colored two shades of light purple. She looked at Fluttershy and the doctor with her curious green eyes after seeing Dr. Facilier calm Fluttershy down and reassuring what he said was a figure of speech "Hi, Fluttershy! Is this zebra your coltfriend?" This only served for Fluttershy to hide in her mane with her face as red as a cherry, while the doctor gave a good chuckle at the child's question.

"We're only friends, and nothing more.
Though, only the future knows what's in store..."

The unicorn filly tilted her head at him "Are you a fortune teller?" Dr. Facilier felt a pang of familiarity with her question, and began a small wave of nostalgia in his mind, thinking back to all of his tarot readings, each one flawless in their readings.

...All up to that fateful day...

He gritted his teeth at the memory and growled audibly, but remembered that horrible song and the fact that he was back in this life, turning to Sweetie Belle and grinning at her

"Why yes, little girl, I read some hooves,
But not before I bust some moves..."

He forgot about his body, but his mind instinctively told his body to show how good of a dancer he was, performing a small set of dance moves before tipping his hat in a pose. The fillies and mare around him awed at the sight of his dancing, the orange filly speaking up "Wow! If your hat wasn't cool enough, your dancing's up there, too! Maybe Rainbow Dash might like your moves as well!" the white filly followed with a wide grin on her face "Maybe you'll dance well at Pinkie's party, since you're new here!" Applebloom got up, but instead of bringing out a sentence in an impressed tone, she tilted her head and asked "Say, are ya related to Zecora at all? Y'all look like you might be related!" Where he came from, that would've been considered an insult worthy of a beating, but he wondered at the name he heard and the term 'related'. Could this Zecora be the same mare he had a bad run-in with back at the forest he woke up in? He wanted to ask Applebloom some questions, but then Fluttershy came around "That small dance of yours was...nice...but maybe we should go find Applejack..." Though his current thought nagged at him, she was right. He had to get down to business somehow. The two made their way into the field of apple trees and searched for the workmare.

The search was thankfully short as they heard the sound of hooves to a tree. They caught an orange mare a few feet away from then bucking at a tree with her hind legs and sending every apple on it to the ground. She wore a Stetson hat, and both her mane and tail were blonde and tied. She noticed Fluttershy and Dr. Facilier with her emerald eyes and smiled at their company "Why howdy there, Fluttershy! And who's this stallion?" Fluttershy smiled warmly as she introduced the doctor to her "Applejack, this is Dr. Facilier...he's new here in Ponyville...I hope you can make him feel welcome here." Applejack looked over at him and took one of his hooves, and shaking it with strength and speed that shook the doctor all around his body other than his grabbed hoof "Howdy there, Dr. Fa-cee-lee-ae! Nice t'meet ya! The name's Applejack, and welcome to Sweet Apple Acres!" She stopped shaking, and sadly, Dr. Facilier couldn't stop shaking himself, and his hat fell from the extreme shaking. Fluttershy obviously gave a helping hoof and stopped his shaking and placed his hat on his head as his eyes moved in circles, giving a moan as he wobbled in dizziness. He shook it off and looked at Applejack, amazed at how one mare in this world could hold THAT much strength. He had hoped that the zebra mare he encountered wasn't this strong, otherwise furthering his plans could be harder. The Shadowcolt could only rub his hoof, feeling how warm and sore it was from the extreme hoofshake, then turned to Applejack and spoke:

"You're really strong for a grown mare!
I felt like I almost lost my hair!"

Applejack chuckled and tipped his hat to him "Sorry there, sugarcube. Ah jus' don't know mah own strength sometimes!" He looked back at Dr. Facilier "Y'know, Ah wonder if yer related to Zecora. Or maybe y'all are friends?" Friends was nothing more than a sick joke when it came to him and this Zecora. He never expected to be rejected so easily upon first contact, nor did he ever want to befriend her to begin with. The orange cowpony decided to look at his body and notice how slender he was "With a body like that, ya remind me of Carrot Cake back at Sugarcube Corner. Have ya ate anythin' since ya came here, Dr. Fa-cee-lee-ae?" The Shadowcolt could only grimace on the inside with how this pony was pronouncing his name with her drawl and how atrocious it had sounded. This pony reminded him of Charlotte, only with not enough money, but enough strength to wrestle some crocodiles.

"I jus' had a quick snack with Fluttershy,
But all these apples really catch my eye..."

It was true. A daisy salad wasn't enough to fully satisfy his hunger, and he could use more sustenance if he ever wanted to keep a properly focused mind. Applejack could only smile at this and held an apple to him "Y'all haven't lived til ya tried an apple from Sweet Apple Acres! This one's on the house, since you're new here an' all!" Being the new guy really had it's perks as he went to go grab the apple, only to have some blur shoot in between the two and snatch the apple from Applejack's hoof "Hay!" The doctor only wished it wasn't the pink mare from before, and got his wish as he looked up into the tree and spotted a blue pegasus munching on an apple while sitting on a tree branch. She had a rainbow colored mane and tail, and her cutie mark appeared to be a cloud shooting rainbow-colored lightning. Out out of all the messed up things Dr. Facilier had seen in this world, this pegasus takes the cake, especially with her remarkable speed. But he got angry when he noticed the apple in her hoof being eaten. As he went to speak, Applejack yelled up at her "Consarnit, Rainbow! That apple was for Dr. Fa-cee-lee-ae!" It was a good thing she didn't catch his visible grimace among her saying his name. The blue mare looked down and finished the apple, then noticed the displeased zebracorn, giggling in embarrassment "Sorry, dude. Got kinda hungry..." She looked at his hat and hopped down "I'm liking the hat! Way cool! But not as cool as me, of course." She said as she puffed out her chest. Dr. Facilier had half a mind to put her in his place, until Applejack stepped in "Do ya have to just waltz on in here jus' to pilfer mah apples? Did ya ever think to take it easy an' ASK for once?" the blue mare raised an eyebrow at Applejack "Geez, I said I was sorry. I gotta eat, too..." Fluttershy, who made an effort in being invisible to the scene, trotted up to the blue mare and smile "Hello, Rainbow Dash. I see you've already met Dr. Facilier..." The one called Rainbow Dash turned to the doctor and tilted her head at him "That's your name? Sounds kinda wierd..." Applejack added "More like fancy, once ya hear it a few times..." Dr. Facilier couldn't bare much more of this, as he remembered the book he rented from the library. The sooner he could get introductions out of the way, the sooner he could tap in the the possible magical secrets in this world and put them to use.

"Rainbow Dash? That's a nice name.
Though, a dead giveaway was your mane..."

Rainbow slicked back her unkempt mane and chuckled "Yeah, it can stick out sometimes! But maybe you heard of me? Fastest Flier in Equestria? Best weather pony in Ponyville?" He only had so much patience for braggarts like this one, but the only good side to this was realizing his new world's name. Equestria. Given the folks he met, it had a nice ring to it, and for the most part, why didn't he think of asking sooner? He spoke again.

"Sorry, but I never heard of you,
And I already got so much to do..."

Rainbow felt insulted to realize that some ponies didn't exactly remember her amazing feats, or the fact that she really WAS the fastest flier in Equestria, and then decided to question his motives "Like what exactly? Are you looking for a job at Ponyville clinic?" Applejack followed "Hay, yeah! Seein' as how ya'll are a doctor an' such, maybe the clinic's the best place to look for a job iffin' ya wanna settle here!" Not exactly what he was looking for, but it was something relatable to his talents. But he needed all the right materials for whatever he wanted to make, and this place called Equestria seemed a whole lot different than Earth. He turned to the three mares and nodded in consideration.

"It's a thought, my dears, and thanks for the tip.
But, my little ponies, it's time I skip."

As he went to go walk away he heard a familiar "Wait!" as he noticed Fluttershy follow him like a lost puppy. It almost moved his dark heart "You don't have a place to stay...and, umm..." She moved one of her wings to show Dr. Facilier's book resting on her back "You don't want to forget your book." He smiled at Fluttershy genuinely for the first time as he stated his gratitude.

"It's good to know you got my tail,
Cuz without that book, I'm bound to fail..."

Fluttershy tilted her head "Fail what exactly??" The doctor quickly recovered from his words with another verse.

"Fail to uphold the Library's code!
I don't wanna see Miss Sparkle in battle mode..."

Fluttershy stared, and nodded 'Yes, that's true...Twilight does tend to take her job seriously, be it librarian duty or sending a letter to the princess...Why, one time, she-" The Shadowcolt could only interrupt as he found a new topic.

"Tell me more about this princess, please...
Her info will put my mind to ease."

Fluttershy didn't think for him to interrupt her like that, but she decided to talk about the princess of Equestria as they walked back to her cottage. This left Applejack and Rainbow Dash to watch them go "I forgot to send 'im off with an apple! Shoot!" Rainbow waved a hoof dismissively at Applejack "Don't sweat it, AJ, this Dr. Fa-silly-a guy's got his hooves tied at the moment." he chuckled at them, thinking they were together. She turns to Applejack with a smile on his face "Say, wanna dance together at the party tonight? It'll probably be interesting with that pony around!" Applejack turned to Rainbow Dash and returned her smile with one of her own "Wouldn't have it any other way, sugarcube...Ya mind helpin' me with these here apples?" Rainbow gave a mock salute "You can count on me, girl!" the two went to harvesting more apples as time drew near for the party tonight.

End of Chapter 5

Chapter 7

Chapter 7

Dancing in the Dark

It was exhausting. He crossed the sea of ponies and has seen neither hide nor hair of Fluttershy at all. A smart idea would be to let him come to her, seeing as how attached she was to him, and decided to stand in one spot motionless while everypony around him mingled about. A few minutes had passed and he felt like an idiot just wasting his time standing in one spot in the middle of a crowd like some kind of cheap statue. The doctor went to move until he heard a voice "Hey, Doc! Over here!" he turned to see a familiar rainbow colored pony standing with two of her other friends. Upon instinct, he trotted over to see Rainbow Dash, Applejack, and Rarity anticipating his arrival. Rainbow was the first to speak up "How are you enjoying the party so far? I'll bet you're having a good time!" Dr. Facilier could only look away and reply with a halfhearted response.

"Yeah, it's nice, I won't disagree.
So what is it that you want from me?"

Rainbow raised an eyebrow to how he acted "I just wanted to know how you were is all." Rarity then came forward, a look of excitement on her face "Excuse me, Dr. Facilier! I heard you ran into my little sister at Applejack's farm. She told me that you could read fortunes??" She asked as she showed an ecstatic expression on her face. Something told him she wanted to be told some good news and nothing else.

"Yeah, I do that, and other stuff.
Though, I can't be responsible if the results are rough..."

Rarity nodded in agreement "Yes, that's true, the future isn't always bright. Oh, but it's so nice to meet such a mystical pony who is also a gentlecolt!" She said as she looked at him "I may have sounded different when we first met, but when I look at you, I could find possible inspiration for a new design of clothing!" Applejack chuckled at Rarity's train of thought, then turned to Dr. Facilier "Ah'm rather skeptical about fortune-tellin', doc. How can ya'll be sure if yer predictions come true for other ponies?" He wanted nothing more than to prove her wrong right here and now, but he didn't have any tarot cards with him. Instead, he simply spoke his mind.

"Feel free to believe what you want, my girl,
but there were many predictions that I've unfurled."

Applejack gave a friendly scoff of disbelief and smiled at Dr. Facilier "Well, I guess I shouldn't doubt ya too much. Hay, Pinkie has her Pinkie sense, which is pretty much like tellin' the future." The Shadowcolt could only wonder about how Pinkie can be so random, yet at the same time intriguing in the most mysterious ways possible. He nodded to Applejack, and then was met with Rainbow Dash wanting to talk "Say, Doc, you've been hangin' out with Fluttershy for a long time, and you two seem pretty close. Are you two together?" This kind of question didn't matter to him in the slightest, seeing as how he thought of Fluttershy as a pawn and nothing more, although, he couldn't help but admire how dedicated she was to helping him. Back in Louisiana, he had to rely only on himself and the magic he borrowed from his friends on the other side to work his way up to the top. He shook his head at Rainbow Dash.

"We're only friends, that's all there is to it.
No need for assumptions, you may as well quit."

Rainbow Dash put her hoofs up, as if accused "No need to get like that, it's just that she seems to like you a lot is all. I wouldn't mind if you actually WERE together, I mean, look at me and AJ over here!" Rainbow Dash and Applejack placed a hoof around their shoulders and smiled at each other, leaving the doctor to stare dumbfounded and somewhat irked at the sight of those two together. He wondered what they do in-NO! He blocked it out the moment he thought of it. Dr. Facilier might be a villain, but even HE had standards. He merely tipped his hat to the three as he went to go find Fluttershy.

"Y'all have been kind, it's been fun to talk,
But I gotta find Fluttershy, I have to walk.

Rainbow Dash grinned mischievously at him "Yeah, because you two are 'friends~'..." she said in a mocking tone as she then pointed him to her with her free hoof "She's over in the corner talking to Big Macintosh!" It was good to know where she was, as he went to trot over, leaving Rainbow Dash to call out "Good luck~!" giving a wink, leaving the doctor to get annoyed at the gesture. After reaching her destination, he noticed the two talking, and then the one called Big Macintosh stared right at him. He was a large red stallion with a harness over his neck and half of a green apple as his cutie mark, assuming that this stallion was related to Applejack and Applebloom. Big Macintosh didn't say a single word since Dr. Facilier arrived, staring with a bored expression as a blade of wheat stuck out of his mouth, whereas Fluttershy noticed, flinching a little "Oh! H-Hello, Dr. Facilier! Are you enjoying yourself?" She asked, then shrunk back and looked away "I-I'm sorry, of course you are...This is Pinkie's party after all..." Pinkie could be found flying across the room with a helmet, yelling "No it isn't! Wooohooo~!!" there was a loud crash, causing Fluttershy and the doctor to wince at the sound. What was that pony doing? Dr. Facilier tried to ignore the random action as he turned to Fluttershy.

"Actually, I was lookin' for you.
I'm not really sure on what else to do."

Fluttershy quickly turned to the doctor, giving a faint blush at the thought of him searching for her "L-Looking for me? Wh-Why?" She was almost breathless, and the doctor sighed, wondering if what Rainbow Dash said was true. He enjoyed being adored by woman left and right, but he would never want to deal with being in a committed relationship with someone that liked him. All he wanted was money, mischief, and power. Dr. Facilier went to answer her question, but then the lights faded a little as a disco ball emerged from the center of the ceiling, spinning around. He was impressed at the display, but was then caught off-guard by a song that started playing. It sounded like nothing he ever heard before in his life, in fact it sounded horrible to him. It was nothing but beeps, boops, bumps, and wubs over and over, and everypony around him was found dancing to it with smiles on their faces, and even noticed Big Macintosh was dancing a little despite looking bored. He sneered at the music as he stood stock still at the abhorrent sight in front of him, and noticed Fluttershy looking concerned "Do you not like this kind of music, Dr. Facilier? I figured you would enjoy this piece." The doctor shook his head to her.

"This ain't my music, this ain't my jive.
Whoever made this shouldn't even be alive!"

Fluttershy shrunk back a bit at the mean response the doctor uttered "U-Um...this was a song made by Vinyl Scratch. She is a talented music pony who makes more songs like this." Even the name gave him more reason for hate. Vinyl Scratch? It's a crime to music in his case. The very thought of the atrocious cacophony of noises they called music was entertaining to them was maddening. He sighed as he trotted over and sat down on a chair on his haunches, looking like a depressed squid as he stared at the scene in front of him. Fluttershy looked sad at the fact that Dr. Facilier wasn't enjoying himself at the moment, and looked around, hoping Pinkie didn't catch him. She trotted over and sat next to the Shadowcolt "Umm, if it's not too much trouble, can I sit with you? P-Please?" She looked away, seeming embarrassed. The doctor looked up and gave a faint smile.

"I won't stop ya, come sit right here.
You don't seem like the dancin' type with your fear..."

Fluttershy hesitantly sat next to him and replied to his comment "Well, yes, it's true...I can't really bear everypony staring at me while I dance by myself." she cringed at the thought "I-It makes me nervous..." she shook a little, then flinched as she felt a hoof on her back. She turned to see Dr. Facilier give her a comforting smile, making her look away, but smiling a little "Th-Thank you, Dr. Facilier..." The doctor gave her back a good pat and went back to watching the dancing ponies.

While the song played, Pinkie noticed Fluttershy and the Shadowcolt sitting down and not dancing. She could only gasp in surprise as she sped on over and stopped in front of the two, making them jump "What are you two sillies doing? You shouldn't be sitting on your flanks like couch potatoes! You should be DANCING!" She said as she gave a comical dancing twirl, making the doctor groan.

"Sorry, Pinks, but this ain't my jam.
I'd dance to a different beat, if I can..."

Pinkie looked determined, and nodded as she gave a mock salute "Your wish is my command!" She said as she sped to the record player and switched the records. Everypony noticed it, some even groaning and jeering as it stopped, but when Pinkie changed the record, a new song played, and this one caused some ponies to murmur as the intro played out.

( For your listening pleasure...if you want to, that is... )

Dr. Facilier was tapping a hoof to the opening beat, and his ears perked up to the familiar sound of jazz instruments being used in a wonderful fashion. His eyes lit up with surprise and slowly growing determination as he looked for a vacant spot on the dance floor. When he found a spot ripe for picking, he quickly leapt off his chair and got himself situated for dancing to this new jazzy beat that had been produced. Everypony turned to see the Shadowcolt as he began breaking out some pretty good dance moves, some even better than his little demo he performed back at Sweet Apple Acres. Pinkie, Fluttershy, and their other friends watched in awe as he danced like there was no tomorrow. The doctor danced with his eyes closed, a smug smile on his face with each move he made. When the song was halfway finished, he looked around and spotted Fluttershy staring at him, smiling as an idea crafted into his head. He danced his way over to Fluttershy and used a free hoof to wave Fluttershy over to him, wanting her to come over to him. Fluttershy's eyes widened in shock as she pointed to herself, looking nervous, with Dr. Facilier nodding in response. Fluttershy noticed some ponies began looking at her, and she began to cringe and shake "B-B-B-B-But-but-but..." Rainbow Dash groaned behind her "Just go already!" She shoved Fluttershy onto the dance floor, earning a glare from Applejack, and defended herself "What? It had to be done! You know those two belong together!"

Tension was rising with poor Fluttershy as she stood stock still next to the dancing doctor, shifting her eyes to see expectant ponies left and right and whimpering cutely. The Shadowcolt saw this and decided to take matters into his own hooves as he shimmied near the timid pegasus and whispered in her ear.

"Follow my lead, girl, I got your tail...
With me at your side, you will not fail."

Fluttershy flinched as she heard those last words. Could this stallion really care for her? Not wasting a moment of the doctor's time, she hesitantly began to move her legs to the beat, paling horribly in comparison to Dr. Facilier's mad skills. She turned to see the doctor nodding in approval, and figured she should try more as she added more oomph to her dance moves for his sake. She began to smile as she felt a surge of excitement from dancing as her moves began to appear more graceful and appealing to the audience around her. She was able to ignore everypony around her as she looked at Dr. Facilier, who was grinning at her successful dancing. She could only grin back gratefully as the two danced side-by-side to the rest of the song. When the song ended, the two struck a good duet pose as everypony cheered and stomped their hooves in applause. Normally, this would cause Fluttershy to shrink into her mane at the magnitude of the noise and the amount of people producing it, but that didn't matter as she looked into the charming doctor's eyes as he grinned at her. She felt like she was walking on sunshine when staring at him, yet she was unaware it wasn't being returned in kind. Dr. Facilier was happy to feel that he had probably earned Fluttershy's unquestioning trust, and could not wait to exploit it at the right times if necessary. As the two stared, Pinkie was at the record player "Okie Dokie Loki! Time for another song change! It's a good thing I found this one!" She said as she switched the records, the new song starting up.

...He couldn't believe it...

It played...that very song played again...those drums...those piano keys...those voices provoking more paranoia in his ears. Upon hearing this song, his charming grin left in a flash as he stood still, his eyes widening and twitching as the song progressed. Fluttershy, along with the rest of the ponies watched in confusion, murmuring at the scene in front of them. The timid mare was the first to look worried as she trotted over to the doctor "Dr. Facilier?? Wh-What's wrong? Did something scare you??" The Shadowcolt couldn't hear the mare over the beat that was being produced. And if that wasn't bad enough, it even had those words going through his head like hammered nails:

ARE YOU READY~!?

It was awful. He was reliving his most recent defeat with those words repeating.

ARE YOU READY~!?

He couldn't take it anymore, as he raised both forelegs to his temples as he gritted his teeth "GET OUT OF MY HEAD! GET OUT OF MY HEAD!!!" Not even realizing he didn't rhyme for the first time, he pushed a group of ponies around him out of his way as he found the exit and galloped. Fluttershy saw this and galloped after him "Dr. Facilier! Wait!!" Twilight felt concerned herself as she turned to her friends "C'mon, girls!" Twilight and the rest of her friends followed Fluttershy out the door, wanting to help her as well.

When he ran outside, he went as far as the nearest oak tree and placed a hoof on the bark, hyperventilating and sweating profusely as his mane and tail became more whacy, frazzled, and disheveled like before. He stared down at the ground as each bead of sweat poured like rain onto the grass. When he was sure the song was out of earshot, he looked up to the pale moon, sitting on his haunches as he tried to calm himself down. It was as if they planned this all along. His so-called 'friends' were tormenting him still, just in a more colorful and creative way. It was no surprise that almost everything in this world was enough to drive a human being to insanity after a good period of time, but he already went through a period of that before this. With one last deep breath, he sighed as he looked down, his tophat looking to almost fall off of his head, then flinched as he heard a faint voice "Dr. Facilier!" He looked up, and thought he was hallucinating when he saw Fluttershy galloping to her in the distance with a look of worry on her face. He went to place his head back down until she heard her call again "Dr. Facilier!" He looked again, and could've sworn he saw some tears streaming from her eyes. Did someone in this world honestly feel that much for the Shadowcolt?

When Fluttershy and her friends reached him, Fluttershy knelt down in front of the doctor, placing a gentle hoof to his head "Dr. Facilier! Are you alright? What happened?" she sniffled a little as she wiped tears from her eyes with a free hoof. The Shadowcolt noticed that everypony behind her looked at him with the same expression of worry and concern, even Pinkie, who he could've sworn looked darker and having a mane that lost all of it's puffiness. Was this some kind of trick? Was this all being staged? He was about to say yes, until it happened.

Fluttershy quickly hugged Dr. Facilier, despite how much he was sweating, and began sobbing lightly "I-If it was my fault, I'm sorry!" she continued crying in his chest. He couldn't believe his eyes, and then turned to see Pinkie stepping up "I picked that song thinking you would dance to it. I didn't mean to make you go all crazy..." her lower lip quivered. Twilight was next to come up "We didn't expect you to act like that around that song...even though none of us ever heard it before, for some odd reason. I hope we didn't cause you any problems." This just keeps getting more surprising. Every little pony in front of him showed him sympathy, guilt, and concern all at once, and did not even give off any wicked vibes at all. Was he wrong about this place? He did manage to learn a new trick, and was more than happy to have mastered it. And if that wasn't enough, he had the one mare in front of him, caring so much for the Shadowcolt that she was even crying in his chest.

...Perhaps this was a second chance for him...

He slowly raised a hoof, and then began caressing Fluttershy's long flowing mane with it, causing her to look up with tear-stained eyes. Dr. Facilier looked back at her with a comforting smile, and uttered some words.

"I'm okay now, no need to cry...
Thank ya for findin' me, Fluttershy.
That song just brought back bad memories of mine.
It triggered my brain, and I went out o' line..."

The doctor looked to the other ponies, who wondered what he was gonna say next.

"Thank y'all kindly for havin' me here...
I think I'd consider you my friends, all dear.
Jus' lemme catch my breath, and head back inside.
I'll be right with ya, with moves I haven't tried..."

Everypony began to smile at his words, Pinkie's mood slowly becoming better as she grew a little brighter, except for Fluttershy. She said "N-No..." causing everypony to stare at her in confusion. She wiped her eyes as she then looked at Dr. Facilier "I...I-I wanna stay out here, with you...to wait with you..." she said as she slowly began to smile "I wanna wait for you to get your energy, so that we might dance together again..." she then blushed "I-If that's alright with you, I mean..." The doctor chuckled as he weakly patted her head. Fluttershy's friends were moved by the scene, Rarity even shedding a tear at the romantic overtones of what happened just now, and they each made their way back to Sugarcube Corner, though they galloped a good distance away, leaving Fluttershy and the Shadowcolt laying under the tree, watching the moon as they smiled.

'I'm not actually FEELIN' this way, am I?'

End of Chapter 7

Chapter 8

Chapter 8

New day, new threads, new plan.

Last night was amazing for Fluttershy, sitting next to her newest friend whom she cared so much about while staring at the moon under the trees with him. The funny thought is, she'd like to be a tree, but she digressed with the heartfelt moment. It was short-lived, however, seeing as how the day after the party, it was as if none of the events involving the two never happened. In fact, it was much more different today despite her guest's company.

Dr. Facilier was busy with more books he borrowed from the library, studying hard as he read each page with an excited grin similar to a foal in a candy store. He really enjoyed reading those books as much as Twilight, and it bothered Fluttershy slightly, seeing as how he ignored her a bit. She felt a bit torn to see him pay attention to more books than the same mare that welcomed him into her home, and was kind enough to give him a small tour of Ponyville. She stroked a hoof under her chin, wondering if she should take Rainbow Dash's advice and be more assertive around the Shadowcolt, although, he hasn't done much wrong since he arrived. She blushed at the thought of them being together, but then hung her head down knowing he didn't particularly want to go that far. Maybe she just needed to give him time to understand her feelings towards him, but for now, she wanted to talk to him and maybe convince him to help feed her animal friends. Mustering a small hint of confidence, she trotted over to Dr. Facilier's side and smiled, although he didn't acknowledge her, and cleared her throat to try and get his attention "Umm, Dr. Facilier? As much as you are having fun with your books, do you think maybe you could help me with my chores? I-If it's not too much to ask, that is..." The doctor, not even turning to Fluttershy, simply waved a hoof, as if shooing a fly from his personal space.

"I'll be with ya, darlin', I'm jus' a bit busy.
All these books are downright nifty!"

He almost drooled at the newest spell he had his eyes on: A 'Coming to Life' spell. He wondered if he would pass himself off as a necromancer as well, conjuring some slaves to do his bidding 'I really do need another set of hands to do my work...I mean hooves...Damn, this place is really gettin' to me...'. But before he could think further, Fluttershy tried speaking again "P-Please, Dr. Facilier? I would really appreciate your help...and I don't want to keep my animals from starving..." The doctor sighed and looked at the small hint of sadness in Fluttershy's eyes. While he thought he was his old self again, for some odd reason, he couldn't help but feel a pang of guilt for almost brushing her off 'The hell is wrong with me?'. He clenched his eyes at his feeling, then took a deep breath as he got up.

"Sorry, Flutters, I can't help myself...
Every page in these books are considerable wealth."

Fluttershy smiled, and responded with a better mood "Oh, it's alright...I understand you only want to expand your knowledge since you want to stay here-" There was a knock on the door, causing the timid mare to flinch a little and turn to it. She looked back to Dr. Facilier with a smile "Could you please get started while I answer the door? I really appreciate your help..." she said as she gave the Shadowcolt a small nuzzle and went to the door. Upon answering, Rarity stood with a smile on her face "Fluttershy, darling! Is Dr. Facilier here?? I need to see him!" Fluttershy tilted her head at Rarity, then turned to see the Shadowcolt levitating sacks of animal feed as he trotted over with a question.

"Hey, Fluttershy, where do I begin-

He saw Rarity and flashed a charming smile

Hey there, Rarity, how y'all doin'?"

Rarity giggled at his greeting and beamed at him "Just the gentlecolt I wanted to see! I need you for a favor, if you don't mind!" Fluttershy obviously knew Rarity's intentions, what with how she wanted new designs and the like in her line of fashion, but was surprised to hear Dr. Facilier speak.

"Politely declined, I'm afraid to say...
Perhaps I'll help later today."

This caused Rarity to pout a little "Oh, but I really need you right now! I have a new design and YOU'RE just the pony I'm looking for!" Fluttershy cut in with a suggestion "Umm, Rarity...If you don't mind me asking...why haven't you talked to Big Macintosh yet?" Rarity shook her head "Nonono! This design was meant solely for Dr. Facilier and nopony else!" She turned to the doctor with pleading eyes and a begging smile "Please come by to my boutique?? Pleeeease~?" Dr. Facilier couldn't handle dealing with a woman who wouldn't shut up about what she wanted, let alone a unicorn mare that admired his charm. But when he thought about it, he felt rather naked with only his hat, and he didn't want to feel like a lowly quadraped that feasted upon grass the whole time despite his new magical discoveries. He looked to Fluttershy, who looked back at him "I-I won't stop you, if you want to go, Dr. Facilier..." she looked down with a smile "Um...I-In fact...I'd love to see what you would look like in a set of clothes..." She looked up at him "Since it's Rarity who's doing it, she's bound to give you something nice..." The Shadowcolt was happy to know that he didn't have to deal with feeding some animals he didn't even care for, and he even gets a nice suit for it. It's a win-win. He gently levitated the sacks of animal feed he carried on the floor of the living room, and looked at the two mares with a smile.

"Guess my mind's made up today...
I'll follow ya, Rarity. Lead the way."

Rarity could only give off a cute fangirlish squeal as she trotted in place at a fast pace. She then turned herself and nodded her head for him to follow "This way, please! This is going to be SPECTACULAR!" She said as she began trotting along the trail to Ponyville with a wide grin on her face. Dr. Facilier reluctantly followed, thinking that he might be in for a world of hurt. Giving one last look to Fluttershy for reassurance, she could only look at him with a confused expression, only to grin at him. He thought he heard a cute squeal the moment she grinned, but smiled back at her as he turned and followed Rarity to her shop.

He never got the chance to see Rarity's home, and he had to admit, it looked marvelous on the outside, reminding him of an old Carousel ride back in his world. Rarity looked back at him with a smile "Well, here we are! Welcome to Carousel Boutique, where every thing is chic, unique, and magnifique!" The Shadowcolt gave a low whistle to the exterior design.

"I'm likin' the looks or your place already...
I'll bet your business is nice and steady!"

Rarity raised her nose in the air with a smile after giving her stylish mane a toss with her hoof "Your charm just knows no bounds, does it?" She then turns to him "Oh, but what are we doing out here? Let's get you fitted, shall we?" She said as she opened the door and led Dr. Facilier inside. He looked around and saw many pony-shaped mannequins (or ponnequins) covered with exotic and stylish dresses, most of them appearing feminine. He always wondered about the gender ratio in Ponyville, but paid it no mind as Rarity lead him to a large stand. "Now you just stand right up there! I'll be right with you!" she said as she trotted to get some supplies. The doctor watched, thinking this probably wasn't a good idea, as he felt like one of his voodoo dolls about to get poked with a pin at every angle of his body. He spotted Rarity pulling out a large roll of dark purple fabric, some balls of thread, and one of the sharpest pins he ever seen since his failed plot back in his old life. Rarity looked at Dr. Facilier with a wide smile "Now, hold still! I can't WAIT to get started!" The Shadowcolt could only twitch his eye as he regretted his decision completely.

After what felt like a long period of small mistakes and stifled yells, a new suit had been made for the witch doctor. He had to admit, while the wait was painstaking, it was very much worth it as he began admiring himself in the mirror with a grin on his face. He had a purple tuxedo similar to the one he wore as a human, only instead of a shoddy light purple undershirt, he got a suave white dress shirt with black buttons. The sleeves on his tuxedo were complimented with small topaz cufflinks for extra flair, were he to come around higher-class ponies. He couldn't be more happier with this article of clothing, feeling like his old self again, minus his signature cane. He then looked down at his shadow, and his brightened mood slowly began to wither away as he realize his old friend might be lost forever. His shadow was all he needed to complete the set and feel like he was on top of the world once more, and all it could do was stare back at Dr. Facilier, mimicking his movement as he raised a hoof to look at his clothes. Rarity, upon seeing his faint depression, looked as if she were about to be told a loved one was dying "Do you not like it? Did I overdo it? Was it not enough!?" She asked frantically, snapping the doctor back to reality as he turned and gave a smile to Rarity.

"This is the best thing I've ever seen!
Your style of fashion is very serene!"

Rarity, smiling upon his words, sighed in relief "Thank you, darling. I've never thought I would make something like this for anypony in only a few hours! You really have done me a good service!" It was good for the doctor to know that she wasn't about to smack a filly, but then looked back and wondered about his clothes.

...How much was this going to cost?

He flinched upon the very thought of money, remembering he was more broke than his old talisman, and wondered how exactly he was going to pay. Maybe Fluttershy would be kind enough to lend him a few bits of cash in order to pay off the expenses for the suit. He did not want to part with something so amazing that it could increase his charms and good looks tenfold. He slowly turned to Rarity, an embarrassed smile on his face as he asked.

"Just to be sure that I'm not lost...
How much exactly will all this cost?"

Rarity, who only tilted her head in confusion, only waved a dismissive hoof with a warm smile on her face "Oh, don't worry yourself at all about the costs, Dr. Facilier. You modeled for me, and the suit looks positively ravishing on you! Also, it's not like you needed something to go by to begin with, seeing as how you've only been in Ponyville for a day. Consider this one free of charge, courtesy of Your's truly!" She said as she batted her eyelashes in an attempt to look attractive and give the doctor some charm of her own. Dr. Facilier could not believe his ears. This suit, which would probably cost thousands back in his world, just given to him. By a pony. for FREE. He thought this was some kind of sick joke at first as he raised an eyebrow at her.

"What's your game, girl? You sure about this?
You sure there ain't any terms I've missed?"

Rarity looked taken aback "You think I'm joking? Darling, I would never joke about giving away such fabulous clothing away to a friend! And that's only the first reason. I need to stick to my element after all!" He almost paid attention to the next part, remembering Twilight talk about something called the 'Elements of Harmony' when he was borrowing more books. The books! He wanted to go back and manifest more power from each page 'The sooner I get outta this place, the sooner I'll be wakin' the dead! Hehehe...'. So he wrapped up his little episode with Rarity and spoke with a smile on his face.

"Thank y'all, darlin', for these new threads.
I'm bound to turn me some more heads!"

Rarity was overjoyed by his grateful statement, thinking that the Shadowcolt might do her proud in trotting around with his new suit. When she was about to reply, her door slammed open, revealing Twilight, who had Spike sitting on her back "Rarity! Are you here!?" Rarity trotted over, a little annoyed at Twilight's entry, yet thought something big might have happened and began to feel concerned "Twilight? What is it, dear?" She turned and smiled to Spike "Hello, Spikey!" Spike stood up on Twilight's back and bowed to Rarity "How's it going, milady?" He said with a smug smile, and lifted up to see his worst enemy behind the love of her life. Spike really had a thing for Rarity, and Dr. Facilier and his charismatic aura would only cripple his chances of happiness. He glared a little as he muttered "What's he doing here?" Twilight looked up at her assistant, looking stern "Spike, be nice!" She turned to Rarity "I'm actually here because of him!" Rarity tilted her head "Why? Did he forget to return a book on time? I'd consider a stallion of his type to be more punctual-" Twilight interrupted "Not that! I got a letter from the Princess wanting us Dr. Facilier to come to her castle!" The doctor couldn't believe his ears as he heard Twilight. It was only his second day in this village, and already he's being summoned to a castle. He grinned at the thought of bending the princess to his will, giving him whatever he wanted, be it money or a spot in the royal courts. Rarity could continue "Really? Why, that's fantastic! With the doctor in his new suit, I'm sure Princess Celestia would be thrilled to meet him!" Spike scoffed at the thought of Dr. Facilier being liked by the princess, let alone Rarity. He admitted he was jealous of him, but he just couldn't handle a random stranger of a stallion to just waltz into Ponyville and try to sweep his girl off her feet. Rarity smiled "What are we doing standing here? Let's get the girls before the train leaves!" She turned to the Shadowcolt "Dr. Facilier! Why don't you head back over to Fluttershy's and tell her the news! Oh, and do be careful with the suit! I want you to look your best for the princess!" She added with pleading eyes. Dr. Facilier thought this was going all too well for him after dealing with enough crazy stuff in his time. Perhaps he just might break ties with his newly made friends if everything he ever wanted comes to him soon enough.

He trotted along the trail back to Fluttershy's college with an evil grin on his face, ready to turn his first crown-adorned head with his new suit.

End of Chapter 8

Chapter 9

Chapter 9

Welcome Back

The mane six, along with Spike and the Shadowcolt, have all boarded a train from the Ponyville Train Station that was scheduled to head to a place called Canterlot. He figured it was a fitting name, given how he was headed towards an amazing city with a castle in it, and could only wonder if the Royal Guard there was as good as the mares claimed. It didn't matter to him now, as he was almost done with another book he brought with him. Twilight was just amazed at how dedicated Dr. Facilier was to reading books, and wondered if the two would ever want to discuss certain books over tea. The doctor slammed the book shut as he had wicked grin on his face, startling Twilight "Doctor, you look like you're ready to kill somepony..." she watched him do a double take and look over at Twilight with mock confusion.

"Why you say that? Do I look that bad?
I don't really wanna make you mad..."

Twilight shook her head "No, sorry, I shouldn't say it like that...Maybe that's how you always smile!" She said with a smile of her own. Another bullet dodged. It was good to know most of his actions considered shady to most people manage to blend in with the norm around Ponyville, moreso his new 'friends', especially Fluttershy. He could only wonder why she cared so much for him, and even turned to see her look out the window, lost in thought. He had a mind to talk to her, but then he remembered the spell he covered. The doctor wanted to bring something to life, but what?" he looked around to find no worthy candidates, making him sigh as he looked down. Twilight looked at Dr. Facilier and tilted her head 'Is he thinking about Fluttershy perhaps? The two seem almost perfect for each other...' but she wasn't aware of his dark motives at all. The doctor continued staring as he pouted over not finding any suitable test subjects, until an idea dawned right in front of him. It was there, it wasn't a mare, and it was as shady as his heart. His eyes slowly widened as he stared down, and then beamed with overzealous glee as he got up and went to cheer out loud, only to remember he was around the 6 mares and Spike, who only glared at him while the rest stared. He shifted his eyes, looking embarrassed as he thought of an excuse to be alone.

"I feel like stretchin' my legs for a while...
It's not like this trip lasts for a good long mile."

Fluttershy and Twilight looked at each other, then at the Shadowcolt, with Twilight speaking first "Do your legs need that much exercise? The train's moving pretty fast and I don't think there's much else to do here..." Pinkie then hopped up "Except sing! But the better question is what song would be best for a train trip? Oh wait, I know!" She cleared her throat "IIIIII've been working on the raaaailroad~, aaaaall the wind long daaaaaay~!" Dr. Facilier winced with each word, slowly inching away from Pinkie as she continued singing 'Confound these ponies! They drive me batty! I gotta get outta here quick!' he thought as he turned to Twilight and Fluttershy, smiling.

"While you sing your diddies and let melodies loom,
I'm gonna go find the little colt's room!"

He then quickly zipped to the nearest cart door, opening it with his unicorn magic. Twilight called out "But Docto-" the door already slammed shut, leaving everypony and Spike staring in confusion, Spike hopping up on his seat and breaking the silence "What is with that guy?" He scratched his head as Twilight responded "I don't know..." there was an awkward silence as she then added "I wonder how long it'll take for him to realize there isn't a bathroom on the train..." They continued staring, until Spike shrugged "He'll figure it out eventually..." he said as he plopped back down into his seat, next to Rarity, who was hoping Dr. Facilier wasn't messing up the suit as he went through the next cart.

When the Shadowcolt got through the door, he was lucky enough to notice the cart he was currently in was as empty as his suit's pockets. He grinned, and gave a low cackle as he shifted his eyes around to make sure nopony was watching. He then saw his shadow on the wall and narrowed his eyes with determination and dark glee, his horn beginning to glow 'Time for a little experimentation...Experimentation central!!' he thought to himself with a chuckle as he zapped the statue with a small beam. The doctor stood idly by, waiting for results. For a few minutes, nothing happened, leading him to think he had been gypped, or that he must've misread a page or two. He went to go back, until his ears perked up, hearing an eerie rumble echo in the cart. Dr. Facilier quickly turned back and darted his eyes all around the cart to see nothing shaking. He thought he was hearing things, until he caught his shadow rippling as if it were a reflection in beach water. He stared in question, wondering if he was successful, and his jaw hit the floor when he saw his shadow stretching each of its limbs and opened his mouth, acting like it woke up from a long slumber. It scratched the back of its head for a second, and then jumped in surprise to see Dr. Facilier grinning widely at it.

"I'd thought our thing was at an end...
Welcome back to life, my friend..."

The shadow jumped around in joy, and then jumped to the doctor as the two somehow shared a hug. The Shadowcolt was chuckling, as he gave off a mischievous glint in his eyes 'The Shadowman is back, baby...'

He came back to the cart where the mares and dragon reside, trotting back to his seat next to Fluttershy, who stared at him "D-Did you realize there was no bathroom on this train?" Of course he knew there wasn't, he just needed air and a place to conduct his experiment, and he could never be happier with the results. He nodded to Fluttershy in mock disappointment.

"Yeah, I guess I pushed my luck
I only have myself to buck..."

Applejack looked over at him with an arched eyebrow, suspicious to what he had said "Ya sure y'all ain't tellin' a tall tale, Sugarcube?" The doctor looked back at her, and shook his head as he rolled his eyes.

"I jus' don't know about Ponyville much.
I've only been here for a day and such..."

That time, Applejack's expression of suspicion changed as she smiled "Well, that much is true...Iffin' I didn't know any better, I'd say you were fibbin' somethin' fierce, Doc..." He kept a calm face and nodded, but on the inside, he felt threatened by Applejack. Was this mare some kind of living lie detector? He should probably use his words more carefully, but then decided to think about what he would do and say to the Princess once he sees her. The doctor's shadow could only raise a hoof over its mouth and shake a little, looking like it was stifling a giggle. Twilight was looking out the window, and turned to catch a faint glimpse of the shadow giggling, turning back to the window. She then widened her eyes in confusion as she quickly darted back to the shadow, who was mimicking Dr. Facilier's movement like always. She scratched her head as she looked confused 'Maybe I should sleep more. I HAVE been studying a bit too much lately...'.

It felt like the trip was going to end as deafening silence filled the air. Pinkie hopped up from her seat with a look of determination on her face "Okay, everypony!" Spike shot a quick glare "...And dragon!" Spike smiled "So far, this trip has been BOOORING~! We need to liven things up if we wanna get to Canterlot faster!" Rarity turned to Pinkie "What makes you think waltzing around the cart like a ruffian would move things faster, Pinkie?" Pinkie patted Rarity "Oh, ye of little faith!" She raised her forelegs in the air "Time flies when you're having too much fun! Sooooo~, let's have some fun!" Fluttershy cringed a bit "U-Umm, no thank you, Pinkie...I'd rather not get the conductor angry..." Applejack added "Yeah, and besides...Rainbow Dash here's asleep." She points a hoof to show Rainbow Dash snoozing comfortably in her seat, her head leaning against the window. Pinkie could only look as if it were some kind of mystery "Is she now?" She slowly leaned near Rainbow Dash, and after a few seconds of staring at her snoring, she took a deep breath, then shouted "DASHIE! ARE YOU STILL ASLEEP!?" This caused Dash to jump and hit her head on the ceiling, landing back in her seat on her rump as she rubbed her head, glaring at Pinkie "Not cool, Pinkie!" It's a good thing no one caught Dr. Facilier chuckling at this "Dr. Facilier?" No one except Fluttershy 'Son of a-' He stopped laughing and turned to Fluttershy, who tilted her head in curiousity at the doctor "What were you just laughing about??" knowing it was only her who was curious, he only waved a hoof.

"I jus' remembered a funny joke,
Ain't nothing that big for you to poke."

Fluttershy responded "Oh, okay..." She looked down, but then looked back up with light in her eyes as she grinned "I can't wait for you to meet Princess Celestia! Oh, I'm sure if everypony in Ponyville likes you, then maybe the Princess will as well!" Dr. Facilier chuckled in agreement, plotting some witty lines to use on her once they arrived. But then, Pinkie hopped next to the doctor, smiling "Hey! Dr. Fa-silly-a! Why don't you use your shadow and have some fun?" He looked at her with wide eyes, stunned to realize she even knew about this. Twilight turned to Pinkie "Pinkie, what are you talking about? Are you talking about shadow puppetry? Because those are best performed in the dark, or at slumber parties! Or both..." Pinkie shook her head "Nonono, I mean his SHADOW! It can do awesome shapes of its own!" Rarity could only look exasparated at Pinkie's current spiel "Pinkie, why do you wish to press this issue further? You sound as if the shadow is alive!" Pinkie then yelled 'Duh~!!" Rarity groaned at her response "What even gave you that thought?" Pinkie then grinned "I read the last few paragraphs of this chapter!" Rarity couldn't say another word, and Dr. Facilier, along with everypony else in the room was stunned at Pinkie's words, though Twilight could only hide some thoughts from her friends about the statement involving seeing the shadow move by itself, and Rainbow Dash broke the short period of awkward silence as she shook her head at Pinkie "Pinkie Pie...You are SO random..." She went to go back to bed, but then an announcement was heard as the train conductor entered the room "We'll be boarding Canterlot station shortly! Get ready, everypony!" Spike and Rainbow Dash groaned in unison, Rainbow not getting to nap again, and Spike being treated like he was invisible.

The train finally stopped at the station, letting off a thick blanket of steam as the wheels grinded to a halt. The group then got up and out of the train as they made their way through Canterlot, Dr. Facilier looking around to see all sorts of ponies with their noses in the air, dressed in high-class clothing. Some of them turned to see them, and sneered and grimaced at the sight of the doctor, not even acknowledging the suit Rarity made for him. This only served to annoy him as he passed along, but then felt a nudge at his side to see Fluttershy look at her with pleading eyes "I-I hope they aren't making you mad at all, Dr. Facilier..." Before he could answer, a couple of ponies stopped in front of the group. One of them was a colt wearing a black tophat and monocle, his cutie mark being a bag full of bits, while the other was a mare wearing a fancy long-brimmed hat, her cutie mark being a boquet of flowers of different kinds. They both shared posh, condescending looks as they graced the doctor with their debunking "I say, what is a zebra like you doing in Canterlot, and with that hat no less!" The stallion said, with the mare following "I hope you don't muck up the streets with your filth...I heard zebras are very filthy ponies!" Twilight sighed at the two and turned to the group "Just ignore them, we gotta go." They began walking, heeding Twilight's words. However, Dr. Facilier had other plans. When they were a good distance enough, he looked back at the two looking at him with winces and sneers, and glared back, only to remember his friend. He looked down to his shady partner with a smile and nodded his head over to the ignorant couple behind him. The shadow gave a crooked smile and a silent salute as he swooped over to them on the ground the moment both staring parties turned away from each other. While they were walking, the shadow was lucky enough for the couple to be near a wall as it projected itself along said wall at a larger scale, extending a long foreleg in front of the colt's shadow. As if by some cosmic force, the colt himself tripped along with his shadow, falling facefirst on the ground and breaking his monocle. When the mare noticed and looked down at her husband, the shadow then extended a hoof to the shadow of the mare, taking off her hat, and revealing a puffed white mane while she wasn't looking. Taking a lucky guess, he pulled on the mare's mane, only to have it come off easily. It was nothing more than a wig, hiding the hideous visage on top of the mare's head as small hairs could be seen. This caused the mare to look up and gasp, crying in shame as those around her began to laugh and insult the couple. With the mission accomplished, the shadow swooped right back to its master, who could only watch the scene unfold with a pleased grin, giving his shadow a brohoof, to which it returned with a crooked smile. He knew anything that could be made fun of or could destroy someone's dignity was nothing more than a delicacy for rich folk, pony or otherwise. It wasn't long until the mane six and Spike caught on to the scene as well, Fluttershy being worried "Oh my...those poor ponies..." Spike shrugged his shoulders "Karma's wierd that way." Dr. Facilier turned to Spike with a smile.

"I hear ya, Spike, those ponies don't know,
That the powers that be wouldn't let this go."

Spike looked away from the doctor as he faced the castle "I didn't ask for your opinion..." he muttered, Twilight looking up at Spike and sighing at his childish hate for the doctor. She should remember to give him a good talking to later "C'mon, girls, we knew this would happen. Now let's hurry to the castle. We don't wanna keep Celestia waiting!" It wasn't long before they reached the castle gates and waited for them to open.

End of Chapter 9

Chapter 10

Chapter 10

Meeting the Princesses

The group walked through the halls, being lead by four pegasus guards donning golden armor and faces of unbreakable resolve. Two headed at the front while the other two covered the rear as they guided everyone to the throne room. Dr. Facilier was more than confident about meeting Celestia, and might have a good amount of luck talking to her on the same level. After all, he's a royal himself on his mother's side.

When they reached the throne room, two figures could be seen at the end of the room, both tall and majestic. The one on the left was what caught the doctor's eye first, his jaw almost dropping at the sight of her. The figure was expected as a pony, but this one differed completely to all the ones he'd seen back at Ponyville. Her coat was white, like Rarity's, but she had more to show with her golden armor, shoes, gem-encrusted crown, and multicolored mane and tail flowing in a nonexistent breeze. What also got his attention was that she possessed both wings AND a horn, and they both were amazing for their sizes, wondering if she ever used her horn as a weapon in combat. Her cutie mark was a sun, to which it made him wonder if she were a god of sorts, but couldn't dwell on the matter as he noticed her magenta eyes were looking right at him, with a stoic expression on her face as he and the group drew closer. The one next to the ivory pony was smaller than her, and was almost the opposite of the left one in terms of color and background. Her coat was midnight blue, as was her starry mane and tail, which also flowed in the nonexistent breeze. She had black crown matching her armor, but wore ice blue shoes. She looked more serious and anticipating with her turquoise eyes, watching the group advance until they were only a few feet away from each other.

Everypony and Spike bowed two the two princesses in front of them, Dr. Facilier removing his hat as he bowed. The alabaster alicorn's expression changed to a warm smile "It is a pleasure to meet you again, my loyal subjects...And greetings to you, Dr. Facilier." She sounded like a mother happy to see her children after a small amount of absence. The nightshade alicorn, however, sounded way differently, rising up from her throne and speaking "WE ARE DELIGHTED THAT THOU COULD ARRIVE AT OUR CASTLE WHEN WE SUMMONED THEE!!" That sentence alone was enough to give Dr. Facilier a migraine as he gritted his teeth, and flashed a wide smile up to Luna, though winced at the tone of her powerful voice. The other princess waved a hoof, wanting her subjects to rise as she did from the throne, trotting over and looking down at Dr. Facilier "It is nice to see a new addition to Ponyville...Twilight mentioned you in her newest friendship letter." Friendship letter? Was he missing something? She placed a hoof on her chest "I am Princess Celestia, ruler of Equestria and controller of the sun." She stifled a chuckle as she waved a hoof to the nightshade alicorn "And the one who spoke at an amazing volume is my sister Luna, Princess of the night." He figured as much when he spotted her crescent moon cutie mark. She trotted up and held out a hoof, speaking in the same volume "CHARMED!" Celestia gave Luna a stern look "Luna, I told you ever since Nightmare Night that there was no need to use the traditional Royal Canterlot Voice." Luna shrunk back and donned an embarrassed smile as she spoke at a lower, more tolerable volume "Erm, our apologies. We can barely control ourselves, and we've only had one set of voice lessons from Fluttershy." What was with this pony and using the word 'We' in her sentences, the doctor thought. Was she referring to Celestia? No, she would never speak at that volume. Could she have a possible shadow as well? Dr. Facilier could only gently take Luna's hoof and bow again.

"It's nice to meet the Queen of night.
That voice o' yours has lots o' might."

Luna took her hoof back with a smile as Celestia turned to the rest of her subjects "We only summoned you all here so we could speak with Dr. Facilier alone..." This caused the group to look confused, as Celestia showed a reassured smile "The guards shall lead you out in the halls while we have our audience with this one. If you will please make your way out, we shall have a feast later on so you won't come here entirely for nothing." Twilight wished to speak, but Celestia placed a hoof on her shoulder and gave her a reassuring smile. Twilight wasn't one to argue with the princess, her ruler and mentor, and she signalled the group to follow her outside, the guards following suit. When the doors closed, it was only the two princesses and the Shadowcolt, and the deafening silence that followed after the group left. He thought that this was his chance to get his charm working and turned to grin at Celestia, who looked at him with the same stoic expression from when he first laid eyes on her. He hesitated a bit, wondering why she hasn't spoken first yet, but decided to seize the moment as he broke the silence.

"It's nice to see you, your majesty.
I'm one for proper formality."

Celestia's stoic expression turned into a serious expression, almost resembling Zecora's glare, but instead of spite, it was omnipotence "I know who you are, Shadowman..." Dr. Facilier could only jump upon hearing his old nickname, looking up at the princess with widened eyes at this. Celestia continued with her hardened gaze upon the doctor's shock and confusion "I'm aware of all that you've done in the past, and frankly, I am very disappointed with you...To be here in this world, you should count yourself lucky." He looked at her, then turned to Luna, thinking she would add something to it, but she, too, stared at him with a hardened gaze, but kept silent as Celestia spoke in a softer tone "Though I must say, I am impressed with your endeavors thus far in Equestria...especially bringing back your old friend next to you..." The shadow, knowing it was compromised, jumped up and let out a silent scream as it swooped behind Dr. Facilier with its forelegs on his shoulders, shivering and cowering at the sight of the princess. The doctor, upon seeing this, began to glare at the princess as he decided to give her a piece of his mind.

"So what's your reason for bringing me here?
You tryin' to hurt me, or fill me with fear?"

Celestia's expression softened even more as she closed her eyes and began to smile "Oh, I would never dream of harming my subjects, let alone scaring them..." She opened her eyes a little as she looked at him with a grin on her face "Instead, I shall do something else..." Dr. Facilier could wonder what she had in mind, but then she began to speak in a mockign tone "To think that the great Shadowman could fall to a simple frog...It's about as disappointing as your crimes..." The doctor flinched upon hearing this, and his unwanted nostalgia hit him like a ton of bricks as he began gritting his teeth at his defeat. Celestia only smiled, knowing her little plan was working "And if that wasn't enough, you went through all that trouble for what you've acquired to have it all go up in smoke thanks to your dedicated servant..." He began to growl as his eye twitched, not wanting to be mocked by his follies back when he was human. The more angry he got, the more he forgot to realize the slowly growing beat in his mind. When his anger was at a good level, the familiar music in his ears was as loud as his welcome party the other night, and noticed it as he yelled and got in a defensive stance, turnign his head frantically and darting his widened eyes as the haunting melody began to fade. Celestia could only chuckle as she got her point across "You see, Dr. Facilier, you should thank me...you are only halfway out of the mess you made with those mischievous devils." She placed a hoof on her chestplate "I've talked with your...'friends'...hearing about your little debt problem, and I've decided it was best to see if I should try my hoof into giving you a second chance in your life to see if you could change your ways." The doctor turned to Celestia, not believing what he had heard.

"How'd you know about my friends!?
Are you sayin' I gotta make amends?"

Celestia closed her eyes as she responded with a solemn tone "I'm afraid I cannot answer your first question, Doctor. However, as for your next question, yes..." She looked at him with a serious expression "You can be free from your debt with your 'friends'..." The Shadowcolt perked up at the thought of this, only to sink down upon hearing the terms of compliance "IF you change your ways completely, learning the Magic of Friendship in the process..." There she goes again with the term Frienship. His shadow was the only true friend he ever needed, turning to it with a smile as it gave a crooked smile back. Celestia looked a little angry "I'm serious, Dr. Facilier...you cannot rely on your shadow and dark magic alone if you wish to make a new life here...You already have the trust of the Elements of Harmony, and I would be most grateful if you would at least learn from them or treat them with respect..." She then smiled "I even know about how Fluttershy feels about you...You should count yourself lucky you have already made some friends upon arriving here in Equestria..." Dr. Facilier raised an eyebrow at her, deciding to poke at another issue.

"I jus' wanna ask, and don't take long...
Why's it that I hear that infernal song?"

Celestia nodded, enlightening the Shadowcolt's problem "Your friends know your weakness, and felt overjoyed to know it was breaking your mind with a song that YOU have made once you've witnessed the horrible taste of defeat as a human, and decided to use it as a mental sidearm to cripple your chances..." She closed her eyes, setting her head down as she continued "They made it to where if you were to portray your negative feelings at a powerful magnitude, that it would trigger that same song to ensnare your mind and regain control. If you wish to not want that song reaching your ears, you shall act different to what you have before in your previous life." Dr. Facilier's jaw dropped at the thought. 'She means to tell me that those guys could pull me back into that hell if I get out o' line!?' The fact that that same song he heard an incredible amount of times would be the gateway back to his torture could only make his heart sink. "Yes, this is a lot for you to take in...But know that you have friends who believe in you..." the doctor looked up at Celestia, who smiled at him, but then had a serious look in her eyes "I cannot be held responsible if you decide to act against the new-found will I've bestowed upon you...I expect you to change, Dr. Facilier, for the better of yourself and your new life...And with Fluttershy at your side, you're sure to do well for yourself. Can you do your best for the sake of Equestria?" The Shadowcolt looked up at Celestia with a serious look of his own. After a minute of silence, he could only bow, taking off his hat and revealing his whacky mane.

"I'll do what I can, you have my word...
But I have to say, this plan's absurd..."

Celestia looked insulted almost, but was happy to know that the doctor was willing to try and change for the better "Thank you, Dr. Facilier...You could learn a lot from your stay here, but remember..." She had a hardened gaze as the doctor looked up at her "While you're under the care of Fluttershy, remember that, no matter the distance between us, I'll know if you'll ever decide to cause major trouble for me and my subjects..." The doctor looked back, almost feeling challenged, but could not find a response as they locked eyes. Celestia then waved her hoof "You are dismissed, we'll be having a feast soon, and I know you'll want to try some quality food here..." Dr. Facilier continued looking, but his mind changed to the thought of the feast. Hopefully they would have some quality wine for him to drink, perhaps some prized chardonnay or merlot. He began trotting out of the throne room, but stopped when he heard Celestia once more "Oh, and Doctor?" He looked back at Celestia, who had a mocking expression in her eyes, showing a cute grin "That is a nice suit Rarity made for you...I hope you treat it as well as your friends." The doctor gave off a wry grin and a short, halfhearted chuckle as he turned and made his way out, groaning that he was under a greater authority than his friends, and had to try and not act like he normally would around ponies. He looked down, and chuckled as the door shut behind him 'She DID say try...she DIDN'T say I was forced to change...'. The two princesses went back and sat on their respective thrones, Celestia giving a crestfallen sigh. Luna turned to Celestia, looking concern "Sister...Do you think it was the right idea to convince the Shadow spirits to relieve themselves of one of their servants? This could prove to be as chaotic as Discord himself..." Celestia turned to Luna and smiled "It's worth a try to make a former villain change his ways...After all, we can only wait to see if he will actually stick to his deal. If things do not work in out favor, at least we know how to react towards a grave situation..." Luna stared, then nodded in approval to her older sister's statement "Very well, sister...I trust you." Celestia was happy to know that Luna kept calm about their little secret "I'm glad to hear it...Now let us prepare for the feast. We don't want to keep our guests waiting."

In the halls, Twilight was talking to Spike, lecturing him on why he shouldn't let jealousy get in the way of new friends. Spike could only cross his arms "Twilight, you seen how he acted around Rarity! I can't have that zebra stand in the way of my happiness!" Twilight kept a stern look at her assistant and younger brother "I'm aware of that, Spike! Dr. Facilier just has a tendency to flirt with other mares for fun is all, and you're acting foolish to hate him. Besides, I see him more with Fluttershy, when you look at the two..." Spike sighed "I guess you're right...But do you honestly think he's the right stallion for Fluttershy? I mean, he's kinda...creepy..." Twilight scorned her assistant "Now, Spike. I know that the doctor can be a little...strange...he even reminds me of that other Doctor we have in Ponyville, only more sociable and knowledgeable, but that doesn't give you the right to just judge him out of turn by his appearance!" Spike held out his claws in a halting motion "Alright, alright, I get it. I already know you learned that the hard way..." He looked to the doors to the throne room "He's really taking a long time in there...Wonder what they're talking about?" The other mares were just as curious, about to break out into a debatable set of topics, until the doors opened to reveal a calm-looking Dr. Facilier, trotting up to his friends, who began bombarding him with questions.

"Dr. Facilier, what did Celestia talk to you about?"

"Did she talk about your mane? Or why your teeth are gapped? Not that it's a proble-"

"Did she want ya to read her future?"

"W-Was she angry with you?? I hope not..."

"Did she compare you to Twilight? Hehehe..."

"Did she like the suit!?"

So many questions, and he didn't want to answer any of them but one:

"Yeah, she liked the suit alright.
That princess o' yours seems really bright."

Pinkie giggled "Well, of course she's bright, silly! Just look at her mane! Also, she controls the sun, so when you look at her, the bright has been doubled!" Dr. Facilier craned his neck back at Pinkie, taking some steps back from her as he turned to the rest of the group.

"While my little chat was fun, at least.
Should we move on over to the feast?"

Twilight perked up at the thought "Oh yeah, that's right! She promised us a feast! But isn't one of the guards supposed to-" Somepony cleared her throat, and one of the guards stood, thinking he had been ignored for the longest time. Twilight chuckled in embarrassment, then turned to her group of friends "C'mon, everypony. I hope you all have a large appetite!" Everyone followed the guard stationed to guide them to the dining room, but Dr. Facilier trailed far behind, grimacing at the new situation he was met with as his shadow shared his despair on the wall, making one of its hands turn into a noose and acted like it hung itself. The Shadowcolt sighed at the gesture 'I really am gettin' leashed by a buncha talkin' ponies, huh?' He heard Fluttershy trot over to his side, wanting to walk with him and keep him company. The doctor looked at her as she smiled at him, and slowly returned the smile as he trotted alongside the timid mare. 'Well...it's better than what I dealt with before, huh?'

End of Chapter 10

Chapter 11

Chapter 11

Beware the Shadowcolt

In the Everfree Forest, Applebloom and her friends were walking on a straight trail that lead to the same hut Dr. Facilier found in his travels. When she came to the doorstep and knocked, the same zebra mare answered, looking down and smiling at the group of children.

"So nice to see you fillies at my door.
For what reason did you come here for?"

Applebloom smiled back at the zebra "Howdy, Zecora! Me an' mah friends jus' wanted to visit ya while our sisters were away in Canterlot. Can we watch ya brew some more potions an' stuff? Maybe we could try our hoof at getting a potion cutie mark again!" Zecora took a step back and winced at the memory of the small group's first attempt at making potions, remembering the large mess that she had to clean up that day, and could only decline to their request to help her in her work.

"I'm afraid I cannot oblige your actions,
But I do not mind you watching me make potions."

This caused the group of fillies to let out a synchronized 'Awwwww~' in disappointment, but came in anyway, happy to know they could at least observe Zecora's methods and take some mental notes so they would not screw up again. She led them to wooden stools as she went around her hut, collecting several ingredients for her current brew: A better version of the cure for Cutie Pox. When she took a flask in her mouth, she began pouring liquid, hearing the fillies talk. Applebloom turned to her friends "Ah wonder what the princess thinks of that stallion that was with Fluttershy...He seems like a nice person! What do you think, Scootaloo?" The orange filly named Scootaloo responded with a thought of her own "Maybe she likes his cool hat! I wish I had one like that. Hey, Sweetie Belle! Do you think your sister could make a hat like that zebracorn that visited Ponyville?" This caused Zecora to silently gasp with widened eyes as she stopped pouring the liquid, focusing her attention to the conversation as the filly named Sweetie Belle thought about what her friends said "I think she could do that. I heard she made a nice suit for him, too! But why would you want a hat like that? Don't you think it seems a bit scary almost with that skull on it?" Scootaloo scoffed at the response "It's SUPPOSED to look scary! That's what makes it cool! And Rainbow Dash likes that hat, too, so that's another good reason why I should get a hat like that!" Sweetie Belle smiled as she spoke her mind "I just wanna dance like him! He has such nice dancing moves when he was at the party. Or maybe I should learn his magic!" This caused Zecora to join the conversation with an expression that gave off stern warning.

"The zebracorn you saw is no saint.
For your own safety, you must show restraint."

Applebloom turned to Zecora "Huh? Why do ya say that, Zecora? He's a zebra like you, right? The stallion's already friends with mine and Sweetie Belle's sisters, and even Rainbow Dash likes him! Is he really that bad of a pony?" Scootaloo added "If that isn't enough, the guy's already got Fluttershy at his side like they're coltfriend and marefriend, and Fluttershy's the kindest pony we all know! He really hasn't done anything wrong since he came into Ponyville." Zecora shook her head at the three, and tried warning them again.

"Heed my warning, all of you,
To think kind of that stallion isn't what you should do.
His soul reeks of hidden evil...
He should not even be inside Ponyville!"

Sweetie Belle tilted her head at Zecora's warning "Are you sure about what your saying, Zecora? Have you even met him before? He really isn't all that bad when he was at Pinkie Pie's welcome party! Well...except for that one part of the night..." she looked down in thought, with Scootaloo raising an eyebrow at the memory "Yeah, that part was crazy. Pinkie pulls out this ONE song none of us even know, and then the guy just screams as if he saw an Ursa Minor, and ran out of Sugarcube corner. That's probably the only thing I DON'T like about him..." Zecora rubbed her chin at the thought, curious to exactly what song they were referring to, but was interrupted as Applebloom focused her attention to her "Zecora, weren't you the same pony that said that you shouldn't judge anypony else by appearance? Ah'm pretty sure Dr. Fa-cee-lee-ae ain't all that bad..." Zecora sighed, impressed with her small group of friends poking a small hole in her logic. But she spoke the truth about Dr. Facilier, and wants her friends to be out of harm's way, moreso the Shadowcolt's way. She looked down at her friends with a concerned expression, her eyes asking for understanding.

"My little friends, you must hear my plee.
Do this simple task for me...
Just stay out of that stallion's way,
So you will not hear what he has to say.
He'll use his words like Rainbow uses her wings,
Filling your heads with awful things..."

She hoped that her warning could go through to the three little fillies, but only made Scootaloo beam at the comparison involving Rainbow "So he's like Rainbow Dash with his words? I gotta go find him now! C'mon you guys!" She hopped from her stool and galloped out of Zecora's hut, Sweetie Belle following suit "Scootaloo! Wait for me!" There was only Applebloom and Zecora in the hut now, the little filly looking up at Zecora with one last question "Zecora...Are ya completely sure about that zebracorn? Y'all are the wisest friend Ah've met, and Ah don't wanna doubt ya, but I jus' don't see any evil in Dr. Fa-cee-lee-ae's face...except fer his hat, but Ah'll bet he made it himself." Zecora smiled at Applebloom, happy to know that she would be willing to heed her warning and decided to give her some parting words, knowing she was wanting to leave with her friends.

"I will not stop you if you think otherwise,
But I ask you to not see with just your eyes...
Go now, with your friends, so you can have fun and play.
Thank you for stopping by today."

Applebloom looked down at the floor, pondering Zecora's first statement hard, then looked up at Zecora with a determined face and nodded "Y'all can count on me, Zecora! Ah'll learn not to see with jus' mah eyes!" Scootaloo could be heard outside of the hut "C'mon, Applebloom! We gotta go find that doctor guy!" Applebloom turned to the door, then turned to Zecora and gave her a small goodbye hug and then raced outside with her friends. When she heard the three fillies leave, Zecora could only sigh in worry as she went back to brewing her antidote, but counted herself lucky knowing that at least Applebloom listened to her words.

When they reached Ponyville, the three fillies were wondering on how they should approach Dr. Facilier when he came back with the others. Applebloom was the only silent one, looking down with a serious expression as she was lost in thought. Meanwhile, Scootaloo could only grin about wanting to talk to the Shadowcolt, and wondered if he would help her get Rainbow Dash to hang out with her more. Sweetie Belle wondered if he would read her and her friends' futures that involved their cutie marks, turning to see if Applebloom had the same thought, only to see her look as if she were grounded by Applejack. Sweetie Belle, concerned by this sight, decided to give Applebloom a nudge to snap her out of her thought "Applebloom, you don't actually think what Zecora's saying is true, are you? I'm pretty sure she's got the wrong idea about the doctor." Applebloom turned to Sweetie Belle, answering her question with another question "But doncha think he appeared too nice when we first met him?" She rubbed her chin "She said that he had a way with words...Maybe he's tryin' to appear nice while actin' all evil on the inside..." Scootaloo looked behind at Applebloom "You think too much, Applebloom! Maybe if we talk to him more, he might just be a different guy!" Sweetie Belle nodded "Yeah, and besides, shouldn't we be crusading right now?" Applebloom perked up at Sweetie Belle's thought, remembering her true objective.

What the three fillies had in common was that each of their flanks did not have cutie marks, and it gave them a lot of trouble from others in their school, but when they became friends, they started a group that they dubbed the 'Cutie Mark Crusaders', following whatever plan they have in mind to find what they're good at in life. Sadly, every effort so far has been for naught, but they still persist with their spirit. Applebloom smiled after hearing Sweetie Belle "Maybe yer right, Sweetie Belle! I can think about it later. Besides, Ah heard that Davenport's havin' trouble at his shop again. Maybe we can help him!" The three fillies as they all shouted in unison:

"CUTIE MARK CRUSADER QUILL RETRIEVERS! YAY~!"

They breezed over to Davenport's shop and went on another misadventure. Applebloom's mind was still nagging at the thought about Dr. Facilier, but even she knew it had to wait if an opportunity for finding a cutie mark was presented in front of her.

End of Chapter 11

Chapter 12

Chapter 12

Social Fencing: Zebra Edition

It was the afternoon, as the train finally came to a stop at Ponyville Train Station after a day of travel, and everypony on board was exiting the doors once they have opened. The group got off the train, happy to have touched ground on their beloved home, ready to get back to their regular lives again.

Rainbow Dash was the first to depart from the group "See ya around, everypony! There's a cloud over there with my name on it!" She zipped away, ready to take another one of her scheduled naps. She can be a hard sleeper when not on weather pony duty. Rarity and Applejack looked at each other and remembered their sisters, turning to the others "Well, me an' Rarity are gonna head on over to the elementary school and pick up our little sisters. Ah just hope none o' them did anythin' drastic while we were gone..." Rarity was worried at the last statement "Deary me, I just hope Sweetie Belle hasn't done too much damage to anypony's property! Those three fillies are as ambitious as they are reckless. Well, no sense in talking about it here...Ta-ta, friends!" She waved as she trotted off with Applejack. Pinkie was hopping along with the remaining folks and then went on ahead "I better get back to helping the Cakes with Pumpkin and Pound! I wonder how many bags of flour they used to calm them down!" She giggled at the thought as she hopped away from her friends "See ya later~!" Dr. Facilier sighed in relief while holding his borrowed book, knowing that Pinkie was gone. She was beyond annoying during the trip to Canterlot and back, and considered it a blessing that she was at least out of his sight 'She's more nutty than a fruitcake...' The shadow shook and cringed in disgust when Pinkie left, sharing its master's thoughts about how much he detested her. Twilight turned to the rest, giggling "Well, there isn't much to say for me on my end. Goodbye, you two! And Doctor? Make sure that book is in good condition when you return it to the library. I'm looking forward to your next visit!" She said with glee as she trotted off with Spike on his back, who gave a wave himself, though not saying a word. He was much better around Dr. Facilier, knowing that he took his jealousy too far and that the Shadowcolt didn't have any real feelings for Rarity. This left the socially awkward duo (or trio if you count the doctor's shadow) standing on the station's boarded floor, and then they, too, made their way back to Fluttershy's cottage. They walked through Ponyville, Dr. Facilier still levitating the book with him as the two passed more citizens while his shadow looked around for any possible opportunity of mischief. Fluttershy should remember to let the doctor borrow her saddlebag if he ever decided to go book hunting again, but then decided to break the ice with some conversation to see if he was in a better mood than his time in Canterlot "Dr. Facilier...Did you enjoy the food that Princess Celestia served? I'll bet you were happy about having such amazing dishes." She smiled, but then frowned when she saw the grimace on the Shadowcolt's face. He remembered those amazing dishes alright...one of them being hurled at his face when Pinkie decided to start a short-lived food fight. Rarity was just as pissed off as he was when she noticed the food seep onto his suit, but was happy to know that Celestia's servants cleaned it up. The doctor turned to Fluttershy, and decided to speak his mind.

"That Pinkie Pie's a crazy mare...
She just does crazy things without a care!"

Fluttershy looked away, feeling ashamed that Pinkie could get on Dr. Facilier's bad side so easily, but then perked up as she thought of another topic "Well...h-how about when the princess introduced her nephew to you? Did you enjoy that?" The expression on the doctor's face only worsened at the memory of dealing with one of the most snobbiest ponies he ever met in Canterlot. Prince Blueblood, supposedly a prince who was as kindhearted as he was handsome, turned out to be another addition to the lists of ponies he wanted to make suffer under his power, just under Zecora. He had to deal with his arrogant douchebaggery for so long, and even had to endure that lout's 'mistake' of considering the doctor a foreign servant, but was lucky to have his shadow work its power and make the prince look bad at the table. Once again, he spoke his mind.

"I can see why Rarity despises that one.
But at least, at dinner, we had some fun..."

The doctor gave Fluttershy a forced smile, wanting to at least make it seemed like he actually enjoyed the small conversation, and was pleased to know that the timid mare bought it and returned it with one of her own "I'm glad you enjoyed your time in Canterlot, Dr. Facilier...Maybe we should take you to Appleloosa next...Or maybe Cloudsdale!" She added the last part with more vigor, wondering if the doctor would enjoy the feeling of walking on a cloud. The Shadowcolt could only raise an eyebrow at Fluttershy's brightened mood, but then looked in front of him, and widened his eyes to see a familiar face trotting his way.

Zecora, with saddlebags strapped to her back, was walking in Ponyville to deliver a medicine to a pony that called for her services, and stopped with a gasp to notice Fluttershy walking with Dr. Facilier, who noticed she was coming as well. It was too good to be true, seeing the Element of Kindess herself be walking with an unconscionable monster, and wanted to know she meant business, but couldn't find the heart to glare at the Shadowcolt in front of her timid friend, not wanting to hurt her feelings or make her think that Zecora was in the wrong. She took a deep breath as she held back her anger towards Dr. Facilier and kept a straight face, even giving off a small smile as she approached the two, and greeted Fluttershy.

"Hello, Fluttershy, it's such a thrill
To see you here in Ponyville..."

Fluttershy smiled "Hello, Zecora. It's good to see you, too..." She looked at her saddlebags "Umm, are you delivering medicine again? Who could it be this time? I really hope it wasn't an animal. Oh, I would be so devastated!" Zecora chuckled as she reassured her friend with her real reason.

"I'm on my way to deliver a potion
To help with a pony's lack of notion.
The poor colt in need has lost his joy,
And this potion shall make him a happy boy!"

Dr. Facilier was not amused to know that she made a potion that could alter somepony's feelings. That was kid's stuff where he came from. And when he noticed the faint sense of anger and despise she was giving off at the Shadowcolt, he sneered a little, but not before Fluttershy turned to the doctor and spoke to him "Dr. Facilier, you do know Zecora, don't you? I'll bet you two were good friends!" She said with a beaming smile to see two zebras together. Sadly, she was oblivious to the equal amount of anger and despise that the Shadowcolt was giving off towards Zecora. The doctor kept his purple eyes on Zecora and forced a smile as he spoke.

"Hey there, girl, how y'all doin'?
That's a nice potion ya got brewin'..."

Zecora herself gave a forced smile as she replied to the doctor's words.

"You are too kind, though I should say,
That you are trying your luck today..."

The doctor didn't falter, and would not lose twice to this one. He tossed another verse to counter her own.

"Who's tryin', sweetheart? I'm jus' doin' my best.
With the words your throwin', clearly you jest."

Zecora was unmoved as she replied, the next verse bound to make a good jab at the Shadowcolt.

"With your words, you're lucky to have such a friend
Like Fluttershy to help you play and pretend..."

Dr. Facilier twitched an eye as he kept his forced smile when he heard Zecora almost expose him, and decided he should try a good jab of his own.

"I'm about as true as the big blue sky,
You should probably go help the poor little guy.
I don't wanna be responsible for his pool o' tears,
When YOU'RE the one with the potion here..."

While she did have a duty to perform, the little colt seeking medicine wasn't going anywhere, and Zecora will not lose a battle that the doctor had started.

"I carry out my duties with a loyal heart.
I'll bet you'd think the same, with a different part."

The shadow under the doctor wanted to push Zecora's shadow and make her fall, but the doctor looked down and shook his head at his friend, while making it look like he shook his head to Zecora. He thought of another tactic, and this one proved risky.

"I got my duty and it makes me mellow..."

He placed a hoof on Fluttershy's back, making her squeak in surprise.

And it happens to be the color yellow..."

Fluttershy blushed, wondering if he was trying to say he wanted to start a relationship with her 'It would be good...b-but...i-it's too soon! We've only just met a couple of days ago. Although...he HAS been staying with me at my house...and he IS charming with the suit Rarity made for him...No, I can't think like that....M-Maybe I'll ask him later on tonight...' She was looking away as she tried hiding her face, while Zecora raised an eyebrow with a smile and tried speaking more.

"You say yellow, but you should take it back...
It's obvious you like the color black..."

Fluttershy turned to the doctor "Is it true, doctor? I figured you would like purple better, given the suit you're wearing..." The doctor ignored Fluttershy and forgot his hoof on her back as he responded to Zecora.

"Oh, you playful zebra mare!
Assumin' my likes without a care!
You act like you know everythin' about me!
You're obviously mistaken, it's plain to see."

He had activating Zecora's trap card as she looked smug.

"So you say, and isn't that true...
Does Fluttershy know everything about you?"

The doctor flinched and almost let his smile falter after that line, and turned to see Fluttershy, who agreed to Zecora's words "You haven't really told me and my friends where you came from, Dr. Facilier...Could you tell me what you did before meeting us? I-If that's okay with you..." She looked down, and shifted her eyes up to him "You said there was nothing wrong with a freebie...right?" He let his hoof drop from Fluttershy's back and did not notice he dropped the book he was levitating, knowing that he was trapped now, and he began to sweat, not coming up with any acceptable lies to defend himself. The Shadowcolt began shifting his eyes, catching glimpses of Fluttershy looking curious and confused, Zecora looking smug, and a mare passing by with oranges. Oranges! He wouldn't let this opportunity slip. He turned his eyes to the shadow, and then at the pony with oranges in his saddlebags, silently commanding his partner in crime to do his stuff. The shadow stealthfully swooped over and plucked the mare's shadow, and managed to lift an orange without her looking. The shady fiend then rolled it over in between his master and Zecora, the two locking eyes on the fruit in front of them. He was ready to hit her where it hurts.

"Jus' so something isn't amiss...

He pointed a hoof at the convenient fruit

Mind tellin' me exactly what this is?"

Zecora tilted her head at the doctor's question, and decided to answer it for him since he felt it best to keep their little verbal reverie going.

"Well obviously, it is a succulent orange
That rolled here from-

She caught herself with widened eyes, and finally caught onto the doctor's sneaky trick as he tilted his head and smiled widely with a smug expression of his own. The Achilles' Heel of verse was right in front of her the whole time, and she could only remain silent as she felt like a fool in front of the couple. Fluttershy looked worried "Oh my...Zecora, is there something wrong?" Dr. Facilier donned a look of mock concern.

"Apparantly she remembers her important task.
She's gotta go give the colt his flask.
That boy is probably makin' a fuss!
You should hurry, Zecora! Don't dawdle with us!"

Well played...She closed her eyes in defeat, and could only feel more rage at the doctor for his dirty trick. But he was right, she had medicine to deliver, and she shouldn't keep the colt and his family waiting. She looks up at the couple and decided to give her parting words with a bow.

"Yes, I must go, that much is certain.
But you two should know, we shall meet again..."

Zecora passed the Shadowcolt on the opposite side of Fluttershy, glaring daggers at him while the timid mare wasn't looking. Dr. Facilier kept his smug expression as he saw her leave further into town, but when out of view, he wiped the sweat off his brow with a hoof, giving a sigh of relief 'That was close...that girl almost had me there...' He turned to Fluttershy, who was still curious, and decided to put his silver tongue to work and throw her off the current matter.

"Let's go home, deary, we've waited too long.
We got animals to feed, we should move along."

Fluttershy gasped with a shocked expression "Oh my goodness, you're right! My animals need attention, and poor Angel bunny could be upset!" She galloped to her cottage at a speed similar to Rainbow Dash. He watched her leave, then looked down at his shadow, who gave off a silent sigh. The Shadowcolt smiled and spoke to his friend.

"Yeah, I know...Women, right?
I jus' hope she don't ask that same question tonight..."

He trotted to Fluttershy's cottage at a nonchalant pace, wondering if he would actually get roped into helping her feed the animals.

End of Chapter 12

Chapter 13

Chapter 13

Ouch!

After remembering to pick up the book he forgot back on the way to Fluttershy's, he made his way inside to see the same mare zooming left and right and taking care of her animal friends. When she stopped, Fluttershy turned to see her guest walk through the door "Oh, Dr. Faciler, thank goodness you're here! Can you help me feed the animals? I have my hooves tied, and Angel bunny doesn't seem too happy with me right now..." She turned to see the rabbit cross his paws and glare at Dr. Facilier, his eyes slowly narrowing. This was going to be an endeavor for the Shadowcolt, and he needed to take off his clothes ever since he dealt with that verbal fight between him and Zecora. He levitated his suit and hat off of his body, neatly folding the suit and setting it on the couch with the hat sitting on top of it and his borrowed book next to his outfit. The doctor then turned to Fluttershy with a smile on his face, ready to help her with her chores.

"I'm on it, girl, don't you worry.
These animals don't seem the type to scurry..."

He said as he picked up a sack and took a step forward to the nearest bird cage, and as if on reflex, the birds squawked loudly and frantically flapped to the opposite end of the cage, staring at Dr. Facilier with weary eyes. This only made things harder for the doctor 'I should choose my words more carefully...' Fluttershy gave Dr. Facilier a small nuzzle "I appreciate the help, Dr. Facilier. I just KNOW these animals will enjoy your company since you've been with me long enough!" He took a look around and thought otherwise when he saw every single animal in the house glare daggers at him. This was going to be tough. Fluttershy opened the front door to her home "I should hurry and take care of the animals outside. Good luck!" She said as she stormed out with her animals' food. The Shadowcolt looked around, and took a deep breath as he trotted up to a family of squirrels, scooping up some acorns from one of the sacks with his magic and levitating it to them. The squirrels quickly took the acorns and scurried a good distance away from the doctor as they ate with watchful eyes. The doctor grinned at this, thinking this might be easier than he thought, and moved onto the next set of animals with growing confidence.

After taking care of giving each animal in the house their own set of food, he sighed as he went to go back and put on his suit, only to have Fluttershy come back inside, causing him to jump and turn to her in surprise "O-Oh! I'm sorry to startle you, Dr. Facilier...it was just, I forgot to get some worms for the bir-" She looked around to see every animal satisfied with their meals, although still more than hostile around the Shadowcolt's very appearance, and smiled when she gave the doctor a hug "Oh, I knew you could do it! Maybe you can help me outside as well!" The doctor awkwardly looked around while Fluttershy hugged him, then looked down, as she looked up and quickly jumped back, looking away "I-I'm sorry if I made you uncomfortable..." Dr. Facilier chuckled and patted Fluttershy on her back, cheering her up with a smile.

"You didn't do nothin' but forget the food.
Now let's get those critters in a better mood..."

Fluttershy smiled up at the doctor as the two began collecting more food for the outdoor animals, preparing for the next task. When outside, the doctor was ready to feed, but not before Fluttershy gave him a heads-up "Now, Dr. Facilier, I know how you enjoy using magic, but I would feel so much better to see you feed the animals using only your hooves. It makes for good bonding and trust forging!" Fluttershy beamed at the doctor with her last sentence, confident in his abilities, whereas the Shadowcolt wanted to abuse his powers more. But he can't upset this one and cause a ruckus, and nodded to her request as he got started. He walked up to a group of bunnies, and then took a carrot in his hoof, extending it to them. He saw one of them hop forward and sniff at it, making him smile to see that this could be easy 'Maybe I should feed animals mor-' CHOMP! The doctor's eyes widened as he looked down and saw the rabbit that sniffed the carrot bite down hard on the hoof that held it, causing him to yell in pain. Fluttershy quickly turned to the doctor's direction after feeding some beavers and galloped to see what happened. Dr. Facilier was hissing in pain as he rubbed his bitten hoof, while the rabbit that bit him was innocently nibbling on a carrot "Did something happened? Is everything alright?" The doctor turned to Fluttershy and gave a forced smile.

"Jus' a little mishap, no biggy at all.
All I did was slip an' fall..."

It was good to know he can lie to Fluttershy without Applejack around, but didn't expect Fluttershy to speed over and take his injured hoof "Oh, you poor dear! We should probably get this patched up!" There was nothing major about his injured hoof other than a small trickle of blood from the rabbit's bite. The doctor rolled his eyes in disregard to Fluttershy's care, thinking she's worrying too much as he drew back his hoof and reassured her with a smile.

"Don' worry, Flutters, I'll be jus' fine.
I should go back and make sure that these critters can dine."

Fluttershy, still worried about Dr. Facilier's minor injury, decided to let him go, since he felt it best to carry out Fluttershy's duty "Well...I-If you say so, Dr. Facilier...I won't stop you if you really want to help me that much." He picked up more food and went back to work, hoping the same thing wouldn't happen twice.

...And he could never be more wrong...

For every animal he went to, there was a pained scream, trailing with Fluttershy wondering why he screamed, and another white lie so he could continue. He was beginning to consider himself an idiot for letting the process repeat itself, because he was to the point where he knew that every animal in Fluttershy's stead hated his very guts. He took bites from rabbits and chipmunks, needles from porcupines, merciless pecking from birds, rammings from goats, and he almost got his flank served to him on a platter after dealing with a bear, were Fluttershy not to intervene with her surprising method of massaging it.

When the work was done, the sun began to set as the two sat inside of the house. Fluttershy smiled, though looked worried as she turned to her guest "W-Well...although, there were a good amount of mistakes on your part...you did a very good job, Dr. Facilier. Every animal has been accounted for and fed properly, and Angel bunny is so much happier now!" She beamed at her friend "I cannot thank you enough for your help today!" While she was happy, the poor stallion was quietly grumbling as he laid on the couch with bandages all over his body, sporting a black eye and a neck cast. While she didn't see Angel and one of his rabbit friends give each other a paw bump with sly expressions on their faces, Fluttershy looked sad to see him in such a condition, but decided to try and cheer him up "How about a bath? I could get it started for you, and maybe it's all you need to help you relax and heal those cuts..." She smiled, and the doctor shrugged his shoulder, though both twitched in small bits of pain.

"While I've endure enough of this day's wrath,
I guess it's good to take a bath..."

Fluttershy smiled as she trotted to her bathroom "I'll let you know when it's ready, you just stay put. Please don't hurt yourself. I would feel so bad if you ever fell off of the couch and made more injuries!" After the bath was prepared, Fluttershy helped him into the bath and left to give him time alone. She looked back at the animals, each one sound asleep with a smile on their faces. She was happy to know that they were all happy to be fed again, but something told her that they were happy about something else. When time passed, Fluttershy noticed Dr. Facilier stumbling into the living room, and weakly made his way to the couch and laying on it, his eyes ready to drop.

"I guess that little bath was all I needed...
Looks like your method has once more succeeded..."

With a small yawn, he slowly drifted into sleep, though twitched in pain with his small wounds. Fluttershy watched, and then smiled as she pulled out a quilt she made one day, gently covering the doctor's body with it as he snored a little. She watched him sleep and was moved to see him slumber so peacefully while having to deal with so many injuries, wondering if he ever dealt with this kind of pain where he came from. Knowing that she, too, needed to go to bed, she gave Dr. Facilier one last look before retiring, but not before she gave him a small peck on his forehead and trotted upstairs to her room.

Meanwhile, at Zecora's hut, the troubled zebra mare couldn't sleep, worried to how Dr. Facilier might cause more problems if he ever gained the trust of every resident in Ponyville. She could just kick herself for not noticing how sneaky the Shadowcolt could be when they exchanged words of hidden spite. She paced back and forth in thought, wondering how she would at least cripple his motives and make sure he doesn't make her friends suffer, especially Fluttershy. She even took the time to meditate by balancing herself upside down on a tall bamboo stick, centering herself to focus on a good solution.

"That stallion shouldn't have that kind of power...
It is growing more, and by the hour...
There has to be a certain way
To place his goals in disarray..."

She meditated, but then opened her eyes in realization as she hopped down and landed on all fours. She looked outside and noticed a patch of blue flowers that were a good distance away from her hut, and slowly began to smile as she found the perfect plan to make sure Dr. Facilier doesn't do things entirely his way. All she had to do was prepare for tomorrow as she went back to her room and thought long and hard on her bed.

End of Chapter 13

Chapter 14

Chapter 14

It is ON!!!

The next day, Dr. Facilier made a trip to the library and back with more books to take in. He decided to borrow some medical books and plant books since he felt like he should be making potions and the like again. The Shadowcolt hated to admit it, but even though he hated the very sight of Zecora, she reminded him that he should get back on his feet and put the 'Doctor' part of his name to use. He was halfway through a plant book, and before he moved to the next page, he saw Fluttershy walking out towards the door "Dr. Facilier, I'm going to go out and spend time with Rarity at the spa. Can I trust you to keep the house in order while I'm gone?" The doctor looked up at Fluttershy, then around at the animals who wanted him to leave right now. He wanted to decline this very request, but he clearly had no choice in the matter, not wanting to deal with Fluttershy acting either completely paranoid or completely pissed. The Shadowcolt shuddered at the thought of a pissed off Fluttershy, then looked up at the timid mare.

"You can count on me, I'll hold the fort.
This'll be a task of an easy sort.

Fluttershy smiled and opened the front door "Oh, thank you, Dr. Facilier. You really are a good help to me when I need you most..." She looked away "M-Maybe we can talk later on tonight...If you want to, that is..." She blushed a little, but then perked up as she parted from her home "See you later!" She said as he trotted off. Dr. Facilier's shadow only stuck a tongue out at the timid mare as she left, making its master chuckle as he went back to reading his book. His reading was interrupted by a carrot being chucked at his forehead, making him look up to see a cross Angel bunny performing an 'I'm watching you' gesture with his paw. He scoffed at the warning and could only glare back at him before going back into his plant book, getting fed up with dealing with an animal that had more brains than Fluttershy 'I already have enough crap to deal with thanks to that Zecora bitch...' While he read and thought, there was a knock on the door that interrupted his reading again. He got up and answered the door by moving it with his magic, and lo and behold, the same zebra mare he thought about was standing on the other side of the door with a boquet of flowers and a look of kindness on her face 'Speak of the devil...' Dr. Facilier raised an eyebrow as he looked upon her with anger and curiousity.

"The hell you want? Can't ya see I'm busy?
You here to get me in another tizzy?"

Zecora didn't seem to respond to the harsh questions with a grimace, as she still donned the same look of kindess as she offered the flowers to the Shadowcolt, who took them reluctantly. The flowers were blue like Rainbow Dash, and seemed elegant enough to be presented in a boquet. Zecora was smiling after offering the flowers and spoke in a term alien to the feelings she held for him before.

"I wanted to stop by and apologize
For judging you solely with my eyes..."

Dr. Facilier tilted his head in confusion, thinking she was up to something when she spoke so sweetly. Was there something in the boquet of flowers? A snake perhaps? No, then he would've heard hissing the moment he had it near him. Zecora continued speaking to get his attention and tried to make small chitchat.

"Those flowers you have are a gesture of peace,
and you should catch a good scent before they decease.
Your muzzle should touch the petals blue,
So it could dictate a truce between me and you..."

The Shadowcolt rubbed his chin, wondering what Zecora's game was, but was impressed with how she tried to patch up their petty arguments with a simple boquet of flowers. Normally, he would shove the boquet in her mouth and slam the door on her face and go back to reading, but Fluttershy's company began to rub off on him as he smiled and replied to Zecora's words.

"Maybe we both got a little on edge.
I'll consider our war water under the bridge."

Zecora beamed at his statement and turned to trot back to her hut.

"It's good to know we could talk well like this!
Enjoy the rest of your day in bliss!"

He took the flowers and shut the door, trotting back over to the couch and taking a good look at the flowers. He went to go sniff, but heard several sounds as Fluttershy's animal friends stared at the boquet in fright, looking at them all in confusion. Was there something intimidating about this flower? Whatever it was, he had half a mind to exploit it and threaten the animals with it, but he just wanted to get the whole peace gesture out of the way 'Better late than never if I wanna deal with that girl on a better level...'. He buried his muzzle into the boquet and took a deep whiff, paying attention to Zecora's words and then coughed when he inhaled too hard 'Them flowers are strong! Wonder if it's some kind o' drug or aphrodisiac...' Why that last part came into his mind, he'll never know, but he decided to go outside real fast to toss the boquet in the forest after smelling the flowers. There was no point in keeping them, especially when Zecora said that they were bound to wither away. He was trotting back, and the thought dawned on him: He knew that Zecora hated him and vice versa, and thanks to being around Fluttershy, he grew soft and weak. And that boquet of flowers seemed awfully suspicious. He could only groan as he trotted back over to the couch, but then suddenly tripped and fell without warning. The shadow jumped in surprise and worry as it swooped over and lifted up his master, who groaned in minor pain.

"What the hell jus' happened there?
Is this the doin' of that zebra mare?"

Before he could think further, his legs wobbled like tuning forks as he tripped and fell again. He felt like a newborn deer trying to stand on its legs after being born for a good time, and it was beginning to irritate him slowly. For every step he took to the couch, it ended with him tripping as if the living room floor were decorated with invisible banana peels or virgin olive oil. When he finally reached the couch, he reached the book with a hoof, and it began to wobble when touching the book and it jerked a bit, causing the book to slam shut. He snarled as he glared at his hooves.

"What kind o' sick joke is this!?
Whatever it is, it's makin' me pissed!!"

He began to hear the song, and gasped as he quickly tried thinking happy thoughts as the song continued playing. The fearful doctor was cradling himself in a fetal position with his shaky hooves as the song slowly receded out of earshot, then sighed in relief as he laid on the ground like a corpse. He groaned in defeat, but then remembered he could move things with his magic, as he levitated the book in front of him and began flipping pages to see if his theory involving Zecora was true.

...He was correct.

The page he saw presented the same flower that was given to him in a large picture diagram with the words 'Poison Joke' written over it. As he read through the page, he noticed the nasty and varying side effects of any physical exposure to said plant and was conflicted on whether to be mad as hell or scared as the animals when they saw the flower. That mare played a trick dirtier than his verbal onslaught the other day and felt like he was between a rock and a hard place, but stopped as he growled not in anger, but in frustration and renewed confidence.

"That mare ain't bestin' me today!
No one makes a foal outta Dr. Facilier!!"

He levitated the medical books and plant books to his sight as quick as a flash, opening every book simultaneously and looking for cures and possible ways to get back at Zecora and her trick. The doctor's shadow cringed at his flaring vigor, but showed a smile as it saw his master tackle both the cure and the ingredients needed. He felt lost as to where to begin and look for each one, so he began looking around the living room, and remembered that Fluttershy kept a medicine cabinet in her bathroom. He tried to get up again, only to fall down on his stomach, remembering his predicament. There was no other alternative but to crawl his way to the bathroom, though his hooves shook with each contact to the ground, making him grimace at his sudden misfortune.

When he finally reached the bathroom, he noticed that Fluttershy kept assorted medicines of many kinds, and couldn't be happier when he noticed a box that said 'In case of Poison Joke'. He crawled over with more effort, his shadow slowly following his master with a slowly crooked smile 'Almost there...Almost there...' He finally reached the box and carefully opened it with his shaky hooves, only to have his jaw drop at what was inside of it.

...Nothing...

The box was completely empty, devoid of his only chance at getting the cure back. Knowing Fluttershy, she would make sure that every medicine in her stock was accounted for, but here he sat holding a box without his ticket to being relieved of this curse. He darted his head all around the bathroom, until he heard a cough, turning to the door to see a certain smart rabbit hold a bottle in his paws, a taunting smile on his face. Dr. Facilier saw this, and slowly clenched his teeth at Fluttershy's pet and glared, but then quickly donned a kind and pleading grin on his face.

"Well ain't this a little coinkidink...
Ya'll mind tossin' me that there drink?"

Angel could only give him a 'How stupid are you?' look and began hopping off with Dr. Facilier's cure. He widened his eyes at this and growled, crawling after the furry bastard with his shaky hooves. It was like an old-fashioned cat and mouse chase, only more random and silly as every attempt the doctor gave at catching Angel was futile. He growled in frustration and yelled.

"Ya'll better give me that cure superb,
Or I'll kick your cotton ass to the curb!!"

Angel only stopped and turned back as he stuck out his tongue and blew as raspberry at the Shadowcolt and stayed out of grabbing distance when they were back in the living room. The birds in their cages chirped with laughter at how silly Dr. Facilier looked, and he felt like an idiot not realizing he had just the correct tool for reclaiming what he had lost. While Angel looked victorious in front of the doctor, he didn't realize that a certain shadow yoinked the cure bottle's shadow and caused the bottle to lift out of the surprised bunny's paws. The shady fiend swooped back over and plopped the bottle open and fed it to his master, as he slowly began to regain his leggings. When he finished, the doctor could only laugh in triumph sounding as evil as ever as Angel stared in disbelief. But he didn't have time to scurry off when he had a hoof coming down hard on his chest, holding him down and making him suffocate a little as the villainous zebracorn hovered over him with a sinister smile.

"Ya shoulda gave me that bottle right then...
Now ya'll jus' opened up the lion's den..."

He added the last part with dark anger, his smile turning into an ill-minded frown as he slowly pressed his hoof down on Angel, making him wriggle and writhe as he began to choke. When he was about to do the deed before the song in his head played, the front door opened to reveal Fluttershy walking in with a smile on her face "Dr. Facilier! I'm-" she stopped and looked at the scene in front of her, her eyes widened and her ears drooping "H-Home?" she squeaked the last part in fear and confusion. The Shadowcolt felt like he was about to get smacked up worse than his time feeding the animals, but quickly recovered as he removed his hoof off of Angel, who held his chest with a paw and caught his breath, and smiled as he prepared a good lie for Fluttershy.

"It's not what ya think, we were playin' is all!
We were up to the hero and his tragic fall!
He was coughing, but showed that he was still brave,
And could only glare at the villain before he entered his grave."

Angel, after regaining his breath, glared up at the doctor and hopped over to his side, kicking one of his hooves and scurried back into his little home. The two ponies watched this, and Dr. Facilier added to his lie with a grin.

"He was sore to remember how the play had turned out.
But that's what forgiveness is all about!"

He grinned as Fluttershy stared blankly at him, making him grin wider in hidden worry 'Oh, please jus' take the bait already!' Futtershy then looked stern "That was so wrong of you..." The doctor's grin quickly left when she heard her say this, but then she added "...that you decided to make Angel's hurt look so good." The doctor was dumbfounded at this, and notice the timid mare's expression grow better with a smile "But you both stopped at that horrible part, so I shouldn't worry too much...But you're right about another thing..." she trotted over to Angel's home, looking like a mother displeased with her child "Angel bunny..." She said in a firm and commanding tone "Come out here now!" She waited to see Angel hop out and pointed his paw at Dr. Facilier with a glare, trying to point out that the villainous zebracorn attempted to KILL him, but she only spoke once he showed himself "Don't you point at him like it was entirely his fault! You should know better than to act so sore about a simple play and kick the poor doctor!" The Shadowcolt thought it was a blessing for Fluttershy being so easy to manipulate with mere words as he continued witnessing her act assertive for the first time "Now you will march over and apologize to him this instant!" Angel was dumbstruck at the mare's naivete and only crossed his paws and looked away in protest. This only angered Fluttershy as she gave a warning "You have until the count of three, little bunny, or I'll use it..." The 'it' she was referring to piqued the Shadowcolt's interest as he and his partner awaited to see if the snarky rabbit would be rebellious enough to invoke her owner's wrath "One..." This made the two colts lean closer with curious eyes as Angel didn't move "Two..." The doctor's eyes were widening while the shadow felt the same way, wondering what exactly she would do. Angel was too stubborn to apologize to a murderer even if he did piss him off, and wouldn't mind dealing with punishment as an alternative. Fluttershy's eyes dropped for a moment, but then they shot back up as her eyes gave off a soul-piercing gaze, simply known as 'The Stare'. Angel turned to her owner, and squeaked as he was instantly drawn into the intensity of Fluttershy's eyes looking down at him. The Shadowcolt shuddered as he caught a faint glimpse of the angered pegasus' eyes at an angle, his shadow shivering profusely and dragging a hoof on its lower lip in fear 'DAMN that girl's scary! I gotta remember to stay on her good side...' Both him and his shadow looked at each other in worry, hoping that they wouldn't have to deal with that kind of power in their time with her. As Angel stood stupified, Fluttershy pointed a hoof to the Doctor as the phased rabbit hopped over and made a gesture of apology with his paws and a bow of his head, hopping back into his home like a zombie as Fluttershy ended 'The Stare'. She turned back to her guest "I'm sorry you had to see that, Dr. Facilier...Angel can be so stubborn sometimes...I hope you two learned something from this while I was away." She saw the doctor huddled in a corner, cringing in fear at the sight of Fluttershy's short-lived assertive nature, and he couldn't figure out why he could be so scared of a simple look in the eyes from a mare who feared even her own shadow.

"I-I-I learned alright! I'll be careful next time!
I'll make sure that our plays won't look like a crime!"

Fluttershy looked saddened that the doctor spoke to her like that, and probably thought that he had been subject to most of her stare. She trotted over and nuzzled the fear-induced Shadowcolt to try and cheer him up "I'm sorry...I can't really control what you just witnessed. It's my special stare I use when I'm unable to communicate with animals on the same level, and it helped me many times in the past. I hope you won't think different of me after dealing with that..." She looked sad, and she wasn't aware that the doctor was still a little paranoid of Fluttershy, yet he nuzzled back to show that he at least got over the event that nearly shattered his mind completely. Dr. Facilier got up and bowed to Fluttershy as a chivalrous gesture for good measure.

"I'll be sure to make you happy, Flutters...
You really are better than the others."

He meant that line only halfway, knowing he was happy to manipulate Fluttershy to his heart's content and still manage to appear as an everyday citizen to the other ponies, save for the princesses. He trotted back over to his books, unaware that Fluttershy stood frozen in place with rosy cheeks and eyes wide as dinner plates after what he had just said to her, and went back to his reading, preparing for the days that followed ahead of him. He had two thoughts on his mind, one he had to hold back hard enough for obvious reasons, and used it to fuel his passion in reading and mastering the books he had borrowed. He wanted to get a proper lay of the land for his first thought of accomplishing his goal as a potion-brewing magician, but also for what he has in store for Zecora and whatever pony decided to try and make a foal of him as he faintly thought of revenge. He read his books with determination, his shadow on the wall behind him slowly forming a wide and crooked smile as it could sniff the doctor's ambition 'Ya'll jus' messed with the wrong stallion, baby doll...It is ON!!!'

Meanwhile, at Carousel Boutique, Rarity was sipping tea with her little sister while she was on break, then felt a shiver down her spine as she set down her teacup, looking troubled. Sweetie Belle was curious about this "Sis? What's wrong?" Rarity looked down "I...I don't know...I felt like something was stolen from me! But what?" Sweetie Belle shook her head at how crazy her older sister sounded and sipped her own cup of tea.

End of Chapter 14

Chapter 15

Chapter 15

Pins and Needles

Another day flew by as Dr. Facilier completed his stack of books. Now he has enough medical and botanical knowledge to get himself a reserved spot at Ponyville Clinic. It was a thought, seeing as how it was sure to help him blend in and make some money for himself, but he missed fixing problems for others while at the same time making them worse. He closes his last medical book as he joined Fluttershy for a small breakfast consisting of oatmeal and juice in a box. While he was enjoying his warm meal, he looked over at Fluttershy and felt his heart twitch when he saw her sipping her juice box while holding it with her hooves 'Is this normal?'.

When he finished his meal, he went to go clean the dishes for Fluttershy, until he heard a knock on the door, the timid mare hopping from her seat and trotting to the front "Coming!" She called as she reached the front door and opened it to reveal Twilight Sparkle, who was happy to see Fluttershy "Hi, Fluttershy! Is Dr. Facilier home? I wanted to talk to him." Fluttershy nods to her question and responds "He's inside taking care of the dishes. Come on in, maybe we can talk over some tea...If you want to, I mean..." Twilight could only chuckle "Actually, knowing the doctor, he'll probably make a trip to the library after he's done. That's why I'm here, actually. I wanted to invite him over to my house if he was free, so I could possibly learn more about his life and his methods of magic. With how long he's been here and what he's been up to, he really has me curious about him." Fluttershy looked down "Oh...I see...W-Well, I'll ask him if he wants to. Wait right here, please." Twilight nodded and did what she was asked as Fluttershy trotted back into the kitchen to see the Shadowcolt using his magic to clean the dishes at a breakneck pace. When he was finished, he noticed the timid mare approach him, and wondered why he noticed Twilight at the door.

"Hey, Fluttershy, what's Twilight want?
She got more nifty books to flaunt?"

Fluttershy looked away, not happy with the doctor's assumption with more books getting in the way of their friendship, but looked back to him to explain the real reason "Um...Actually, Twilight wanted to know if you could come back with her to her library so you two could talk...D-Do you want to??" The Shadowcolt rubbed his chin, and felt it best to oblige to a cordial offer back to Twilight's library for a little chat. He was already finished with his newest pile of books and could use more tasty info to give himself a better look on Equestria and what it has to offer other than its plants and inhabitants. He looked at Fluttershy and nodded.

"Yeah, I'll go, I got nothin' better to do.
But I wanna hear an opinion from you..."

Fluttershy didn't expect Dr. Facilier to ask so much as her own opinion on the matter of him leaving her home again "W-Well, umm...Normally, I wouldn't stop you...You should do whatever makes you happy...A-And if you're happy, then so am I..." she looked up at the doctor with a smile, but on the inside, she wanted to say no. She really enjoyed Dr. Facilier's company, and felt compelled to ask him a certain question once the timing felt right. She saw the doctor nod in understanding, then began to trot his way out to the frotn door, levitating Fluttershy's saddlebags to his back and filling the bags with the books he borrowed. He approached Twilight with a grin on his face.

"How's it goin', my lavender girlie?
What say we head on to your home a bit early?"

Twilight raised an eyebrow with a smile "You trying too hard to impress me, Doc, but I'd be delighted. Let's go!" she said as the two began trotting to the library. Fluttershy watched them leave, and could only sigh at how she couldn't find the courage to ask him her question sooner. She turned to her furry companion Angel and ask him a question "Angel, do you think I'm thinking too hard on asking him early?" Angel could only facepaw and hop back into his home out of Fluttershy's sight, fed up with her naivete pertaining to Dr. Facilier and his villainous behavior. The timid mare drooped her ears and took a step back with a hoof up at this gesture 'Is he mad at me for using 'The Stare' yesterday?'.

The Shadowcolt and the lavender bookworm finally touched base at the library and went inside as the doctor returned his books in a proper fashion, making Twilight a happy mare at this action. She then called to her assistant "Spike! Can you get some tea ready for us? We have company!" Spike walked into the library from the kitchen, holding a tray consisting of a steaming teapot, some teacups, and a bowl of sugarcubes for sweetening said tea, while donning a smug expression "One step ahead of you!" He really enjoyed working hard for his de facto older sister, and takes pride in his skill when her pet owl Owliscious chooses not to step in. He sets the tea tray on a table and then goes back upstairs to enjoy some hard-earned 'Him time'. Twilight then motions for Dr. Facilier to take a seat as the two made themselves comfortable and began their pleasantries as Twilight levitated the teapot with her magic and poured some tea in both glasses "Dr. Facilier, let me be the first to say that I've never been more thrilled to have met another pony who shares the same love for books as I do. And a stallion, to boot! I could just thank you for reminding other ponies that you should take some time to actually give literature a chance and explore what it has to offer! Speaking of, I remembered you checking out some books on medicine and plants. Were you trying to refresh your memory, or perhaps search for new things to try?" The Shadowcolt, though not really in the mood for answering questions that could compromise his hidden visage, decided to humor Twilight by answering to the start of her little interview.

"Yeah, I was lookin' for somethin' new.
I really should be thankin' you."

Twilight giggled as she sipped her tea "Think nothing of it, Doctor. I'm only doing my job as a librarian! But I also wonder how you've come to enjoy Ponyville so far. Are you having a good time living with Fluttershy?" Dr. Facilier nodded, admitting that Fluttershy's company was more than bearable, although it began to make him a softy with how she projected her kindness at a frequent rate.

"It's all good with me an' her.
Though the days we've spent have been a blur."

Twilight tilted her head in a quizzical fashion as the Shadowcolt sipped his tea, and could tell he enjoyed it after giving the cup a surprised gaze. She wondered if he was actually good around Fluttershy with how he put his answer. The lavender mare decided to move on to another topic to see if she'll find out more stuff about him "Soooo, Dr. Facilier...What was life like before Ponyville??" Dr. Facilier almost spat out his tea, gulping it down hard as Twilight asked him that question. What exactly could he say to this one without giving away his past life of magical debauchery that went up in flames because of a certain animal? He looked down make it seem like he was lost in thought in terms on where to begin with the question, but was having trouble on how to make another lie. Didn't Twilight mention something about a country called Zebrica a few days back? Before he could try and derive his lie from that topic, there was a loud crash that could've been heard from inside the library, knocking down a few books in the process. At first, the Shadowcolt thought Spike made some kind of mistake, but then noticed that a window on the upper floor of the library was opened. He then heard Twilight groan in annoyance as she trotted over to the book pile "Every time...EVERY time..." She muttered in an irritated tone as she reached the pile and levitated some books with her magic, revealing a dazed Rainbow Dash snapping out of her dizziness and noticing Twilight staring at her with indignation. Rainbow Dash went to speak, but was interrupted by the lavender mare "Let me guess...new trick?" Dash chuckled in embarrassment while scratching the back of her head and averting her eyes from Twilight, only to notice Dr. Facilier sitting on a chair staring in confusion. She then got up and trotted over to him with a smile "Hey, Doc! How's it going? You and Twilight having a tea party or something?" Twilight turned to Rainbow and sighed "We were having a conversation until you barged into my library...AGAIN." Rainbow held her head down and folded her ears as she spoke the last part in a heavier tone, but then perked up to talk to the Shadowcolt some more "So how are you and Fluttershy doing? I never really thought about talking with you guys cuz you know how me and AJ are sometimes." She chuckled, leaving the doctor to grimace at the dirty images trying to cloud his mind "I'll bet she's jealous about you seeing Twilight more often!" this made Twilight blush in embarrassment to Rainbow's words "Rainbow Dash, cut it out already! We were only talking and nothing more than that!" Rainbow waved a hoof "Calm down, egghead! I know what you were doing." She then turned to Twilight "I heard this guy met Zecora a couple of days ago. It would be wierd to hear two zebras speaking in rhymes." She flinched and turned to Dr. Facilier "No offense..." The doctor waved a dismissive hoof.

"None taken, deary, you didn't hurt me at all...
But could you mind tellin' me where you sell your dolls?"

The mentioning of Zecora made the faint flicker of revenge course through his mind. He learned to keep it at as a distant thought so he wouldn't have to hear that awful song, and buried it with a successful load of curiousity. Little did he know that his answer came in the form of laughing from the prismatic pegasus, replying to the bemused Shadowcolt after her fit of laughter "Aren't you a little too OLD to be playing with dolls, Doc? I mean, what could you possibly want with one!?" She fell on her back and continued laughing, unaware that Dr. Facilier was glaring at her and trying to hold back his anger at the same time. Now he'll make a mental note to buy TWO dolls for himself, but then he looked up to see Twilight curious about the Shadowcolt's question "What would you want with a doll, Dr. Facilier? Do you collect them perhaps? If so, it's nice to know that you have a good hobby to keep you occupied!" He shifted his eyes awkwardly, and then smiled as he decided to build a lie off of Twilight's questions.

"Why yes, my dear, I collect me some toys,
Though it alienated me from the other boys.
I buy me dolls that are naked in base.
So I may decorate them with some clothes and a face..."

Twilight smiled at his words with fascination "So not only do you collect dolls, you make other ponies from them also? You really astound me with your talents, Dr. Facilier! There's a shop a few blocks down from the library, and they have exactly what you're looking for!" She said with confidence in the doctor's abilities, and the Shadowcolt grinned with the info.

"Thank ya kindly for the info, girl.
I'm so happy I could jus' twirl!
But instead, I'll borrow another grimoire,
And make my talents go very far!"

Twilight looked down in disappointment that she wouldn't be able to find out more about Dr. Facilier, but looked up with a smile "Okay, Doctor. Feel free to look around while I get this mess up." She called to the stairs "Spike! I need you again!" Spike was found walking down the stairs and rubbing his eyes, leading the group of ponies to believe he was taking a nap, then widened his eyes to see a pile of books on the floor, then noticed Rainbow Dash and looked annoyed "You practice too many tricks, Rainbow..." he muttered as he cracked his back and went to work.

After borrowing another book on magic to place in his saddlebag, he waved goodbye to his 'friends' and trotted out of the library for his next destination. As he trotted, however, he remembered something of dire importance that was even needed back in his time.

...Money...

He could just kick himself for wandering around town without to coins to feel in his hooves, and decided to wing it as he looked around for somepony to 'borrow' some money from. The Shadowcolt kept watchful eyes, and then beamed as he noticed a pair of ponies travelling together. One of them was a mint-colored unicorn with a lyre as a cutie mark, while the other was a cream-colored mare with a blue and purple tail and mane carrying an open sack of gold coins that he knew was what he needed for his current objective. He signalled his shadow to swoop over and carefully scoop an amount of bits from her sack without her looking, and quickly flew back and poured the small haul of cash in a vacant saddlebag. He grinned and brohoofed his shady partner and made his way towards the doll shop that came into view.

After being lucky enough to make a purchase for one base pony-shaped doll, he noticed that the salespony was raising an eyebrow at the Shadowcolt in question "Aren't you a little too OLD to be playing with dolls?" Everypony just wanted to try his patience today, but all he could do was charm this one like he did with almost all the other mares without effort.

"Age is only a state o' mind...
Also, this is for a friend o' mine."

The salespony looked moved "Awwww~! Well tell your friend I said hi. Have a nice day!" He made his way out as he levitated his doll and gave a low chuckle after he tipped his hat to the mare and walked out of the shop. When he came out, however, he was met with a shout "Look! There he is!!" He darted his head left and right, wondering who could be expecting the Shadowcolt on a day like this, and then noticed a familiar set of fillies racing towards him. He noticed Scootaloo riding on a scooter with a helmet, pulling a wagon that held Applebloom and Sweetie Belle, who wore helmets as well. The orange pegasus skidded to a halt in front of Dr. Facilier, who almost thought he was about to get ran over, and noticed her grinnign widely at him "Thank Celestia I found you! We were just looking for you after we were done with school! Do you think maybe we could talk later?" She sounded as if she drank her first cup of coffee. Sweetie Belle noticed the doll in Dr. Facilier's saddlebag and asked "Is that a doll? Aren't you a little too OLD to be playing with dolls?" Oh, a nickel (or in this case 'bit') for every time he heard that one, he thought, as he rolled his eyes, but then noticed that Applebloom was staring intently at him, as if she were expecting the doctor to do something out of the ordinary. Wanting to avoid the group of children in his sights, he tried to approach them in a calm and collective manner.

"It's nice to see you girls today,
But I'm a busy colt, and should be on my way."

Applebloom finally spoke "For what? Do y'all have somethin' special planned fer you and Fluttershy?" This kind of got annoying to him now. Does everypony in Ponyville think that the Shadowcolt and the timid mare were in some sort of relationship? If anything, he wouldn't mind for a little one-night stand if he felt up to it, but if anything this only provoked the thought of finding a vacant building in town and make it his new home so he could properly isolate himself from the public. Applebloom continued speaking to the doctor "Zecora said y'all are a shady colt with what ya say an' do...So why don't ya tell us why you bought that there doll?" She asked in a tone similar to a cop interrogating a criminal. This one had nerve to think she was in control here, but he didn't want to get on Applejack's bad side. He decided to grin at the fillies and dissuade them with his silver tongue.

"The doll's jus' a hobby of mine, you see...
I'd expect more understanding from you three.
I have a hoof in crafting these things,
and unrivaled joy to me it brings."

Sweetie Belle smiled at how he projected his words "So that's why you bought it? That sounds nice! Do you plan to give it to somepony you know and love?" Scootaloo felt bored and ignored with the conversation leaning towards dolls, and cut in with her own question "Hey, Dr. Faci-...Fa-silly-...Doc! Do you know any way of making Rainbow Dash like me at all? Did you run into her by any chance?" He sighed, and wondered why he didn't buy two dolls, but digressed as he tried throwing off the orange filly with more words.

"Yeah, I saw her. She is really nice.
That girl, like you, is full o' spice...
But as much as I'd love to speak with y'all,
I should head back to Fluttershy's before nightfall."

Scootaloo felt brushed off as she counter "But it's only 3 in the afternoon! We have plenty of time to talk!" Applebloom added with a suspicious tone "Yeah...So why doncha talk with us, Dr. Fa-cee-lee-ae?" Sweetie Belle smiled "Could you maybe teach us how to dance like you?" He felt like he was being cornered by a bunch of children, but then he heard a familiar sound "Applebloom!" He looked behind the fillies to see Applejack trotting over to the group with a ster look on her face "Applebloom, y'all were supposed to help me back at th' farm! Why're you choosin' to forget about yer chores?" Applebloom flinched, remembering she had work to do after she was done with school, and felt defeated, knowing she had to leave Dr. Facilier alone in the process. She sighed "Sorry, sis. I jus' wanted to talk to Dr. Fa-cee-lee-ae is all..." She turned to see the Shadowcolt look as if he were forced in a corner, but then grinned at her when they made eye contact. Applejack tipped her hat as she apologized to him "Sorry if these three were botherin' ya, Doc. Ya know how curious kids can be, right?" She chuckled as Dr. Facilier joined with a forced chuckle of his own.

"Yeah, I know what you mean, AJ.
But now I'd best be on my way."

Applejack nodded "Alrighty then. Happy trails to ya, Doc!" she waved as she noticed him gallop away as if he were being chased. She tilted her head as she asked "What is with that zebra?" The three fillies pouted, knowing that they were denied a chance to learn from Dr. Facilier. The orange cowpony looked down at the three "Aww, don't get all saddlesore, young'uns. Y'all know that everypony has a busy schedule! Why doncha join me an' Applebloom on the farm, and maybe we could treat ya to some snacks?" The three perked up to the thought and cheered as they followed Applejack back to Sweet Apple Acres.

As nightfall hit Fluttershy's cottage, chuckling was heard as Dr. Facilier stared at his nearly completed invention with dark glee, grinning widely at his success. He decorated the doll he made with rings and painted stripes, and blue buttons for the eyes as he made a doll resembling Zecora. But something was missing, as he brooded about the flaw in his plan.

In order to make a good voodoo doll...he needed the hair of the victim.

End of Chapter 15

Chapter 16

Chapter 16

Two birds, One stone.

Dr. Facilier was trotting in a meadow on a beautiful day to take in his surroundings and begin searching for some ingredients for potions he felt like making. He smiled upon the meadow's grandeur, inhaling a beautiful scent of nature's air, and crushed a flower he deemed useless as he roamed. As his trip went further, he noticed a table and chair in the distance, wondering who would leave out such furniture in a place like this.

When he reached it, he couldn't believe his eyes as he stumbled upon a deck of tarot cards, all face down, and gave into the temptation of sitting down and shuffling the cards with his magic. He missed reading fortunes, making and breaking whoever decided to want their palm read when he was a human, and felt compelled to flip the first card he drew to his eyes. What could it be? The Magician? The Heirophant? The Star perhaps? He gasped in shock as he gazed upon what was on the card.

...It was a frog...

Who had the audacity to pull a trick like this on the Shadowcolt, having a frog on one of his beloved tarot cards? Dismissing the thought since no one was around, he placed the card on the table face-up as he flipped and looked at another one. He couldn't believe his eyes as he noticed the same exact card as before in front of him. Beginning to get annoyed, he placed the second card next to the first one, face-up and continued looking at the rest of the cards at a breakneck pace, all showing the same exact card. Every. Single. Time. He yelled as he slammed the last card on the grass, and went to go stomp on it until he heard a voice

'Dr. Facilieeeeer~...'

He halted his movement as he looked around in confusion, wondering where the voice came from, but saw nothing but the open meadow in front of him. He looked to the sky and wonder if a pegasus tried to play a prank, but then heard the voice again.

'Dr. Facilieeeeer~!'

He looked down, hearing the voice below him, and gasped as he took some steps back in surprise to see the frog on the card emerge from it as if it were a picture coming to life. After it made its way out, it looked up at the Shadowcolt with glowing red eyes and grinned at him 'Are you READY, Dr. Facilieeeeer~?' He spoke in a creepy sing-song tone as he made Dr. Facilier flinch at the question. He then noticed the sky above began growing darker as more clouds began roaming in. He saw the frog hop towards him as he took another step back 'We're waiting for you, Dr. Facilieeeeer~...' He spoke the Shadowcolt's name in a spine-chilling whisper as he turned to see the cards he drew sprout more red-eyed frogs that grinned at him and repeated his name in broken unison over and over as they began hopping towards him. Dr. Facilier gave a fearful shriek as he jumped back and began to light up his horn.

"Y-Y'all stay back and run while ya can!
Ya can't beat me! I'm the damn Shadowman!!"

He heard thunder and lighting over his head as he noticed it began to rain. But instead of raindrops, it rained the same grinning frogs over and over, and began piling up the once-pristine meadow and mucking it up with their mucus. They began to group in numbers as they hopped to his legs, slowly rising up as they reached his knees. His eyes widened as he tried shaking them off "No! NO!" he was successful, most of the time, but they kept coming back with more numbers. There was only his head as he saw nothing but a flowing river of frogs saying his name and 'Are you ready?' Making him yell and shriek. Before he was about to sink, he noticed a pink frog with glowing blue eyes and a grin speak with a familiar voice "Isn't this fun!? I'm in your dreams!" Seeing enough, he gave out one last scream as he sunk in the sea of frogs, nothing seen of him as a thunderclap was heard, followed by lighting.

He gave a shriek as woke up and found himself on the couch in a cold sweat. The Shadowcolt hyperventilated and looked around to see no sign of frogs, especially the peculiar pink one he last saw in his dreams, giving off a sigh of relief. There was fast hoofsteps as Fluttershy galloped down from her stairs and stopped at Dr. Facilier's side "Dr. Facilier! Is there something wrong!? D-Did you have a nightmare!?" He looked away from her to face a window and see Celestia's sun reach over the hills, and took a deep breath as he collected himself and spoke to the worried mare in front of him.

"Yeah, a nightmare broke loose in my head...
No more jasmine tea before bed."

Fluttershy nodded to the doctor "O-Okay...Well, seeing as how we're both up, I'll get breakfast ready. You should probably clean yourself up...I-I mean...you don't have to rush or anything..." She trotted into the kitchen, leaving the shellshocked Shadowcolt to calm himself down as he rose from the couch. His shadow showed a crooked frown of concern as it watched its master wipe some of the sweat off his brow as he made for the bathroom and followed after him. Dr. Facilier took a small bath as he cleaned himself of the cold sweat he felt from that horrible nightmare, and gave a relaxed sigh at how the warm water felt on his body. He was able to collect his thoughts and remember the new plans he had on today's agenda: 1. Collect ingredients for potions 2. Look for a possible job since he cannot borrow from Fluttershy himself. 3. Make that zebra mare regret the day she decided to piss him off. He got out of the tub and dried himself off as he put on his suit and hat, grinning at his reflection in the bathroom mirror.

"What is this? Oh my, oh my...
Who is that good lookin' guy?"

He admired himself for a short time as he then noticed an angry Angel with his paws crossed and tapping his foot impatiently. The Shadowcolt glared with a look that said 'What do you want?', only to be met with a paw pointing to the kitchen. He must mean that Fluttershy was done preparing breakfast and needed to make his appearance at the table. He scoffed as he trotted past the rabbit and made his way into the kitchen, seeing Fluttershy sit with two plates of assorted berries and more juice in a box.

As Dr. Facilier sat down and ate the berries, he tried not to look at Fluttershy sipping her juice again, thinking that his heart might do more than twitch like last time. The berries were delicious, and he felt he was given more energy just from that one plate. He then talked to Fluttershy to explain some business.

"Fluttershy, I really need to ask
if I can borrow some money for a certain task.
I wanna try my hoof at potion making
and make up for all the lost time I'm taking."

Fluttershy tilted her head at the Shadowcolt, but then remembered his cutie mark and smiled at his thought "You want to look for ingredients? Well, sure! I can help you..." She looked away, faintly blushing "I-If you wouldn't mind me helping you, that is..." Dr Facilier rubbed a hoof under his chin, contemplating on whether or not he would want to have company when furthering his plans. On one hoof, he would rather go by himself and collect his desired items on his own without being hindered by anypony by his side. On the other hoof, he could use her as a shield for anypony wanting to approach him, namely her friends. He felt compelled with the latter opinion on account of him handling traveling on his own in town for so long, and grinned at Fluttershy.

"I could use some help in my little quest.
Thank ya kindly, Fluttershy. Y'all are the best!"

Fluttershy flinched and hid her face behind her mane as she was as red as Big Macintosh, never thinking she would get this much praise from her guest. She then trotted to pick up her saddlebag that the doctor used the other day, and pulled out a spare for him just in case they couldn't carry all they wanted. Dr. Facilier was more than confident about his search, and got ready to travel with the timid mare as they made their way out the door.

The odd couple made their way into Ponyville for their first batch of items, and a trio of ponies happened to be the ones for them to see. Dr. Facilier and Fluttershy meet up with Daisy, Lily, and Roseluck, all of which said hi to Fluttershy, only to turn to see her with the Shadowcolt with their jaws dropped. While he was purchasing the flowers needed for some of his potions, the group of mares bombarded Fluttershy with questions as to what activities she and the doctor do together. He rolled his eyes, expecting a group of women to be lost in conversation involving gossip, but cut into the curious chatter as he stood in front of the timid mare and looked charming to the trio.

"We'd love to speak, that much is true,
But we have ourselves a job to do..."

He gently scooted Fluttershy, who began walking with him as they made their way to their next destination after waving goodbye to the curious flower ponies. Dr. Facilier looked around to see if he could find more useful items, but was then tackled by a certain pink mare, who looked down at him with a fierce glare "What do you think you're doing, you big meanie pants!?" The dumbfounded doctor could only look back up, seeing an angry Pinkie Pie and a disoriented Fluttershy. He wondered why this one would decide to ambush him now of all times, and asked her with confusion on his tone.

"Pinkie Pie, what the hay is wrong?
Can't ya see we're jus' trottin' along?"

Pinkie pressed her muzzle to his as she kept her glare "Don't play dumb with me! I know what you're up to, and you can't do something like that to anypony just because they don't like you!" He was still confused at her random display of anger, let alone the fact he was just tackled by the most random pony he met in Equestria, and struggled to get her off. She kept the Shadowcolt pinned on the ground as he struggled, and Fluttershy felt scared at this "Pinkie! Wh-What did Dr. Facilier do to make you so mad?" This caused the pink pony to turn to Fluttershy with a serious expression on her face "Sorry, Fluttershy! No spoilers! I'm only convincing this meanie to stop what he's doing!" Fluttershy tilted her head when she mentioned spoilers. Spoiling what exactly? Pinkie turned back to the bemused doctor and glared "Dr. Fa-silly-a! You WILL stop what I think you're going to do! Or what you know what you're doing, but I also know what you're doing! Or what the readers think you're doing!" He heard enough. This mare was giving him a headache and he had work to do. Dr. Facilier sighed and humored Pinkie with a calm response.

"Whatever it was, it can't be right.
I'll be sure to stop and see the light..."

Pinkie narrowed her eyes "Don't just say it! SWEAR it! Pinkie Pie swear it!" This made the Shadowcolt stare at her in exasparation '...What?'. Pinkie got off and let the doctor get up as she held out a hoof in command "Like this! Repeat after me!" She performed a series of childish gestures while saying "Cross my heart and hope to fly! Stick a cupcake in my eye!" She said as she stuck a hoof in her eye with the last line, making the doctor take a step back and wanting to decline. Fluttershy trotted to his side and looked at him with pleading eyes "Y-You should do what she says...You should NEVER turn down a Pinkie promise..." Knowing Fluttershy's connection with Pinkie as a friend, he couldn't doubt her advice as he reluctantly acted out the method he witnessed with a grimace on his face.

"Cross my heart an' hope to fly.
Stick a cupcake in my eye."

He did the last part in the form of an amateur facehoof, disappointed with himself for doing something so stupid, but noticed Pinkie's glare left in a flash as she had the same bubbly smile on her face "Good! See ya later, Dr. Fa-silly-a!" She hopped away as if their little episode never happened. Fluttershy turned to the doctor with curiousity as she asked 'What do you think she meant by doing what you know you're doing to do and what she also knows what you're doing?" The Shadowcolt groaned and hung his head down, shaking it with displeasure towards his encounter with Pinkie.

"I dunno at all. That mare is crazy.
But one thing's for certain, she isn't lazy..."

Fluttershy looks down "Well yes...She has so much energy for being one pony. I hope you'll stick to your promise that you made, Dr. Facilier...She seemed very serious about this..." The doctor raised an eyebrow and wanted to know why exactly something so silly can be so important.

"Why so serious about a secret hoofshake?
I'm jus' getting some stuff for potions to make!"

Fluttershy looked away, clear on the fact that the doctor didn't understand the severity of a Pinkie Pie Swear, and wanted to enlighten him "Well...the thing about Pinkie Pie Swears is..." She was thinking of what proper terms to use for the confused Shadowcolt, and then noticed Zecora coming their way "Oh, look! It's Zecora! Shall we go talk to her?" He wanted to refuse, until he remembered a certain item needed for his to-do list, and smiled at the timid mare.

"Lead the way, let's go and talk.
But we gotta be quick, since we need to walk."

The two trotted over, Fluttershy smiling at the zebra mare "Hello, Zecora. How are you doing today? Are you here to deliver medicine to another pony?" Zecora turned to Fluttershy and gave a smile of her own as she spoke her business towards her.

"I came to get some items that I need
for a brew that can increase a pony's speed.
What are you doing with the doctor here?
You two must be a couple so dear."

Fluttershy blushed and looked at the doctor "A-A-Actually, no...W-We're just friends..." She then perked up at Zecora's reason for being in town "Oh, what a coincidence. I was just helping Dr. Facilier with just the same reason...O-Only he wanted many ingedients for many potions of his..." This made Zecora turn to the doctor in question, who was smiling at her for some odd reason. Secretly, she was surprised that the doctor could bounce back so easily after coming into contact with the boquet of Poison Joke she offered to him, but decided to try and talk to him to see what he was planning.

"So now I'm not the only one
Who makes potions under Celestia's sun...
I look ever so forward to seeing you
Show your talents at what you brew..."

Dr. Facilier knew she didn't mean every word of it, but he ignored it as he gave a nod, stealthfully signalling his shadow to swoop behind her while she wasn't looking. The shadow then plucked one of the hairs from the head of Zecora's shadow, making her flinch and look away in confusion, the shadow quickly swooping back and placing the hair in his master's saddlebag while she wasn't looking. Zecora blinked and looked around, and then turned back to the odd couple and wondered out loud.

"It felt like somepony touched my head
To pluck a hair and quickly fled."

The couple both exchanged worried glances to Zecora and each other, though Dr. Facilier was faking it sans effort, and Fluttershy spoke "Y-Y-You don't think it w-was a....gh-gh-gh-ghost, do you?" She began to shake at the thought, and the Shadowcolt kept his guise as he spoke.

"Whatever it was, it wasn't pretty...
I jus' hope that you'll be more gritty
For what happened jus' now, I cannot tell
That it will not leave you alone for a spell..."

Zecora raised an eyebrow at the doctor's feigned concern, and wanted to ask him why exactly he would say such a thing to her, but flinched again as she felt another hair on her head being plucked. She looked around while uttering something in her native tongue, Fluttershy taking a step back at this. Dr. Facilier placed a hoof over his mouth and shook, making it seem he looked scared while in reality, he was snickering at her confusion as his shadow placed a second hair in his saddlebag. The zebra mare rubbed her head at this and noticed the doctor snickering and began to glare.

"Why do you find laughter in this!?
Is there something funny I may have missed!?"

He quickly stopped snickering and looked worried again, lifting his hooves in a halting motion.

"I don't find this funny at all!
The hilarity in this is jus' too small!
We gotta get goin', and you should too,
So you can get the stuff needed for your brew!"

Zecora narrowed her eyes at him, knowing he was lying through his teeth. She knew he possessed a dirty soul the moment he laid eyes on him, and decided to try her luck at exposing him again.

"You act like you're hiding something from us...
Why don't you tell us both and spare yourself fuss?"

Dr. Facilier looked around and found no passing ponies with oranges this time, and took a step back as he looked around. He looked down to his shadow, who smiled and pulled the flaps on its shady suit, showing his ticket to freedom as he grinned.

"Well, since y'all wanted to know my problem's root...

He pulled on his flashy tuxedo with a hoof.

What do ya think about my suit?"

Zecora scoffed at him dodging her questions, but felt it best to bring about her statement towards what he's wearing.

"You mean that suit of darkened purple?
It's about as ba-

She stopped, and silently cursed herself for falling for the same trick twice. The doctor grinned at this and trotted past Zecora back to Fluttershy's cottage.

"It seems my suit has left ya speechless,
And turned your mind into quite a mess...
It was fun an' all, but I gotta head back
And do my work at Fluttershy's shack!"

Fluttershy looked at the doctor with folded ears "Um...I-It's a cottage..." She turned and bowed to Zecora "Goodbye, Zecora. Dr. Facilier seems to be a very busy stallion sometimes, and you have your own tasks to attend to. Good luck on your potion!" She trotted after the doctor "Wait for me!" Zecora, after a few minutes of standing still, hung her head in shame as she searched for her desired items.

Back at Fluttershy's cottage, Dr. Facilier was chuckling with glee as he added the two collected hairs onto his newly-crafted voodoo doll of Zecora before enchanting it with magic, and levitated a pin he found over it with determined eyes and a devilish grin 'And now...ya'll are about to enter into a world o' pain...' Before he was about to strike, Fluttershy was behind the Shadowcolt "Doctor? What are you doing with that doll?" Dr. Facilier flinched and hid his items behind his back.

"Errr...Jus' addin' some touches to this thing here.
Ain't nothin' you should worry about at all, dear..."

Fluttershy tilted her head "Well...okay...but it's getting late. You should probably head on to bed..." She trotted over to the stairs as she turned back to the doctor one last time "Dr. Facilier?" The doctor went to go stab the doll, but stopped and turned to the timid mare as his name was called. After a period of awkward silence, Fluttershy sighed and looked down "Nevermind..." She trotted upstairs quietly, leaving the doctor to his doll. He chuckled as he levitated the pin 'Let the fun begin...' He took a first good jab into the right flank of the doll.

Meanwhile, Pinkie woke up in her bed with a gasp and widened eyes. Her face slowly contorted into an expression of anger "He didn't...".

End of Chapter 16

Chapter 17

Chapter 17

Uh Oh!

Dr. Facilier woke up the next morning with a satisfied smile on his face, putting on his clothes and picking up his newly borrowed book and trotting out of the cottage after eating breakfast with Fluttershy.

When he left, the timid mare sighed as she thought about why she chose to procrastinate over wanting a heart-to-heart conversation with the Shadowcolt while doing the dishes. Before she went to sleep last night, he heard him bellow in spine-chilling laughter downstairs, and she was curious to why he acted that way. Was he happy with finishing the doll perhaps? When she finished doing the dishes, she heard a knock on the door, wondering who could be here so early in the morning. Fluttershy opened the door to show Pinkie Pie looking wide awake as she noticed the timid mare "Hi, Fluttershy! Is Dr. Fa-silly-a home??" She felt disheartened to realize her friends started coming to her cottage to see the Shadowcolt and not just her. She told her anyway out of her kindness "I'm sorry, Pinkie, but Dr. Facilier just left a half hour ago..." Pinkie rubbed her chin "Really? Well, can I come in and talk with you then? I wanna ask you about something that's been bugging me since yesterday!" Fluttershy was curious about this "You mean when you tackled Dr. Facilier looking all angry like the time we avoided you during your birthday for some strange reason and wanting him to do a Pinkie Pie Swear to stop doing it?" Pinkie nodded with a smile "Yes indeedy! So can I come in? Huh? CanIcanIcanIcanI!?" She was bouncing outside, and Fluttershy giggled at her actions "Pinkie, you're one of my best friends. Of course you can come in! I'll make us some tea..." She let the party mare inside as she hopped into the kitchen with Fluttershy.

Before explaining the topic at hand, Pinkie wanted to tell Fluttershy one of her crazy stories "-and it was so nice for me and him to agree on the term 'Chimicherrychanga'! Sure he kills a lot, but he's WAY better than that meanie pants doctor!" Fluttershy remained silent, and could only nod to her story while awkwardly sipping her tea. Who was this 'Deadpool' she talks about, and why does he scare her so much? After her story, Pinkie got serious "I woke up last night, and felt a twitch in my brain! At first I thought that Dr. Fa-silly-a broke his Pinkie Promise, but I thought it was a bad dream, so I went back to bed, only to be met with that same twitch about twenty times after the first one! Can you believe how silly that sounds!?" Fluttershy looked down and fidgeted with the teacup in her hooves "U-Umm, yes...well...I do feel concern with what happened ot you last night...Did you turn to Zecora for help??" Pinkie raised an eyebrow "Funny you should say that, Fluttershy! She was the first pony-I mean-zebra for me to turn to for something like this! Though, when I reached her hut, I saw her all battered and beaten up as if a manticore came inside her home! It made me so sad, and the worst part was she didn't know who did it! She's getting better, but I'm so confused! Do you know who did it??" Fluttershy was shocked at the news "Oh my! W-Well, at least she's getting better..." she looked down in relief, then looked back up with a curious look "You know...I had a wierd time of my own the other night..." She looked away "I was just finishing dinner until I heard Dr. Facilier laugh while making his doll...It looked so much like Zecora and he seemed happy with how it turned out. But when he finished, he had this scary look on his face while he held a pin to the doll. He told me he was putting some finishing touches on it before going to bed, so I left him to his work so I could go to bed myself. I tried going to sleep, but all I could hear was the sound of him laughing like Discord on a good day." She shivered at the memory "I-I like him, but I didn't like his laughter at all..." Pinkie herself was silent, not an expression of joy or her regular jolliness on her face. She leaned in to Fluttershy with an arched eyebrow and a suspicious expression "You said something about a needle...He didn't happen to POKE a certain doll with it, did he??" Fluttershy felt uncomfortable at how Pinkie was acting, backing away a little as she shifted her eyes in paranoia to her behavior "W-W-Well, he DID say he needed to add some touches to his new doll and he needed a pin to do it...and while I heard him laughing, I could've sworn I've heard several pinpricks while he was doing it...they were very loud to me..." She looked down, but didn't notice that Pinkie stood with widened eyes. She then looked angry, one of her eyes twitching as she bit her lower lip, puffing her cheeks as she slowly turned red. Then, without warning, she looked like she exploded as her ears blew off hot steam, her eyes glowing as she looked ready to unleash hell upon an unfortunate soul, speaking in a demonic tone "NOPONY BREAKS A PINKIE PROMISE!!!" She then sped out of her cottage as quick as a flash on a stallionhunt to find the one who had broken a Pinkie Promise intentionally, leaving a shaken Fluttershy behind in her kitchen. She then noticed that she spilt tea on the floor, moaning in disappointment with herself as she went to clean it up. While she was cleaning, however, she prayed to Celestia that Pinkie wouldn't find the Shadowcolt and make him suffer.

Meanwhile, Dr. Facilier was standing outside of Ponyville Library with Twilight Sparkle, the two making idle conversation after he returned his book to her. He decided to speak his mind on how silly Pinkie acted the other day, wanting to at least get SOMETHING off of his chest without the nosy mares like Twilight constantly poking at his dark secrets.

"I jus' don' know what's up with that mare,
Wantin' me to do a 'Pinkie Pie Swear'!
That girl's about more nuttier than a fruitcake!
What is up with her, for goodness' sake!?"

Twilight giggled at how he ranted about Pinkie, willing to agree with her randomness at many points, but wanted to enlighten him on how exactly Pinkie Promises worked "Well, Doctor, while Pinkie can be very crazy at times...well, EVERY time...a Pinkie Pie Swear is serious business! Though, some of my friends make fun of me for how I do it..." She looked down, remembering all those times she hit her eye with her hoof without closing it, then looked back up at the bemused doctor "Why do you ask? Did you do make a Pinkie Promise with her?" Dr. Facilier nodded at her response, his shadow silently groaning and shaking his head at the unpleasant memory.

"Yeah, I did that crazy pact,
But jus' so I won't deal with bein' attacked...
So funny how she thinks that I'd go so far
As to keepin' a stupid promise like a mental scar..."

Twilight widened her eyes at this and cringed as her ears folded back "Dr. Facilier...You don't mean to tell me you actually BROKE your Pinkie Promise, did you? I told you they're very serious to keep! And Pinkie can get very...emotional when somepony breaks a Pinkie Promise! Just ask Applejack!" The Shadowcolt only turned his head away from Twilight in defiance while keeping his eyes on her. Where he came from, many promises were broken almost every day, even the ones HE made. Dr. Facilier decided to chuckle at how Twilight sounded, ignoring the urgency in her voice as she looked more afraid "Doctor, you should run...like, right NOW! If you actually broke a promise, I don't wanna get involved!" This made the doctor laugh even more as he decided to taunt to her warning.

"Y'all are jus' makin' more hullabaloo!
What's that little pink mare gonna do?"

Right on cue after his mocking question, he heard an angry yell "DR. FA-SILLY-AAAAAAAAAAAA~!!!!!" This made Twilight and the confused doctor perk their ears up, the doctor looking behind at the source of the shout to find an angry Pinkie Pie galloping at him in the distance at a hunrgy predator's pace, her eyes glowing orange as she yelled in a demonic tone "YOU PINKIE PROMISED!!!" This made the doctor AND his shadow jump and yell in surprise. She did NOT sound happy and not at all like the same mare he detested, and the demonic tone in her voice was par for the course as he decided to dash past Twilight, leaving her eyes closed and her mane flowing rapidly in the breeze he created. When the bookworm saw him leave, she didn't notice Pinkie speed past her and made her spin rapidly afterwards. After she stopped spinning, she stumbled about on her hooves as her eyes rolled around in circles in a state of dizziness, and didn't expect a grey wall-eyed pegasus to slowly hover by, then point a hoof at Twilight and laugh at her, but not before crashing into a tree.

( I just can't help myself sometimes... )

The chase was on, and Dr. Facilier never thought he would run this fast OR be chased by something that wanted to possibly break him for no logical reason. He looked behind to see Pinkie Pie hot on his trail and slowly catching up to him, making him more nervous as she drew close. When he remembered his shadow, he felt better as his shady servant swooped over and extended a foreleg in front of Pinkie's shadow. The Shadowcolt expected a thud, followed by quickly fading curses as he ran, but all he got was Pinkie jumping over his shadow as if she knew he was going to do that. This made Dr. Facilier yell in surprise and confusion, and tried to pick up the pace as the two ran through the town.

Applejack was found selling apples at her stand, one of her customers leaving, then perked her ears up at the sound of scared yelling, turning to see two rapidly growing dots approaching her from the right of her stand. She narrowed her eyes to get a better look "What in tarnation?" She didn't anticipate the doctor zipping past her stand at Rainbow Dash's speed, blowing off her Stetson hat in the process, and when she attempted to pick it up, she was knocked down on her side as Pinkie rammed passed her like a small obstacle in blind fury and pursuit "YOU WILL NOT ESCAPE YOUR FATE, DOCTOR!!!" Applejack got up, knowing full well what was going on, and only held her hat to her chest as she closed her eyes and spoke in a solemn tone "Celestia help that zebracorn..."

At Sugarcube corner, Mr. and Mrs. Cake watched their children as they sat outside while enjoying a short break. Pound Cake was beating at the ground with a toy hammer, and Pumpkin Cake was enjoying her new pacifier her parents bought for her. When the family heard the sound of yelling, they all looked to see a purple blur breeze by, followed by a pink blur. This the children giggle and clap their hooves at the sight, leaving the parents staring in a dumbfounded fashion "Dear? Was that Pinkie Pie we just saw?" Mrs. Cake asked in a scared and curious tone as her husband responded the same way "I don't know...I don't wanna know...But I DO know we need to take the kids inside right now..." The two parents did just that as the two baby foals continued giggling.

A mare named Berry Punch sat on her bench with a bottle in her hoof, taking a good drink from it as the day went by. She heard screaming, and noticed Dr. Facilier running for his life screaming, then saw his shadow doing the same thing, except it stopped in front of her and looked back. It wanted to see Pinkie Pie while not noticing it was being watched by another pony, then quickly caught up to its master after jumping and seeing Pinkie pick up her pace, giving off a monstrous snarl as she looked ready to kill. Berry Punch could only look at the bottle in her hoof with a raised eyebrow, then toss it in the nearest rubbish bin.

The chase was long. VERY long. And the events that followed with it began to grow more silly as Dr. Facilier entered a door to a random building, Pinkie Pie following shortly after. The quickly two exited through the same door they entered and went through a different one, only to repeat the process once more, but exiting through a door different than the one they last entered in. The process became more silly as they even exited a door with Dr. Facilier running behind Pinkie, then some duplicates of the two came out of some doors and entered different ones. When things couldn't get sillier, a blank flank zebracorn with a fedora came out of a door, looking around for a minute, then trotted back into the door he emerged from with a cynical look on his face as the chase continued. Dr. Facilier emerged from a random door, Pinkie coming from one of her own opposite from the Shadowcolt, the two colliding into each other as they flew back. While Pinkie was dazed, he quickly bounced back up and ran off, Pinkie following after giving off a growl similar to an antagonized dog.

Fluttershy was in town, looking high and low for Dr. Facilier with worry "Dr. Facilier?" She called out "Where are you?" Her ears perked up to the sound of his voice screaming in terror as she witnessed him being chased by Pinkie Pie, gasping 'Oh no! He must have made Pinkie angry by breaking his Pinkie Promise!' While she didn't know what exactly he swore he wouldn't do, nothing mattered as she swooped to the Shadowcolt's rescue, landing in front of him. Dr Facilier, upon seeing this, skidded to a halt and quickly curved past the timid mare to use her as a shield for when Pinkie tried to get to him. He was a wreck when he stopped running, his mane and tail a frazzled mess, his hat and suit wrinkled and misshapen, and his eyes wide and weary as he tried to stay a good distance away from the pink nightmare in front of him while standing behind his equine shield. Pinkie growled, and sounded normal for the first time "You gotta move away from her sometime, meanie!!" The doctor only yelped in response as Pinkie moved to the left of the timid mare and instinctively moved to the right of her opposite side. They went left and right, and began going in rapid circles around poor Fluttershy, and this led to her shouting at the top of her lungs "STOOOOOOOOOOOP!!!!" The two ponies in their heated situation instantaneously stopped on her command, staring in surprise, and Fluttershy blushed upon noticing this "Sorry...I-I was getting dizzy..." She then looked stern "But this shouldn't be going on for so long!" She turned to Doctor Facilier "Dr. Facilier, I don't know exactly what you did to break your Pinkie Promise, but I am VERY disappointed in you!" The Shadowcolt shrunk back, stunned at the mare's new-found courage "This little chase has gone on long enough, and it's about time you apologize to Pinkie for what you've done this instant!" He was confused and disoriented at all of this, and turned to see Pinkie give the doctor a vicious glare, only to turn back to Fluttershy looking like he was trying her patience "Well??" Dr. Facilier remembered what happened to Angel when she was angry, and he did NOT want to deal with 'The Stare' himself. He swallowed what was left of his pride and trotted over to Pinkie, who didn't move at all while glaring at him in silence. The Shadowcolt straightened his hat and suit, taking a deep breath.

"I'm very sorry for what I did...
I guess my mind went off the grid.
I was caught up in my moment, you see.
Pinkie Pie, can ya try and forgive me?"

Pinkie's eyes narrowed even more after hearing the doctor's apology, leading him to believe he didn't try hard enough, but was surprised when her glare quickly left and was replaced with the same happy expression he was familiar with when seeing Pinkie "Apology Accepted!" She then gave him a hug as he looked down, confused as to how she forgave him so easily. The funny thing was, he meant that speech for the sake of surviving an oncoming shitstorm in the form of an unholy staring contest courtesy of Fluttershy, who also joined in the hug with a smile. This was beginning to get all too wierd for him as he felt something alien to him. While he was being hugged, there was a fuzzy feeling...a feeling deep inside...and it slowly grew in his heart while he was being hugged by two mares at once. Was this something he should look into durign his time here? He paused as the warmth continued spreading in his heart slowly 'Mus' be a small case of heartburn...I'll make a potion for that later...'

End of Chapter 17

Chapter 18

Chapter 18

Arcana X Part 1

After the little episode with Pinkie and a mistake involving drinking a potion that didn't work, it was time for the good doctor to get a job so he wouldn't borrow so much from Fluttershy despite enjoying mooching off of others easily. Dr. Facilier left Fluttershy's cottage as the sun in the sky showed that it was 5 in the evening.

He felt compelled to take Rainbow Dash's advice and try to apply for a job at Ponyville Clinic for obvious reasons. The Shadowcolt couldn't open a dancing school, that's for sure. When he reached the clinic, he went inside and noticed that almost nopony was present in the waiting room other than the receptionist. Either business must be slow today, or there could be some kind of surprise for the doctor as he casually trotted over to the receptionist's counter, and decided to work his verbal magic so he could get a reserved spot in the work office.

"Why hello there, lady. How ya doin' today?
I wish to apply here, if I may..."

The receptionist looked up at the grinning Shadowcolt and then went back to her book "Talk to Nurse Redheart in the room behind me. She isn't busy today, and she could some company while she's constantly organizing her medical supplies." Not the response he was looking for, but it's a start. Dr. Facilier went through the door next to the receptionist's desk and went down the hallway. He looked around, seeing nothing but physical examination rooms and beds left and right, but no sign of Nurse Redheart. The Shadowcolt thought the receptionist was toying with him until he heard the sound of objects being shuffled about in the room ahead of him two doors down. He made his way over and opened the door to reveal a stressed mare fiddling with medical supplies in the cabinet. The mare had a white coat like Rarity and Princess Celstia, but her hair was light pink, covered in a white nurse's hat, and she had a cutie mark of a red cross on her flank. This must be the one he was looking for in order to get a job, and trotted over, gently poking the mare's back and making her squeak and jump a little, spilling some of the supplies from the cabinet.

Nurse Redheart looked down and groaned in displeasure at the new mess she made "Oh poo!" She then turned to the perpetrator with a glare in her eyes "Why should you sneak up on me like that!? Can't you see...I'm...busy?" She looked at Dr. Facilier, who was grinning at her sudden speechlessness, and decided to seize the opportunity of convincing her to hire him while she was dazzled.

"Y'all must be the Nurse I was required to see...
Do ya think that maybe you could hire me?"

Nurse Redheart tilted her head "You wish to work here? Well, we don't really have any opening jobs at the moment, but perhaps I could turn to you as a substitute if one of our workers isn't present." This made the doctor a little angry on the inside. He felt appalled to be considered a lowly substitute, and when HE has enough medical knowledge in his head to put the current medical genius of Ponyville to shame. He decided to try to not only get himself hired, but get whoever worked here fired for insubordination. But he needed to be specific on who he wanted to get axed and pink slipped if he were to get himself the spot he desperately needed.

"Could ya maybe be a dear,
And fill me in on who else works here?"

The white nurse wondered why the Shadowcolt chose to change the subject after being offered a job as an intern, but then thought that he probably needed a good feel of who he was working with, where he to be summoned to help. She trotted passed Dr. Facilier with a smile on her face "I see you want to be better acquainted with the other employees...Mr.~..." She trailed the last word, not even knowing the Shadowcolt's name, who felt insulted at her ignorance, but decided to enlighten her with his charming guise.

"Dr. Facilier is my name, baby doll,
and when it comes to cures, I can do it all..."

Nurse Redheart turned back to the Shadowcolt while they were trotting, beaming at what she had heard "You're a certified doctor? Oh, this is remarkable! We don't get ANY unicorn doctors here in Ponyville, and sometimes we turn to Zecora for help when we cannot find a certain cure! Seeing as how you're both a unicorn doctor and a zebra skilled in herbalism, you'd be a shoe-in for a spot if there were any vacancies!" He was slowly losing his patience as she wasn't giving him the information he asked for regarding to the other employees he could take down, and decided to repeat his question with a feigned smile on his face.

"Thank y'all kindly for that praise, my dear,
But can ya PLEASE tell me who else works here?"

The nurse flinched as she remembered his question "O-Oh, of course! I'll give you a list of our employees in my office. We're already at the door!" She giggled after her last statement as she opened the door to her office, letting her and Dr. Facilier inside as she motioned for him to take a seat "Wait here while I go through my drawers. I won't be long." She went through her drawers at a determined pace, leaving the Shadowcolt waiting patiently for her to get out his new hitlist. He pondered on how exactly to snuff out anypony on the list with any of his disposable resources. Before he could think any further, Nurse Redheart pulled out a clipboard with paper on it with her mouth and trotted over to Dr. Facilier and presented it to him, the doctor levitating it with his magic. "There you are, Dr. Facilier! Feel free to visit each of these ponies while they aren't on duty so you can be better acquainted with them. I'm sure they'll just love to see how you work your medical magic on our patients!" The doctor only chuckled and replied calmly.

"This thing really has me stoked...
I can't wait to help the pony folk..."

He continued laughing, and Nurse Redheart slowly backed away with a sheepish grin on her face, her ears folded back "E-Erm...yes...well, thank you for stopping by today, Dr. Facilier! We'll be sure to contact you once we've found an opening for you!" The Shadowcolt got up and trotted out of the office with a smile before tipping his hat to the white mare, who tilted her head in confusion as to why he was laughing so much.

On his way back to Fluttershy's, Dr. Facilier was stopped by a certain cyan pegasus as she swooped down in front of him looking excited "Hey, Doc! I heard you broke a Pinkie Promise earlier. I was busy napping while the whole thing happened, but Twilight told me that you ran about as fast as me!" She beamed at the thought, and took a step forward with an eager look in her eyes "How about a race? You don't have anything better to do, right?" The doctor sighed, not having time for this as he trotted past Rainbow Dash and politely declined.

"Sorry, Rainbow, but I'm busy, ya see.
Why would ya even wanna race with me?"

Rainbow felt as if she were being ignored and hopped in front of him again "I just wanna see how fast you are for myself! C'mon, just one little race and that's it! You'll have plenty of time to look over that piece of paper you're holding since you're just like Twilight when it comes to reading!" Dr. Facilier sneered at this remark, not only for being grouped with the lavender bookworm, but also not wanting to disregard his plans for a simple race, and tried moving past Rainbow again, only to have her get in his way once more. He was beginning to growl as she cut him off at every turn of his path, and got more irritated as she did not let up at all. Having enough, he let out a frustrated yell and sighed as he rubbed his temples.

"Alright , I'll race ya jus' one time...
I hope that y'all are in your prime."

Knowing Rainbow Dash's capability, the Shadowcolt knew he was shit out of luck when it came to a race. He was only as fast as her before because he was being pursued by a pink nightmare because of breaking a promise of serious magnitude, and was lucky enough to be let off of it by apologizing. It was nothing more than a situation that brought about fear in his heart, causing him to run as if his life depended on it. He never expected to be put in his place by two mares in one day. Rainbow Dash, upon hearing him accept her challenge, grinned with light in her eyes as she took to the skies "Alright! Follow me!" she said as she went off in a flash. Dr. Facilier only stood as he watched her leave without giving him proper directions, and after a few seconds, she flew back with an embarrassed grin on her face "Hehehe...oops." she said as she flew at a slower pace for the doctor to help get a better sense of direction as he followed.

The two were out in a forest different to the Everfree, it's trees more normal looking and vibrant in color. It was known as Whitetail Woods, where the Running of the Leaves took place every fall. There was a given trail as Rainbow Dash stretched her legs and got ready for her race, Dr. Facilier looking at his shadow with a smile as it returned its master with one of his own. If they were going to win this, they needed to do it the old-fashioned way: Cheating. The shadow quickly swooped into the bushes unseen, and went on ahead as Rainbow Dash readied herself with a determined grin on her face "On your mark!" The Shadowcolt lazily got into a ready position to humor the cyan pegasus "Get set..." He grinned, knowing how exactly this will play out with his servant behind the scenes "GO!" She breezed off with a rainbow-colored trail behind her. Dr. Facilier then simply trotted casually as he knew what was going to happen to Rainbow Dash up ahead.

Rainbow was a good distance away from the Shadowcolt, and growing, but something wierd happened. While she ran, she like she slammed into a rubbery wall as she then bounced back at the same velocity she started from, passing the doctor in the process as he chuckled to himself. Little did Rainbow Dash know that while she was in the air, her shadow was still intact on the ground, and Dr. Facilier's shadow was ready and waiting as it transformed itself into a flexible wall on the ground, anticipating Rainbow's speed and sending her back to where she started. When she landed in a tree, she pulled herself out to see Dr. Facilier still trotting like it was a boring day, and crossing the line with a grin. Rainbow Dash, upon seeing this, had her jaw dropped at the sight of this, but then looked angry as Pinkie earlier as she zipped over and pushed her nose against his, glaring at him "You did something back there! Nopony could simply win a race by just trotting like it was nothing! You cheated!" The Shadowcolt rolled his eyes and then acted like he was being accused.

"What makes ya say that, Rainbow Dash?
We was racin' until y'all decided to crash!"

Rainbow Dash narrowed her eyes "You used some kind of unicorn magic to win this race yourself! Admit it!" She wouldn't let this loss go. Rainbow Dash hated losing as much as getting fitted for one of Rarity's clothing designs, and she couldn't deal with some mysterious (to her, at least) force causing her to foul up a good race. The doctor only pointed at his horn with a hoof, ready to poke a hole in the angry cyan mare's logic.

"If I used my magic, my horn would glow,
But all I did was trot, steady an' slow...
Y'all could tell it would be me from a mile away
If I ever decided to use magic today."

He had raised a good point in his words. Rainbow would know if she was being held back by Dr. Facilier himself if she were coated in his magical aura while he focused his magic on her, but she knew deep down that he did SOMETHING to throw her off in the race. There was nopony else in the woods but her and the Shadowcolt, and she was in the air as they raced. The doctor's shadow was rolling in laughter while the cyan pegasus kept her slowly lingering glare on Dr. Facilier, and position itself quickly when Rainbow decided to give the doctor some space between them. She was still sore and was now suspicious of the Shadowcolt for what happened recently, but held out a hoof with a smile "Well, forgetting what happened just then...Thanks for taking the time to race with me, Doc." The doctor shrugged and then held out his own hoof and gave her a firm brohoof. The two then parted ways as they went back to Ponyville, but Rainbow Dash now has something to do other than napping when not on weather duty.

While Rainbow Dash trotted along town, she passed a bush that rustled and sprouted a serious looking Pinkie Pie, Making Rainbow Dash jump and scream. She looked at Rainbow with stalking eyes as she uttered in a dark tone "Soon..." Rainbow raised an eyebrow at Pinkie "What do you mean soon, Pinkie?" Pinkie slowly sunk back into the bush she sprouted from, leaving only her eyes popping out of the bush with the same expression, repeating in a whisper "Sooooon..." Rainbow stared, then groaned in exasparation as she took to the skies and went back to her home in the clouds.

Meanwhile, at Fluttershy's cottage, Dr. Facilier was laying on the couch as he stared up at the ceiling, focusing on how to approach tomorrow with his new plan 'Find the one called Nurse Tenderheart, hypnotize her into quittin', and take the job with no problems at all...' It sounded easy, but with how the entire town was well-connected with one another, he had to pull out all the stops with his craftiness if he was ever going to make his plan possible. He snuggled into the warm quilt Fluttershy gave him and tried to go to sleep while he had butterflies in his stomach about tomorrow.

End of Chapter 18

Chapter 19

Chapter 19

Arcana X Part 2

The next day, Dr. Facilier and Fluttershy enjoyed another hearty breakfast before leaving the cottage for their respective tasks. The two left the cottage, and the timid mare stopped the Shadowcolt to let him know what she was doing "Dr. Facilier, I'm going to talk with Rainbow Dash for a while. She said she needed to see me, and with the way she talked, it must be something very important. I'll see you soon!" She said as she hovered into the air and flew off, leaving the doctor to grin. Now it was time to put his plan into motion as he went off in search of Nurse Tenderheart.

Meanwhile, Fluttershy finally reached Rainbow Dash's cloud house, knockingo n the door and wondering if she was home. After a few seconds of waiting, the door opened to show Rainbow, who was happy that Fluttershy made it "There you are, Flutters! Thanks for stopping by today." She leaned her head forward as she looked around with narrowed eyes, then down at the pony folk walking on the ground. She then turned to the timid pegasus with a serious expression "Come on in! Hurry!" She whispered, making Fluttershy nervous as she did what she was told. When inside, Rainbow quickly shut the door and windows to shut herself away from watchful eyes. Fluttershy looked around, shaking "Wh-What's wrong Rainbow Dash? I-Is there something about to approach Ponyville?" The cyan pegasus trotted up to Fluttershy with a look of interrogation on her face "Fluttershy, I wanna talk about Dr. Fa-silly-a..." Fluttershy corrected her after feeling more comfortable about the current topic "Umm, y-you mean Dr. Facilier?" Rainbow waved a hoof "I know what I said. Anyways, I'm starting to get the feeling he shouldn't even be in Ponyville anymore...It's been bugging me since yesterday." Fluttershy tilted her head, wondering why her childhood friend felt this way "You mean ever since he won against you in a race?" Rainbow Dash quickly got in the timid mare's face with indignation "NO!!" Fluttershy squeaked and cringed, making the cyan pegasus feel guilty 'I-I mean, no...not at all...Though I STILL think he cheated..." She muttered the last sentence under her breath, but then turned her attention back to Fluttershy "I mean, with how much he's lived with you, don't you think he's been acting a bit wierd lately? Like, anything out of the ordinary at all? I just wanna make sure you're okay..." Fluttershy, knowing full well what has happened since Dr. Facilier started living with her, felt like she should get her worries off her chest as she spoke her mind "Well...he HAS been reading a lot of books lately, and usually ignores me when doing it...I'm happy he enjoys reading as much as Twilight, but it's almost all he ever does. What really bugs me is that my animals, Angel bunny included, don't seem to like him that much when he approaches them with food. Then there's the doll of Zecora he made, adding more touches to it since last night. I wonder why constantly poking a doll is considered adding more touches to it..." Rainbow was silent, taking in all the information, and tried piecing together a crazy theory that could prove her suspicions of Dr. Facilier as infallable truth. Fluttershy looked down and began kicking her hoof on the floor, looking lost in thought for a minute before talking to the cyan pegasus "Rainbow Dash...Should I maybe...u-umm...ask Dr. Facilier if we could maybe...umm..." She then muttered inaudible dialogue as she hid her face, snapping Rainbow out of her train of thought "If you could what?" Fluttershy hid deeper in her flowing mane as she repeated herself but in a quieter tone, irritating Rainbow "Come on, Fluttershy! What?" Fluttershy whimpered, then blurted out with clenched eyes "I'm asking you if I should talk to Dr. Facilier and have him and I start a relationship together!" She then gasped and held her hooves to her mouth, blushing with wide eyes. Rainbow Dash wasn't surprised, and groaned as she facehoofed "I'm talking about how suspicious that zebracorn is and all you can think about is trying to be his marefriend!? Focus, Fluttershy! He could be trouble!" Fluttershy took a deep breath, but then smiled "But Rainbow Dash, he's only been here for more than a week now, and he's been very nice around us all...And he's trying to get a job at Ponyville Clinic, and that really makes me happy to see him try and make a life for himself helping other ponies in need." She looked down "If only my animals would accept his care..." Rainbow Dash growled "Maybe a bit TOO nice..." she muttered under her breath, but then opened the windows of her home and opened the door, turning back to her childhood friend with a smile "C'mon, Fluttershy! We're going out!" Fluttershy gasped at her words 'B-B-B-But what about Applejack!?" Rainbow groaned "Not like THAT! I mean, we're going out and finding the facts about Dr. Fa-silly-a! We'll talk to everypony he's come into contact with, and we'll document his every move to make sure he isn't doing anything sneaky!" She swooped out and took off, Fluttershy following slowly after "I-It's Dr. Facilier, Rainbow..." she fluttered after her brash friend.

Dr. Facilier was trotting in Ponyville searching for his target and drawing up blanks wherever he looked. He growled a little, but calmed himself knowing he would find her eventually 'Can't be hard to find somepony in a small town like this...Maybe I should ask Pinkie...' He felt a tug on his suit, then looked down to his shadow trying to get his attention. The Shadowcolt tilted his head at his shady partner as he then pointed to an alley to the left of him, hearing sounds of pushing, shoving, and muffled screams. He trotted into the alley, the sounds growing as he came across an unexpected sight, even in a place like Ponyville. Not only did he find Nurse Tenderheart, but he found her in the hands of a larger stallion, struggling for her life in his arms. The stallion had a look of lust on his gruff and disgusting face as he tried to pin her down to either the wall or the ground. Dr. Facilier, upon witnessing this scene from a distance, had his jaw dropped in surprise at what was happening, stalling for a few seconds only to jump for joy. He trotted away, thinking his work was done without lifting a single hoof, his shadow following with a crooked smile. Before he almost got out of the alley, he heard the handled nurse shout "HELP!" making him turn back a little, chuckling a little at her predicament. He took an extra step, but heard her shout for help again, making him turn back more and watching her struggle under the stallion's grip. The more he watched, the more he felt another alien feeling course through his mind. He growled, wanting to turn and walk away from this scene, but couldn't look away at how helpless she was, and the unknown feeling began growing. The Shadowcolt gave out a frustrated grunt as he rubbed his head and sighed 'Bleedin' hearts o' the world unite...' He thought as he nodded for his shadow to swoop along the wall.

The stallion finally had Nurse Tenderheart where he wanted her, grinning as he looked down at her with hungry eyes "C'mon, babe! Nopony's watching, and you'll be doing me a favor! Just hold perfectly still and let me do all the work." The pinned mare gave more futile efforts of struggling out of the stallion's grip, but then gasped with widened eyes as she looked up, stopping completely. The stallion chuckled as he leaned down "That's more like it! Now let's get starte-" Nurse Tenderheart then blurted out "Behind you!" The stallion drew back and tilted his head "What, is somepony watching us?" He turned around with a glare "Hey! Whoever it is, beat-" He looked up with widened eyes, squeaking the last work "...it?" He noticed the shadow of a giant manticore, and when it opened its maw, it gave out a lousy roar, but it was enough for the stallion to hop off of Nurse Tenderheart and run off screaming "MANTICORE!!!!" when the mare was free, she tried runnign herself, but tripped when she recovered. She then looked back, whimpering at her fate, until she saw the shadow recede into pony form, making her confused "Who's there? Hello?" Dr. Facilier then trotted up to Nurse Tenderheart after hiding, thinking why exactly he did this as he held out a hoof and helped up the confused mare.

"Y'all should be more careful, lady.
Folks in this town can be loads o' crazy..."

Nurse Tenderheart quickly hugged the Shadowcolt with a relieved smile "Oh thank you so much! I never thought I'd be caught in a situation like this! You saved my life, and I could never be more grateful! How can I ever repay you??" Dr. Facilier could have simply hypnotized her while she wasn't looking, but after hearing the words 'repay', he decided to make a rain check and grinned at his chance.

"If y'all are serious about returnin' your debt,
Get me a job at the clinic and we'll be set..."

The happy nurse nodded at this without hesitation "Of course! You have my word that I'll try squeezing you into the fold! Goodbye, sir!!" She galloped off, leaving the Shadowcolt alone in the alley, with the familiar feeling of warmth coursing through his body after performing his actions. He glared down at his chest in irritation 'I swear, this next potion I make better get rid o' this heartburn! It's gettin' really annoyin' right now...'.

Deciding that he'll turn in early and make some more potions back at the cottage, he made his way back through town, but was then tackled by Pinkie Pie again, only to see her with a beaming grin on her face "Wow! Dr. Fa-silly-a, that was super-duper SPECTACULAR!! I never thought a meanie like you would save another pony when you really wanted to get rid of her! You really are getting used to living in Ponyville and becoming one of us!" The Shadowcolt was annoyed with not only being tackled again, but thinking that he would actually want to act just like everypony else when he wanted to be who he was. Sure, there's a certain con to try and stay the way he was, but acting like everything's all sunshine and rainbows wasn't really his style. The heartburn ever since his time with being hugged and saving Nurse Tenderheart was bad enough. The pink mare on top of him hopped off and pointed with a grin "I am SO throwing you a 'I just saved another pony' party and inviting EVERYPONY! See ya later~!" She zipped off, leaving the Shadowcolt to brush his suit with a hoof.

"That mare is makin' me lose my mind,
To throw a party over doin' somethin' kind.
She was caught in a jam an' wasn't even that bright!
I jus' did it cuz I felt like it...right?"

The doctor's shadow tilted its head, then swooped around Dr. Facilier, examining him on all angles to see if there was anything wrong with his mind. The Shadowcolt was confused as to why he felt compelled to actually save the same mare he wanted to fire (Possibly kill) and actually get a party out of it, but shook the thought out of his head as he went back to Fluttershy's cottage.

End of Chapter 19

Chapter 20

Chapter 20

P. V. Noire

Rainbow Dash and Fluttershy were soaring along Ponyville, asking questions left to right dealing with Dr. Facilier and his current activity. The cyan pegasus was determined to expose Dr. Facilier (Obviously still sore about the race *cough*) and see what he was hiding. They first decided to talk to the lovely couple Lyra and Bon Bon about what they've seen him do.

Lyra scratched the back of her head "Well...We've only seen so much of him since his welcome party. And even if I did, he hasn't really done anything other than buy flowers and dolls. I never expected most of the mares in Ponyville to even fall for him as he passed by! I'd hate to be him when mating season starts..." Bon Bon looked away "He really does seem kind of shady when he walks around like that." She flinches with wide eyes "N-Not because he's a zebra or anything, I'm good with that! I'm more tolerant around them ever since Zecora came around. But it's just the way he dresses and how he grins with that smile of his. It doesn't really set well with me..." She looks down, while Rainbow Dash was not amused at this useless information, Fluttershy smiling as she looked at the ground "His collection is very nice...He even made one of me, and it looks so good." The cyan pegasus was well aware that Dr. Facilier had a surprising fondness of dolls that would put a filly to shame, and knowing the flowers, he is probably making potions and medicines for later use. She was less than amused about them stating his appearance, already aware of his hat and suit and how gapped his teeth are when he smiles. With a sigh, she trots away from the couple "Thanks for the information, you two. C'mon, Fluttershy! Onto our next witness!" She took to the skies, as Fluttershy bowed before following "Thank you for your time!"

Twilight stood in front of her house with a deadpan look on her face as the two explained their reasons for questions "You're REALLY going through with this, are you??" Rainbow Dash had her look of determination as she replied to the bookworm "You bet! That zebracorn's hiding something, and I won't rest until I figure out what it is!" Twilight sighed at Rainbow's foolishness and decided to explain what she saw in terms of the Shadowcolt's activity "Well...He hasn't been borrowing books lately, and it's been bugging me. I thought I'd meet another pony who would share a fondness in books like me, but all he does now is buy ingredients for potions. I wonder if he ever got hired at Ponyville Clinic...Or if he ever took the time to talk to Zecora at all." Fluttershy stepped forward "He talked with her a couple times, but I can't help but feel hostile vibes as they trade words and smile..." Rainbow turned to Fluttershy at this small bit of information, grateful that she had her along on her investigation. Maybe they could talk to Zecora later. She turned back to Twilight, thinking she could squeeze more stuff out of her "What else did you see him do? Was he plotting anything sinister?" Twilight only stared at Rainbow in exasparation, then donned a fake smile and said in a cheery tone "Goodbye, Rainbow!" She went inside and slammed the door, leaving the cyan pegasus to inch away from it and sneering at how she was left "Sheesh, you'd think she'd know a lot since she's Celestia's student...But, whatever! Next witness!" Fluttershy sighed at how silly she felt trying to expose the one she had feelings for, then took off with Rainbow Dash as the two flew.

The dynamic investigation duo stopped Carousel Boutique, where Rarity arched an eyebrow at the two "And just WHY exactly do you feel that wonderful gentlecolt is hiding something? He has a lucrative business future helping the other pony folk, for Celestia's sake!" Rainbow scoffs at the remark and gets down to business "Just tell me what you saw him do, please!" Rarity rubs her chin "Well, he has been rather silent around ponies other than those he buys items from. He hasn't really made any kind of chitchat with anypony otherwise, not even me." She begins to pout "I really wanted him to model for more of my clothes! I'm aware of his medical prowess, but he could at least take his time to visit once in a while!" Rainbow groaned in defeat as she left without saying goodbye, leaving Fluttershy to bow "Goodbye, Rarity! See you soon." Rarity only went back inside, muttering more reasons why Dr. Facilier should visit her as she shut the door.

They go for Town Hall, inside the mayor's office as they were met with the same results "Oh, I am so sorry, girls. I really haven't witnessed much sinister activity from Dr. Facilier lately!" She shifted her eyes a little as she spoke "I certainly also haven't seen much problems regarding to those lies regarding my times with Big Macintosh!" She chuckled nervously "Er...so to speak..." Rainbow waved a hoof "Yeah, yeah, yeah! But you've GOT to know something about that stallion! He just seems shifty!" The mayor laughed at this "Oh, Rainbow Dash, you sound exactly the way you did when Twilight first came into Ponyville! Pretty soon he'll be one of the best additions to this town, I'm sure of it!" She goes through a closet and pulled out some files "You simply worry too much!" There was a faint glimpse of a skeleton coming from the clost, causing Fluttershy to gasp and ask "Wh-What's inside there!?" The Mayor quickly slams the closet shut with a defensive stare at the two "Just a closet..." she says in a quick and firm tone. Rainbow stands for a minute, then sighs as she trots out of the office "Carry on. C'mon, Flutters!" Fluttershy bows and follows after Rainbow. When they left, a certain red stallion crept out from Mayor Mare's desk and turned to the mayor "Are they gone yet?" Mayor Mare sighs in relief "Yes...All of this stress is killing me..." She trots over to the red stallion smiling seductively "You really have come at a good time..."

Rainbow was groaning in frustration as she and Fluttershy trotted along Ponyville "I can't believe this! We've searched high and low for any leads on Dr. Fa-silly-a-" Fluttershy quietly corrects "Facilier..." Rainbow then barks "Whatever!" making the timid mare cringe as she continued talking "-and so far we've got NOTHING! No leads, no dirt, no evidence, no help!" The cyan pegasus turns to her friend "Are we looking in the wrong places, Fluttershy? Because this is really wanting me to tear off every hair on my mane!" Fluttershy looked away "W-Well...we could always-" They were interrupted by a call "Rainbow Dash!!" The two looked ahead and saw the Cutie Mark Crusaders speeding towards them with Scootaloo pulling on the wagon with her scooter. She stopped in front of them and smiled up at the cyan pegasus "Rainbow Dash, what are you doing right now? Do you need any help!?" She beamed at the thought of helping her role model and idol. When it came to Rainbow Dash, Scootaloo was willing to do whatever she wanted, no matter how surprising it was to other ponies. Rainbow Dash thought about this, but then had an idea of having the crusaders see if they could get some tasty info on Dr. Facilier, looking down at the three with a smile "Actually, yes! You three came at the right time!" Scootaloo gasped and grinned "We have!?" Fluttershy winced at how Scootaloo projected her happiness towards Rainbow Dash while the cyan pegasus continued "Yeah! You know that zebracorn that's been living in Ponyville, right? I need you three to try and see if you can find anything shady about him!" Sweetie Belle heard this and spoke up "You mean like detectives? It sounds kinda dangerous..." Scootaloo turned to Sweetie Belle with a glare "Are you kidding me, Sweetie Belle? If Rainbow Dash says there's something shady about that new doctor in Ponyville, then she's gotta be right!" Sweetie Belle only shook her head at Scootaloo's blind loyalty to Rainbow Dash, then turned to Applebloom, who thought about the offer to see if they could find anything sinister about the Shadowcolt "...Ah'm for it. The thought about Dr. Fa-cee-lee-ae and what he's been doin' is kinda messin' with mah head." she turns to Rainbow Dash "Y'all sure about him bein' up to somethin', Rainbow Dash?" The cyan pegasus looked down at the yellow filly "Of course I am, squirt! Would I ever lie to you all??" Scootaloo said "Of course not!" the same time Fluttershy muttered "Yes..." Rainbow Dash smiled at the three "Then it's settled! You three are gonna be helping me try and expose that stallion for who he is!" Sweetie Belle, who was still reluctant about the idea, slowly began to smile about the thought of having a cutie mark were she successful in her efforts. The crusaders then looked at each other with determined smiles on their faces and yelled in unison:

"CUTIE MARK CRUSADER ZEBRACORN DETECTIVES! YAY!"

Fluttershy gritted her teeth at how loud the three were, never wondering why they choose to yell out their current goals at every turn. But then the three junior detectives zoomed off on their way, leaving the two pegasi behind. The timid mare looked down, worrying for the safety of Dr. Facilier were Rainbow Dash were to be wrong. But what if she was right? What if there was something sinister that the doctor was planning that she doesn't know about? Rainbow Dash simply grinned "This is great! With this extra help, we'll sniff out evidence on that doctor in no time!" Before she continued to cheer about her efforts in recruiting more assistance, they were met with Pinkie speeding and stopping right in front of the two "There you two are! I've been looking for you everywhere! We gotta head to Sugarcube Corner pronto!! I've got a party ready for Doctor Fa-silly-a!" Rainbow Dash widened her eyes at this "A party? For HIM? For what?" She was more than curious, disbelieving the very idea that the shady doctor got a party. She growled to think if it was a 'Dr. Fa-silly-a beat Rainbow Dash in a race' party, but her jaw dropped when she heard the real reason "He just saved Nurse Tenderheart from another pony! He's a hero!" Rainbow Dash was speechless, whereas Fluttershy gasped in surprise and was more than happy about the news "Oh, how amazing! That is so incredibly wonderful, I-" She began fluttering as she hovered in the air with a smile "I just don't know what to say!" Rainbow Dash couldn't believe this, but then asked "Shouldn't you be inviting everypony right now?" Pinkie nodded "Yeah!" She tossed them invitations "I need you girls to head over to Sugarcube corner and help decorate while I get the invitations out!" Fluttershy then touched the ground "What about Dr. Facilier? What if he knew about this?" Pinkie looked smug "Taken care of..."

Meanwhile, Dr. Facilier was galloping as he was being chased. AGAIN. This time, it was a pegasus. He turned back and yelled to his pursuer.

"Leave me alone! Y'all heard me say
I don' have any muffins! Now go away!!"

The grey pegasus mare with opposite moving eyes and a slew of bubbles for a cutie mark did not listen as she continued her chase on the Shadowcolt, a look of determination and hunger on her face "LIES! Pinkie told me you had a secret stash of muffins inside of your suit! Relieve them at once!" The doctor galloped faster as a response, angering the mare "THEN PAY WITH YOUR BLOOD!" This made the doctor scream as they continued running around. Why did this one have to get in his way when he wanted to go back and get rid of his heartburn?

Pinkie giggled as she hopped off "Well, I better get moving! You should, too! See ya, girls~!" Fluttershy sighed in relief as she turned to her bemused friend "You see? He really isn't all that bad...just misunderstood like Zecora. Let's go, Rainbow Dash..." she trotted calmly with a smile, wondering what to say when she sees the Shadowcolt. Rainbow Dash, on the other hoof, was less than pleased with what has been said. The Shadowcolt being a hero? Preposterous! Perhaps she or her new recruits could find out more about him at the party as she followed after Fluttershy, lost in thought.

End of Chapter 20

Chapter 21

Chapter 21

Undercover

After successfully hiding from the muffin-hungry pegasus, Dr. Facilier trotted back to Fluttershy's cottage, reaching the door as he went to open it. He noticed a note that stated 'Head to Sugarcube Corner', wondering if Fluttershy had left the note. He rubbed his chin, but shrugged it off as he went to go open the door, but realized it was locked. When he went to go unlock it with his magic, a familiar bunny hopped up and pointed at the sign with an angry look on his face. The Shadowcolt only glared back at the rabbit, but then realized that perhaps he could use a little treat at the bakery, and hopefully without running into either Pinkie Pie or the deranged muffin pegasus. He trotted off, leaving his shadow to kick Angel's shadow in its butt while he wasn't looking, then swooped after his master.

As he passed through town, the streets were bone dry with not a single pony in sight. Even the stands were closed, and this slightly worried the dcotor if Pinkie had already prepared for the party that quickly. He cautiously trotted over to Sugarcube Corner when it was in his sights, tiptoeing towards the doorstep as he slowly opened the door and peered inside to see everypony waiting for his arrival. He saw no sign of Pinkie, but he didn't care as he quickly opened the door and waited for the yelling to commence with clenched eyes and gritted teeth. After a few seconds of waiting for a 'SURPRISE', he opened an eye and looked around to see everypony present stare at him in confusion. He then opened both eyes and cleared his throat, brushing his suit with a hoof.

"Well ain't this a new sight to my eyes...
I was expecting somepony to shout-"

He never anticipated such a crazy movement, as Pinkie was right behind the Shadowcolt, and shouted "SURPRISE!" causing him to yell and leap forward into the party room, tumbling and landing amazingly on his hat as he stared at Pinkie trotting forward upside down with a grin on her face, giggling "I'm sorry, Dr. Fa-silly-a! I just can't help myself when it comes to these kinds of things! I'm just so HAPPY! And so is everypony else! Are you happy? Because that'll be super-duper awesome if you are! Then we could possibly turn this into an 'Everypony's so happy today' party-" As she went on with her incessant jabbering, the Shadowcolt could only glare and grumble at the bane of his existance standing right in front of her. Twilight and Fluttershy came forward and helped Dr. Facilier stand on all fours as they smiled at the guest of honor. "We heard about what happened with Nurse Tenderheart earlier today, and we couldn't be more thrilled by the news. I never expected we'd have another hero in our town!" Fluttershy stepped forward "I'm so glad we've met you, Dr. Facilier...Thank you for doing your first good deed in Ponyville. You have no idea how happy you've made everypony with what you've done!" Dr. Facilier looked away, not expecting everypony in town to direct their attention at him just because he saved somepony from being raped. He wanted to leave her to her doom, but that unknown feeling from before just beckoned to him like an alluring voice in a dream. He sighed, and decided to relish the moment of being praised by many since they won't leave him alone and he could probably get rewards from them. He could really use a new place so he won't be around Fluttershy when performing any of his spells or making any new potions or dolls.

Meanwhile, Rainbow Dash downed another glass of apple cider, groaning as she slammed the glass on the table and causing Applejack to look over at her "You alright there, Sugarcube? Y'all don't seem t' be in the best o' moods today. Is it about Dr. Fa-cee-lee-ae over there?" Rainbow sighs "You have no idea! Since when did he go from being a regular stallion to a hero in more than a week?" Applejack chuckled at how her marefriend sounded "Ain't that a thought to be a ponderin'...Why are y'all so saddlesore about it so much, Dash? Ya ain't jealous of him are ya?" Rainbow got angry "No way! Why would I be jealous of somepony who would cheat in a race and SOMEHOW be adored by the other ponies!?" Applejack shot a remark "Calm down there, Dash, Ah was jus' askin is all! Also, it ain't like we both cheated in the Runnin' o' the leaves, right?" Rainbow sighed at the unwanted memory "You had to bring THAT up...But this is different! Nopony was watching, and while I was flying, I was somehow just flung back by some invisible rubber wall!" Applejack thought it sounded preposterous when her marefriend told her story, but she knew she was somehow telling the truth. She began getting concerned as she pressed the issue further "That does sound kinda fishy...Was he usin' his unicorn magic t' pull you back or somethin'?" Rainbow looks down "No, he didn't. And that just makes him sound even more shady! I know he was involved with what happened back there, and I'm willing to blow his cover by any means necessary!" Applejack looked over and hummed at the thought of Dr. Facilier being the sneaky type while narrowing her eyes "Ah'd slow your role if ah were you, sugarcube...We wouldn't wanna go into this sorta thing right now with this here party goin' on!" Rainbow Dash gave a smug smile "Way ahead of you, AJ! I already got some professionals getting to the bottom of things as we speak!" Applejack turned to the cyan pegasus with a raised eyebrow "And jus' WHO are th' so-called professionals y'all have hired to expose Dr. Fa-cee-lee-ae?" Rainbow Dash grinned at the crowd surrounding the Shadowcolt "Oh, I'm sure you're familiar with them!"

From behind under the punch table in the room, the Cutie Mark Crusaders were scouting the area with the eyes of a griffon, seeing if they should either stalk the Shadowcolt and document his movement, or go around asking for information about him from others. Knowing the latter was too boring for their standards, they began to sneak around the crowd of ponies to get closer to Dr. Facilier. He was busy dancing to another jazz song Pinkie played for him while the others watched and cheered. Fluttershy was watching, untill she noticed the Cutie Mark Crusaders sneaking towards him looking ready to pounce, making her gasp quietly and move across the crowd to stop them. When she reached them, she tried to convince the three fillies to stop, whispering urgently "Girls, you don't have to do this now! All of those suspiscions Rainbow tried picking up aren't exactly true!" Scootaloo looked up at the timid mare with an incredulous expression, whispering ba "Are you serious? Rainbow Dash wanted us to investigate that doctor guy and see if we can find anything secret about him! What makes you think this isn't all a staged act of his?" Applebloom was next to ask "Yeah! Why do ya even bother thinkin' nothin' isn't up with Dr. Fa-cee-lee-ae, Fluttershy?" Fluttershy looks over at the dancing doctor, thinking about this for a minute. She wonders if there was a certain side to his story, and felt like she should try and ask him, but then remembered his words from way back:

'Don't worry none, dear, it ain't your fault.
Jus' grind your curiousity to a halt...'

While she wanted to follow those words, her heart beckoned for her to know more about the Shadowcolt other than what he does for a living and his hobbies. She sighed as she turned to the children "Listen, why don't you just...observe Dr. Facilier from a distance while 'I' see if I can get any information out of him. If I find any hidden lies in his words, you can come in and help me expose him." she smiled with hope that her little idea would be convincing to the crusaders. The three huddled together and thought it over, then Scootaloo turned to Fluttershy "That's a great idea, Fluttershy! Since that guy's living with you and all like he's your coltfriend, he's bound to open up to you more!" Fluttershy blushed at the term the orange filly used for her and Dr. Facilier, then backed away with a sheepish smile "Y-Yes...Well, you just stay a good distance and observe him...I'll be back..." She trots off, happy that she was able to stall the crusader's plans with one of her own. The timid mare now has to figure out how to approach Dr. Facilier and think about exactly what she should say to him.

Dr. Facilier was finished dancing and wanted time to himself as he trotted over and sat down on a chair levitating a cup of apple cider and sipping it. He savored the drink's flavor with a smile 'That Applejack knows how to make a mean drink...' When he took another sip, he noticed Fluttershy trotting over to him "Umm, hello, Dr. Facilier...How are you enjoying the party? Sorry I didn't catch all of your dancing back there." The Shadowcolt didn't really care about the apology, and waved it off with a hoof. He really didn't care if people were watching him dance or not, he was just happy to bust some moves to some quality tunes. Fluttershy then sat down next to the doctor, inching a little closer to her "U-Umm...Dr. Facilier...can I ask you something? And please be honest..." This really annoyed the Shadowcolt, having to answer to each of Fluttershy's or anypony else's questions, but he decided to let her ask. It's not like he can think of a beautiful lie once the question has been passed. The timid mare takes a deep breath and then turns to the doctor with light in her eyes "Have you done anything...sinister in the past?? Because, Rainbow wouldn't really leave you alone about this ever since that race of hers..." The doctor flinched at this question. Is Rainbow really trying to exploit his shady traits ever since his little victory at Whitetail Woods? This is going to take a lot of time for a believable lie as he took a deep breath to stall Fluttershy and buy himself some time to think 'I'm so glad I decide t' stay quiet when I do my work...'.

Meanwhile, since the crusaders couldn't stand perfectly still and watch the timid mare coax the Shadowcolt into talking, they decided to find Rainbow Dash and inform her on the current plan. When she was spotted talking with Applejack, they felt like they could have the upper hoof in finding the truth since Applebloom's older sister is the Element of Honesty. They flew over to the couple and gave mock salutes "Cutie Mark Crusader Zebracorn Detectives reporting!" They all said in unison, leavng a suprised Applejack turn and give her marefriend an exasparated look "THESE are the professionals y'all were talkin' about!? Rainbow, this is by far one o' the worst ideas you could possibly come up with! They're only kids, fer Celestia's sake! If what yer sayin' is true about the Doc over there, yer endangerin' the life of mah younger sister!" Applebloom huffed at the last remark "Ah can handle mahself jus' fine with my fellow crusaders, sis! And we're only here to tell y'all that Fluttershy's got the whole thing covered!" Rainbow Dash raised an eyebrow "Fluttershy? What could she be doing? I figured she would just be swooning over that zebracorn and wondering what to say to him if they ever choose to talk..." Sweetie Belle spoke up "Welllll...minus the swooning part and you got the idea on what she's doing right now..." This caught the cyan pegasus' attention "You mean she's actually trying to get information from HIM?" She sped off, leaving the four to watch "Consarn it, Dash..." She followed her so she wouldn't choose to do anything reckless, leaving the three fillies to watch. Scootaloo stares, then turns to Applebloom with a glare "Your sister is SO lucky to have someone like Rainbow Dash..." Applebloom scoffed "Let's jus' follow 'em and spy on Dr. Fa-cee-lee-ae!" The fillies followed the two grown mares.

Dr. Facilier couldn't think of anything good to cover up his little race with Rainbow Dash, baring his teeth in anxiety. There was nothing stealthful enough to aid him with his words, and knowing Rainbow's connection with Applejack, he would be right bucked if he ever spoke in front of her. Fluttershy notcied how nervous he looked and felt a pang of guilt as she tried to console him "I-I'm sorry if it's pressuring you so much, this question...I'll bet it's not even true..." She closed her eyes and hugged him, making him look at her with a surprised and incredulous look on his face. She looked up with a smile "For what it's worth, I don't think you're a mean or sinister zebracorn at all...Ever since your welcome party, you really have taught me that I should be more courageous and assertive around others, and I'm thankful for that..." She then looks down, blushing a little "Y-You really have helped me a lot since you lived with me, but I bet you feel bad about staying in my house with my animals hating you for some strange reason..." While the part with the animals was true, he really was happy to have a roof over his head. What he also missed was some time to himself 24/7, doing things without being noticed or restrained. He never thought that Fluttershy would ever be this caring around him for so long and getting so clingy as time passed. He caressed her mane as she hugged him, watching the crowd mingle on the floor. The Shadowcolt should count himself lucky that no reporters crowded him with questions and blinging cameras.

"Y'all helped me well, I should thank ya, too...
Without your help, I wouldn't know what to do..."

Fluttershy smiled more as she snuggled Dr. Facilier, not knowing that he began feeling awkward after the little gesture and felt a twitch in his heart like the time he saw her sip juice 'The hell's goin' on?'. What the two didn't know was that 5 sets of eyes watched them from a safe distance, and Rainbow couldn't help but groan "I can't believe this! She couldn't even get him to answer the first question and she just blows it right there! Look at her!" Applejack watched and felt touched at how happy her timid mare was around Dr. Facilier "Y'all gotta admit...it looks rather sweet seein' those two together..." Scootaloo stuck out her tongue in disgust "Eeyuck! I just hope they don't kiss soon! I just had some of Pinkie's cupcakes and I DON'T wanna throw up something so good!" Sweetie Belle looked as if she had just read a beautiful novel "While Rainbow Dash's suspicions stand, this just looks so romantic..." Pinkie was watching the two next to the spying group with an absentminded smile on her face "What're we talkin' about?" This made the group jump and shriek, looking at Pinkie with wide eyes. Applejack spoke "Pinkie Pie, how long have ya been standin' there while we was watchin' Fluttershy and the doctor?" Pinkie smiled "Since you started talking about them while you were watching. So what are you doing? You waiting for them to kiss? Cuz' they're not exactly coltfriend and marefriend yet! OH! Unless you're trying to be cupids! Then I wanna help out and make those two kiss!" Rainbow glared a little at Pinkie "We're not getting them together, we're SPYING on them!" Pinkie tilts her head "Why? Is it because he-" Rainbow got into Pinkie's face "No, it wasn't because of the race!" Pinkie then replies "I was gonna say if it was about him being a sneaky meanie pants, but okay!" Rainbow hears this, and wanted to know more "Wait! You know what he's been doing??" Pinkie waved a hoof with a smile "Of course, silly! I watch a lot of things at once if I feel up to it!" Applejack raises an eyebrow at this "And why haven't y'all told us about him bein' a 'sneaky meanie pants', Sugarcube?" Pinkie scoffed "Well I don't want the fanfic to END! The author already has that planned out!" Applejack just closed her eyes, amazed with how crazy the answer sounded "Sorry I asked..." Applebloom trotted up to Pinkie and wanted to know more herself "So it's true that Dr. Fa-cee-lee-ae's not exactly the most friendliest pony? Why won't you tell us more!?" Pinkie patted Applebloom with a smile "Because finding out firsthoof is YOUR job! I better go get the cake ready! See ya later!" She trots off, humming, leaving the group astounded at this. Pinkie knew that Dr. Facilier was shady all along, but won't even tell them what he had been doing. They all looked at each other and decided it was best to resolve this issue at a later date since the party is going on, and they do not want to make Fluttershy sad now. They let her have the moment of being with the Shadowcolt as they sat.

End of Chapter 21

Chapter 22

Chapter 22

Forming a plan

The party lasted till evening, and everypony present soon retired to their respective homes with looks of satisfaction and tiredness on their faces. Fluttershy and Dr. Facilier were the last to leave as they trotted back side-by-side, the Shadowcolt looking neither satisfied or tired. He wanted to go back so he could make more potions for himself and his new paying job and decorate more dolls from the spare base ones he bought so he could remember to keep a proper census of Ponyville and pluck a few hairs if necessary. Fluttershy smiled, but felt as if she were being avoided ever since she decided to hug the doctor earlier today. With newfound courage and a reason to talk to him, she wanted her feelings to be heard after all that he had done for her in the past. The two continued trotting back to the cottage in silence. Pinkie waved goodbye with her signature ecstatic grin "See ya around, you two! Good luck on your new job, Dr. Fa-silly-a!!" She called out as she went back inside.

Back at Sweet Apple Acres, Applejack and her younger sister were in her room while the rest of the family was asleep. They were trying to think on how they should approach handling Dr. Facilier ever since Pinkie decided to tip them off on his dark motives. Applebloom looked up to her older sister after thinking "Maybe we should meet up with Rainbow Dash an' mah friends an' try t' plan things from there. Ah mean, we're th' only ones who know about Dr. Fa-cee-lee-ae's sneaky behavior, an' it's not like nopony else'll listen t' us! Especially Fluttershy, now that I think about it..." Applejack sighed, hoping that her timid friend's heart wouldn't be crushed by the Shadowcolt, then nodded to Applebloom's idea "Good idea, sis...But we gotta be super stealthy-like iffin' we're gonna meet at this late hour..." She slowly opened the door as it gave off a quiet yet continuous creak, smiling back at her younger sister "C'mon, Applebloom...this'll be our little secret!" Applebloom smiled with glee at how her sister acted as the two snuck out of their home. They were lucky to realize that Granny Smith can be such a hard sleeper at times, especially when Applebloom and her friends tried using her as a puppet to decline her visit for Family Appreciation Day. When they finally got out of their home, they galloped into Ponyville to find Rainbow Dash first, considering she was the first one who was suspicious about Dr. Facilier and was true about it.

When they reached the town, they waited to see if Rainbow Dash's cloud house would float into view, but instead, they noticed a shadow coming towards them. They both got into a defensive stance, though they showed visible signs of fear at the shady figure advancing towards them. When it got close, the shadows lifted to find Rainbow Dash with a smile on her face "Wow! And here I thought I had to go all the way to your house to wake you two up! You really saved us the trouble, girls!" She said with happiness and determination, but only earned confused glances from the two Apple siblings "Us?" they said in unison. Rainbow turned her head behind and nodded it, signalling two more shadows to appear and approach the small group, revealing themselves to be Sweetie Belle and Scootaloo. Scootaloo was full of vigor, smiling at the excitement about to ensue from trying to expose Dr. Facilier, while Sweetie Belle looked like she was ready to drop and go back to sleep, here eyes a little bleary as she rubbed them and gave a cute yawn. Applebloom noticed and smiled "Scootaloo! Sweetie Belle! Ah didn't think y'all would join us like this! Are ya tryin' t' plan to stop Dr. Fa-cee-lee-ae with the rest of us?" Scootaloo puffed out her chest "Are you kidding me? I'd never pass up the chance to go on some exciting investigation and try to get some bad pony behind bars! I could barely sleep a wink!" Sweetie Belle gave a tired moan "Rainbow Dash woke us both up and wanted us to come out here and try to plan something...How she was able to do it without Rarity waking up, I'll never know...Couldn't we just do it tomorrow? We have school in the morning..." Scootaloo turned to Sweetie Belle "How can you still be tired when there's a sneaky sinister stallion on the loose?" She nudged her friend "C'mon, Sweetie Belle, open those eyes! We could be heroes for this AND get our cutie marks!" This caused Sweetie Belle to instantly perk up and look ready "What are we waiting for?" Rainbow Dash chuckled at the unicorn filly's new-found vigor and looked around "Okay, if we're gonna form a team to take care of Dr. Fa-silly-a, we're gonna need somepony who could relate to him in terms of who he is, what he does, how he does it, and what he needs in order to do it...They'll even have to talk like him, too!" She turned to her friends "Do we know anypony like that?" Everypony present except Scootaloo gave Rainbow an 'Are you serious?' look, and upon seeing it, she quickly facehoofed as she remembered "Horseapples..." She then smiled "Everfree Forest it is! Let's go, team!" Rainbow Dash took off on her wings and sped, the rest of the group galloping after her.

When they reached the Everfree Forest, they arrived at Zecora's hut, knocking on the door and waiting for her arrival. The door opened to reveal the zebra mare with some minor wounds on her body, causing the crusaders to gasp, Applebloom rushing up to Zecora "Zecora, what happened to ya!? Didya fight some o' the creatures in the forest to get some ingredients? Oh, Celestia, please be okay!" Zecora sighed and smiled at Applebloom's care, patting her on the head.

"They are minor scratches, Applebloom.
But how they got there, I cannot assume...
What exactly are you doing here?
Are you seeking guidance? Is your mind not clear?"

Rainbow trotted forward with a look of determination "It's not a matter of guidance, but a matter of joining our team. We're going to put a stop to that creepy zebracorn doctor and get him out of Ponyville before other innocent ponies get hurt!" This made Zecora's eyes widened, not anticipating for even Rainbow Dash to figure out Dr. Facilier's true colors. She trotted backwards into her hut, signalling for the small group in so that they could explain their cases and try to formulate a good plan to put a stop to the Shadowcolt's plans.

Inside, the small group of mares were watching Rainbow Dash, who stood and tried to act like a commanding officer debriefing her squadron "Okay! What exactly do we know about this Dr. Fa-silly-a guy? Gimme all you got so we can use it against him in this battle for our town!" Applebloom spoke up first "That Zecora was right about him all along!" Applejack added "That he somehow cheated in a race against ya..." Sweetie Belle chimes in "That Fluttershy really likes him?" Scootaloo "That he got a job at Ponyville Clinic after saving Nurse Tenderheart?" Rainbow nodded at each bit of info, although she already knew some of it, hiding her grimace at Applejack's knowledge. She really hated losing, and having to be brought up on the particular subject of losing to somepony. When she went to go speak again, there was a knock at Zecora's door, the group turning to it with suspicion. Rainbow Dash swoops over, waving a hoof at her team to keep quiet as she crept up to the door, advancing a hoof to the doorknob slowly and wearily, the quickly opening it as it showed Spike looking up. Rainbow raised an eyebrow at this "Spike? What are you doing here?" As she waited for an answer, Spike lifelessly floated upwards, causing Rainbow to shriek and jump back. She thought one of her best friends had turned into a ghost, until she noticed a stick jammed into Spike's body, followed by a pink hoof holding the stick. Pinkie Pie came into view with a mischievous grin on her face "Noooooope! Pinkie Testa!" Rainbow Dash groaned at falling for another one of Pinkie's small pranks, looking at her friend in annoyance "Pinkie, what are you doing out here? We're kinda busy at the moment!" Pinkie replies in her cheery tone "My Pinkie Sense told me that you, Applejack, and the crusaders were gonna come down here and talk to Zecora and see if you could find anything useful in trying to get rid that meanie pants doctor!" She then chucked the replica of Spike on a stick into the woods and turned to the cyan pegasus "Is it okay if I come in?" Rainbow groaned, but then remembered she would need all the help she would get to form a plan, and knowing Pinkie's randomness, she could be a worthy member on her team "Yeah, come on in, Pinks. We're trying to come up with a plan, and since you know that Dr. Fa-silly-a's all sneaky, maybe you could help us!" Pinkie clapped her hooves "Goody!" She hops inside, the cyan pegasus shutting the door.

They went back to talking about how to deal with Dr. Facilier, the group focusing their attention to Rainbow Dash, claiming herself on being the de facto leader on account of her 'awesomeness', or so she claims. She trots back and forth like a military officer "Okay, since we've got all we know about that zebracorn, we'll need a plan!" Scootaloo perked up with one of her ideas "What if we set up a trap somewhere in town and lead him to it! Then we can just easily turn him in from there!" Rainbow nods "I like the way you think, squirt, but that guy's already got most of Ponyville's trust! We'll need to think harder!" Applejack tapped a hoof to ehr chin "What if we talk to Twilight about this here problem? Ah'm sure she'll come up with a plan!" Rainbow shook her head "No! We've got enough team members as it is! And besides, more ponies would complicate things!" Sweetie Belle looked up at Rainbow "But things are already complicated with what he's doing! And Twilight's the smartest pony we all know! She's bound to know how to stop Dr. Facilier and force him out of town!" Rainbow shook her head again "With OUR combined brainpower, we can come up with something just as good as Twilight! We just need something good to think of with what we know about him!" Zecora took this time to speak of her own idea.

"A good way to get rid of him is for us to find
A certain gimmick that would strike fear in his mind..."

Applebloom spoke up, thrilled with the idea "Yeah! Why don't we jus' scare him outta Ponyville like we did with Trixie, and those two cider-makin' brothers? We could find somethin' in town that'll give 'im the heebie-geebies!" Scootaloo turns to Applebloom with a grin "That's a great idea! Then he'll be out of Fluttershy's life and won't even THINK about going back to Ponyville again..." She looked down, trying to think "What DO we find that'll make him scream?" Rainbow Dash and Applejack looked at each other, putting their heads together as they tried thinking "Wait, Dash. Didn't Dr. Fa-cee-lee-ae get all worked up over that song Pinkie played at his welcome party? He was screamin' up a storm and galloped outta Sugarcube corner faster than a stampede o' cattle!" Rainbow Dash perked up and hugged Applejack "Nice thinking, AJ! Now we got something that'll make that'll get rid of that looney doctor!" She then stopped "But where do we find a copy of the song?" Everypony stopped, then turned to Pinkie, who was looking around, then gasped at the reason they stared "Nonononono, girls! I totally think he's a real meanie pants, but I don't wanna make him all scared with that song!" She looked down "It made me feel bad how he acted..." Rainbow trotted over and lifted Pinkie's chin with a hoof "Pinkie, you gotta remember that this pony could hurt Fluttershy if he wanted to, maybe even ruin her life, or worse! You have to get that song you played for him that night so we could use it against him and get him out of Ponyville!" Pinkie quivered her lips, but then realized that Fluttershy's life was indeed on the line. Also, seeing as how he broke a Pinkie Promise the other day, he really couldn't be trusted as a friend. With a look of determination on her face, she nods and does a salute "Okay. You can count on me, Dashie! I'll go get that song and I'll play it whenever I see him!" Rainbow nods with a satisfied smile "Thatta girl!" She turned to her team "Okay! So now we have something small to work with, but we can't do it right now! We'll get ready for the plan tomorrow, and when we see him, we'll let him have it!" Applejack got up and looked concerned "Ah hope this plan o' ours really works, Dash. Ah don' wanna have t' deal with so many problems that could rise from this..." Rainbow draped a hofo around her marefriend "Ah, you worry too much, AJ! Sure, we'll have a problem or two along the way, but what's the worst that could happen??" On cue, a pained grunt sprang from Zecora's mouth as another small wound opened on her body, with Applebloom gasping "Oh no! Zecora, we need t' get y'all to bed!" Zecora breathed deeply to cancel out the pain she was feeling, smiling at the little filly's concern.

"Yes, I should hurry and get some rest
For tomorrow, we all shall do our best."

Applebloom smiled as her fellow crusaders helped her into her bed. Applejack looked concerned "How is she really gettin' all them scars? It's really startin' to bug me..." Pinkie saw what happened to Zecora and growled, Rainbow Dash turning to the door "We'll deal with that later! Right now, we need all the sleep we can get if we're going to start our little plan tomorrow!" She opened the door and went outside "Let's go, girls!" She sped off into the air, Pinkie trotting at a neutral pace with a stoic expression on her face. Applejack rounded up the crusaders and followed after the pink mare, heading out of the Everfree Forest.

When they all got out of the forest, Pinkie stopped and turned to see Fluttershy's cottage, her stoic expression turning into one of sadness and worry '...Fluttershy...' She continued staring, but then sighed as she continued back to Sugarcube Corner. While she worried for her timid little friend, she didn't catch that one of the lights in the cottage was still on.

Inside the cottage, Dr. Facilier was chuckling as he poked his little Zecora doll with a pin and finished another potion, thinking to himself 'With all these little cures, those little ponies won't even get rid o' me! Things are really lookin' up with me stayin' here...well, except with dealin' with that little timid pegasus...' He began thinking about Fluttershy, placing his newly made potion on a shelf next to his others. Why would somepony like her have feelings for him? It was just puppy love with other women, but he could actually FEEL how Fluttershy was acting around him since he lived with her. He poked his chin with a hoof as his thoughts then branched to Zecora and Rainbow Dash. Those two would get rid of him even if it meant turning to Celestia for help, and they are both close to showing his true colors to the other ponies. This worried him, but then he widened his eyes as an idea sprung in his head. His eyes then narrowed with dark glee as he began to cackle at his new idea slowly, building his laughter as he knew how foolproof his new idea was. He got up from his chair and trotted upstair with a smile on his face.

"Oh, Fluttershy~!"

End of Chapter 22

Chapter 23

Chapter 23

Horse, M.D.

The next day, Dr. Facilier and Fluttershy trotted into town with smiles on their faces. Dr. Facilier was flashing a prideful grin as he trotted with Fluttershy while holding saddlebags full of all his potions he had created and tested. The timid mare looked as happy as Pinkie Pie on a regular basis and almost felt like soaring through the sky after what had happened to her last night.

She remembered how the Shadowcolt trotted into her room with a smile, confusing her at first, until he said that he wanted to start a relationship after saying that he felt like he 'ignored her precious feelings for the longest time'. Fluttershy could never have been more happy about this set of news and threw herself in his arms as she agreed without hesitation.

Today, they were officially coltfriend and marefriend, and Fluttershy was excited to tell her friends the news. What she DIDN'T know was that Dr. Facilier had started their little relationship so she could take advantage of her feelings and use her as a shield against those who knew about his little schemes, namely Zecora and Rainbow Dash. Seeing as how she was so blinded with affection, she was sure to be on his side no matter what. He grinned as they approached town, ready to part ways and get started on his new job until they were approached with Twilight and Rarity. They were both curious as to how their timid friend could look so happy, as Rarity trotted up and asked "Darling, you seem in a very bright mood today! Did one of your animal friends have another baby?" Fluttershy giggled "Even better..." She muttered, leaving Twilight to tilt her head "Well, what is it then? I've never seen you this way before ever since you wanted to get a pet for Rainbow Dash..." Dr. Facilier decided to humor them by telling the news with pride on his face.

"Last night, I went to this dear little mare
And woke her from her sleeping without care.
I wanted to tell her how I feel
And make our little thing become real."

Fluttershy nuzzled her head under the grinning Shadowcolt's as her friends gasped with surprise "Oh my stars, darling! You two are starting a relationship?" Rarity beamed at the two nuzzling each other, happy with their newly developed love (Or Fluttershy's anyway...) and Twilight smiled at their gesture "Well, congratulations, Dr. Facilier! I never expected you to go to Fluttershy first like this, given your charm and whatnot, but at the same time I kind of saw this happening! I'm happy for you both!" The Shadowcolt inwardly sneered at how ignorant Twilight was, thinking she actually knew about his plans, but then turned to the clinic and remembered his job. He looked down at Fluttershy with a smile.

"I better get goin', buttercup...
If you're ever in need, jus' look me up."

Fluttershy looked up at Dr. Facilier with a loving smile "I will...Good luck on your first day of work, Dr. Facilier..." She gave him a kiss on the cheek and trotted off with her friends, wanting to talk to them more. The doctor only chuckled at them leaving and went to his respective job 'Time to flaunt my knowledge an' make bank...' He was more than confident about working as a registered doctor at work station and putting his fellow workers to shame with his medical prowess. Walking through the door, he trotted through as ponies in the waiting room were looking at him with curiousity and wondering how he'll perform his methods of treatment. They also stared at his potions, and began thinking that he and Zecora were related. When he reached Nurse Redheart after passing through the employee's door, he cleared his throat to get her attention. The white mare noticed her new employee and beamed at his punctuality "It's so nice to see you here, Dr. Facilier! I hope you'll enjoy your time here on the field thanks to Tenderheart's generosity! I see you've even came prepared with all of those potions!" The doctor puffed out his chest and gave a wide smile as he levitated the potions and set them on a vacant shelf in a room.

"Looks like that there examination room is mine...
I'll wait for my patients an' make sure they'll leave fine..."

Nurse Redheart nodded "I'll be sure to inform our patients about your presence and perhaps give you some ponies who aren't able to establish an appointment with the other doctors! Good luck and enjoy your time here in Ponyville Clinic, Doctor!" She walks out of the room and shuts the door, leaving Dr. Facilier to linger about in his new workspace by himself. He was beginning to get bored fast, regretting to not take a voodoo doll with him, preferably the Zecora one, and pass the time with a little fun. After a deep sigh, he went to leave for a short break and opened the door to reveal another pony wanting to open it. It was another white coated unicorn mare, only this one had a spiky mane with two shades of blue, and was wearing large tinted purple glasses over her eyes. She grinned as she saw the zebracorn and made her way inside "Yeah, sorry to come here on such short notice, Doc! I just wanted to see if there was some kind of love potion I could use for my troubles with Tavi! She an' I haven't been speaking to each other so well, and we've tried almost everything that was recommended for a good relationship. You think you can help a mare out?" Who the hay was Tavi? Dismissing the thought, he knew exactly what the mare was looking for and levitated a bottle of pink liquid over to the now-grinning mare.

"This thing'll make sure you two have fun,
An' cherish your love under Celestia's sun..."

The mare took the potion with her own magic and was more than happy with the words spoken to her "Alright! Thanks, Doc, you've done me a solid! Maybe I could try and make you a regular at my club for this! See ya!" She trotted off with her love potion, leaving the Shadowcolt to smile at his first satisfied customer while straightening his suit and hat. A doctor then passed by, looking down the hall behind him with an intrigued look on his face. The doctor's mane resembled an orange muffin, leading him to wonder if he ever had any encounters with the one called Derpy. He never expected to hear that sort of name from Pinkie when she apologized for sending her after him thinking he had muffins stashed in his suit. The doctor turned to the Shadowcolt with a smile "Say! That was Vinyl Scratch, wasn't it? And thanks to you, she seems to be in the best of moods! Way to go, sir!" he walks off, leaving the doctor dropping his jaw. The first customer he helped happened to be the same pony who made the music he considered audible drek that he had heard before at his welcome party. He wanted to slap himself for this, not anticipating this moment. He should remember to keep track of everypony in Ponyville so he knew who to help and who to make miserable. Sighing at his inner loss, he perked up and remember that he had a job to do as a doctor. This was going to be a long day... 'This is gonna be a LONG day...'

( Told ya... )

Every patient began coming to him like flies to a bug zapper, helping everypony left and right with their problems. A colt named Caramel came in with a splint on his right hindleg "D-Do ya think ya have anythin' for my leg here? I kinda had an accident when I was applebucking..." The doctor rolled his eyes at this and levitated a bottle of green liquid to a colt, making him take a good gulp of it. After a few minutes his leg started to feel better "Oh...Oh! That's a mighty fine potion there, Doc. I feel loads better! Thank ya kindly!" He made his way out, happy that his leg could heal so easily. The Shadowcolt grinned and chuckled to himself 'Zecora, eat your heart out...'.

His next patient was another colt named Pokey Pierce, who appeared to be sluggish at the moment. He looked at Dr. Facilier with eyes yearning for help, his voice sounding dreary "I just need some kind of drink that'll give me that extra boost of energy I need every day...I feel like Rainbow Dash's pet tortoise..." He pulled out a potion of yellow liquid and let him sample a sip. After one sip, he quickly jumped up and looked like he was struck by lightning, his mane and tail sticking up and frazzled "Wow! Thanks a bunch, doctor!!" He said with a quick and energized tone as he sped out with his bottle. The doctor's shadow saw this and donned a crooked smile, giving its master a brohoof.

The mare named Berry Punch was next in line, and she looked at the doctor with worry in her eyes "I think I have a drinking problem..." The doctor simply closed his eyes and levitated a bottle of red liquid over to Berry Punch and scooted her out of his room. Shutting the door, he only shook his head as he trotted back to his shelf for inventory check.

This next patient was a pony wearing a cloak and sunglasses, shifting its head left and right as it quickly made its way inside "There was word that you are a good doctor and could help anypony with certain problems..." The feminine tone of voice dictated it was a mare, and Dr. Facilier donned a smug smile, brushing his suit with a hoof.

"Yeah, maybe I am one o' the best...
You tryin' to put my skill to the test?"

The cloaked mare scoffed and tossed a small bag of bits "Do you have anything suitable for mental truama? This should cover it if your expertise is as you claim..." Dr. Facilier levitated a bottle of blue liquid over to her, and it was then enveloped in an aura of blue magic "Yes...yes this shall work out nicely...Trix-I-I mean 'I' am quite pleased with your success, doctor...Keep up the good work and you shall have a repeat customer..." She trotted out of the room, then quickly galloped away as if she were trying to remain unseen. It's official: Everypony in this town is crazy.

After another slew of patients, the day flew by fast as Nurse Redheart came in to check on Dr. Facilier, who was keeping another inventory check on his many potions. She smiled as she trotted over to the Shadowcolt and spoke "Dr. Facilier, you really have done a good job with folks who needed help with almost nopony else to turn to! We're actually more productive than ever since you've arrived! I cannot thank you enough for your added services to the clinic!" The Shadowcolt puffed his chest out and gave a prideful grin towards his superior, taking in the praise with open hooves.

"Well, all my brews aren't really a joke.
I'm just glad to help the pony folk..."

Nurse Redheart nodded as she decided for what her newest employee should do next "Well I'm here to tell you that your shift is over for today. If you would follow me, I will gladly give you your pay for today!" He followed the white mare to her office, where she had presented him with a bag of bits bigger than what the cloaked mare offered. She looked up at Dr. Facilier with a smile "Thank you once again for your services today. I'll let you know when to come back if things around here begin to get out of hoof." The doctor did not know how to react to that certain response, but the bright side was he got some time to himself, and he was still gonna get paid in the making. This was practically 10 times as much money he had made back when he was a run-of-the-mill charlatan back in Louisiana. He tipped his hat farewell to his boss and trotted off with his pay, ready to go back to Fluttershy's cottage and count his well-earned loot.

Little did he know...he was being followed by a pair of determined mares; One pink, the other rainbow...

End of Chapter 23

Chapter 25

Chapter 25

Moral Dilemma

Dr. Facilier found himself in a dark abyss, laying on his back as he stared up at the pitch black atmosphere around him. He did not know how he got here, nor did he care, but he felt out of place ever since he remembered being full of fear earlier.

It was as peaceful as it was forboding, and the Shadowcolt was getting used to the silence and solitude. The sight of his surroundings reminded him of how Celestia had saved him from his eternal suffering. But the question was why? She was aware of what he had done in the past, and yet she chose to help the Shadowcolt out in exchange for redemption for his crimes. The thought continued nagging at his brain as he waded about in the dark.

He couldn't fathom why exactly she felt like giving an unfortunate soul like him a second chance in life, knowing he had done many folks wrong in his previous life and enjoyed it, and what he had to do in order to make up for it was ludicrous for his standards. While he enjoyed the new life bestowed upon him, gotten used to his crazy form, and viewed what his new more-than-crazy world had to offer to him, he couldn't help but wonder why he would want to stay here if it meant having to learn some morals that he found cheesy and meaningless, save for laughter. Every villain needs a good laugh once in a while to relieve stress and feel good, right? As for magic, it was what he had strived for all his life back then, and was lucky enough to have some borrowed powers from his 'friends'. Perhaps he does have a lot to learn about the term 'Friendship is Magic'.

Knowing his current predicament, all he could do was think, and he was lucky to think so well around here. Nothing reached him as he continuously thought to himself; No sights, no sounds, no hindrances to be found here. He thought about many things: His new life...who he was spending it with...his new friends and enemies...and what he had to do in order to get away from his former 'friends' completely. The motivation for learning new things was invigorating for him to be a free man, but he didn't want to abandon what he had learned in his previous life.

His new life was one thing, but giving up his old ways meant giving up his mind entirely for freedom, and he did not want to give up being the Shadowcolt just to become another addition to the slowly building herd. He didn't enjoy having to be open to other ponies constantly just so he could learn a lesson he probably wouldn't even consider later on in his life, and he couldn't really reveal what he had done before unless he had a backup plan for a new start.

While he enjoyed thinking to himself, what he had been through earlier was maddening for his mind, not even comprehending on how 'The Song' chose to play while he portayed no bad emotion whatsoever back then. That very moment back then raised a slew of questions for himself, and felt only one logical conclusion could be met by this happening. He couldn't take the stillness anymore despite the time he was spending by himself, and wanted to see if there was a way out of this place.

His entire being felt heavy when he wanted to move, unable to budge even the slightest inch he desired. The Shadowcolt couldn't even move his lips to talk to himself if he wanted to 'Am I dead again? Did my friends decide to pull me back in after havin' their fun?' He couldn't even move his head as he laid motionless like a statue forgotten in time, and could only think more to himself after hearing his unanswered question echo in the darkness.

The only perk to laying motionless in the middle of a dark abyss was that the song wasn't playing at all, but he was led to believe that he did indeed die again. There was nothing he can do but think until he forgets what actually mattered to him, but then he heard faint talking.

"...-'s okay-...-ust need t-...-est mo-...-n't kno-...-ope he-...-nk you for-..."

'That voice...it's Fluttershy's...But who's she talkin' to??'

"...-ot sure wh-...-edheart-...-isapoi-...-owing up-...-'ll hel-...-n't worr-..."

'That sounded like Twi...prolly' wants me to see her again...' If his lips could move, he would chuckle or at least smile, but all he could do now is listen to the chopped sentences of the two familiar mares as he laid in the abyss.

He wished he could sleep, but he didn't feel tired at all, but then he saw a faint flicker of light in the distance from his sight. The Shadowcolt thought he was being tricked at first, but then the light sparked again with a brighter flash. A few seconds had past after the second flash, and then there appeared a final, more brillaint flash than the last one. This one began to envelop the once-black abyss and tore away every shread or darkness in sight. Once the light had reached Dr. Facilier, the heaviness in his body had ceased as he felt like he was being lifted into the air, able to move himself. The light was warm and comforting, but at the same time if began to grow to intense for him, boring at his eyes as he clenched them shut.

When he shielded himself from the light with his forelegs, he noticed something creep into his sight while his eyes were closed. It was Princess Luna approaching Dr. Facilier with a serious stare and stopped when she was close enough for him to see her full figure. She then called out to him with a solemn tone of voice:

"...Remember, doctor...Learn your place..."

Luna, along with the light, faded quickly as they appeared as there was nothing but blackness again. This time, however, he knew his eyes were closed as they shakingly opened up to a blurry image. The image was all green, yellow, and purple, but when his sight returned to him, he noticed Fluttershy with Twilight Sparkle talking to each other while unaware of him watching.

He sighed, happy to realize that it was only a dream, but then moaned weakly as he felt pain all over his body. The Shadowcolt remembered that he had spent his time running away from that horrible song for the longest time until touching base at Fluttershy's cottage. From that point, he didn't have any other memory of what had happened after he was out cold.

The two mares, upon hearing the doctor's moan, turned to him in shock after hearing him. Fluttershy trotted over to his side "Dr. Facilier! Oh, thank Celestia you're okay...You really scared me back there..." She nuzzled her coltfriend while he laid on the couch "I was able to knock out that horrible fever of yours, but you seemed to have been so tired after all that running..."

Twilight took a step forward and looked at Dr. Facilier with slight worry "I heard you screaming outside the other day and wanted to know what happened. You were running so fast, and I thought I caught a glimpse of Applebloom, Sweetie Belle, and Scootaloo chasing you. I figured you were playing with them for a minute to keep them occupied, so I went back inside to continue with my studies. But then when I visited Fluttershy today, she was tending to you like one of her favorite animals!" Fluttershy gave a wry smile "Oh it was-" She then gave a cute yawn "-it was nothing..."

Dr. Facilier looked at the timid mare and noticed her eyes were bleary despite her warm little smile. Was she tending to him the whole night without sleeping a wink? This mare really was the Element of Kindness, and for once in his time here, the doctor was happy to pair himself up with her. He wanted to move, but he didn't want to exert his body and feel more pain than he already has to deal with, so instead, he took a refreshing breath of air and spoke.

"I'm grateful for your kindness, Shy...
Ya really know how to help a guy."

Fluttershy gave another small grin as she elicited another yawn "I better get some rest...It was a good thing I let you sleep while feeding the other animals. Try not to hurt yourself if you ever decide to get up, Dr. Facilier..." She trotted up to her bedroom, where she would enjoy a good nap to put an end to her sleep deprivation.

He expected Twilight to leave, but instead she levitated a stool with her magic and set it down at her side, plopping herself onto it as she looked at the Shadowcolt with a smile "You're so lucky to have a mare like Fluttershy help you out like this, Dr. Facilier. You really scared her back there, you know?" She then had a look of pity "And upon noticing your condition, looks like you'll have to call off work today so you can properly recover. Good to know we didn't have to take you back to the clinic that day." She chuckled at her own joke, whereas Dr. Facilier, regaining his old personality, wanted to sneer at the bookworm's pathetic display of comedy. All he could do was speak while his limbs took their sweet time to heal.

"It's a drag to know I'll have to skip work,
But restin' here really has its perks."

Twilight nodded to the Shadowcolt's optimism "That's the spirit! Maybe your first day of work was hectic...Either that or you really enjoyed running yesterday. Speaking of running, I have a question for you, if you would be so kind to answer." As if it were bad enough he woke up in pain, now he has to try and think of a lie to whatever she had to say "I heard about that race of yours with Rainbow Dash. She came by to me a couple of days ago with Fluttershy and tried to see if you were plotting anything 'sinister'..." She deadpanned at that last word, remembering how brash and pretentious her cyan friend can be sometimes "Do you mind telling me what actually happened back there?"

Dr. Facilier stared at Twilight with the best poker face he could muster in his condition the moment she asked that question. He shifted his eyes left and right, then faked his pain's intensity by moaning.

"Ooh~, how my body aches so bad!
This is the worst pain I've ever had!"

Twilight, startled by the Shadowcolt's fake cries of pain, craned her neck back as her ears folded "Oh...maybe you shouldn't move so much. You, as a doctor, should know that worn nerves tend to react very badly when moved. Just lay perfectly still and let your body have its well deserved rest." He didn't even move at all, but he was happy that she bought his ruse and ignored her question. Dr. Facilier then smacked his dry lips, wanting something to drink for being out so long and running so much beforehoof.

"Twilight, dear, could you be so kind
As to getting me a drink, if you don't mind?"

The lavender bookworm remembered how much the doctor had slept and then nodded with a smile "Sure thing, doctor! Wait here while I get you some juice. Please try not to move your body while you wait..." She trotted into Fluttershy's kitchen, leaving the Shadowcolt to look around at every animal leering at his presence. He was too weak to leer back, and he only sighed as he nestled his head onto the pillow, waiting for his juice.

A few minutes later, Twilight returned with a tall glass of orange juice for Dr. Facilier, levitating it with her magic "Seeing as how you can't really move at the moment, how about I feed you the juice? It's the least I can do since Fluttershy's asleep at the moment." Despite being in pain, the Shadowcolt felt like a king knowing others are doing things for him. He nodded with a smile as he gangerly sipped the glass of juice levitated to his lips, savoring the flavor as his thirst was quenched.

When the glass was empty, Twilight set it on an endtable and turned to Dr. Facilier with a firm expression "You know what I don't get, doctor? Why would Rainbow Dash think that you were sinister just because she lost a simple race? It was just nothing but a match between friends and she flips out over the results!" She sighs and looks down "I'd figure she'd learn her lesson after her time with Applejack in the Running of the Leaves last year. I mean, it's not like they cheated themselves and got worked up over it." She then looks up at the Shadowcolt with a smile "I'm sure she'll get over it soon. Maybe you two might be the best of friends!" If her lies were cats, Dr. Facilier would be the litter. What he had just heard would be the biggest set of bullcrap since the time he received a boquet of Poison Joke as a peace offering. He just sighed and played along with her words.

"Oh, I'm very much sure of Rainbow Dash's behavior.
But it's to be expected from one of Equestria's savoirs."

Twilight beamed at Dr. Facilier's lie and grinned "I'm so glad you understand my point, Doctor. She's probably thinking of a way to approach you better."The lavender mare could never be more right at that last sentence.

Meanwhile, in Pinkie Pie's room, Rainbow Dash stomped a hoof on the ground as she turned to her team "Okay! Since our first plan didn't exactly work, thanks to a little 'problem'..." she added the last word with gritted teeth and a glare at the CMC, who looked away innocently as she focused her attention on them "We're gonna have to try it again, but with a different method!"

Applejack raised an eyebrow "What do ya have in mind, Dash? We can't really do th' same trick twice! He'll know we're th' one's doin' it and prolly' turn t' Fluttershy for help again!" Rainbow Dash cursed under her breath "That's right...That creep's probably gonna hide behind her a lot since they're coltfriend and marefriend now. Darn it! We'll have to distract Fluttershy if we're gonna make this plan work again!" Sweetie Belle looked at the cyan pegasus in worry "But what if she knows? She'll hate us for doing this!" Rainbow looks at the unicorn filly "That's why we're DISTRACTING her! We just need to get her somewhere quiet so she won't be able to know what's going on! And YOU'RE the right mare for the job, Pinkie!"

Pinkie nodded "You can count on me, Dashie! If I can distract Dr. Fa-silly-a to get a party going, I can distract Fluttershy to make our plan work!" Rainbow Dash nodded at her friend with a smile and a look of determination "That's why you're awesome, Pinkie Pie!" She turns to the rest of the team "Okay! We all know what to do, so let's get to it!" Sweetie Belle fidgets her hooves "I have a bad feeling about this..." She says to herself.

A bell could be heard downstairs, causing Pinkie to perk up her ears and grin "Cookies are done! Be right back!" She zips out of her room and heads down to the kitchen. Rainbow Dash stares at the doorway, then turns to the team with a smile "Okay...First, cookies, THEN the plan!" Scootaloo smirks "I'm okay with this..." Applejack could only sigh and facehoof at Rainbow's intention span.

End of Chapter 25

Chapter 26

Chapter 26

Wouldn't hurt...

As he lounged around in Fluttershy's cottage as the day went by, Dr. Facilier continued thinking to himself ever since Twilight took her leave back to the library. He pondered on the 'Magic of Friendship' that was supposed to be important to him during his time in Equestria, and what it would help him achieve were he to delve into it. After all of his time spent thinking as his body slowly recovered, one question remained:

'Should I really give th' whole 'Magic of Friendship' a try?'

Earlier he would have ignored the idea completely, but after all that has happened, this world did somehow get to him. And if it wasn't enough, his cases of 'heartburn' weren't mended after he had brewed the best potion needed to treat it. The only con to this idea is that he had to keep his identity a secret, even from Fluttershy, and it would be very hard in order to do so. Dr. Facilier sighed and wondered if this was a good idea to give up being the Shadowcolt and starting anew, until he heard hoofsteps from upstairs going down.

Fluttershy had just woken up from her nap, looking rejuvenated and happy to see her coltfriend on the road to recovery. She trotted over and gave him a nuzzle "Are you doing okay right now, Dr. Facilier? Your body seems to be healing nicely today. I hope you enjoyed Twilight's company while I was asleep..." She gave a warm smile to him.

The doctor rolled his eyes at the last statement, but remembered his thoughts in terms of changing his ways. At one point, while he had his shadow, he had to admit that it was good to have company that cared for him while he couldn't even stand. Maybe he should give the 'Magic of Friendship' a try, and turned to Fluttershy for advice on the matter.

"Can I ask you something important, Shy?
It can even stay between you an' I...

Fluttershy tilted her head at the doctor, wondering why he wanted to share secrets like this "Well...sure, go ahead. But what could you possibly talk about right now? Does it have something to do with how Rainbow Dash was acting?"

The Shadowcolt sighed at the questions, trying to maintain a calm mind so he could at least take the first proper step into learning how to be a new colt.

"All I want are just a few tips.
On how to learn the Magic of Friendship"

The timid mare perked up at the thought "Oh! You want to learn that? I...don't really know how to explain it, actually...Explaining a term of this much importance is up Twilight's alley. Why do you ask, Dr. Facilier? Is there something you're not telling me?" She was as curious as a certain monkey upon wanting to hear the Shadowcolt's reasons.

Thus, the first step has begun. He wasn't going to enjoy it, but he decided that after all of those times listening to 'The Song' and hanging out with those ponies, he felt like trying to see if he could possibly change his image completely for the better of himself and the rest of Equestria 'This'll be hard as hell...'. He explained his reasons while trying hard to hide his reluctance.

"Princess Celestia has informed me
On learning this particular subject, y'see...
I jus' want some help so I can live
And show how much care I can give..."

While the words from his mouth flowed like a river, he thought he had swallowed something gross as he grimaced on the inside. Maybe trying to change was a bad idea, but he then notice Fluttershy give an understanding smile "I see...So that's why the princess wanted to speak with you alone that day. Since you're going to be living with us, it's only best that you know how it works. She just wanted you to learn how to be a better pony around others and live a good life. I would be happy to talk to you about it." To the doctor, this was the first time she never appeared naive in front of him.

Able to move a little better thanks to all the juice he drank, the Shadowcolt shimmied a little on his side so he could lay comfortably on the couch as he awaited his first lessons from Fluttershy. Knowing her, she would probably give him bits and parts so it could get him started on his path of knowledge. He was happy it wasn't Twilight who had lectured him, otherwise his behavior would have made him fall asleep.

The timid mare clears her throat and begins telling the doctor what she knows "Now...what's important about the Magic of Friendship is the heart..." She gives the doctor a gentle poke on his chest with a smile. Dr. Facilier resisted the urge to groan in disgust at this, but let her continue "It's hard, but you'll know over time that you can open up to anypony you choose to talk to and you'll be able to experience many great things with those you consider your friends. The joy of being around others you know and love, sharing wondrous moments every day, and being the best you can be. Those things and more are what applies to the Magic of Friendship."

She continued covering what she knew about friendship while Dr. Facilier focused intently on each bit of knowledge, even if it did sound like simple social advice. Meanwhile, the doctor's shadow was resting on the floor in a lopsided position, silently snoring as Fluttershy continued her small lecture "Now...do you remember when I talked about the Elements of Harmony?" While what she said earlier seemed boring, the elements caught his attention as he nodded "Well, the elements are what helped us when things grew very bad in Equestria. Me and my friends saved the world twice with them, and we stayed true to our elements ever since. My element is kindness...but, y-you already knew that..." She looked away, blushing in embarrassment.

Dr. Facilier poked at his chin with a hoof, remembering each element that Fluttershy and her friends possessed. Pinkie Pie, whom he detested, had the element of laughter, which was the only element he would consider covered since he had a good laugh now and then. Rainbow Dash had the element of loyalty, which at a certain point reminded him of his shadow. Applejack had honesty, his Achilles' Heel when it came to conversing with other ponies about certain subjects. Rarity's was generosity, which she had explained to him when she made his suit and could only make him wonder why a pony like her would give stuff away for free. That left Twilight Sparkle, who's element he was already well-versed in: Magic. It was a conundrum to wonder how all the other five elements go into the same subject he studied as a human.

Fluttershy looked at the doctor and felt worried "O-Oh, I'm not boring you, am I? If I am, I'm really sorry. Please don't be mad at me..." She shrunk while the doctor was snapped out of his train of thought. He gave a smile to his marefriend.

"Don' worry, cutie, you're helpin' me out.
Now what else do ya wanna talk about?"

The timid mare blushed at her nickname, and then thought about what to talk about next "W-Well...There isn't much left to talk about, really...Like I said before, Twilight's better at explaining this than I am, since she's studying it and all...Since you're feeling better, why don't we go talk to her?" He had nothing to lose other than his life as he slowly got up, feeling small fading aches as he stumbled onto his hooves. They were numb for a short time, but they began to feel better, and he trotted over to Fluttershy's side.

"Lead th' way, let's move over there.
With the sun's position, we got time to spare..."

Fluttershy gave a warm smile and nuzzled the doctor "Okay, but I'll stay by your side just in case anything bad happens to you..." She frowns in worry "I don't want you to be that way again like yesterday..." The Shadowcolt heard the tone in her voice, and felt it was best to nuzzle her back to cheer her up. He never really nuzzled before, but this was new to him.

He felt how soft her flowing pink mane was, and how it gave off a fragrant aroma as his muzzle was beside each strand of hair. The doctor had to admit that this felt very good, but then felt another warm feeling in his heart, making him look down at himself 'Guess I better get used to this damn heartburn if I have to learn this friendship crap...'.

The timid mare smiled up at Dr. Facilier after his nuzzle "Thank you, Dr. Facilier...You really make a nice coltfriend..." The doctor could only smile as she opened the door and trotted outside, following after her. His shadow made a gesture of uncertainty as it tilted its head at Dr. Facilier, then followed the couple along the trail.

Meanwhile, Rainbow Dash and her group were anticipating the arrival of the two from Sweet Apple Acres. They stood at the gate and noticed the couple trotting along the trail, Rainbow Dash narrowing her eyes as she turned to her pink friend "Okay, Pinkie! You know what to do!" Pinkie nods and trots over to the couple, ready to distract Fluttershy.

When she reached them, the party pony stops in front of the two, smiling at them "Hello, Fluttershy and Dr. Fa-silly-a! How are you this fine day?"

The doctor thought that Pinkie was mocking the fact that he could only speak in rhymes, but tried to take a different approach so he could think better.

"Hello, Pinkie, I'm doin' jus' fine.
Jus' trottin' around with this gal o' mine..."

Fluttershy shrunk into her mane as she blushed, and Pinkie nods "Yeah, you two seem to like each other very much!" Pinkie turned to Fluttershy "Fluttershy, can I talk to you for a few minutes? In private?" She then pointed to a tree a very far distance away from the group "Over theeeeeeere~?" The pink pony grins, hoping she would say yes.

The timid mare tilts her head at her random friend "Is it something that important? Me and Dr. Facilier were just on our way to see Twi-" Pinkie held Fluttershy with her hooves "Yes! And only YOU can listen to this secret I am about to bestow upon you! Let's go!" She pulled Fluttershy and ran off with her to the specified venue she had mentioned earlier.

Dr. Facilier watched as she was pulled against her will and heard her call out to her "I'm sorry, Dr. Facilier! Why don't you go see Twilight by yourself? I'll be sure to catch up with you!" The Shadowcolt shrugged and decided to trot onward to the library by himself, or so he thought as he was being stalked by Rainbow Dash and Applejack.

It felt good having a day off from work and dealing with crazy patients by the by, though he wanted to make a good amount of bits with his profession with each waking day. He wondered if he would probably make a few touches to his collection of potions and dolls. So many ideas ran through the Shadowcolt's crooked brain as he reached Ponyville Library.

When the cyan pegasus was close enough, she went to go place the stylus of the record player onto the haunting vinyl, but was stopped by her marefriend as The Shadowcolt reached Twilight's doorstep. He made his way inside, leaving the couple to watch in disappointment, Rainbow cursing herself for waiting too long "Horseapples!"

Dr. Facilier made his way inside and looked around for Twilight, and caught her reshelving more books with a disgruntled Spike. The baby dragon noticed the doctor and smiled, finding an excuse to stop reshelving books as he ran over to him "Heya, Doc! How's it going with you? Do you need any particular books today? Hopefully one that's already shelved..." He muttered his last sentence as he sneered back at his older sister in the zone with each book, placing them meticulously on each specific shelf with her magic. The doctor watched this and chuckled at her ambition as a librarian.

"I jus' wanna talk with Twi today.
Can she make time, if it's okay?"

Spike crosses his arms and smiles at Dr. Facilier "Are you kidding me? This is Twilight we're talking about here! I can't talk her out of anything when it's-" he holds his hands up in mock enthusiasm "Reshelving day!" His tone of sarcasm could easily be detected by the doctor as he hummed in comprehension.

"So she's busy with books? I can wait.
Not like I have nothin' to do as of late..."

Spike shrugs and waves Dr. Facilier over to a vacant sofa, where he made himself comfortable and waited for Twilight to finish shelving her books. Soon, his first real steps into trying to change himself began...

End of Chapter 26

Chapter 27

Chapter 27

Oh, here we go...

After what has been a long hour of waiting for Twilight to reshelve the last of her books, she was willing to agree to help Dr. Facilier learn the Magic of Friendship. She beamed at the doctor as she sat down "I KNEW you wanted to seek more knowledge around here! Since this is your day off, I can teach you a good amount of what you need to know about friendship. When you get back, perhaps maybe you can visit here, or you can learn at your own pace if I send Fluttershy to get you some books!"

It was a miracle that Dr. Facilier worked the courage to pull a straight face while listening to Twilight and her excited rambling. With what she brought up here and there, he was beginning to have second thoughts on wanting to learn it all. But, determined to roam Equestria as a free colt, he swallowed his pride and continued to heed Twilight's possibly elongated lesson plan for today.

The lavender bookworm took a deep breath after exerting her many points of banter "So, since you seem eager enough to start on the road to knowing how it all works, what say YOU try and pick the first spot to begin your lesson?" Twilight was beginning to feel just like her mentor, only instead of being calm and collected, she was practically about to explode from such joy from taking in some random pony under her tutelage.

Dr. Facilier only sighed as he tried wondering where to look and learn something that could pass off as childish morality. This was going to be hard, considering how he is on Zecora's and Rainbow Dash's bad side, and he only met the zebra mare the moment he arrived. How she was able to figure out he was a villainous scumbag in his previous life could only be that she had a hobby performing many a séance in her time as a witch doctor.

Knowing he would need the trust of the Element bearers, he decided to get through the worst and 'befriend' Rainbow Dash. It was not going to be easy, considering how much of a prick he acted back then, but it was worth a shot.

"Jus' so she won't try and think me rash,
Let's go out an' find Rainbow Dash..."

Twilight nodded to this "Good idea! She's probably napping on one of the clouds in town, considering how much of a beautiful day it is outside. Dr. Facilier, let's go find Dash! I'm looking forward to watching your knowledge expand and watch your talents bloom!" Dr. Facilier kept a poker face after her encouraging statement, thinking she must have jinxed him somehow, but then grinned his gapped teeth and followed Twilight out the door.

Rainbow Dash was busy spying from one of the library's windows, and growled at the assumption that Dr. Facilier was playing Twilight like Spike would a piano "No way! That creep's planning to 'change' by learning how friendship works from all of us! So that's what's gonna happen from now on, huh? Well, I'll be friendly with him alright!" She touched the ground and pawed at the dirt, steam blowing from her snout "As friendly as a timberwolf..." Applejack trotted over and placed a comforting hoof on Dash's back "Calm down there, sugarcube. Ah know ya want nothin' more than t' buck that colt senseless, but he's already got Twi on 'is side! And iffin' y'all weren't so 'in th' zone' earlier, we coulda scared 'im and led 'im outta Ponyville no problem!" She places a hoof on her chin "Ah only wonder what Pinkie's talkin' to Fluttershy about..."

Meanwhile, under a tree in a meadow outside of Ponyville, Pinkie was busy explaining random (and unimportant) points of interest to Fluttershy while trying to buy time for Rainbow Dash to scare away Dr. Facilier "-and that's why it's fun to try extreme underwater basket weaving! It'll really give you the rush!"

The timid mare had her ears folded back the whole time with what Pinkie had said to her for the past hour, but she kept a smile knowing she was at least spending some time with one of her friends "Well, those many secrets of yours were...nice, Pinkie, but I don't know if it would be a good idea to weave baskets underwater. I wouldn't want to disturb the fish or get the wood wet..."

Pinkie nods "Okie Dokie Loki! Whatever floats your boat, sister! Speaking of boats, have you ever been on one before? Sometimes it's fun to act like a pirate!" The pink pony clenches one eye shut and bears her teeth at an angle while looking menacing "Arrrgh!"

Fluttershy shrunk back at this, shaking a little from her friends impression "U-Umm, Pinkie? I've never been on a boat before, no...and I-I don't really like pirates..." Pinkie then comforted Fluttershy "Hehe, sorry, Fluttershy..." She then perks up "Hey! Ya wanna do something fun together? Do ya have any plans at all?"

The timid mare then remembered that her coltfriend was with Twilight "Oh, That's right! I was supposed to catch up with Dr. Facilier later! I wonder if Twilight is teaching him well enough..." She began trotting back to Ponyville "I better go find him...You can follow me back if you want, Pinkie..." Pinkie nods with her signature smile "Sure! Anything to move this story along!" She bounces after her friend after her random remark, and secretly wondered how Rainbow Dash and Applejack were faring with their objective.

Rainbow Dash and Applejack left the record player in the hooves of the crusaders, knowing that they were going to be responsible for the Shadowcolt's friendship lessons and awaited the arrival of him and Twilight coming near them. Applejack could only smile to Twilight, and kept that smile since it was the only truthful one she could muster. The cyan pegasus tried not to glare, but was determined to teach Dr. Facilier the Magic of Friendship the hard way as she donned a smile "Oh hey, Twilight!" She greeted in a cheery tone, then turned to the Shadowcolt "Dr. Fa-silly-a..." the tone she spoke wasn't as cheery. This did not pass the doctor, knowing she was still sore and determined to blow his cover. While it was tempting to put her in her place if she chose to confront him, he wanted freedom, and he wanted it now. He flashed a smile of his own as he spoke to the couple.

"How's it goin', Dashie and AJ?
Also, it's pronounced 'Facilier'..."

Rainbow Dash waved a hoof "I know what I said." Twilight then stepped in with the same amount of joy as she held back at the library "I'm glad we caught you both today! You see, Dr. Facilier wishes to learn the ways of friendship and I'd figure you all could help! We should round up the others so we could make things a whole lot easier for him to know what is right and what is wrong."

Rainbow Dash gasped in mock excitement "Ya don't say~? Well, clearly since we're the element bearers and that Doc over here wants to learn so badly, who am I to say no? Where do we start?" Twilight smiled at her prismatic friend "Funny you should ask...Dr. Facilier wanted to learn from you first!" Rainbow Dash arched an eyebrow "Oh really? You wanna learn about how awesome it is to be loyal? I'd say you have a better shot at learning how to be HONEST first..."

Dr. Facilier saw this, and while he wanted to learn how to be a better colt, he couldn't let that hidden jab go unpunished. He took a step forward and kept a calm demeanor and spoke to the cyan pegasus in a professional manner of politeness.

"Dashie girl, now don't be coy...
All I want is to enjoy
Some proper lessons that need learnin'.
Friendship's what I'm really yearnin'..."

Applejack heard the words come out of his mouth, and was confused upon what Dr. Facilier had said. When she had expected him to lie, knowing how he was smiling at Rainbow Dash, he was telling the truth in a way 'What in the hay...?'. She scratched her head on this, but then stepped in to clarify her thoughts "Say, Dr. Fa-cee-lee-ae, iffin' ya don' mind me askin' an' all...Why do y'all wanna learn friendship so much? Ah'd figure a colt like ya would know how friendship works." She couldn't hide her curiousity as her smile left her lips, her attention focused on the Shadowcolt. Twilight, while more than eager to teach, was as curious as the cowpony upon his reasons as she listened.

So it turns out that loyalty with Rainbow Dash wouldn't be Dr. Facilier's first step after all, but it was good to know his words passed as truth toward Applejack. It was wise for him to keep this going if it meant staying out of her radar.

"Y'all remember back at Canterlot
When Celestia called us there an' whatnot?
Well, she asked me to learn this, and I need to know
Since I'm livin' here an' got nowhere t' go..."

Applejack was as skeptical as she was surprised as every single word was true to the letter. Twilight was equally surprised upon hearing the real reason why the princess chose to speak with Dr. Facilier alone. The group was about to ask him more questions until Fluttershy and Pinkie Pie showed up "Hiya, everypony! What's shakin'?" The party pony cheered as she hopped.

Twilight noticed the two showing up and greeted them "Pinkie! Fluttershy! It's good to know you could come! We're just getting ready to teach Dr. Facilier ho-" the timid mare interrupts "How the Magic of Friendship works?" The lavender bookworm turned to Fluttershy, making her cringe "S-Sorry to interrupt..." Twilight smiled "Yes, actually. How'd you know, Fluttershy? Did he speak to you about this first?"

Fluttershy nods to this and explains "Yes he did. Dr. Facilier wants to know the Magic of Friendship and wanted to visit you since you know it so well. He just wants to show how much care he can give to anypony he meets." She leans on her coltfriend with a smile "Isn't that just the sweetest thing?" The Shadowcolt felt embarrassed for the first time and showed a grin similar to when Applejack tried telling a lie 'This is jus' humiliatin'! Yeah I got a job curin' diseases an' stuff, but now I gotta do good deeds willy nilly! This Magic o' Friendship bit better be worth it...'

The rest of the group giggled at how Dr. Facilier looked after what Fluttershy had said, then Twilight spoke up "Well, why don't we head to Carousel Boutique and see if Rarity's free to help as well? We have a full day ahead of us and if we're gonna teach Dr. Facilier the ways of friendship, we're gonna have to do it together!"

Pinkie then raised a hoof "FOR THE HERD!" Everypony stared at the party pony in utter silence, and she then recovered "Let's go to Rarity's place and then go learn things!" And with that, they go round up the fashionista so the Shadowcolt can begin his lessons.
________________________________________________________________

Rarity, now joining the group in teaching Dr. Facilier friendship, was more than happy to lend a hoof to help the doctor better himself. They caught her at a good time, knowing that business was slow and she had nothing to do but organize her workspace and tools, and with Opal at the vet and Sweetie Belle with her friends, she had nothing else better to do.

Rainbow Dash was determined to pressure the Shadowcolt into revealing himself, and grinned as an idea came to her mind "Hey, everypony! How about we take Dr. Fa-silly-a over to the Retirement Village and have him entertain the elderly?" This made Dr. Facilier perk up with distateful eyes, and to make matters worse, everypony else agreed to it.

"Good idea, Rainbow Dash! The elderly do need our company!"

"Ah could watch 'im dazzle 'em with his fortune tellin'. Hehe."

"Oh, that would be so sweet and generous of you to do it, Dr. Facilier..."

"I most definitely agree, darling! That should make for a good first step!"

"Oh! Oh! Dance for them! They'll LOVE the way you shake your flank! Especially the elder mares!"

Dr. Facilier shuddered at this. This wasn't what he had in mind in learning friendship, especially if it meant being around decrepid and possibly cranky old folk who would obviously smell as bad as an old alley in Louisiana. They all turned to him to see his reaction, especially Rainbow Dash, who could only grin and narrow her eyes. Seeing as how the majority ruled and he had no proper alternatives, he had no choice as he gave a sigh and then smiled.

"Aight then, let's go tend to the old.
With what I'll learn, I'm feelin' bold..."

With the group reaching proper agreement, they trotted over to Ponyville Retirement Village. Dr. Facilier could only groan inwardly as he was forced to deal with his first step having to entertain a group of folks that are bound to kick the bucket at any time. His shadow shook its head while trotting with its master while nopony was looking, feeling sorry for Dr. Facilier being put up to this.

There were many small buildings, and there were old mares left and right moving slow and performing activities such as chess and shuffleboard. When they reached the building entrance, Fluttershy trotted up to the Shadowcolt and kissed him on the cheek "Good luck, Dr. Facilier..." She said warmly as she smiled, while Rainbow Dash aded with her obnoxious tone and grin "Yeah, you're gonna need it!" Dr. Facilier sneered a little, but took a deep breath and grinned at his first step into getting out of his jam and strolled on through the door, with the mares following him.

The moment he made his way inside of the premesis, there was a receptionist at the counter who was reading a book with a bored expression like the one at Ponyville Clinic. He sighed and trotted over to the desk and grabbed the mare's attention for permission to entertain the elderly.

"Hello there, little lady. Can ya help me today?
I wanna make old ponies happy the proper way."

The receptionist looks up at Dr. Facilier, her expression changing to joy "Oh! You wish to entertain the old folk? Bless your heart, sir! Just head on over to the cafeteria down the hall and make your way up the stand. Thank you for your time!" The doctor gave a halfhearted chuckle after her response and trotted to the cafeteria.

Inside the food area, many old ponies were enjoying tapioca pudding at their respective tables with different expressions on their faces. There was a small and vacant stage at the end of the room mainly used for entertainment or calling numbers at bingo night.

When the doors flew open, everypony present turned to see Dr. Facilier and the mane six stand and look around at all who noticed him as an awkward silence filled the air. When the mares took some vacant seats at a table, the doctor trotted forward with a smile after noticing the stage and turned to face the legion of old folk with confidence in his voice. Clearing his throat, he broke the ice with some words before wowing them with a performance.

"Hey, everypony! How y'all doi-

An old stallion quickly rose up from his table with a horrified expression on his face as he pointed a hoof at the doctor "IT'S THE UNDERTAKER!!!" He yelled in a raspy voice as he then ran out of the cafeteria at a very slow pace. Some others believed the stallion and followed him out at the same pace with fear in their hearts. Rainbow Dash snickered at this, finding hilarity in the doctor's attempt as he made a deadpan look at the crowd. He then donned another smile as he tried again.

"As I was sayi-"

An old mare rose and asked "Are you the caller for Bingo? Where's the mic and the ball machine?? I don't have my cards yet..." This made Rainbow Dash snicker even louder, even causing Applejack and Pinkie Pie to join in. The doctor shot another deadpan look, the group of elders slowly getting on his nerves. He tried once more, and hoped none of these ponies would make him angry.

"I'm here to tell y'all that I'm doin' a show!
To give ya good entertainment, ya know?"

The old ponies all 'Ooooooh' in understanding as they sat down and waited for what he was about to do. Third time's the charm when it comes to trying things and doing them well.

Dr. Facilier shifted his eyes to his shadow with a smile, who smiled back as they figured some song, dance, and a little trickery just might be what he needs in order to make his little show go smoothly.

'Showtime...'

End of Chapter 27

Chapter 28

Chapter 28

Show and a Letter

Dr. Facilier was about to begin with a confident grin on his face, but was then interrupted by one more older mare "I dunno about bein' entertained by this stallion...Sure he's kinda cute, but he don't seem like the entertainin' type." The doctor froze with his grin at the mare that spoke, and it slowly turned into a scowl as she continued "I mean, I've seen better entertainment from them Won-" The doctor pointed a hoof as some background music played.

"Don't disrespect me, little mare!!"

Everypony, even the one that spoke, froze with wide eyes at the outburst as the Shadowcolt looked angry. He continued speaking.

"Don't you derogate, or deride~..."

This time, he spoke much calmer and smoother as he grinned at his audience. Some spotlights out of nowhere flashed upon him as he held his tophat with pride.

"You're in my world now, not your world...

He points his hoof to the table with the mane six.

And I got friends on the other side..."

Pinkie hopped up and chimed in "He's got friends on the other side~..." She grins as her friends stared at her.

The doctor felt happy that his song could begin on a familiar note, but then he realized he needed to change the lyrics up a bit while working his magic. He hopped off his stand as he decides to wing his performance with the entire room as his stage, trotting past his audience as he kept a calm and prideful demeanor while more music played.

"That was Pinkie, ladies and gentlemen, jus' a funny girlie.
She's gonna help out a li'l bit, don't worry..."

He stomps a hoof as the random spotlight quickly travels to him, his shadow showing a crooked smile as he begins to dance around some folks

"Sit down at your tables~!"

The Shadowcolt dances past a trio of elderly mares, swooning a little at his moves.

"Put your mind at ease~!"

Dr. Facilier reaches the mane six while they keep their attention focused on him and caresses Fluttershy's chin, making her turn red, while his shadow bucks Rainbow Dash's shadow lightly, quickly swooping back to its master as she looked behind and around her in confusion.

"You relaxin' will enable me to do
Anythin' I please..."

He sticks a hoof out with a grin as his shadow brohoofs him, then he dances as his shadow performs a cheering motion.

"I can dance like crazy~...
I can brew some potions, too!"

Dr. Facilier slides next to Fluttershy and leans as he sings.

"I can make me a whole lot o' friends..."

He quickly gets next to Rainbow Dash, pointing a hoof.

"You ARE my friend, aren't ya, Dash?"

He then goes back to singing and dancing, performing a flip and strikes a pose as he holds his hat.

"An' I'll learn from what they do!"

The Shadowcolt zips along tables back to his small stage, raising his tone in his singing.

"I got each mare
Showin' me care
And they give me joy an' PRIDE!"

He then hops back on his stage and grins as he sings calmer, pointing back to the element bearers' table.

"Yes, I got friends on the other side..."

There was a creepy echo that reverbed around the room "He's got friends on the other side~..." Everypony looked around, then turned to see Pinkie with a megaphone, giggling to herself.

His song continued while Applejack and Rainbow Dash were watching in suspicion. Applejack turns to Rainbow Dash and whispers "Hey, Dash...Can Ah tell ya somethin'?" the cyan pegasus turns to her marefriend and whispers back "Is it about Dr. Fa-silly-a? Do you have a new plan for him to leave or something?"

Applejack shook her head "Not really a plan, but yeah, it's about that doctor...Back when he said he wanted to learn th' Magic o' Friendship and sayin' that it was Celestia who did it...Ah didn't notice any lyin' from 'im..." Rainbow Dash spat back in a whisper "Horseapples! How he was able to deal with the princess is beyond me!" the cowpony glared at her marefriend "Dash, focus! This is Princess Celestia we're talkin' bout here...Also, while I can agree with Pinkie on him bein' mean an' all...maybe he's jus' rough at some points. Do y'all think maybe we've been a might hasty brandin' him a villain?"

Rainbow Dash scowled "AJ, if Zecora thinks this guy's trouble, then of COURSE he's a villain! Since he's in too deep with our friends, we'll just have to find new tactics in making him leave. We'll teach him friendship the HARD way!" She grins while Applejack pauses with a neutral face. She then nods as the two watch Dr. Facilier wrap up his song, Applejack having hidden different thoughts about the Shadowcolt.

It took a lot of work to change both the lyrics of his song and the melody that followed after his second chorus, but Dr. Facilier was lucky enough to have pulled off a wonderful show as everypony stomped their hooves in applause, Fluttershy especially. The doctor took a bow with a smirk, his shadow showing a crooked smile, and then trotted over to the mane six with a triumphant expression on his face.

"Well? Tell me what y'all think?
Did my little performance make your heart sink?"

Pinkie hopped up with a grin "It was amazing! Were you amazed by your own performance? Cuz' everypony else was! Oh, and I was so happy when I decided to help in with the words! Maybe you can help me at the twins' birthday party someday before you go!"

Before he goes? He was about to ask until Rarity chimed in with a smile "It was simply smashing, Doctor! Now I see why my little sister talks about you much when it comes to your dancing! You really are a colt of many talents."

Twilight trotted up and beamed at the doctor "Well done, Dr. Facilier! You've managed to keep these old ponies in good spirits with your performance! I can't wait to see how you'll write your friendship letter to the princess!" The doctor raised an eyebrow at this 'Friendship...Letter...Is this mare fo' real?"

"Whachu talkin' bout, Twilight?"

That was another time he spoke without rhyming, but he was too confused on writing a simple letter to the princess after doing something worthy of a goody-goody four-hooves. The lavender bookworm smiled "Well you see, Doctor, when I started learning the Magic of Friendship, I was under the tutelage of Princess Celestia. I'm her personal student, and usually on certain days, I send her a friendship letter explaining all that I have learned on those days." She gives a small grin.

Fluttershy trots over to Dr. Facilier and adds to the explanation "It even helps with their communication, and Spike is the one who sends the letters to the princess. And after a while, we all began sending letters to the princess on what we have learned as well..." the timid mare looks down "Although, I haven't sent mine yet..." She then looks back up with a smile "But it'll be so nice to know that you'll send one today. Why don't we go back to Twilight's library so you can get started?"

Dr. Facilier rubbed his chin, then nodded at the idea as the group began to leave. The elderly ponies began waving and saying goodbye to the Shadowcolt and mares as they left the area.

"Goodbye, kiddies!"

"Thanks for the show! That really WAS entertainment!"

"Such a handsome stallion! And a zebra, to boot! Who knew?"

"His song was pretty catchy!"

"Anypony notice his shadow moving or is it just me?"

On the way back to Ponyville library, the group chatted amongst themselves with the exception of Dr. Facilier, who had nothing much to say at the moment 'Rhymin's a bitch...'. At a distance from the trotting group, the Cutie Mark Crusaders were busy hiding behind a tree with the record player in tow. Scootaloo and Applebloom were keeping their gazes locked on the Shadowcolt, waiting for the opportune moment to strike. When Applejack gave them the record player, they thought that the scare tactic was now their responsibility to handle while they were busy teaching Dr. Facilier friendship. Applebloom whispers to her unicorn friend "Y'all got the record player ready, Sweetie Belle?"

Sweetie Belle turns the crank on the record player and nods, whispering back "Got it. When do we go?" Scootaloo narrowed her eyes at the Shadowcolt and bided her time, wanting this one to count "Wait for it..." They began to get out of range "Wait for it..." After they were a good distance away, she took off on her scooter, pulling the wagon "Now!" They stealthfully sped over, but tried to stay out of their sight and hearing when they got close enough. Applebloom and Scootaloo nod to Sweetie Belle, who placed the stylus onto the record as the song played.

Dr. Facilier instantly shot up and began to scream and run past the mares with fear, Fluttershy noticing and following after him in worry. When the two left, leaving the rest of the group confused, they then turned around to see the CMC with the record player. They realized the flaw in their plan and then gave a fearful "Uh oh..." in unison.

Twilight glared at the three fillies "Girls! How could you do that to Dr. Facilier? That was so inconsiderate of you scaring him with that song!" The three shrank back as the lavender bookworm scorned them, and Rarity joined in "Sweetie Belle, I expected better of you. What you just did to Dr. Facilier was unacceptable! Head back to the boutique and we'll discuss this later." Sweetie Belle was about to object, but she couldn't shake off the angry glare her older sister was giving, and hung her head as she trotted back to the boutique "Bye, girls..." She said dejectedly.

Applebloom and Scootaloo saw their fellow crusader leave, and Applejack sighed knowing she had to punish her own sister as well "Well, c'mon, Applebloom. Back to th' farm with ya. Don' wanna make things worse with everypony now." Her little sister pouted a little, but remembered that Applejack was on her side, and decided to play along with her 'punishment'. She hopped off the wagon and turned to Scootaloo acting sad "See ya, Scoots." She winks with a small smile, Scootaloo smiling back as the yellow filly trotted back to Sweet Apple Acres. Scootaloo turns to the group and then grins sheepishly "Well, I better get going, hehehe...Bye!" She quickly zips off with her scooter and wagon, leaving the five mares behind.

Twilight scoffed at what had happened "Can you believe those three? I never expected them to be the ones to try and scare Dr. Facilier like this!" Rarity nods "Well at least we knew what caused him to scream yesterday. I just hope the poor dear's alright."

Rainbow Dash shifted her eyes and then joined in "Yeah, that was way past not cool of those squirts to do that to Dr. Fa-silly-a! I love a good scare and all, but what they did was too low for my standards! Where do you suppose he ran off to after that song played?"

Pinkie trotted past the mares and looked ahead of their path "I think he went back to the library with Fluttershy! Something tells me he'll be in the fetal position and shaking while being caressed by her while she's going-" She does a Fluttershy impression, stroking the air as if she held an imaginary pet "There, there, it's okay...It's over now..." She then stopped as she turned to her group "Just a thought..." She grins at them absentmindedly.

Twilight nods to what the party pony said "Well, at least he didn't wander off around Ponyville. Knowing his speed, it'll take Rainbow Dash to catch up to him and stop him from running even more. Let's head back and see if he's okay." The group, now with only five mares trotted back to Ponyville library to check up on the Shadowcolt.

When they came inside, they notice Spike eating some gems while taking a break from working at the library. Twilight trotted up to her number one assistant and asked him "Spike, where is Dr. Facilier an-" Spike simply pointed over to a corner, where Dr. Facilier could be found in the fetal position, hugging his legs as he shook with widened eyes. Fluttershy held him in her hooves and gently stroked his mane with a worried, yet caring smile "There, there, it's okay...It's over now..."

Pinkie saw this, and raised a hoof in the air with a victorious smile "Count it!" The mares looked at her, puzzled at how exactly she knew this.

After half an hour, Dr. Facilier was able to calm down and recollect himself as he was then approached by Twilight with a smile "So, Dr. Facilier, did you learn something today from when you performed at the Retirement Village? Knowing your song, I'd say you learned well on introducing yourself to others and showing others how to have a good time!" The Shadowcolt rolled his eyes and waved a hoof.

"Yeah, I guess I learned somethin', I'd say.
Perhaps now, I should go and call it a day."

He went to go home, but was then stopped by Twilight "Wait! Don't you want to write your friendship letter first?" Dr. Facilier then remembered that he was obligated to write a letter to Celestia about his lesson. Change is good, but it is very hard with what he has to agree to in terms of changing his ways, each one being crazy in itself. He nodded as the lavender bookworm levitated a quill and parchment to him and smiled "Whenever you're ready, Doctor!"

He took the quill and parchment, then looked around to see everypony and Spike stare at him with expected smiles. This bothered him, having to be watched while he was doing something shady or not, but he didn't want to disappoint them, especially not Fluttershy. The Shadowcolt took a deep breath and began to write once the quill's tip reached the paper.

'Dear Princess Celestia...'

End of Chapter 28

Chapter 29

Chapter 29

Date with Destiny

At Zecora's hut, the zebra mare was recovering nicely ever since Dr. Facilier had taken a break from his voodoo fun, and decided it was best to brew some potions while assuming that Rainbow Dash and her group had things under control. She still couldn't fathom how she had accumulated all of her past scars, yet at the same time it seemed familiar as it nagged at her mind now and then.

While she was making more potions, there was a knock on the door that halted Zecora from her work. She trotted over and answered it to show a worried Applebloom staring up at her with a frown. This could only mean that there was something wrong with what they had planned for getting rid of Dr. Facilier, and Zecora couldn't help but ask what had went wrong from the little filly's point of view.

"Applebloom, you don't look so well.
Is there something urgent you wish to tell?"

Applebloom nodded as the zebra mare allowed her little friend inside of her hut and motioned her to a stool. The filly sat on it and took a deep breath to collect herself and looked over to the Zecora, who was almost about to share her look of worry upon seeing Applebloom hesitate. After she was calm enough, she spoke "We were tryin' t' scare Dr. Fa-cee-lee-ae again ever since we messed up th' other day. It's jus' so hard, especially knowin' that him and Fluttershy are...are..." She gagged with an expression similar to if she swallowed a bug "...together..."

Zecora gasped at this, not even realizing the news. Dr. Facilier together with Fluttershy could only mean that he is bound to gain the trust of everypony in Ponyville no problem. She signalled for Applebloom to continue with a nod, wanting a rundown on what has happened during her absence.

The little filly continued with worry "Today, Ah heard from Applejack that he was plannin' on learnin' friendship from Twi an' her friends. When she gave us the record player, Ah thought she wanted me an' mah friends t' take care o' scarin' Dr. Fa-cee-lee-ae off, but when we did, Twi an' everypony else was angry with us! If that wasn't enough, we lost Sweetie Belle since she's grounded!" She looked down, ashamed of herself for what had happened today "Maybe Ah was a might hasty in tryin' t' scare 'im off 'round that time. Ah jus' hope Applejack and Rainbow'll be able to t' try an' stop that stallion since we can't use our record player anymore."

Zecora trotted over and gave Applebloom a comforting pat with a hoof, showing her little friend a warm smile.

"It is not your fault, my dear Applebloom.
I'm sure your friends can prevent certain doom.
Though, to keep our wits and morale contained
Will be harder with what he has now gained."

Applebloom looks up at her wise friend as she trotted away from her side back to the bubbling cauldron "But what if he never leaves? Mah sister told me he jus' wrote his first friendship letter to Princess Celestia! This could be harder than we could ever imagine..." Zecora finishes another potion and gets to work on another as she responds to Applebloom's worry.

"Only time shall tell what comes of this problem.
With what lies in store, I hope that they'll stop him..."

Applebloom wanted to stay and see if she could come up with more plans with Zecora, but she remembered that she had to go home so she wouldn't upset her family. On the way home, Applebloom could not help but think about how wierd Applejack was acting while they were working on the farm after leaving the library, seeming unfocused about the matter at hand. She hoped that her older sister did not hold any second thoughts on the Shadowcolt while she trotted back to her home as Celestia's sun began setting in the sky.

Meanwhile, back at Fluttershy's cottage, Dr. Facilier finished another book that he had borrowed from Twilight's library. He grinned to himself, knowing that not only is his magic repertoire is expanding at a grand rate thanks to previous experience, but that his new potions he brewed would be perfect for wreaking misery on those he did not like.

Dr. Facilier wanted to change in order to live freely, but it was still hard to maintain being a whole different being when he was happy with the way he is. He enjoyed mischief and earning a good pay from it, along with all of his past actions save for his last mistake as a human. He only wished he had that kind of power once more along with what he had learned as a zebracorn, so that he could feel much like Princess Celestia without the wings.

As he was keeping a firm inventory check on his belongings, from his potions to his dolls, the Shadowcolt was stopped by his marefriend calling to him "Dr. Facilier, I just finished dinner for us. Come into the kitchen if you're ready to eat, please."

Knowing he had his items properly organized, he trotted into the kitchen and sat down as he saw Fluttershy looking at him with a loving smile, while her pet Angel gave him a glare that said 'Try anything, I dare you...'. He looked at his plate and noticed a spread of pasta sprinkled with rosemary, oregano, and coriander seed for some kick. Next to his dinner plate was a cup of camomile tea.

Dr. Facilier levitated the fork next to his plate and dug into his dish to sample a taste, and just like his first daisy salad, it was spectacular. Fluttershy noticed his expression and felt more content with herself that the Shadowcolt enjoys her cooking as she dug into her own plate as well. Angel slowly ate his carrot while keeping his eyes locked on the Shadowcolt.

Fluttershy, while enjoying her meal, felt like talking to her coltfriend to better their relationship. Building the courage to speak, she broke the ice and turned to Dr. Facilier "So, Dr. Facilier, how did you enjoy writing your friendship letter today? It was so nice seeing you get engrossed into your writing...though, you never really spoke when writing it, but that was fine..."

Dr. Facilier sighed, but was able to smile to keep the timid mare occupied with her mood and question. While she and her friends enjoyed when the doctor wrote the letter to the one who saved him from hell, he did not actually like being crowded when he was busy writing it. It was a good thing he asked for space and quiet while he wrote out on the parchment so no one could see what he had wrote:

'Dear Princess Celestia'
It's real nice to have all of these mares at my side, helping me learn the ways of friendship so that I would be a good little boy in the near future. I really enjoyed giving off a performance at the retirement village that knocked its residents' socks off, even if they haven't worn any.

To be honest, this whole Magic of Friendship business can be very tiring, even though I'm working hard on making the best of the second chance you have so graciously bestowed upon me. I can't really expect to be a whole different colt once this ordeal has been seen through, but I assure you I'm learning plenty from these girls. I can see why Twilight is your personal student with all of those books she has in her possession.

What really bothers me was that I heard that blasted song two days in a row while I was in the best of moods. Knowing you practically RULE this world, why has that happened? Please explain before I become a spitting image of a certain pink pony without the joy and need for throwing parties.

Sincerely yours,

Dr. Facilier

P.S: Since you're wanting me to learn this so badly, could you maybe toss a few tips my way? You seem like a pretty beautiful genius to know how it all works, and I'm so happy to be ruled by one such as yourself.

Upon hindsight, it was probably a bad idea to throw in that last few set of words in a simple letter, even if it WAS burned by Spike after rolling it up. He thought it was some kind of joke to write a letter until Twilight mentioned that it was how it got to the princess directly. The Shadowcolt wonders if he should learn how messages are sent to the princesses so he could send more personal letters of his own.

Snapping back into reality, he stammered and responded to Fluttershy's question with a regained smile.

"Well, you learn something new every day.
It was good to send a small letter explaining away."

Fluttershy was satisfied with the reply and wanted this conversation to continue "Oh, it was also so nice of you to look past what the Cutie Mark Crusaders have done to you today...I never expected you to have been so forgiving. You really are a nice coltfriend!"

The timid mare was so thrilled with how he acted back then, but Dr. Facilier could only be so forgiving while trying to blot out 'The Song' when working the nerve to accept the apology of the three fillies. To his knowledge, Sweetie Belle seemed to be the only filly that meant it for some odd reason. Were the other two onto his game as well?

"Of course I'd look over on what they did.
They didn't know any better, they're only kids."

Fluttershy bought into his words without hesitation and gave off a swooning sigh as she smiled at the doctor. Angel saw this with a dropped jaw, surprised that a few simple words from Dr. Facilier were enough to make her putty in his hooves. He glared at the Shadowcolt and wanted to go on the offensive for her sake, but then remembered that he was close to biting the dust when provoking him before.

The doctor finishes his plate and asked for a second helping of pasta so he could fill himself up before going back to work tomorrow. While eating his food, an idea snapped into his head so he would not have to deal with learning shoddy lessons every day. He turned to his marefriend after a good bite of his food and grinned his gapped teeth at her, his eyes hiding his devious intent.

"Say, Fluttershy, if it's not too much trouble,
How about a suggestion for our fun to be doubled..."

Fluttershy tilted her head at this, and slowly began to get the wrong idea until the Shadowcolt continued.

"Since that we're both bound by fate,
What say tomorrow we go out on a date?"

The timid mare gave a quiet gasp, but then gave a small grin "That would be wonderful, Dr. Facilier...I thought you'd never ask, since you usually spend your time reading and brewing potions. But what about work tomorrow? You work most of the day, and you have to learn another lesson on friendship." Fluttershy remembered this and seemed slightly panicked as she placed her hooves on her cheeks "That's right! How will you be able to learn the Magic of Friendship when you're going to spend most of the day at work and not have enough time with my friends?"

Dr. Facilier and Angel both witnessed how worried Fluttershy had become ever since remembering the doctor's fated lesson plan, and on a cosmic scale of coincidence, the pair of males gave a simultaneous facehoof and paw. Even the doctor's shadow facehoofed at this little scene with the timid mare.

The Shadowcolt finishes his pasta and trots over to Fluttershy with a confident smile and takes her in his hooves, instantly calming her down as he donned a charming smile, with eyes to match, while they were face-to-face.

"Girl, ya don't know how I handle my work.
The end of th' day makes for a real good perk.
We'll have us a dinner under th' starry sky.
All I need is a proper place for you an' I..."

Fluttershy's face was as red as Big Macintosh's coat as Dr. Facilier proposed this idea to, and right in front of her face with their muzzles centimeters apart. Regardless, she smiled at his creativity and responded with a nod "I-I-I would really love that. Maybe I could set us up for a picnic on the hill where we saw a meteor shower last year. We could gaze up at the stars and enjoy a nice quiet evening to ourselves with no one around..." She paused, then quickly pulled herself away upon listening to herself "N-Not like that! That came out wrong, so very wrong! I'm sorry doctor!"

Dr. Facilier could only laugh at her display of affection, especially knowing full well that she did not really mean the last bit in that certain way. It was as if her innocence and adorable nature is beginning to take effect on him. He stopped laughing at this and contemplated on how he actually felt this way, but then noticed how ashamed Fluttershy had looked as she had her head turned away. The Shadowcolt comforted her and recovered from his laughing fit.

"I'd like somethin' like that, an' it won't cost us one bit.
With how fast my days fly, I'm looking forward to it."

Fluttershy looked up at Dr. Facilier and smiled at him, knowing that he was there for her even if she were to screw up on certain things. She looks over at the dishes, as well as a glaring Angel and then turned back to the the Shadowcolt with pleading eyes "Dr. Facilier, could you maybe take care of the dishes and table while I take a bath? I would really appreciate your help since you really don't have much else to do around here..."

The doctor nods with another winning smile as he earned himself another peck on his cheek and a smile from his marefriend "Thank you very much. I better get going..." She trotted to her bathroom and got herself ready. Dr. Facilier made it an easy effort to handle the dishes with his magic, even doing it with his eyes closed. While he was doing them, a half-eaten carrot bounced off of his head, causing him to lose his concentration and dropping the dishes into the sink. He turned to see the offender glaring at him and giving an 'I'm watching you gesture' with his paw.

Dr. Facilier merely glared back at the rabbit to assert his dominance as Angel cringed a little and then scurried back to his little home. The doctor gave a triumphant smile and then went back to finishing his dishes, and on cue, there was a knock on the door that puzzled him 'Who th' hay would be comin' here at this late hour?'

He walked over and answered the door to find the pegasus mailpony Derpy smiling with a wrapped scroll in one of her hooves "I brought you a letter~!"

The Shadowcolt stared at how this one mare could be as crazy as Pinkie Pie showing up out of the blue to give him a simple letter. Upon recognizing the royal seal in the wrapping, it must be Princess Celestia possibly replying to his friendship letter. He levitated the scroll out of her hoof with his magic as she then took off into the sky with gusto, shutting the door as he unraveled the scroll and read it to himself. What he had found could never be more infuriating:

'Dear Dr. Facilier'
It is such a surprise knowing you have actually learned something good for once since your stay in Equestria. I, for one, am very happy with your endeavor as to trying to change your ways for a better chance in life. I'll bet your heart even grew three sizes thanks to Fluttershy, but who am I to judge?

When you bring up socks, you probably think about her in bed, don't you? You silly, silly perv. But don't let me invade you mind like I have before.

Barring that last statement, you probably should be more optimistic on what you have learned so far when I bequethed this request upon you. With what my student and her friends have had to teach you so far, you are bound to change sooner.

As for your statement upon your 'problem', I'm afraid that is not for me to asnwer, although it WOULD be rather nice to see you as a second Pinkie Pie. You'd make her happy knowing she has a clone of herself living in Ponyville, and also save yourself the trouble of changing your ways completely.

In conclusion, you really are doing a good job, and you have made me proud as a ruler to send me your very first friendship letter. I look forward to hearing more on what you have learned and see your experience, as well as your heart, soar into the sky.

Sincerely,

Princess Celestia

P.S: Knowing your progress, what would you need a beautiful genius like me for? Your charm doesn't really work on me, as you could obviously tell when we had first met. You have a better chance charming Twilight into helping you cheat.

P.P.S: You mad~?

Upon reading the scroll, he noticed a picture of a head next to the words 'You Mad~?'. It looked like a wrinkled face giving off a mischievous grin and squinting eyes, staring back at him as if it were feeding off of his anger and malice and enjoying every bite.

The whole letter caused him to burn it into a small pile of ashes at the front of the door. He opened it up and let the ashes get carried by the outdoor wind and slammed it as he tried to block out the faint melody in his head. Did that princess have a history of provoking her subjects on certain occasions?

All he could do was shrug off the thought and try to focus on tomorrow while opening the same book he finished and read it over again for good measure. This date of his could take a lot of planning, and he needed to pull out all the stops to make it right, even for himself.

End of Chapter 29

Chapter 30

Chapter 30

Search your feelings...

It was nightfall at Canterlot Castle, with the guards present inside attending to their respective duties. Those in the royal courts were busy contemplating with issues involving the treaties between ponies and gryphons. Each pony had their own job in the castle and it was easy for them this night.

...All but one...

Luna struggled a little with her capabilities of monitoring dreams, causing Celestia to approach her with concern. She went to speak, but upon feeling the gravity of the situation, she held a serious expression and waited for Luna to stop her abilities.

After finally breaking her concentration, the moon princess took a few deep breaths as she opened her eyes at Celestia, startled a little at her presence "Tia? What dost thou ask of me?" She seemed nervous with how she was looking at her. The sun princess shut her eyes, not speaking for a moment, and then opened them to her sister "It was them, wasn't it?" Her tone betrayed no sense of her usual calm demeanor.

Luna looked down and felt powerless as she admitted "Yes...They seem to have certain plans going on...I think nary a pleasant thought for what bodes for us all in the future."

Celestia nods in agreement, but was not phased by how her sister portrayed her anxiety upon the matter "All we can do is wait. If they wish to do what I think they are doing, we may have to raise arms soon. I just hope this doesn't lead to the doctor squandering his second chance..."

Luna looks up at her older sister and blurted out "But what if he does end up doing just that? Tia, we have to convince those monsters into stopping this horrible game of theirs! Without them, our newest subject is bound to change thusly! We shou-"

Celestia held up a hoof to silence the moon princess and looked down at her with the same serious expression as before. "It's not in our hooves, Luna...He brought this upon himself. We only gave him a right to redeem himself...but it's HIS choice if he is to give up on what he has accomplished. As I've already made mention before, all we can do is wait."

The moon princess was silent as she took in what Celestia had stated, and knew that it was not in her power to disagree with this. With a deep sigh, she hung her head in defeat "We understand...But with what has happened just recently, I'm loathe to believe we may have done the right thing bringing the Shadowman into this world."

She went back into monitoring other ponies' dreams while leaving the Shadowcolt's unattended.
________________________________________________________________

The sky was yellow and red, rotating with a pattern similar to tribal symbolism and paintings on ancient pottery as he opened his eyes. Dr. Facilier gave a weak moan from looking up at the crazy sky, giving him a small sense of nausea, but it instantaneously faded when he went to go rub his eyes.

There was no hoof or stripes at all, but his long-fingered right hand, leading him to gasp in shock and surprise as he quickly inspected himself.

It was too good to be true as the Shadowman noticed he was human again, and it felt so nostalgic to finally get a glimpse of himself from his past life. It could have been better, but upon looking down at the floor, it was all purple and glass-like, showing a reflection of himself. If that wasn't enough, there was no sign of his shadow, leading to the logical conclusion that he was in another dream.

Dr. Facilier crossed his arms and pouted at this "Th' only good thing about this is that I ain't rhymin' up a storm anymore..." He said to himself as he stood, but then he jumped a little upon hearing a low and approaching rumble.

When he looked at the floor, many dots were seen underneath it, growing in size as they ascended. The dots phased through the floor and revealed themselves to be one of the last sights he wished to see.

...His friends on the other side...

His eyes were wide as dinner plates upon seeing their faces looking down at him while floating in the air, and turned away and ran on instinct. Before he could take his first few steps, however, more and more of his friends came up and surrounded the Shadowman in an inescapable circle. They all stared at him with their glowing eyes, not saying a single word to him as they leered.

Things grew worse as a final dot phased through the floor to reveal the same spirit that not only gave him the talisman needed for his failed plan, but also personally dragged him to his grave after destroying it. It stared down at Dr. Facilier, who shook at his sight and quickly dropped to his knees and began to beg with his hands clasped together "No! No no no, PLEASE, no! I jus' need more time! Jus' a little more ti-"

'Dr. Facilier...'

He instantly stopped begging after hearing that deep and powerful voice course through his head, and looked up to the giant spirit. Its mouth did not move, but he could have sworn he noticed the voice being projected from it. The Shadowman stared for a moment before feebly asking "W-...Was that you? Why are y'all here!?" He was scared, but then remembered he was in a dream as he grew a mischievous smile.

Dr. Facilier got up and pointed a finger at the floating mask in front of him, donning a confident smile "Listen up, buddy! I ain't scared o' you no more, and I definitely ain't gonna be held down by your li'l spells! Y'all are nothin' but figments o' my imagination jus' tryin' to give me trouble sleepin'!" This caused the giant mask to narrow its large glowing eyes, bearing its sharp teeth at the doctor "I'm in control here now, and I-"

On cue, the mask opened up its maw and gave off a powerful roar, with a visible slew of waves portruding from its mouth. This caused the Shadowman to cringe, and look around at the other masks, who remained motionless. When he turned back to the large mask, he smiled again "Like I said...figments o' my imaginatio-" Suddenly, the masks surrounding them opened their mouths and began singing 'The Song' at a good volume.

The sound went through his ears and it felt like it spread all throughout his being, causing pain and anxiety from hearing the haunting melody. He screamed and held his head, dropping to his knees once more in defeat "Mercy! Mercy! Make it stop! Oh-ho make it STOP! Please!" He begged as the mask gave a grunt, causing the other masks to stop singing.

This had felt all too real for him, this dream, and no doubt he began to remember that he was still bound by them despite Celestia's role in convincing them to give him another chance. Dr. Facilier looked back up at his old friend as it leered back at him with the same glowing eyes.

'You are not in control...
You were never in control...
We gave you your power...'

The mask's mouth did not move as he heard the voice, but Dr. Facilier nodded at those words, remembering all they had done for him in the past as he requested their power time and again. He felt powerless in front of the mask, but found the courage to speak "Why are you comin' to me like this? I don' wanna go back jus' yet, I got so much to do! I wanna go to sleep! I got stuff to do tomorrow, jus' please lemme do that!"

His large friend only stared down at Dr. Facilier's groveling and proceeded to reply to his anxious abandon with a question.

'Why do you persist, doctor?'

This particular question caught the Shadowman's attention and made him paused for a moment, then leading him to stare at the ground in thought. He never really knew why he persisted, knowing he was bound by his 'friends', but he came to enjoy living in Equestria so far, even if it meant having to deal with sunshine and rainbows every day.

After a good amount of thinking, he looked up at the mask and spoke "I persist cuz' I'm tryin' to repay my debt! I may have screwed up before jus' cuz' some slimy little frog gave me th' slip, but that don' mean I wanna quit after that! All I gotta do is learn this 'Magic o' Friendship' spiel and I'll be a free man!" The mask sneered at this answer.

'And what will happen once you shed your mortal coil? Will this 'Magic of Friendship' help you then?'

Another good question. What would friendship hope to accomplish once he passes away once more? Knowing his old life of crime that rose to scale with each passing day, he was not guaranteed entry through the pearly gates. What was surprising was that he was welcomed into a world where he learned more magic than he had achieved as a human, and that his savior wishes for him to abandon his thoughts of villainy despite his free will. Is he really fated to be dragged back into hell no matter how good he becomes in his new life?

Dr. Facilier answered to the intense question "Are ya sayin' this whole deal with th' princess is jus' a waste o' time for me? Y'all are jus' waitin' for me to come back to ya even if I pay my debt properly?" The mask's mouth slowly curled into a toothy grin.

'You are not as simple as expected to be before, doctor...I have a proposition fit for your liking...Both choices prove fruitful to your efforts...'

This was new to the Shadowman. The same folks that gave him power and dragged him away from his life are now setting him up with a new deal. He agreed to hearing it in silence as the mask spoke.

'If you wish to perservere in your life, you would be wise to choose when the time comes...The first choice is simple: Abandon all hope of learning the ways of friendship, and come to terms with who you really are so that you may come back to us and spare yourself a false sense of righteousness...or...'

Dr. Facilier raised his eyebrow at the next request, wondering if it would be worst than the first one.

'The death of the one called...Fluttershy...'

The request bestowed upon him, while sounding easy and tempting enough, began giving the doctor a sense of unease and faint reluctance. While her naivete and kindess knew no bounds, she really has begun growing on Dr. Facilier. It was as if he made the right choice into starting a relationship with her.

'Her soul proves very sufficient to our desires...If you perform the latter...You will earn the thing you crave most in your life...'

The mask's grin worsened as it narrowed its eyes in anticipation to the Shadowman's expression.

'Your freedom...'

Dr. Facilier's jaw dropped at this. All he had to do was kill Fluttershy and he wouldn't have to deal with learning the Magic of Friendship OR his towering debt. He was shaking with a nervous excitement, wondering how to react to this choice, but stopped when he remembered how hard it would be to perform the task and get away scot free. He was already living in Ponyville with a job, and almost all of Ponyville already like him, especially Fluttershy. Her death meant panic, and then he would have to sneak out of Ponyville and start a new life. The mask stopped grinning as its eyes stopped narrowing, and continued staring down at the Shadowman.

'The choice is yours...Do not keep us waiting, Dr. Facilier...remember the magnificent rewards you'll achieve from performing either choice...'

There was deep and building cackling heard as the circle of masks began spinning and joining the giant mask in its laughter. The sky eventually began to spin faster than it did before, and the purple, glass-like floor began to crack with how fast the masks are spinning. The floor beneath Dr. Facilier eventually shattered into pieces as he screamed and fell into the dark abyss until there was nothing but black.

Dr. Facilier woke up from his dream a zebracorn once again as he slept on the bed with Fluttershy, raising up and looking around. It was still dark outside, leading him to believe he woke up in the middle of the night. The dream he had was heavy, considering he actually felt the presence of his old 'friends' and held a short audience without making a deal himself. Taking a deep breath, he went to go back to sleep, but not before taking a look at his timid marefriend, who slept soundly with a smile. He looked down at his shadow, who looked back up at him and gave a crooked smile showing that it was aware of what had went on in his dream.

It gave a gesture of streaking a hoof across its neck and falling dead on the floor, showing that the doctor should probably have a better time killing the timid mare sleeping next to him while he had the chance. He looked around and noticed an assortment of pins on the counter far from the bed that he used to make dolls with. Those would be perfect for doing the deed if handled properly. Dr. Facilier gave the pins a good stare at their sharpness and looked back at Fluttershy, who was snoring quietly and serene. After another consecutive glance of the pins and his marefriend, he wondered if he should take the opportunity.

He quietly activated his unicorn magic and levitated every pin available on the counter and brought them over to him. When they reached the bed, they all surrounded Fluttershy overhead, the sharp pointed ends aimed at her on all angles. Dr. Facilier grinned at the thought of easily taking care of business and earning something he wanted the old fashioned way, and readied himself for the killing blow.

Each pin flew fast and was about to pierce the timid mare until they had all stopped in their tracks, just centimeters from her entire body. She was still sleeping soundly as Dr. Facilier stared at his marefriend, so cute and peaceful in her slumber. Why did he stop? The reluctance in his heart ever since his dream began to grow as he inched each pin away from her 'What th' hay is happenin' to me!? Do I...Do I LIKE this mare or somethin'!?' He set the pins back over at the counter, baffling his shadow as its mouth was agape in a cartoonish fashion.

Dr. Facilier could not believe how soft he was getting from remaining in Equestria for so long. He wonders if his nearly-planned date for tomorrow would even be worth the trouble. With fatigue setting on him, he simply crawled back into bed and gave a deep sigh, thinking about his actions as he drifted off into a dreamless sleep.

In his sleep, he did not notice he reached his hooves and wrapped them around Fluttershy, who did the same once she was held.

End of Chapter 30

Chapter 31

Chapter 31

To love or let die...

Celestia's sun rose in the sky and signalled the beginning of a new day. While the morning was welcoming to everypony in Ponyville, Dr. Facilier woke up with uneasiness coursing through his body. He rose up out of bed before Fluttershy woke up as he trotted downstairs with his shadow following, frowning in concern towards its master.

The Shadowcolt made his way towards his work desk and began checking his assortment of potions he plans to take with him to add to his inventory at the clinic. He felt slightly better when he remembered that he brewed 'special' potions for those he really did not like, but he had to be discrete upon issuing them to his patients. The bettered mood soon faded when his mind dwindled back towards last night, having to deal with his old 'friends' once more and being presented a twisted opportunity of sorts. It was maddening to think that they would grant him instant freedom in exchange for a mere soul, but then again, it would be very hard in order to obtain it professionally.

Dr. Facilier, ever since last night, began harboring feelings for the timid mare, and it both frightened and annoyed him to realize he was actually letting them grow. Has he stayed in Equestria long enough to where he was about to become a goody-goody four hooves himself? 'No...No, this is all jus' some kind o' lie! Yeah, that's it...a simple lie...maybe if I'm lucky, they'll jus' fade away an' I'll be able to come up with a foalproof plan on icin' that fraidy cat. All I need t' do now is think about how I should pull off this date...' He began to think until he heard hoofsteps coming from the stairs.

Fluttershy had woken up from her slumber, giving a cute yawn as she trotted towards the Shadowcolt. She gave him small nuzzle with a smile to match "Good morning, Dr. Facilier...I hope you slept well...I'll make us some breakfast after I wake up the animals." She trotted outside to get started, leaving Dr. Facilier staring at her departing outside. Normally, he would go back to preparing for his work day, but he couldn't take his eyes off of the timid mare escaping his sight. Was he really developing feelings for Fluttershy ever since last night?

Shaking his head with an annoyed growl, he snapped himself out of his little trance and went back to keeping track of his newly made potions.

Later, after Fluttershy carefully woke up her animal friends, she made her and Dr. Facilier oatmeal, only this one had a special set of apple cinnamon courtesy of Applejack. The meal was as exquisite as it was warm, filling him up and giving him proper focus, and led him to look over at his marefriend enjoying her own bowl. He failed to realize that the moment he laid eyes on her, he never wavered his gaze or paid attention to everything around her '...Sweet lord, she's pretty...Makes me wonder if I ever deserve a mare like he-WHAT THE HELL AM I DOIN'!?'

He rapidly shook his head to snap himself out of his little trance, earning him a confused glance from Fluttershy "Dr. Facilier?? What's wrong?" Time for another white lie. He gluped and cleared his throat as he thought up another lie to help himself out.

"The oatmeal was a bit too hot...
But I really enjoy this stuff a lot."

Fluttershy chuckled at the Shadowcolt "That's nice of you to say, but you should really blow on your oatmeal first to cool it off...It wouldn't be right just to eat it while it's too hot." Dr. Facilier gave a halfhearted chuckle and a shoddy grin after her words, and began feeling like an idiot knowing he was off his game today. On the inside, he cursed himself constantly for having these twisted feelings. One side wanted to exploit her kindness and kill her when the time was right, but the other side gave off a growing sense of longing for the timid mare in front of him.

After finishing their meal, Fluttershy offered to take care of the dishes while Dr. Facilier leaves for work. She trotted over to the Shadowcolt and gave him a kiss on the lips for the first time, smiling lovingly at him afterward "Good luck today, Dr. Facilier. With how much you work, it would be so nice to have some quality time to ourselves later. I can't wait for our date tonight..."

Dr. Facilier smiled back, and it was almost genuine with what has happened to him 'Get it together, Shadowman...Jus' get to work, get back, have your date, and figure out how to kill 'er...'. He gave his marefriend a nuzzle and left her with some parting words.

"Til tonight I return, Mon Flottement timide.
Our little get-together will be fine indeed."

Fluttershy blushed at how classy the Shadowcolt appeared in front of her, and waved as he trotted out into Ponyville towards the clinic.

Today was like any other day, only this time, he was having trouble thinking clearly as he carried his potions. His mind was focused on what his friends offered and who was involved with it, juggling between if he should go through with it or not. He did not want to go back to hell just yet, despite him being a villain, but he could not help but feel more than conflicted with the price he has to pay for his freedom. 'Why am I thinkin' about her right now!? Why can't I jus' kill her and get it over with!?' It was too much for him, and he did not notice he bumped into the clinic's front door.

He was dizzy, then shook it off as he opened the door while grumbling to himself. Before he reached his room, he was stopped by Nurse Redheart, who had a cheerful smile on her face upon seeing the Shadowcolt again "Dr. Facilier, good to see you again! I heard what happened the other day, but I'm glad that you have recovered nicely. This clinic is not the same without your services!"

Dr. Facilier grinned at the thought of how important he was to his line of work, his mood brightened as he trotted to his room after replying to the white mare's greeting.

"Thank y'all kindly. It's great t' be back!
I'll make sure my work gets right on track!"

Nurse Redheart nods and waves "Good luck today!" She trots to her office to handle her own work.

The Shadowcolt unloaded the potions he carried to work and sorted out the good from the bad. Maybe his potion transactions would get his mind off of the problems he had to face in the future. His first patient came in and he got started with another easy work day.

( 12 hours later... )

How time flies, this day was about as easy as his first one. What sucked was that there was no sign of Vinyl Scratch so he could make her life miserable for taking music and turning it into garbage. He also had that cloaked pony from before come back and ask for more potions. When he asked her name, all he got was a quick blurt of 'You shall take my money and nothing else!' followed by her running off in a puff of smoke. What sucked even more was that he never got a chance to use any of his hazardous potions on any of his patients. Was he really growing soft?

Punching the clock, Dr. Facilier headed out of the clinic and trotted back to Fluttershy's cottage, only to be stopped by Rainbow Dash and Applejack walking towards him and stopping when their eyes met.

The cyan pegasus gives the Shadowcolt a feigned smile "Well, well. How's it going, Dr. Fa-silly-a? How's work treatin' ya?" Applejack tipped her hat and gave him a genuine smile "Howdy there, Doc. Nice day we're havin', huh?"

He did not expect this, but it was best to make a bit of small talk so he would not come off suspicious to them. The doctor still figures he is on Rainbow's bad side, but is unsure of Applejack at the moment.

"Hey there, girls, I'm doin' jus' fine.
I'm headin' back home to that gal o' mine."

Applejack chuckled "It's nice t' now y'all are that close. Do ya got any plans fer tonight at all? We really don't have much to teach on friendship at this late hour." She seemed to approach the Shadowcolt far better than Rainbow Dash would. Dr. Facilier nodded and stated his plans without hesitation.

"Me an' Flutters have a date tonight.
We'll spend time under the stars so bright."

Rainbow Dash rolled her eyes at this "How sweet..." She earned a glare from her marefriend, but shrugged it off "Well, this IS Fluttershy we're talking about...If only she had the courage to go over to the night club. Then we could hang out almost every night no problem!" Applejack turned to the Shadowcolt and smiled sheepishly "We was jus' about to hang out there for th' night, but that's later on. Maybe y'all can join us sometime iffin yer interested!"

While the three talked, Fluttershy was found trotting in town, and was surprised to see Dr. Facilier talk with Rainbow and Applejack. The Shadowcolt turned and saw her, his eyes widening as the feelings returned 'Oh come on, not now! I want some time to think!' He saw her approach the group with a smile 'Great, jus' freakin' great! She's makin' her way over, and I don' have a proper way to get rid o' her yet!'

The timid mare finally reached Dr. Facilier and gave him a nuzzle "Hello, Dr. Facilier. Did you enjoy your day at work?" The Shadowcolt nodded, despite his inner anxiety and replied to her question.

"Yeah, it was simple to me as always.
I'll make enough bits in the next few days."

Fluttershy gave a loving smile "I'm glad to hear it. I was walking to the stores to grab some things for our picnic. Maybe you can come with me and we'll pick out our meals together..."

Applejack smiled at how the two shared love "Well this is real nice...We won't keep ya, though. We got stuff t' do before another big night!" Fluttershy shuddered "You mean another night at that club? I really don't like it there...It's so...loud..." She looks down, but looks back up at Dr. Facilier thinking.

The Shadowcolt was hard at work contemplating the matter at hand in terms of the date 'That club they keep talkin' about DOES sound temptin'...Maybe I could take her there tonight an' do th' deed in a private spot. Then I can enjoy a good drink...' he smiled at the thought. He never really had the chance to go check out the night club in Ponyville. Turning to his timid marefriend, he smiled as he proposed his idea.

"Say, Baby doll, I got a good thought.
What ay we have our date at a different spot?
We'll go to that club and we'll party all night.
An' maybe we'll both dance hard in the limelight..."

Fluttershy blushed at the thought of dancing with the Shadowcolt once more ever since the welcome party. She really enjoyed that night, how she built the courage to dance gracefully on the floor at his side. Perhaps it was a good idea to trust him on this new idea, even if the club was loud on most days. The timid mare smiled and nodded "O-Okay, Dr. Facilier...I trust you with this idea. It would be very nice to dance with you again."

Rainbow Dash chimed in "Now we're talkin'! We could make this a double date! We better go get ready for tonight. We'll see you two there!" She was happy to know Fluttershy would actually join them for a night at the club, and even happier to have a chance at exposing Dr. Facilier with whatever opportunity presents itself. Rainbow Dash and Applejack then trotted off, but the cowpony looked back at Dr. Facilier with the same bit of uncertainty from when he wanted to learn friendship.

The Shadowcolt met her gaze and wondered if she was in on exposing him like Rainbow, but he noticed her expression and felt confused. He wanted to think, but his suit was tugged by Fluttershy, who was smiling at him "We better get home if we're going to get ready for tonight." The doctor stared, then smiled as he bowed to her in a chivalrous fashion.

"I'm ready to party like it's nopony's business.
Let's trot on home and get prepare for this..."

Fluttershy giggled and took his hoof as the two trotted back to the cottage side-by-side. Usually their sides touch as they trot back, and both enjoyed each others touch 'NoI'mnotNoI'mnotNoI'mnotNoI'mnotNoI'mnot...'

After a long time of preparing at the cottage, the odd couple were ready for a night in the town. Fluttershy thought it was best to wear her gala dress since she did not have much else to work with. If she wanted to dance with Dr. Facilier again, she wanted to look her best for when they were on the dance floor. The Shadowcolt didn't really have to change, considering his suit and hat were more than enough for a night at a club. All he had to do was clean his suit so he would look stunning towards anypony looking at him.

The two strolled through town as it was practically deserted tonight. They continued walking until they heard a faint beat. After walking long enough, a grey building came into view and the beat from before could be heard inside. Dr. Facilier and Fluttershy noticed a small line outside of the front door with a large beige stallion with a white buzzcut mane and sunglasses standing next to it. In the back of the small line, Rainbow Dash and Applejack were spotted, looking slightly different.

Rainbow Dash was seen with three glowing bands on her forehooves, each shining a different color. She was also wearing a blue cap and a pair of sunglasses over the brim of it. Applejack had her Stetson on like always, but this time she was wearing a red plaid vest and some spurred boots on all of her hooves. When the two caught the sight of Dr. Facilier and Fluttershy, they waved for them to come over.

When they trotted over, they passed the time by talking. Rainbow Dash started, but didn't sound happy "Why the hay are you dressed like that? This is a night at the club, not the Grand Galloping Gala! We really gotta get you guys some new threads if you're deciding to hang out here!"

Applejack shook her head, but then smiled at the two "Forgettin' what Dash here's sayin', it's real nice o' y'all t' come here! Maybe we can make this night extra special for ya, seein' as how it's yer first time here." The line shifted as the conversation continued.

Fluttershy looked down "Was it wrong of me to dress this way? I'm sorry. Maybe I shouldn't have worn anything since it's this place...But it was a good idea at the time, and I really want to dance with Dr. Facilier while looking my best..." She turned to her coltfriend and smiled, earning her a charming grin from the Shadowcolt. The line shifted again with each passing minute.

The cyan pegasus sighed "You're beginning to sound like Rarity, Fluttershy..." She puts her sunglasses on her eyes with a smile "But if it's for your stallion, I won't stop ya!" Applejack smiled and nodded "I'm with ya on that one, Sugarcube! Let's make this little party a night t' remember!" With that, they were next in line.

The large stallion looks down at the two and smiled "Ah, RD and AJ...Good to see ya. Go on in!" Rainbow Dash and Applejack went on inside, eager to party. Dr. Facilier and Fluttershy were next, but the look on the stallion's face soured "Never seen you two before...and with the way your dressed, you look like you're at the wrong place." The Shadowcolt was about to object, until the stallion got a good look at him "Hey, wait a minute...You're that doctor Vinyl keeps talking about! She said you really pulled through on making her relationship with Octavia work out." He signalled them at the door with a hoof "You and your date are good to go."

Dr. Facilier trotted inside while looking proud, knowing that his achievements in Ponyville are beginning to earn him proper status. Fluttershy followed after him, and the two cringed when they went inside. The songs were loud and were the same songs sounding like beeps, boops, and wubs to the doctor's ears.

'What have I done??'

End of Chapter 31

Chapter 32

Chapter 32

Let's spin this sh*squeak*t!

The interior of the club was not what Dr. Facilier had expected. There were flashing lights of different colors, ponies dressed up like common thugs and thieves, and the music playing was driving him to find the musician responsible and making them suffer. He and Fluttershy cringed at the music's volume as they awkwardly strolled inside, moving through the crowd of dancing ponies to find a spot to sit down. Before they could move to a vacant table, Pinkie Pie hopped in front of them out of nowhere with a wide grin on her face.

The party pony got near Fluttershy's and Dr. Facilier's space and began to jabber incessantly while the music was playing "Oh my gosh! I never expected you guys to come here! Oh, this is so super-duper awesome! You really should've dressed in something more better for this place, but it's great to know you at least have a good set of clothes on! I never wear a thing when coming here, well except for the one time I borrowed some of Dashie's bands-" Pinkie's talking, along with the loud music, began giving the Shadowcolt a serious migraine, and he simply shoved a hoof in Pinkie's mouth out of pure instinct.

"It's nice t' see you, too, Pinkie Pie!
We're on a date, me an' Fluttershy!"

After taking his hoof out of her mouth, Pinkie continued talking "That's nice! If you're looking for Dashie and AJ, they're at that table over there!" She pointed a hoof to the left of their direction towards a table where Rainbow Dash and Applejack were found enjoying some drinks. Pinkie then smiled "Well, I better get going back on the dance floor! They're playing my jam! See ya later~!" She bounced onto the dance floor and joined the building crowd. The Shadowcolt shook his head and grumbled at this, wondering why he felt it was easier to try and kill Pinkie than it was Fluttershy.

The timid mare gave Dr. Facilier a comforting nuzzle to try and lift his spirits, smiling at him when she got his attention "Sorry if Pinkie is bothering you like this, Dr. Facilier...Let's go over and see Rainbow Dash and Applejack. This is a double date after all, right?" Dr. Facilier stared, and nodded in agreement, though he was still lost in himself on what he was thinking about Fluttershy. As they trotted, Dr. Facilier's mind was warped with his affection and villainous ambition colliding with towering fury, causing him to stare at his marefriend with unease. What is he going to do?

Meanwhile, Rainbow Dash downed another drink and smiled "I think I got another plan, AJ! You ready to hear it?" Applejack sighed, having enough of what Rainbow was thinking and decided to speak her mind "Rainbow Dash, Ah think we're goin' a bit too far with this. Dr. Fa-cee-lee-ae has done absolutely no wrong other than that time with yer little race! While your's an' Zecora's opinion still stands, Ah jus' can't see this stallion do any more damage! He's already made Fluttershy th' most happiest mare in Ponyville an' was already responsible for helpin' out Nurse Tenderheart in her time o' need! We're makin' foals outta ourselves!"

The cyan pegasus could not believe what she was hearing, thinking that her own marefriend had a different opinion on the Shadowcolt after believing her story and Pinkie's crazy thought. She shot a disapproving glare "You mean to tell me we should stop what we're doing and let this guy run around and cause more problems behind our backs! What is with you, AJ? I thought you were my marefriend!"

The cowpony shot back a remark "Ah AM yer marefriend, Dash! But this is becomin' some kind o' wild goose chase with how far yer pushin' this! This guy was even truthful on learnin' the Magic o' Friendship, fer Celestia's sake! If that's not enough t' convince ya he's jus' another rough colt, then Ah don' know what is!"

Rainbow Dash went to reply, but quickly silenced herself when she noticed Dr. Facilier and Fluttershy coming into view. She put on a smile as they approached and took their seats, turning to see Dr. Facilier rubbing his head with his eyes closed, sighing a little. Was he sick? Remembering who she was talking about, she broke the ice while trying to hide her intentions on exposing the Shadowcolt "Hey, you two! So what do you think of this place? Pretty awesome, huh? This music is so cool, it's sick!"

Dr. Facilier groaned at the blurting, replying to it with what bits of patience he had left in himself.

"This junk is really grindin' my ears!
Do those ponies enjoy this while shakin' their rears?"

Rainbow Dash glared at the Shadowcolt and replied "Duh! I already told you, this stuff is awesome! If you wanna change the song so much, request a song to DJ PON-3!" Who the hay was DJ PON-3? Was it the one responsible for playing the audible drek coursing through his ears? He decided he should get some alone time and look for the offender and give him a piece of his mind. The Shadowcolt rose from his seat and gave Fluttershy a peck on her cheek as he went to go search.

"I'll be back, Fluttershy. I won't be too long.
Imma find this DJ and make 'im change th' song!"

Fluttershy blushed a little when she was kissed, but then nodded "It would be nice to have a different song play...Maybe it would be something we both like. Oh, I hope you make the right choice, Dr. Facilier." She did not notice that he was already gone while she was talking, making her ears droop "Oh..."

Rainbow Dash rolled her eyes at the obvious gesture of abandonment and decided to get down to business "Okay, while Dr. Fa-silly-a's gone, what say we try to teach him another lesson on friendship tonight for the hay of it?" She said friendship lesson, but she had other plans.

Applejack groaned "Ah hope it don' involve that song again...We heard it too many times an' Ah think he'll probably build an immunity to it sooner." Rainbow Dash nodded in agreement "Good point, AJ. But this one's sure to make that doctor le-" She forgot she was in front of Fluttershy, who was staring in curiousity to her words. The cyan pegasus recovered from what almost slipped "-learn friendship faster! Yeah, that's it! But we're gonna need Pinkie Pie in order to pull this off..." She rose from her seat and hovered in the air, scouting the dance floor for her pink friend.

She noticed Pinkie knocking away some ponies while she was in a crazed dancing frenzy, reminding her of the party she threw for her pet alligator Gummy. Wincing at the last mare that flew to a walll after making contact with Pinkie's flank, Rainbow then whistled for Pinkie Pie, whose ears perked up at the sound and turned to the sky to see the cyan pegasus signalling her over to her seat. Pinkie grinned at this and hopped to her friends' side.

Dr. Facilier was busy pushing through the crowd of dancing ponies in search of DJ PON-3, his shadow helping with most of the pushing as he trudged towards the stage. While he was pushing his way through, he noticed a unicorn colt dressing in a black leather jacket performing a light show with his magic. When he reached it and turned over to the large metal devices amplifying the songs at great volume, his jaw dropped at the familiar face in front of him. The same white unicorn mare with shades was the same one responsible for playing this music. He facehoofed, not realizing this sooner, but then trotted over to her side to catch her attention.

"Hey, Ms. DJ, mind changin' th' song?
My head's gettin' dizzy an' I can't last long..."

Vinyl Scratch was bobbing her head to the current song's rhythm while wearing headphones and grinning. When she heard the faint sound of Dr. Facilier's voice reach her ears, she turned to face him and jumped a little in surprise, but then smiled widely upon recognizing his face, taking off her headphones "Hey! Doc! Good to see ya! Never expected a stallion like you to come here! Enjoying the song?" It was as if she was more than oblivious to the mixture of deadpan and annoyance on the doctor's face. She tilted her head, then giggled "Wow, Doc, I'm liking your impression of Tavi! Good on ya! So, what's up?" Giving a sigh, the Shadowcolt repeated himself to save him the trouble of smiting the wrong mare.

"It's not so much I hate this diddy,
But th' way it sounds don't make me giddy."

The DJ frowned "Not a fan of the good stuff, huh? Well, maybe we can try to work things out! What kind of music are you really into, Doc? Are you a fan of that boring classical stuff like Tavi? If so, you two would so get along together." While Dr. Facilier was a classy man, he really was not all too fond of regular classical music unless he actually felt like waltzing. He clarified his preferences and hoped they did not fall on deaf ears.

"I hope you'd make a wondrous feat
An' play me off a jazzy beat!"

Vinyl poked at her chin, then gasped "Jazzy! I can do that! And I just so happen to have some music that'll appeal to everypony else, too! You just head on back to the dance floor and let good ol' Vinyl here sort out your problems!" She began searching through her set of records at a determined pace, with a grin covering her muzzle. Rolling his eyes, Dr. Facilier decided that his work here was done as he trotted away from her and dove into the crowd of dancers. It was a miracle he hadn't done anything horrible to Vinyl Scratch, but he had bigger problems to worry about.

Rainbow clasped her hooves together with a devious smile on her face "Alright! We need to get ourselves a plan going! Anypony have any ideas?" Pinkie Pie smiled "Oh! We could make him dance til he's exhausted! Then he'll learn that sometimes you shouldn't use up so much energy in one day!"

Applejack stared at Pinkie as if she were intentionally playing dumb "Knowin' how you handle yer work, Sugarcube, I doubt that'd be a good lesson t' teach." She turns to Fluttershy "Besides, he still needs t' save th' last one fer Fluttershy here!" The timid mare smiles at Applejack's words, thankful to know that he would not use up any energy.

While they were talking, Dr. Facilier returned with a neutral expression, and then took notice to the new addition of the table. He grumbled a little at the sight of Pinkie Pie, and thought it was best to take advantage of his conflict and turn his attention to Fluttershy and place his irritation under control.

"I took care o' business up on th' stage.
She'll play us a song that's all th' rage."

Fluttershy was happy about the news and nuzzled the Shadowcolt in gratitude and affection "Oh, thank you very much, Dr. Facilier. It's good to know you would go this far for the both of us...I'm not really a fan of the music they play here. What song did you have in mind exactly? Will it be something we both like?" Dr. Facilier responded well around the timid mare's company.

"I didn't specify, but she got the gist.
Hopefully it's something that's high on my list..."

Rainbow Dash raised an eyebrow and began to notice how the Shadowcolt is acting around Fluttershy 'What the hay? I don't see any meanness in his eyes...Is he serious about liking Fluttershy?' this confused her, but she needed to come up with a plan as she decided to grab his attention "Say, Doc! While we're here, I think it's a good time to teach you about friendship at this place! With Fluttershy here at your side, maybe you'll learn something fast."

Pinkie was busy enjoying the light show being caused by the reckless dancing unicorn colt "Ooooh, pretty~!" She was hypnotized by how bright the lights were as they shot upward. Applejack rubs the back of her head "Dash, maybe it's best if we jus' enjoy this night. Ah mean, what could Dr. Fa-cee-lee-ae here learn from a place like this?" Rainbow Dash raised her hoofs in the air "He can learn plenty if he puts his mind to it! He's like a stallion version of Twilight, for crying out loud!"

Fluttershy craned her head back at how Rainbow Dash was talking, not liking her tone as she talked about Dr. Facilier. She turned to see the Shadowcolt thinking to himself thoroughly 'Now or never, Shadowman, now or never! Jus' take this moment to view yer surroundin's an' try t' make use of whatever can take her out easily...' He looked left and right, finding nothing but dancing and mingling ponies, and a bar. A bar!? Dr. Facilier was getting kind of thirsty ever since he arrived. He turned to the group of mares in front of him and wanted to isolate himself once more.

"Imma leave you mare an' let you think.
Right now, I could really use a good drink."

Applejack nods to the Shadowcolt with a smile "Take all th' time ya need, Sugarcube. Jus' try not t' go overboard. Th' stuff they serve here can be real strong even for a stallion like yerself!"

Dr. Facilier rose from his seat, then notice Fluttershy doing the same "Could I perhaps join you, Dr. Facilier? I'm kind of thirsty, too...and it's not so good here without you at my side..." She smiled at him, and this fueled the Shadowcolt's inner conflict even more. The way she was projecting her feelings towards the doctor wasn't really helping his ambition. Seeing as how it couldn't be helped, he nodded in agreement and the couple made their way towards the bar.

The two took their seats on the finely crafted stools and awaited the arrival of the bartender, smiling at them "What'll it be, folks? You feeling ready for some strong stuff tonight?" Dr. Facilier was tempted to drink his troubles away, but he needed to focus on how to cast aside his emotions and kill Fluttershy.

"I'll have me some fine scotch in a glass.
I'm in a bit o' a hurry, so make it fast..."

The bartender nods and turns to the timid mare, waiting for her order. Fluttershy flinched and then looked away "Um...I'll have me a small glass of cider, please. I'm not really in the mood for that kind of thing tonight..." The bartender nods at her requests and got right on their orders 'Buncha softies, those two...'. He was light on his hooves as he served their drinks and slid the two glasses as they stopped in front of their eyes.

Dr. Facilier, impressed with this gesture, took some of his paycheck and paid the bartender for the drinks and took a sip of his scotch. It wasn't bad, though it could have been a special brand that would taste better. Fluttershy gingerly sipped her glass of cider, aware that it was the size of a shot glass, and savored the taste in her mouth.

Meanwhile, Vinyl Scratch levitated a record and grinned "Here we go! This oughta tickle the doctor's fancy!" She moved it to the turntable as she switched out the other disc "One jazzy and funky beat comin' right up!" She said to herself as she moved the stylus onto the record as the song began to play. The DJ bobbed her head to the intro.

( Ya know that jazzy sound you were lookin' for? Well listen to THIS! )

The Shadowcolt finished his drink, and cursed himself for focusing on it rather than a surefire way to get rid of Fluttershy, but then turned his attention to the new song that began to play. He found himself tapping his hooves to the faint sound of saxophones playing a good melody. It was almost hypnotizing as he instantly liked the music. He then turned to Fluttershy with a grin on his face.

"Looks like my request has played by chance...
Fluttershy, wanna go o'er there an' dance?"

Fluttershy immediately perked herself upon hearing those words, then nodded her head "Oh, yes! That would be lovely! Let's get on the dance floor..." She was helped up by the Shadowcolt as they made their way onto the floor, lucky to find themselve more room.

Dr. Facilier began to show off some of his moves as the beat progressed, impressing a small amount of ponies around him. He looked over at Fluttershy watching him and nodded, waiting for her to join him. The timid mare took some steps, but this time she was able to build courage faster and join him in synchronized motion when the song began getting better.

Pinkie was dancing herself, but then her tail began to twitch uncontrollably, causing ehr to stare at it with wide eyes "Twitche-twitch! Twitche-twitch!" the party pony's Pinkie Sense was kicking as her tail twitched, meaning something was about to fall, yet she couldn't put her hoof on what it would be. She stopped dancing and darted her head around, looking for the cause.

The two were getting many looks of intrigue and amusement upon their movement, and decided to join them in dancing. The unicorn colt shooting rays from his horn was turning his head at different angles as he was lost in the beat, but was then unaware that one of his rays of light ricocheted off of a glass, then off of a window, then became lethal as it struck a set of the lights on the ceiling loudly, causing it to topple as bits of debris began falling onto the floor.

Everypony looked up at the falling debris and scattered as it got worse. One of the larger bits of debris struck the unicorn responisble for the light show on the head and knocked him out. Dr. Facilier and Fluttershy were busy dodging the debris themselves, keeping weary eyes on where it would fall next. The timid mare was spooked, not anticipating this problem to rise so quickly.

Rainbow Dash was flying across the room as ponies began to clear out of the club to avoid the damages. Applejack was pushing past some ponies while searching for her friends "Rainbow? Pinkie?" She didn't expect Pinkie to jump in front of her "Hi, Applejack!" She greeted nonchalantly as the cowpony looked worried "Where're th' others!?" Pinkie pointed up "Rainbow's up there, but that leaves-" She gasps as she placed her hooves on her cheeks "We gotta find Fluttershy and Dr. Fa-silly-a!" The two galloped towards the dance floor while avoiding more debris.

Dr. Facilier and Fluttershy were getting tired, and the Shadowcolt could just buck himself for not using his magic to fend off the falling bits of the ceiling. The two were at a distance with what they have avoided, and he noticed that there were a set of lights that were dangling over Fluttershy. He looked up and paused with widened eyes at what was about to happen.

Fluttershy looked at her coltfriend in confusion "Dr. Facilier? What's wrong?" She looked up and gasped as the light set came loose and fell down near her at a fast pace.

At this moment, time slowed down as the Shadowcolt found his inner struggle reaching its climax. What was he going to do? Was he going to let his feelings get the best of him once more? Or was he going to let death take its course and grant him a ticket to paradise?

The final decision came as the light crashed onto the floor...

End of Chapter 32

Chapter 33

Chapter 33

Love conquers all...right?

Dr. Facilier couldn't believe it. He let the lights drop, they crash to the floor and made part of it crack at its weight, and the debris from the ceiling had just stopped falling. He covered his eyes as he laid on the floor and slowly opened them after all what happened, taking a good look of the lights that fell, and then looked down at what rested in his hooves.

The Shadowcolt had done the impossible and rescued the timid mare from certain death. He could have left her to her cruel fate and wander the world a free colt, but he SAVED her. Fluttershy was hiding her face in her hooves, tears streaming from them as she whimpered in sadness, unaware that Dr. Facilier had saved her life. The doctor could only sigh and hold the timid mare in his hooves and waited for her tears to pass.

Pinkie and Applejack finally reached the couple as the last of the customers in the club left, and took a look at the sight in front of them. Applejack thought all was lost, until she noticed her friend being held by Dr. Facilier "Don't that beat all...He stayed with her th' whole time and kept her safe. Ah knew that stallion was a kind one." Pinkie smiled at how the Shadowcolt had protected Fluttershy, and trotted over to their side along with Applejack.

Rainbow Dash witness the whole scene from above, and couldn't keep her jaw from hanging at the sight. Before the debris had stopped, she was about to make an effort to save Fluttershy from certain death, but when Dr. Facilier stepped in, she was baffled beyond belief at his gesture 'No way...Was I really wrong about this guy??' the cyan pegasus swooped down and joined the others as they gathered around Fluttershy.

The timid mare was beginning to calm down, and slowly brought down her hooves to see what has happened. She had looked around and seen Pinkie, Applejack, and Rainbow looking at her with comforting smiles, and when she noticed she was being held, Fluttershy had caught sight of her savior.

Dr. Facilier couldn't find it in his heart to fight his affection anymore, and he felt it was a futile struggle to keep it going without making a move on killing her. This was becoming all too wierd for him to realize that he had fallen head over hooves for Fluttershy, but it didn't matter to him now. The Shadowcolt looked back at his marefriend and flashed a genuine grin, glad to know she was safe.

Fluttershy looked up at her coltfriend and had new tears stream down her face. They weren't tears of sadness, but of happiness. She let out a squeal and threw her hooves around the Shadowcolt in a tight embrace as she began to cry more. Dr. Facilier caressed her mane as they shared their moment, and the mares around him couldn't help but shed at tear at them. Even Rainbow Dash, who not only distrusted the stallion at first, but also despised sappy moments was also tearing up at the sight.

Applejack turned her head to the club entrance and nodded to herself as she directed her attention back to her friends "Alright, y'all...Let's call it a night. We had enough fun fer now an' we'll probably end up lendin' a hoof with rebuildin' this place. Not t' mention, Dr. Fa-cee-lee-ae here learned a lot about friendship today..." She turned to her marefriend with a smug smile "Right, Rainbow?"

Rainbow Dash noted the smugness in Applejack's expression, knowing that the cowpony was happy with her being in the wrong for a moment, even if they both tried exposing the doctor back then. Giving a defeated sigh, she trotted over to Dr. Facilier while he and Fluttershy picked each other up "Hey..." The Shadowcolt turned to the cyan pegasus and watched her rub the back of her head awkwardly as she looked away "We did have a lot of fun tonight, and I wanna let you know...You're okay in my book, Doc. I'm glad to call you my friend..." she turned to the doctor with a smile.

Was this some kind of trick? Did Dr. Facilier hear his little enemy correctly in what she had just said? The same cyan pegasus that knew about his villainous deeds in the past is now apologizing to him for all she has caused. Should he take advantage of this? He was about to, until Fluttershy found her voice and spoke up "I-It was nice to dance with you again, Dr. Facilier...I had fun tonight, what with it being my first time here and all..." She looked up at her coltfriend with a loving smile despite how red her eyes were from crying so much.

The Shadowcolt stared back, and for a brief moment, it felt like everything around him had vanished as he laid eyes on her. He was about to get lost in her eyes until his shadow gave a scornful frown and gave its master a light buck while nopony was looking, snapping him out of his daze. Dr. Facilier looked down at his shadow making a gesture of poking at its foreleg with another hoof, signalling that it wanted its master to wrap things up for the night. Nodding to his partner and silently thanking him for getting his priorities straight, he turned to the mares and spoke.

"It was fun while it lasted, but it's time we roam.
Me an' Flutters here'll jus' get right back home."

Applejack nodded and tipped her hat to the Shadowcolt with a smile "S'been a pleasure sharin' this night with ya, Doc. This was real excitin' for a double date!" She turned to Rainbow Dash "C'mon, Dash. We'd best get on goin', too!" The cyan pegasus followed the cowpony as the two made their way out of the ruined club.

Pinkie watched her friends leave and turned back to Dr. Facilier and Fluttershy with her trademark smile "It was super-duper exciting alright! Though, with all that stuff falling, things may have went overboard..." She giggled awkwardly, but then perked up "Okie Dokie Loki! Well, I better get going too. Hopefully I don't wake the twins when I go back inside. See you two later!" She trotted out of the club, leaving the remaining couple to stand for a moment and collect their thoughts on all that had happened.

After having a small moment to themselves in silence, they began trotting back to Fluttershy's cottage with smiles on their faces. On the way back, Dr. Facilier was happy with coming to terms with his new-found affection for the timid mare, but then he began to think about the deal that his 'friends' had made with him, and he began getting lost in thought. This was going to be hard to get around if they ever visit him again tonight.

The couple reaches the cottage, and Dr. Facilier opens the door for Fluttershy, bowing and waving a hoof inside as he acted like a gentlecolt. Fluttershy blushed at the gesture and trotted inside with a warm smile on her face. The Shadowcolt went to follow, btu something tugged at his suit and halted his advance. He looked down at his shadow, who was giving off a wide frown at its master and pointing at him. Dr. Facilier knew what was going on and sighed, breaking it down to his shady friend in a quiet tone.

"I know, I know, but it's jus' so hard...
I didn't expect me t' get this far...
Th' worst part is I struck out on a choice
And now I'll have t' deal with th' sound o' his voice..."

He cringed at the thought of the large mask and his ominous voice going through his head, and forgot that he had been stalling outside for a few minutes. The Shadowcolt made his way inside and looked around, wondering where Fluttershy was. Not finding a trace of her in the living room, he decided to check her bedroom to see if she was about to retire for the night.

Dr. Facilier trotted up the stairs and noticed Fluttershy taking of her clothes slowly. She was getting tired, judging by the look in her eyes, and the doctor found it in his heart to trot over to her side and help her with her clothes using his unicorn magic. Fluttershy flinched in surprise and watched her clothes float off her body and were neatly folded on the dresser. She turned and seen the Shadowcolt giving off a charming smile after performing his little deed, and trotted in front of him with a smile of her own.

She was getting tired, but she used the last of her energy to speak to him "Dr. Facilier, you don't know how much it means to me when you saved me earlier...I never expected anypony other than my friends to help me whenever I was in trouble, but you really have proven that you're one of the best stallions any mare could ask for." She trotted closer "Thank you very much for being with me, Dr. Facilier...I love you..." Fluttershy took the moment to lean into the Shadowcolt's face and gave him a passionate kiss.

The doctor couldn't bear the feeling that the timid mare put into her kiss, but returned it wholesale when it was presented to him. It lasted for one minute, and then they broke away as Fluttershy looked up at Dr. Facilier again before trotting over to her comfortable bed. He followed suit as fatigue began to set in through his body. Using his magic, he took off his clothes and neatly folded them, placing them next to Fluttershy's Gala dress on the dresser. The doctor then climbed into bed and tucked herself in along with his marefriend.

He heard Fluttershy utter a quiet "Good night..." before drifting off into dreamland. While he was happy for her being able to dream, he had to face a slew of angry faces once he shuts his eyes. The Shadowcolt took a deep sigh and awaited his little chat with his 'friends' as he slowly began getting more tired.

Dr. Facilier opened his eyes and found himself in the same exact environment as his last dream, human form and all, and watched the dots under the glass floor rise to the surface and phase through to reveal his friends on the other side. The doctor could never be more right with how his friends have reacted to his display of affection, and looked around to see every mask surrounding him give massive scowls left and right. It became worse as the giant mask finally came into view, bearing his teeth as his eyes glowed. A deep growl was heard in the doctor's head, and he knew that the giant mask wasn't happy about his time with Fluttershy.

'You failed me yet again, Dr. Facilier...What do you have to say for yourself this time? Why do you choose to stray away from your real nature only to find solace in that little mare? Have you already forgotten our generous offer we have bestowed upon you?'

This was a lot to take in, knowing he was getting insulted by an angry mask, and he felt a twinge of outrage in himself as he realized the futility of changing himself to Equestria's liking even though he was a villain at heart. But with how long he had resided in his new world, it really has grown on him with what ups and downs it had to offer. He never expected himself to fall for Fluttershy, and that was mroe out of his character than anything he has ever done in the past.

But it didn't matter now, and he felt bulletproof upon declaring his affection for his loved one. He glared up at the mask with defiant anger and spread his arms out "Yeah? So what if I did!? Do ya think it was easy for me to try and get rid of her now!? Why haven't y'all asked me sooner if her soul actually meant that much t' ya!? If anything, ya wasted precious time playin' that damn song while I lived my new life!! I could've done it the moment I landed on that horse-ridden world, but y'all wanted t' take yer sweet little time an' wait! Well ya know what? Ya blew it, son! I love her!! Ya hear me!? I love her!! What do ya have t' say about that!?" He was catching his breath after venting his rage at his masters, glaring up at the mask and noticing it was unphased by his words.

Dr. Facilier thought he was about to get his ass handed to him, or have an earful of 'The Song' at a good volume, but all he got was the giant mask slowly narrowing his eyes and giving a deep hum.

'Touching...You really do have feelings for her, don't you? So sweet of you...However...

The Shadowman took one last deep breath as he recollected the air he lost in his rant.

'You should remember that ever since your pathetic display of emotions, you have no other alternative but to come back to us personally...To think someone like you could waste another opportunity presented to you on a plate could baffle even the most intelligent minds in existence...Remember, Dr. Facilier, that no matter where you are, no matter what you do, you are bound to us by contract from actions that you yourself have both committed and enjoyed...

The doctor was silent as he looked up at the mask, and slowly began to understand what he was saying. He continued speaking as Dr. Facilier lended his ears.

'You're a villain, Dr. Facilier...An conniving, sadistic, and unforgivable villain...And this world, this Equestria, is tearing you apart at the seams...Once you die, you'll only come back here and pay your dues in kind...You were lucky to be saved by that white winged unicorn, but even SHE knew of your deeds...It was nothing but a mistake to revive you, knowing you'll simply return from whence you came. While your affection towards that mare of yours is genuine, it's nothing more than an infected cyst in your body that shouldn't even exist...This world, and everyone inside of it, is trying to do the impossible and change who you really are, and even they fail to realize that it is a meaningless effort...'

Dr. Facilier was staring up at the mask, and after hearing his words, he looked down and realized that it was indeed becoming a futile struggle to try and learn the Magic of Friendship, knowing that he was beyond redemption. But he thought of Fluttershy, and his spirits lifted a little. He turned back up the large mask and spoke "Ya said that I can go back to ya by choice, right?" The mask nods slowly, and the doctor continued speaking "Well, I ain't goin' yet..."

Every mask surrounding him gave grunts and growls upon hearing his words, and the Shadowman ignored it as he stated his reason "Y'all are right about me...I don' have a prayer when it comes to bein' rid o' you guys after what I jus' did, but once again, ya shoulda jus' asked me sooner and it would've been easier for me. That girl Fluttershy, she really does give me joy an' pride, an' that's sayin' somethin' comin' from a shady con like me...I ain't gonna turn back time an' hope for th' best unless y'all have that kind o' power, but right now, Imma enjoy, or at least TRY to enjoy th' moments with my girl back in that world full o' technicolor ponies...If it gets borin', I'll give y'all a ring..."

The giant mask was silent and gave a low growl upon what he had heard. The Shadowman really was defiant this time, but it wasn't really bothering him too much. He gave a dark chuckle at his words.

'If I had hands, I would be clapping...At least you have come to terms with who you really are...But remember, this new life given to you by that Celestia would be forfeit with how much longer you choose to spend it living a lie...Farewell...'

The masks began spinning as the rotating sky began going faster. The glass floor below him began to crack away like before, and it eventually shattered as he fell into the darkness. This time, however, he didn't yell in fear. He had an expression that appeared stoic, but was tinted with a mixture of realization of what he had heard, and resolve for his affection.

Dr. Facilier was now given two choices: Try and learn the ways of friendship, knowing it would be all for nothing, or cast his new life away and go back to hell, leaving behind the only living being that he ever shared affection with. All he could do was think as the rest of his slumber became dreamless...

End of Chapter 33

Chapter 34

Chapter 34

Bleak Dawn

The next day was met with a grey morning shower scheduled by the weather ponies in Ponyville, but it still marks a new day for the Shadowcolt. It was almost heavenly to know he was waking up next to somepony who he now cares for with all his heart for the first time, but the mood was lessened when he thought back to his second dream. Now he has to choose to live the rest of his days knowing his lessons would be forfeit in the end, or go back personally to spare himself the trouble of doing so.

Dr. Facilier, while acknowledging the harsh realization, did not want to give up all that he had acquired just yet. While it held its flaws and crazy moments, he had woke up into an almost perfect world where he didn't have to borrow magic and everypony inside (Almost everypony...) was friendly and giving. The doctor was happy to take advantage of such opportunities, but now he has come to know his affection towards Fluttershy and began to change more and more. Even the constant heartburn he was feeling over the days had become normal and welcoming to him.

He opens his eyes and turns to see his marefriend sleeping so peacefully in her bed, putting a smile on his face upon seeing her so content in her slumber 'That girl really knows how t' make sleepin' look good...'. The doctor gets up from the bed and quietly trots out of the room down the stairs, and as he trotted, his good mood began to waver when his mind began nagging at him. His shadow was slumping and donning a crooked frown with how much its master had went through so much change and how he was soon about to leave this world.

Dr. Facilier went into the living room and trotted towards his work desk and began his daily inventory check, making sure his potions were properly arranged. It became a liability to keep the bad potions he made for those he didn't like with how much this world has gotten to him, and this shocked even him when he thought about it. He really has gone soft during his time in Equestria, and it was as if his love for mischief was about to be lost forever. The doctor then turned to his dolls when all of his potions were in check.

The Shadowcolt had a neatly assorted collection of custom dolls that he had made from the base models he bought at the toy store. It had started out with a doll of Zecora, which was slightly beaten from all the times he had stabbed a needle in it, and now it was full of a majority of the ponies he was familiar with. They all lacked the hairs needed for voodoo, but were professionally crafted for their appearance. Twilight Sparkle, Rainbow Dash, Pinkie Pie, Applejack, Rarity, and even Fluttershy were crafted as dolls. He levitated the Fluttershy doll and brought it to his eyes, staring at it sullenly while his mind was still on his cruel fate. Was there another way out of this? Could Celestia somehow work her magic and make sure that Dr. Facilier could find paradise even after death? She is a goddess after all.

Before he could think this further, Fluttershy was found trotting down the steps and stopping at a nearby window to look outside "Oh dear...I forgot that it was supposed to rain today..." She watched drops of water pelt the glass, and then turned to face Dr. Facilier with a small smile "It's a good thing I have an umbrella for days like this. You wouldn't want to get that suit wet and upset Rarity, would you?" She gives a soft chuckle, then noticed the doll in his possession "Oh. Are you trying to improve your collection, Dr. Facilier? You don't really have to, seeing as how the doll looks nice enough...But, whatever you want to do is fine..." she shrunk a little. Her shyness hasn't left her even when the two were together. Dr. Facilier smiled at this, and for the first time in a while, he told the truth.

"I'm jus' thinkin' about stuff, baby doll.
I didn't really expect the rain to fall..."

The timid mare gave a cute yawn, and then trotted passed the doctor "Maybe we could talk about it when you get back...I'll get breakfast ready so you can try to make it to work early without much of this rain bothering you." She went into the kitchen, leaving Dr. Facilier with the doll he was levitating.

The Shadowcolt went back to staring at his doll and then the rest of his collection. Perhaps now wasn't the time to be so melancholy about his current position, even if the rain added to the mood. The doctor could go back to his 'friends' any time he wanted to, and that was enough to make his time with Fluttershy and the others last. He gave a smile, but was unaware that his shadow was showing the opposite. It was clear that Dr. Facilier's shadow wasn't too happy about going back to hell or the fact that its master was changing most of his ways inside, knowing his attempts at happiness were futile. The very concept of this happening was haunting.

Later, after eating a breakfast consisting of apricot pancakes and orange juice, Dr. Facilier took the umbrella offered by Fluttershy and trotted off into town for another day at Ponyville Clinic with his potions. He looked up at the sky and observed how the grey clouds blocked out Celestia's bright sun with their bleak coloring. It really did add to his mood with how much longer he looked up, and he did not notice that he bumped into somepony. The Shadowcolt closed his eyes and tipped his hat in apology.

"Sorry about that, I wasn't lookin' ahead...
If you'll excuse me, I need t' tre-"

He opened his eyes and they widened to see that he bumped into a familiar zebra mare, only she was wearing a cloak. Zecora gave a glowing glare from under her hood at the Shadowcolt as the two stood in the rain, and it slighty startled Dr. Facilier. This was the first time he ever saw her look so menacing, and it was surprising to realize that she was as friendly as everypony he has met so far. The two locked eyes for a couple more minutes in silence, and then some of Dr. Facilier's mood returned as he broke the ice.

"Well if it isn't my little striped pet?
It's been so long since we've last met."

Zecora's glowing eyes narrowed as she responded with a remark of her own.

"You have nerve to speak that way once more.
The words you utter towards me are poor..."

Dr. Facilier rolled his eyes, not wanting to deal with this kind of crap in the morning when he had work to do. He tipped his hat to Zecora once more and trotted passed her, giving his parting words.

"As much as I'd love to toss some words,
This petty argument is for th' birds.
I gotta go tend to the sick today,
So see ya later, have a nice day..."

He never thought he would speak those words to his arch-enemy while walking away from her and leaving her befuddled. Zecora observed the Shadowcolt trotting off towards the clinic, tilting her head in confusion. She then leaned her head forward and narrowed her eyes as if she were spotting something microscopic, and then gave a small gasp as she spoke to herself.

"His traits of evil are faint in glow.
How this is possible, I do not know...
But I must be weary if he were to plot
A plan that would leave all of Ponyville fraught..."

She trotted back to her hut, pondering the motives behind the doctor's change of behavior.

Dr. Facilier finally reached his destination and gave a small sigh as his he pushed the door open. Walking inside, he noticed that no one, not even the receptionist, was inside the lobby. This led him to the conclusion that he arrived a little too early after finishing breakfast. Punching in his timecard, he made his way to the employee hallway and trotted towards his workroom. He opened the door, and was met with an explosion of confetti and party noises, launching him back into a wall as he stared at the display in front of him.

He bared his teeth and glared when he noticed Pinkie Pie hop out of Dr. Facilier's workroom with a grin on her face "Morning, Dr. Fa-silly-a! Sorry about this happening on such short notice, but a thought occured to me! You saved Fluttershy when we couldn't, she really loves you, and you seem a lot nicer according to what's been read by the others so far! That's when it hit me: Why didn't I throw a party? I mean, sure we went to the club last night, and it was pretty good there, but that all happened before you saved Fluttershy! Also, with what went down last night, it couldn't be right to throw a party when the club was torn up and so late! Unless you're a nocturnal kind of zebracorn! Are you a nocturnal zebracorn? ANYWAY, I figured I'd throw you a morning 'My friend just saved my best friend from certain death' party before you begin your work day!" She continued talking, and did not notice the low grumble escaping the Shadowcolt's lips.

As he hung on the wall, Dr. Facilier noticed Nurse Redheart treading in the hall towards him with a sheepish grin on her face "Sorry if this startled you greatly, Dr. Facilier, but Pinkie Pie insisted. I heard you were caught in the midst of the local nightclub coming apart from a small accident, and I was more than impressed to hear that you saved Fluttershy. You really are a hero." She added the last part with a brightened tone with a smile to match.

The Shadowcolt never thought he would get this much recognition for his deeds, and even noticed the other doctors and nurses trotting over with smiles on their faces. It was clear they were in on Pinkie's party plan, and with a sigh, he pulled himself off of the wall and landed on all fours. Looks like he was going to enjoy a minor set of festivities before getting back to his duties as a doctor. The upside to this is that it could take his mind off of what has been bothering him constantly.

After two hours of tasting sweets and mingling with his coworkers, Dr. Facilier took down all of the decorations that Pinkie had placed in his workroom. Streamers, doilies, and a banner saying 'You're changin', you're changin', you're changin' inside!' was not what he wanted to stare at while he was busy with his job. Compacting the decorations and tossing them in his own trash bin, he went back to inventory check as his day began.

While he was working, a door opened to show Twilight trotting inside with a smile "Hello, Dr. Facilier! I hope you don't mind me walking in like this without an appointment. Is it okay if I talk to you?" Well, this was a first. Somepony simply waltzing into a workplace and wanting to make small talk with workers while they were busy. Then again, who came to the Shadowcolt yet? Giving a shrug to the lavender bookworm's request, he spoke.

"Sure, I don' mind, but make it quick.
I gotta make sure t' help th' sick."

Twilight nods "Okay, and thank you. I heard about what you have done last night, and I couldn't be more thrilled about the news! Sorry me or the girls couldn't make it to the party, but you know how busy we are in the morning, right?" She gave a small grin. "Anyways, I never imagined something like last night could happen like this, and that you would risk your life for Fluttershy! I'm proud to call you my student in learning friendship!" She stopped herself and chuckled "Look at me, I sound like Princess Celestia!"

Dr. Facilier shook his head slowly with a smile, amused at how Twilight gushes at the thought of him learning so quickly. He only wished that his acheivements could have meant something in the end.

The lavender bookworm then continued "Well, the rain is supposed to clear up around the afternoon, and some of the folks in Ponyville are trying to pitch in bits to repair the club. Maybe afterwards, you could join me in a small study session at the library to help with your lessons! I'm sure Fluttershy wouldn't mind."

The doctor looked down and wondered if it actually was a bad idea, given his predicament, but then stopped and realized his mood. It had occured to him that ever since he woke up he had been in a somber mood. Zecora and Pinkie were the only two so far to snap him out of his melancholic trance. He shouldn't let his 'friends' get the best of him when he himself declared his love for Fluttershy and his freedom to go back whenever he wanted. He perked himself up with his new-found will and smiled at Twilight.

"Sure thing, Twi. I'll visit your place.
It'll help me learn at a quicker pace."

Twilight beamed at Dr. Facilier and hopped up "Oh, I'm glad to hear it! I better head back to the library to check on Spike. See you soon!" She trots out of the workroom happily, looking forward to her first study session with somepony around.

Dr. Facilier noted the expression on Twilight's face as a reminder that perhaps he should brighten his own mood even if he was bound to leave sooner or later. He goes back to checking his potions while waiting for his patients to come in, knowing that despite the slow business, he was going to have a long and busy day with Twilight, Fluttershy, and the rest of Ponyville.

End of Chapter 34

Chapter 35

Chapter 35

Fading Embers

After his day of work at Ponyville Clinic, Dr. Facilier joined Twilight and her friends along with most of Ponyville to repair the damaged night club. This time, it was easier to repair other than the Town Hall because everypony involved with the establishment, including Vinyl Scratch, pitched in some of their money for damages. The process was going along swiftly with how the unicorns were easily handling most of the work, from clearing the debris indoors to holding up the parts needed to be repaired. The pegasi helped with the repairs on the upper reaches in and outside of the club, while the earth ponies took care of the lower reaches with their own tools.

Dr. Facilier, while making the best of his time, did not feel up to repairing something that was not even his fault to begin with. But then he remembered he was working with Fluttershy, and even took the time from working to see her handling the upper reaches of the night club. He never thought he would feel such affection for the timid mare, especially after the passionate kiss that they shared last night before bed. The Shadowcolt was about to daydream, until Rainbow Dash snapped him out of his thoughts.

The cyan pegasus was hovering next to Dr. Facilier and smiling "Hey, Doc! Like what you see?" She chuckled as he noticed how he was staring at Fluttershy. The Shadowcolt blushed and looked away, but then remembered he was holding up a piece of wood for one of the earth ponies. He focused his magic as he spoke to Rainbow Dash.

"I cannot lie when I see her face
An' feel so good as she moves with grace..."

Rainbow Dash chuckled "Sheesh, in that case, you should probably write her a love poe-WHOA!" She dodged a lightning bolt that grazed her tail and Dr. Facilier's hat, and then glared up to the sky "Not again, Derpy!" Up on one of the clouds over the club, Derpy Hooves was jumping on a cloud while the rest of the ponies were busy with repairs. Rainbow flew up to her with an irritated look on her face "Do you always have to do this when we're in the middle of fixing something??"

The wall-eyed pegasus only stared at the building and then went back to hopping "I just don't know what went wrong!" With each hop, the cloud crackled with thunder and lightning until Derpy got shocked herself.

Dr. Facilier felt his hat and looked up at the two, chuckling a little as he was distracted by his job, but then the earth pony repairing the wall he was holding cleared his throat loudly with a glare. The doctor tried to glare back, but he couldn't gather the strength. This was beginning to grow wierd to him. Could he only feel the need to glare at Zecora and Pinkie whenever he encountered them? While this thought needed to be figured out, the Shadowcolt went back to holding up the wall with his magic.

Time passed with the repairs, and it was in the evening when the club was mostly repaired. Everypony present thought it would be best to wrap it up tomorrow as they dispersed back to their usual business. Others simply retired to their homes for a desired rest. As Dr. Facilier watched some folks leave, he was met with Fluttershy hovering down towards him and nuzzling him "Isn't it nice to know how fast we've worked on this place? You've done a wonderful job today, Dr. Facilier..." She gave her coltfriend a loving smile, to which the doctor returned in kind.

Twilight trotted towards the happy couple, earning their attention in the mix "Hey, you two. Good to see you both together like this!" She turns to the Shadowcolt "So, Dr. Facilier...What say we head on over to the library so we can begin our study session? Sure, it's a little late, but I can't wait to get started!" She beamed at the Shadowcolt, who nodded in response.

"Yeah, I'll come to your house like I said.
You probably have loads o' knowledge for my head."

Fluttershy turned to Dr. Facilier "In that case, I'll be waiting for you at home. I have to make sure the animals are properly fed. Oh! But don't worry, I'll be sure to make you a nice dinner once you return." She said as she gave the doctor a kiss on the cheek and began her trek back to her cottage.

Dr. Facilier felt his cheek with a hoof and gave a goofy smile, while his shadow merely made a gagging and retching gesture. The Shadowcolt was out of his element today, and this was turning into something that should not have happened to begin with.

Twilight then caught the doctor with a teasing smile "You okay there, lover boy? Come on, we got some studying to do!" She said as she began to trot towards the library. The Shadowcolt snapped out of his little trance and followed the lavender bookworm to her home. His shadow donned a crooked scowl as it followed his master.

When they reached the library, they went inside to find Spike challenging Twilight's pet owl Owlowiscious to a staring contest. The purple dragon was narrowing his eyes in a determined glare while the owl was simply staring back with an unchanging glance. The heated battled did not last, though, as Spike began to crack under the pressure of keeping his eyes open. His eyelids trembled worse each second until he finally blinked and roared in anger "Darn it! That was the second time I lost to you, you darn owl!"

Owlowiscious only hooted in response "Who?"

Spike pointed a claw and glared "You know who I'm talking about, birdie!"

"Who?"

The purple dragon yelled "Stop doing that! I'm talking about you!"

"Who?"

Spike facepalms and groans "I give up..." he then perked up to the sound of his older sister chuckling at his defeat, and turned to see her with Dr. Facilier at the door.

Twilight ceased her small fit of laughter and smiled at her assistant "Don't be so sad about your loss, Spike. After all, third time's the charm, right?" She then turned to the Shadowcolt "C'mon in and get comfortable, Dr. Facilier! I'll get the books ready while Spike fixes us some tea!" She gives Spike a nod and he made for the kitchen while Twilight trotted over to her bookcases and scanned each book meticulously to figure which one would be best suited for tonight's session.

Dr. Facilier trotted to a couch and laid down as he watched the lavender bookworm make a small pile of books that slowly increased by the minute. He chuckled to himself, but then felt something tug at his suit as he looked down to his shadow, who carried the same crooked scowl from before 'The hell's he so mad about??' He thought to himself, and he watched as the shadow pointed to the nearest mirror in the room.

The Shadowcolt turned to see a reflection of himself, and then turned back to his shadow with a raised eyebrow. His shadow pointed to the mirror once more, and Dr. Facilier indulged in another glance with reluctance. This time, he took the moment to actually look at himself and slowly take in what his shady partner was trying to say. He stared at himself, knowing how much he has changed since his time in Equestria. The doctor wasn't himself today, and even though the change appeared good towards the other ponies, it felt slightly wrong to realize that this world was actually taking over his mind.

But then he remembered his predicament, and more conflict arose within himself. He also remembered the giant mask's words ever since his dream last night:

'You're a villain, Dr. Facilier...An conniving, sadistic, and unforgivable villain...And this world, this Equestria, is tearing you apart at the seams...Once you die, you'll only come back here and pay your dues in kind...You were lucky to be saved by that white winged unicorn, but even SHE knew of your deeds...It was nothing but a mistake to revive you, knowing you'll simply return from whence you came. While your affection towards that mare of yours is genuine, it's nothing more than an infected cyst in your body that shouldn't even exist...This world, and everyone inside of it, is trying to do the impossible and change who you really are, and even they fail to realize that it is a meaningless effort...'

While he seemed to almost change completely, the mask was right to know that it couldn't be done to make a villain change his ways so easily just because he was reborn into a new world with a second chance. Dr. Facilier had a mind to talk to Princess Celestia about this, but then Twilight trotted over to him "I got the books! Let's get started, shall we?" She slammed a large pile of books onto the coffee table, grabbing the Shadowcolt's attention as he stared at it with wide eyes 'THIS is one o' her study sessions!? She's about as crazy as Pinkie!'

Spike came back inside with a tray consisting of a teapot and two teacups. When he spotted the large pile of books, he shot Twilight a look "Really, Twilight?? I know you two like to study, but he has a marefriend now! He'll probably have to sleep over if you're going to cover each one!"

Twilight wanted to remark Spike in a defensive tone, but then she looked at the books and how Dr. Facilier reacted towards them. Upon hindsight, this was too much for somepony like him, and the lavender bookworm chuckled in embarrasment "I guess you're right. Maybe we can see what we can cover tonight and you can make your way back to Fluttershy's. Knowing how close you two are, I wouldn't want to upset her if I had you all to myself." She chuckled at her own joke, and her assistant mentally facepalmed at it while he walked towards the two ponies and set the tray on the table.

Spike was kind enough to pour the first cups of tea for Twilight and Dr. Facilier as they cracked open their first books and began to study on terms involving the Magic of Friendship. The Shadowcolt was thankful to know he wasn't going to study the entire pile of books, especially since he already has things on his mind. Perhaps he was wrong when he was trying to make the best of his day despite his situation. He gingerly sipped his cup of tea and read the book he levitated with his magic entitled 'Starswirl the Bearded's Guide to Friendship', knowing that this was going to be a long night.

As the moon was high in the sky, Dr. Facilier took his leave after tenuous hours of friendship study. He counted himself lucky that he didn't have to write a friendship letter afterwards, considering that not only was his session exhausting, but that he would probably get agitated with what Celestia might respond to him. He didn't want to see a picture of that grinning face again.

While the Shadowcolt was walking, he felt another tug at his suit and looked down at his shadow. Like last time, it carried the same crooked scowl. Dr. Facilier looked around to see that the streets were deserted, and then he turned back to his shad partner.

"It ain't like you t' sulk and pout.
Your attitude, I can do without."

The shadow pointed at its master and then made a stomping gesture. It then transformed into a shadow of Fluttershy trotting in place, then falling down dead on her back. Changing back into its original form, it went back to the shadow scowling at its master. Dr. Facilier groaned and spoke to his shady partner again.

"I love 'er, alright!? What's wrong with that?
Y'all can't be actin' like a spoiled brat!
I'm already filled with enough unease,
But I can go back whenever I please!"

His shadow jumped up and down, resembling a child being difficult. It clearly wanted Fluttershy dead so it and its master could be free from the clutches of both their friends, good and bad. Dr. Facilier could only facehoof at this and try to talk some sense into his best friend.

"I have enough to deal with, in terms o' my head!
I jus' wanna go eat and move on t' bed!
The day she kicks it is when pigs fly!
There's no way I'm gonna let that timid mare die!"

The Shadowcolt counted himself lucky nopony was there to see him argue with his shadow on the battle within himself. He already had enough to deal with in terms of being aware of his ever-growing change and the fact that he is in love with one of the Elements of Harmony. To see that his own shady servant acting so abhorrent to his interests was sickening, but he had to go home so he can think of the matter properly. He continued his journey while his shadow followed with a crooked frown on its face.

When he reached the cottage, he slowly opened the door so he wouldn't wake the animals inside. The doctor saw no sign of Fluttershy anywhere, making him wonder if she was taking a bath or already in bed. He trotted over to the kitchen to see what she had made him for dinner, feeling peckish after a long period of studying with Twilight. The Shadowcolt took notice of a pot on the stove and levitated the lid on it to see what was inside.

It was an appetizing tomato bisque, and it was still a little warm. The liquid's scent enticed Dr. Facilier to grab a bowl from the cupboard and the nearest ladle to scoop himself a good helping of it. He made his way to the table and properly ate the finely-crafted soop with a spoon, sipping the content and savoring its flavor 'Boy, can that girl cook...' The Shadowcolt never tasted anything so wonderful in his life as both a human and a pony.

When he was finished, he trotted upstairs so he could clear his mind with a bath. He then noticed the lights were on behind the closed bathroom door. Looks like he was right about the timid mare on the former. The upside to this was that it gave him some time to think before actually resting. He trotted to his room and hopped onto the bed were he sat on his haunches and took the moment to reflect on all that had happened, leading up to his current status. Not even realizing Fluttershy was around, he spoke to himself as he thought about his actions.

"Looks like this place really is makin' me change,
But the fact that it's meaningless is very deranged.
There has t' be another way around this thing
So I can enjoy my life without worrying..."

He gave a deep sigh as his shadow stared at him, then quickly snapped its head towards the doorframe as it heard hoofsteps. When the sound reached him as well, he noticed Fluttershy trot in with a look of worry on her face "Dr. Facilier...I-Is something wrong??"

Back then, Dr. Facilier could lie to Fluttershy without even trying, but as he looked at her, it was hard to even come up with a proper lie to keep her off track. While he was compelled to confess to his marefriend about his troubles, he didn't want her to know about his past life of villainy and hope that she could look past it despite her being kindness incarnate. Then he remembered his time with Twilight and decided to use that as a twisted truth.

"Twilight can really wear me out.
Her passion for books is beyond doubt."

Fluttershy gave a soft giggle "Oh, is that all? Well, Twilight does enjoy books of all sorts...Well, except for comic books. I figured she would like those, even if they aren't all that good to read. But, it was good to know that you know more about friendship thanks to her. You could possibly be a better stallion in no time!" She then paused and blushed "I mean...you already are the best stallion..." She shrunk in her mane, showing a smile "To me, of course..."

Dr. Facilier saw this and chuckled at her bashfulness. He never thought somepony like her could fall for him like this, even if he did save her life in a fit of mental conflict. Remembering his bath, he hopped off of his bed and trotted over to his marefriend and kissed her on her forehead.

"An' your th' best mare I've ever did see...
You really do mean a lot t' me...
Now I better go on and wash my body
So I won't appear all broke an' shoddy"

Fluttershy nods "Oh, okay then. I'm just going to get ready for bed with how late it's getting. I'll be waiting for you, though, so don't take too long..." She winked at him as she trotted to her room.

The Shadowcolt only shook his head with a smile 'Hehehe...I'll bet she ain't that innocent...' He then went to the bathroom where he took a short bath and thought about his problems further. With what has been going on in his head, he felt it as best to personally write to Princess Celestia about this matter tomorrow. His shadow still showed a disapproving frown while its master waded about in the warm and soothing water.

When it was over, he climbed into bed with his marefriend and the two shared a small kiss before going to sleep "Good night, Dr. Facilier..." Fluttershy uttered to Dr. Facilier as they both closed their eyes. Sadly, the Shadowcolt wasn't all that tired, knowing that he still had a lot to think about, and that he knew who was waiting for him once he falls asleep.

'It's like I'm bein' pushed in a corner...'

End of Chapter 35

Chapter 36

Chapter 36

Guidance

Dr. Facilier was trotting in a field with Fluttershy, enjoying a good day off from working at the clinic. He gave the fresh air a good whiff and exhaled with relaxed joy as he moved with his marefriend side-by-side and examined the amazing scenery in front of them. His shadow was frowning the whole step of the way, loathe to believe its master couldn't just kill her soon enough.

Fluttershy giggled and galloped further along the given trail and Dr. Facilier chuckled as he decided to give chase. It started out slow with the two of them running, but the timid mare began to pick up her speed as if she were in a race. This confused the Shadowcolt, but it didn't matter as he tried to catch up with her.

It became shocking to the doctor now, seeing as how Fluttershy was galloping faster and moving out of his sight. He never expected her to run this fast like this, but he didn't want to lose to her like this. Once the timid mare was out of sight, he summoned the strength to move faster and carried on with the wind blowing in his face.

The Shadowcolt ran for what seemed to be three minutes until he noticed the trail began to dissipate into the fresh green grass on the fields. At that moment, he lost all of his energy from the run and stopped to catch his breath 'There's no way that mare can run that fast! She ain't even the athletic type!' He wiped the sweat off his brow with a hoof as he shut his eyes. When he opened his eyes, he spotted Fluttershy standing a small distance from him with her entire body turned away from the doctor.

Dr. Facilier tilted his head and wondered what Fluttershy could possibly be staring at up ahead as he trotted towards her with his regained energy. He stopped just behind the timid mare, thinking he got her attention from his arrival and tried looking forward past her to see nothing but more grass and blue skies. The Shadowcolt raised an eyebrow and then spoke to Fluttershy in question.

"Hey, Fluttershy, mind tellin' me
Exactly what I'm supposed t' see?"

He waited for a response, but all he got was silence from the timid mare as her head was still turned away from the doctor. This was new to him. Normally she would be quick to reply to the Shadowcolt in a hearbeat, but the timid mare stood still and did not acknowledhe him. Slightly confused, he spoke again.

"Y'all alright, darlin'? Why won't ya talk?
Earlier you wanted to run, rather than walk."

Still no response. This was beginning to get wierd for Dr. Facilier to engage in a lovely chase with his marefriend only to find her stop and stand like a statue, staring at something ahead that he cannot see. He wanted to trot to her face and speak with her, but he felt it better to try and get her to move with his words once again. After all, third time's the charm, right?

"Flutters, you're givin' me some bad unease.
Would ya jus' turn around an' talk t' me, please?"

The Shadowcolt was met with the same results once more, irritating him a little to think that his own loving marefriend would ignore him like this. But it didn't last long as a hissing voice that grew slowly in volume made the doctor's ears perk up. He looked left and right, then down to his shadow, who showed a crooked smile and began to vanish in a mist.

When the hissing voice was at a good volume, he looked back up to see Fluttershy in the same position. Was she paralyzed because there was a giant snake or lizard nearby? No, then she would take care of it easily. She owned plenty of them at her home. Wanting some answers, he raised a hoof out to Fluttershy to tap her on the shoulder, only to have her turn her head back to the doctor and make him scream and jump back.

He expected to see the face of his marefriend, but instead, her face was covered completely by a miniature version of the large mask grinning his teeth "Peek-a-boo..." His and Fluttershy's voice were mixed as they spoke, and the mare turned her body to face Dr. Facilier, who was shaking out of his wits to see this happening.

Dr. Facilier began backing away as the masked Fluttershy slowly advanced on him, shuddering in fear as he stared at the mask's glowing eyes. This made the mask grin wider "What's the matter, doctor? Am I not too pretty for you anymore?" She spoke in a sadistic and mock-saddened tone "Don't you wanna hold me and love me forever and ever for the rest of your pathetic life?" The more she advanced, the more the doctor backed away as he began to sweat bullets.

Soon, the two stopped as the masked mare sighed "You're right...Maybe I should change my look..." She began to laugh as her body, along with the scenery around the two ponies began to melt like fast-burning candles. Soon the multi-colored slime seeped through the floor to reveal the same old dream environment Dr. Facilier stayed in for the past two days. The Shadowcolt was on his haunches as he watched the vibrant scenery vanish, and shrieked as his marefriend's body was lost as well, leaving only the small mask floating in the air.

The mask then quickly grew larger in size and leered down at the doctor with glowing green eyes as the grin on his face left, then opened his maw and gave a loud roar, launching out several dark glowing dots in a circle to reveal smaller masks leering at the doctor. Dr. Facilier looked around, and then back up at the giant mask, who gave a satisfied sigh and spoke in his regular voice.

'Much better...It was fun to torture you, but I just couldn't stand being in that impudent body you so happen to love so much...'

This made Dr. Facilier glare at the mask with anger. Normally, he would cower at his sight, but he wouldn't let someone like his own master insult something that he cared about aside from his shadow. The mask then gave a disgusted scoff.

'Then again, when I look at you like this, it's hard to take you seriously...Here, let me help you...'

The mask then opened his maw for a large inhale, and then blew out a green mist that surrounded the Shadowcolt and instantly turned him into his human form. The doctor found himself sitting on his behind rather than on his haunches like before, and he examined himself quickly before going back to glare at his master.

'There we are...a much acceptable form for you, even if you're still an eyesore...Now, about your day...Did you learn anything 'friendly' from your little herd of cattle?? If anything, your shady partner isn't too happy with your latest screw up in the past...'

Dr. Facilier got up on his feet and dusted himself before crossing his arms and looking up at the mask "My partner can get jus' get over it! Y'all already got the memo earlier! An' like I said, If ya had the power to turn back time, I'm waitin' right here! Why do ya wanna bother talkin' to me, knowin' damn well I made up my mind!?" He never thought he could be able to talk down on his own master in a fit of rage, but it proved to be meaningless with how it wasn't affecting the mask.

'Because even we need to be rid of our boredom, doctor...And soon enough, you'll grow bored of your new life. Tell me...when was the last time you've done anything exciting ever since we've last spoken??'

This was a good question. Ever since yesterday, Dr. Facilier felt like he was losing his touch at villainy. But in hindsight, he wanted to learn the Magic of Friendship beforehand so he could be rid of his 'friends' and still keep his villainy. But the longer he stayed with Fluttershy and her friends, the more different he became "Th-...That's not importa-"

'Oh, please, doctor...Even WE can notice that you haven't even used a single one of your 'special' potions on any of the town's residents...That's utterly disappointing, if I do say so myself. Aside from a few small crimes, this world is taking away your true essence and passion...Do you still see yourself with these multicolored nuisances knowing you're future is grim? Are you that much of a moron, or are you just trying to fill yourself with false hope?? If it's the latter, I give it two months tops...'

Dr. Facilier pointed a finger and went to go rebuttal, but then drew it back when he was reminded of the futility of his new life's prosperity. He just had to remember that no matter what he'll do, the doctor will end up back in hell. He felt defeated, until he perked up at a thought "Celestia!" the mask gave a questioning grunt "Princess Celestia! Th' same mare that pulled me outta my little bind! If she can take me away from hell, she can keep me away from it completely!" He grinned with joy, finding solace in his new idea on contacting the sun goddess herself to see if there was a way to sort things out. The mask only scoffed at his words.

'You honestly think that Celestia would have that kind of power? To simply cut the binds you yourself have made with us? Don't make me laugh, doctor...I'd expect you to ponder this situation of yours more critically...But then I'd be giving you too much credit...'

The Shadowman scowled at his master and pointed a finger once more "Jus' you wait an' see, big man! I know that princess can get me outta this whole thing, an' I won't have t' see your face again even IF I die! I already have enough of a good time with my girl, and if Celestia happens to work her magic, then I'm already th' luckiest man alive!" He flashed a smug smirk on his face, confident on Celestia's abilities in helping him out, but his smirk faded as the giant mask began to chuckle.

'You really do know how to entertain us, doctor...Even if it involves your incessant jabbering. I won't even have to tell you what she'll say once you reach her...'

Dr. Facilier raised an eyebrow at his master "The hell's that supposed t' mean? Am I missin' something, or are y'all jus' messin' with me like always?" The mask only grinned at this.

'I'll follow the Pink one's example and not spoil it for you...This audience is over. Your words only fuel me with excitement on your failure in trying to make a new life for yourself. Have fun, doctor...and remember...we'll be waiting for you...'

The mask's laughter echoed into silence as the environment began to crumble into darkness.

Dr. Facilier woke back up in his pony form once more and noticed that it was morning as the sunlight peered through the window. He sighed in irritation upon having to deal with his 'friends' tormenting him on his troubles within himself, but his irritation left as quick as it came as he heard Fluttershy stir from her slumber.

He turned to watch her wake up with the cutest yawn, and then gave a tired smile to the Shadowcolt after opening her eyes "Good morning, Dr. Facilier...did you sleep well last night??" Just her presence alone was all he needed to forget about his troubles and smile once more, but then he remembered what he had to do today. He stretched his limbs and replied to his marefriend.

"I slept like a baby, thanks for askin' me.
Wakin' up next t' ya, I feel great as can be..."

Fluttershy giggled at his rhyme and gave him a soft nuzzle before hopping out of bed "I better go tend to the animals. I'll make you something to eat once I'm done outside. You might want to get ready for another long day at work, Dr. Facilier." The Shadowcolt nodded in response as he hopped out of bed himself and trotted down the stairs with the timid mare.

The two reached the living room and parted ways as Fluttershy went out the front door to the animals in her yard while Dr. Facilier trotted to his work desk and checked his inventory once more. As always, he separated his good potions with his bad ones and took the time to check out his collection of crafted dolls. Turning back to his bad potions, he wondered if he should just get rid of him knowing how right the mask was. He hasn't even used on on Vinyl Scratch yet, and he still despises her music. The Shadowcolt gave a sigh at this thought, but he dismissed it knowing who to talk to about his problem.

A half hour later, Dr. Facilier and Fluttershy enjoyed some toast and jam before the doctor trotted out for another day of work. He looked up at the sky to see it look like the exact opposite of yesterday, showing the sun shining brightly in the sky. Meanwhile, his shadow was still pouting about what its master had said last night, and wondered if there could be a possible way to coerce him into getting back into his groove. When they reached the clinic, they punched in their timecard and began their daily shift.

Business was slow in the clinic, and the Shadowcolt hasn't even seen hide or hair of the cloaked pony that has constantly visited him 'Hm...Musta finally cured that mental truama o' hers...'. But despite the slow pace of appointments, the work day flew by like Rainbow Dash on a good day. When he noticed that the remaining repairs for the club were easily handled by a small group of volunteers, he was at ease knowing he wouldn't have to get involved. This was good for the doctor since he had a lot on his mind at the moment: His life, how he would live it, Fluttershy, and Celestia. Celestia! He remembered his task today as he decided to make a small detour to the library before going back to Fluttershy's cottage.

Once he reached the library, he made his way inside and spotted Twilight reading a book at the table containing a wooden bust of a unicorn's head. Dr. Facilier beamed at the thought of his well-laid plans of freedom being set into motion as he trotted over and caught the lavender bookworm's attention.

"Hey there, Twi! Good t' see ya today!
Can I ask y'all a favor, if I may?"

Twilight looked up at the Shadowcolt and smiled "Oh, hi there, Dr. Facilier! Of course I can help you! Do you need another book?? I can show you my latest shipment of fiction novels I know you'll enjoy!" She got up and trotted to the nearest bookcase and began sifting through each book. The doctor was unamused at the thought of Twilight assuming he wanted another book, but it was expected with how much she enjoyed reading. He trotted to her side and stopped her search with a hoof.

"It's not a new book I'm wantin', Twi.
Is your dragon Spike anywhere nearby?"

After his question, he heard a faint flushing sound, followed by the purple dragon coming out of the bathroom with a satisfied sigh. He then noticed Dr. Facilier and waved "Hey, Doc! How's it going?" The Shadowcolt beamed and quickly trotted up to Spike with a wide grin.

"Jus' th' dragon I wanted t' see!
I need you to send a letter for me!"

Spike scratched his head "What, did you learn something about the Magic of Friendship already? I never really expected you to learn so much since you're so busy working all the time. Well, do you have it written yet? I can send it to Celestia in a giffy!" Dr. Facilier shook his head in response to his second question and then turned to Twilight with a smile.

"I'll need t' borrow a parchment an' quill.
Also some privacy, if ya will?"

Twilight raised an eyebrow at his last request, wondering why he was acting so shady about writing a letter to the princess "Is there something you're not telling me, Dr. Facilier? Why do you want privacy for a letter to the princess?" Twilight then smiled "I'd love to hear about a lesson you've discovered today!" The Shadowcolt sighed inwardly at his predicament and wanted to beg for his request of privacy, but he knew that the lavender bookworm was all too eager to hear about how her 'student' came to learn another lesson on friendship today. Looks like he'll have to make up a lesson if he was going to send his letter without a hitch. When Twilight levitated the desired items to Dr. Facilier, he got started as he jotted down his letter and spoke out loud for her and Spike to hear:

Dear Princess Celestia,

Today, I learned that sometimes you should turn to the ones you hold dear in your time of need.

When there are certain dangers in your life that choose to torment you while you're enjoying yourself, it's not the right decision to face them alone, especially if the situation's beyond your hooves.

I could never ask for a better teacher like Twilight Sparkle to help guide me on the road to friendship as I enjoy my life in Ponyville, even if my learning pace can be slow and steady sometimes.

In conclusion, I should know better than to forget that I am not alone in this world, and that I have friends who I can rely on for even the most arduous problems presented to me.

Sincerely yours,
Dr. Facilier

P.S: Can we talk at your place, please?

The Shadowcolt quickly scribbled in his last sentence without speaking it and rolled up the scroll as he presented it to Spike. The purple dragon then took the scroll in his claws and blew a stream of green fire that sent the note away to Canterlot. Dr. Facilier sighed to know that his letter went along smoothly and went to go thank Twilight until she spoke to him "Well done on your newest letter, Dr. Facilier! I'm flattered that you think so highly of me as your teacher!" She giggled, and the doctor played along with a smile. He then spoke to the lavender bookworm.

"Thank ya kindly for your help, miss.
I jus' hope my letter's good for the princ-"

Suddenly, Spike's cheeks puffed up as he held his mouth, and then gave a loud belch as green fire poured from his mouth and revealed a wrapped scroll from the disappearing flames. Dr. Facilier was surprised to see this for the first time, and then noticed Twilight picking up the scroll "Huh...I never expected the princess to reply so quickly like this." She levitates the scroll to the Shadowcolt "I'll bet she's thrilled about your discovery as much as I am!" Ignoring the fact on how naive Twilight was, he took the scroll with his magic and unfurled it to reveal the message.

Dr. Facilier,
I see that you have made yet another endeavour in your lessons on the Magic of Friendship. Once again, you have made me proud as a ruler.

To hear you speak so highly of my faithful student reminds me of how much she thinks of me during her everyday life, and it's so hard to imagine you as a second Twilight when I already imagine you as a second Pinkie.

Aside from your lesson, I would be delighted to have you come to my castle for an audience. It would be nice to hear from your experiences personally.

I shall wait for your arrival tomorrow, and I look forward to our little meeting.

Sincerely,
Princess Celestia.

Twilight peeked at the letter and smiled "She's inviting you to the castle? This is wonderful! You'll get to talk more with Princess Celestia and possibly learn more about frienship with her help!" While Twilight was thinking about the doctor's lesson plan, Dr. Facilier was thinking about Celestia granting him the proper freedom he desires and smiled to himself just thinking about it. Snapping out of his thoughts, he turned to Twilight and thanked her for her help before leaving the library.

Later, when Dr. Facilier was back at the cottage, he shared the news to Fluttershy and she couldn't be more happier with what she had heard "Oh, that is so good to hear, Dr. Facilier! I wish I could go with you to Canterlot..." She paused, and then gasped at a thought "Oh dear! What will you do about work tomorrow??" The doctor chuckled and set the timid mare's mind at ease as he kissed her forehead.

"I'm sure Nurse Redheart wouldn't mind me skippin' a day.
This is the princess we're talkin' 'bout. Not much else t' say."

Fluttershy blushed a little and nodded "Oh, I guess you're right..." She looked up and smiled at the doctor "At least it's good to know that the princess is taking a liking to you and is impressed with what you have learned. I'll be sure to let Nurse Redheart know that you'll be going to Canterlot tomorrow to save you the trouble." She gave her coltfriend a nuzzle as he returned it himself.

"Thanks, baby doll, I appreciate it a lot.
I can't wait to head over t' Canterlot."

Fluttershy smiled and gave Dr. Facilier a small kiss on the lips before trotting into the kitchen "Could you help me get dinner ready please? I-I mean...I would appreciate it if you would help me. But whatever you want is fine..." The doctor didn't have much else to do, and he was full of energy knowing that he'll get some help from Celestia tomorrow. He trotted to his marefriend's side with a spring in his step and flashed a charming grin.

"Don't you worry your head, Fluttershy.
I'd be happy to help an' give cookin' a try."

Fluttershy smiled at this and the two trotted into the kitchen and prepared their meal. Dr. Facilier felt it was a good idea to go for daisy salad as a dinner since he hasn't had that in a while, and the two made it effectively in less than an hour. They enjoyed their meal and had a small conversation on the animals, much to Dr. Facilier's chargin on how he was aware that they hated him.

As nightfall hit, the two got ready for bed and shared a small kiss before going to sleep. Dr. Facilier was wide awake as he thought about how Celestia would handle his problem. Smiling at the possible scenarios, he couldn't help but give a quiet chuckle to realize how lucky he was to end up in a world where magic didn't have to be paid for. Tomorrow, he was going to visit the princess and receive the help he was looking for. He already felt confident in going to bed and awaiting his 'friends' if they ever decide to penetrate his dreams.

End of Chapter 36

Chapter 37

Chapter 37

Celestia's Word

To sleep well was one thing, but to wake up from a dreamless sleep was something else. Dr. Facilier's 'friends' didn't bother to invade his mind during his slumber last night, and this was both surprising and confusing. He rose from his bed and gave a yawn, followed by a few stretches until he hopped from his bed and noticed his shadow staring at him with a crooked frown 'Okay, I know I missed out on a chance at freedom, but it was worth it!' He turned back to look at Fluttershy sleeping and smiled warmly '...Definitely worth it...an' it'll be even better knowin' I have a backup plan for gettin' outta my debt!' He grinned at his little appointment with Princess Celestia, grabbed his suit and hat with his magic, and trotted down the stairs with a spring in his step.

When he reached the living room, he began humming a tune as he put on his clothes and looked in a mirror, admiring himself with confidence and joy. He was practically antsy for his trip to Canterlot, and almost felt compelled to hug one of Fluttershy's animals in the process. He danced a little in his step towards the kitchen as he used his magic to open the cupboard to pull out some bread, and the refridgerator to pull out some jam. After finding a butterknife, he made himself a small sandwich to fill him up before he took his leave.

Fluttershy woke up from her sleep and got off the bed as she made her way downstairs. She tiredly trotted through the living room, and upon seeing Dr. Facilier eat a sandwich, gave a smile "Good morning, Dr. Facilier...You seem to be in a very pleasant mood. Are you that excited to see the princess again?" The Shadowcolt gave an eager nod after he finished his sandwich.

"I jus' can't wait t' see her again!
Gotta mosey on over an' catch my train!"

The timid mare trotted further into the kitchen and gave the doctor a nuzzle "I'll get everything situated with Nurse Redheart when you're on your way. Whatever the princess wants with you must be very important! I'll be sure to wait for you to come back, okay?" Dr. Facilier gave a smile and nodded in response. He could not wait to seek the very mare that could make his life more better than it already has. Once he had some juice and straightened himself up properly, he and Fluttershy made their way out of the cottage and headed for the train station. Fluttershy simply wanted to join to see Dr. Facilier off, much to her interest in him as a coltfriend.

As they trotted through town, they passed by and noticed Pinkie standing on her hind hoofs with a sword in her forelegs. They stopped and gazed upon her in confusion. She was wearing what seemed to be faux fur and brown leather, and the outfit was blowing in a non-existent breeze. The party mare's face was steeled and gruff as her eyes squinted, making Fluttershy curious about her actions. She tilted her head and spoke "Umm...Pinkie?? If you don't mind me asking...why are you doing that exactly?"

Pinkie did not move, as she uttered the words "Brace yourselves...It's going to happen soon..." She sounded serious, though her very appearance was meant for comical purposes. One can only know how Pinkie Pie actually works.

Fluttershy and Dr. Facilier looked at each other in confusion, and simply continued their trip to the station while slightly wincing at Pinkie's unmoving position.

Once they reached the station, they were right on time as the next train to Canterlot was about to depart. Fluttershy gave the Shadowcolt a quick peck on the cheek "I'll see you when you come back, Dr. Facilier. Have fun talking with the princess!" She gave a cute smile, to which the doctor returned with a grin.

"I won't be long, my canary-colored cutie.
Don't worry yourself on waitin' for me..."

Fluttershy frowned a little, but took Dr. Facilier's words into consideration. She knew full well that he would return to her with both forelegs wide open and a happy demeanor upon his audience with Celestia. When they both shared a nod, Dr. Facilier went onto his train and was carried off on the tracks for his next destination. The timid mare gave off one last smile before trotting on over to Ponyville Clinic to give her regards on Dr. Facilier skipping work.

On the train, the Shadowcolt chuckled softly and hummed a little to himself. Meanwhile, his shadow was still sporting the same crooked frown from this morning. The sentient shade never asked for its master to act like such a fool, madly in love with Fluttershy after spending so much time with her. While it remained in Dr. Facilier's servitude, it had a mind of its own when it came to wanting freedom to do whatever it pleased. The doctor's shadow already missed the small amount of fun it and its master had during their stay in Ponyville: Foiling Zecora and taking some of her hair for voodoo, stealing money for dolls, and almost killing another animal since that annoying firefly they came across before that fateful day.

The shadow gave a silent moan and flailed its forelegs like an outraged citizen at its master, and Dr. Facilier took notice with a stern gaze 'We've been over this already! I'm already workin' on Plan B as we speak!' He was happy to know that his gaze alone stopped his shadow from its small tantrum, his shady partner slumping in defeat. Some of the passengers on board stared at the Shadowcolt as if he were crazy for staring at his own shadow, but shrugged it off.

After hours of travel, Dr. Facilier finally touched base at Canterlot and exited his train as he looked around. This place hasn't changed one bit since his last visit, especially with the high-class ponies walking around with their noses in the air. It felt weird not wanting to wreck some lives before meeting Celestia, but it didn't matter now, for the Royal Castle beckoned for his presence.

It was an amazing feat to ignore every single sneer and scoff aimed at him while he trotted along the busy streets of Canterlot, but the Shadowcolt reached his destination. He stopped and looked at the pegasi stationed to guard the gates and how easy it was for them to keep such a hardened expression on a daily basis. Rainbow Dash told him how they were nearly unbreakable in resolved, and he could only come to the conclusion that they have seen many horrible things in their line of work as guards. It was no easy task being a soldier, after all.

He cleared his throat calmly to get their attention, and both guards shifted their eyes towards him with their expression unchanged. Dr. Facilier then took off his hat and gave a bow.

"The princess requested my audience inside.
If you would lead me, I'd be most satisfied..."

The guards looked at each other with raised eyebrows, and then went back to glaring at the doctor as the one on the left spoke "We require proper notification before we could lead you to the throne room. Your note of summons?"

Dr. Facilier flinched, realizing that he did not plan ahead for this. While he wrote to Celestia and was given a quick reply, he wasn't met with a legitimate invitation to her castle save for her words on her letter. His shadow shared the same panic as it began to shiver in fear. The two shared worried glances at each other, and turned to the guards with growing worry until a voice was heard "Hold, guards! The Shadowcolt hast been summoned by our sister! Thou would be wise to heed her word!"

This was unexpected, to say the least. The one pony to save him in his time of need, and it had to be Celestia's younger sister, Luna. She stood proud behind the two guards with a serious gaze, her mane and tail flowing and glimmering. It was relaxing to know she wasn't using the Royal Canterlot Voice this time and give the doctor another migraine. The guards quickly recoiled, as if being threatened, and bowed "Forgive us, Princess of the Night! We were unsure about this one!" The one one right spoke before raising and turning to Dr. Facilier "Well, you check out then. Sorry for the trouble, sir. Be on your way..." The two guards shifted out of the way to give Dr. Facilier room to walk through the gates as they opened.

Luna was standing in front of the opened gates with the same serious expression, before showing a small smile "Dr. Facilier, shall we? Thoust seems most eager to meet Celestia..." The Shadowcolt grinned to know he was going to be escorted by a princess instead of some guards. His shadow couldn't help but smile as well, though it was more out of relief of not being taken to prison under false pretenses. The two made their way inside the castle and trotted along the carpeted halls.

As they trekked at a good pace, Luna turned to Dr. Facilier and wondered about his happiness "Dr. Facilier, forgive our curiousity, but thou seem to be in the best of moods today. Art thou enjoying thine time in Ponyville with the other element bearers??" She was only half right with what the Shadowcolt had in mind, but he nodded anyway.

"I wanted to see your sister today,
About my little dilemma, per se.
I figured that if with her I'd confide,
She'd help deal with my friends on th' other side..."

Luna's heart skipped a beat at the mention of Dr. Facilier's 'friends'. She already cursed herself for being overpowered by the mischievous spirits in terms of monitoring the Shadowcolt's dreams. The only logical reasoning for this could be how deep in debt the doctor was in. She wanted to know more, knowing the severity of the situation "Pray tell...How exactly do you wish for our sister to deal with thine problem regarding your.." She shuddered reluctantly "...friends? Art thou seeking to tap powers that are beyond thine grasp? Celestia is not exa-" She was interrupted by Dr. Facilier, who only smiled confidently.

"I have faith in your sister helpin' me out!
Clearly, her powers are never in doubt!"

The princess of the night gave a nervous and unsure expression as she took full notice on how the doctor was acting. Beneath the overbearing joy on his face lied desperation. She could only wonder what he was desperate about, and wanted to speak again "If we may speak, Doctor...While our sister may be the Regent of the Sun, thou musn't set thy expectations so high in he-" She was once again interrupted as the doctor waved a dismissive hoof.

"I'd say I got nothin' much t' fear.
What's t' worry about, my dear?"

Luna glared a little at his interruption, but donned one of worry once more "Dr. Facilier, we fear that thou may be thinking TOO highly of our sister...Surely thou art not considering her to perform some task that is out of her element?" She only hoped she were wrong on this matter. The Shadowcolt shook his head at Luna, prompting her to drop her worry a little as they approached the large doors leadign to the throne room.

The doors opened to reveal Princess Celestia sitting on her throne in all of her majestic beauty. She noticed the doctor with a warm smile and motioned for him to come in. Luna followed at his side as they approached the sun goddess herself, and the doctor took off his hat and bowed chivalrously as he smiled.

"Nice t' see you this fine day, Princess!
An' with your little sister, no less!"

Celestia nodded and spoke "It's nice to see you as well, Dr. Facilier. I take it you have come to talk about what you have learned during your stay in Ponyville? Contrary to what Twilight had sent me recently, she spoke highly of your's and Fluttershy's relationship. You make me proud with your change." Her tone was the same as last time, sounding as if she were a loving mother speaking with her child. Dr. Facilier took this moment to raise himself and speak with a grin.

"Actually, it's somethin' y'all already know well,
Regardin' my friends an' their little spell.
I was wonderin' if, since you're so powerful an' such,
Y'all could remove me from my master's clutch?"

Both princesses widened their eyes at this and traded uneasy glances at each other, confusing the Shadowcolt. At that moment, Celestia signalled her guards to make their way out of the throne room and close the door so that the three were alone. After seeing this, Dr. Facilier and his shadow looked at each other, and then towards Celestia, who had her eyes shut with what seemed to be a soft frown. Luna's expression was more sorrowful as she looked at the doctor.

"Was it somethin' I said? What gives, milady?
Jus' like my friend, y'all are actin' shady..."

Celestia was silent, and then took a deep breath as she opened her eyes with a stoic expression "Dr. Facilier...If I heard you correctly, you asked if I could go so far as to personally cancelling out the debt that you yourself had made completely for the sake of freedom?" Dr. Facilier was confused, but beamed at what he had heard.

"Y'all read my mind like Twilight with books!
But tell me, what's up with your's an' Luna's looks?"

The sun goddess rose from her throne and trotted down from her steps towards Dr. Facilier. Her eyes were locked on him as she spoke "You do not recognize your position or your request clearly enough. While it is good to know that you are learning well under my student's tutelage, you're asking for something that is beyond even my power..." The Shadowcolt was confused upon this, and wanted to know why until the Princess spoke again "You wish to be relieved of your debt upon your deathbed so that you would not suffer a painful afterlife...I am well-versed in advanced magic, but there is not much I can do for you once you leave this world, Dr. Facilier...I'm sorry, but your request cannot be done..."

He couldn't believe it. Dr. Facilier's failsafe plan on freedom had crumbled before him like a poorly constructed wall. The shadow shared his sadness with a crooked frown as it noticed how wide its master's mouth was in disbelief 'N-No...So there's...there's nothin' I can do about it?? There's no way in Equestria that'll save me from my crimes?? It can't be real! It jus' can't!' He snapped himself out of what seemed to be utter hopelessness until he defended himself.

"Come on now, princess! Don' be like this!
Surely, there's somethin' y'all may have missed!
Ya pulled me outta hell t' set me straight!
I'm sure y'all can also change my fate!"

Celestia paused, and then nodded "Yes, that much is true...I did save you out of the goodness of my heart, but I could only convince so much of your friends. They informed me that it was impossible to change you completely, but that is the only way you can be free entirely from your debt. That is why I ask that you simply bear with me and continue learning from Twilight and her friends..." While it seemed plausible to know she couldn't use her powers under the terms of her words with his 'friends', Dr. Facilier couldn't help but feel betrayed at what his new ruler had placed in front of him. He felt like crying while a tiny part of him wanted to lash out in anger.

The Shadowcolt never imagined that his need to go off on Celestia could be outweighed by the need to shed countless tears and bawl like a child. He stammered and shuddered as he stood still, only to be taken in a small embrace by Celestia. She leaned her neck down and gave Dr. Facilier a motherly nuzzle "Don't despair, doctor. I have faith in you changing your ways...I shall offer you one of the castle's guest rooms for the night before your trip back. Until then, perhaps you can take the time to look at our library and expand your knowledge there maybe?" She broke the embrace as she called out "Guards!" The doors opened to reveal two unicorn guards trotting inside the throne room and bowing to the princess "Lead Dr. Facilier to his room, please." The guards nodded as they rose and began escorting the Shadowcolt to his room.

So it came to this. Dr. Facilier's only hope was on changing completely in order to escape his 'friends'. While the idea was plausible enough, given his current circumstances, a small part of him began to feel that it did not seem right at all. What could be nagging at the doctor to consider him to think that this wasn't a good idea? He acquired a good amount of things in Equestria: A roof over his head, a loving marefriend, a decent paying job, and all the magic he could learn. He had all of this, yet the small part of his mind continued bugging him.

Would complete change be worth it to Dr. Facilier?

End of Chapter 37

Chapter 38

Chapter 38

Inner Struggle

Dr. Facilier took his time to wander around Canterlot to pass the time before he was to come back to the castle for a lunch prepared by Princess Celestia. Though he had access to the Royal Library, he thought it would be better to roam the streets and clear his thoughts. With what had happened a few hours ago, he couldn't even think straight anymore, especially with that small feeling from before lurking about in his mind.

He couldn't believe that he had been denied a chance to be rid of his debt completely without having to deal with a twisted game. The Shadowcolt didn't know how to react other than to stutter and stammer out of shock and confusion. His only way out was to change his ways completely, but he wondered if it were actually that easy to go so far as to becoming a whole different pony, completely alien to who he really was before his time in Equestria. As he progressed with learning the Magic of Friendship, he began to feel reluctant to do anything horrible he enjoyed doing before for the sake of trying to escape his problem.

His shadow was showing a crooked frown, feeling sadness for its master upon the current matter of his obligation. While the doctor was feeling sad about his debt, the shadow was feeling sad about how he was acting. The shadow indeed missed all of those times the two performed acts of mischief before they became ponies, be it scamming passing folks or making their lives miserable with potions planned to go awry. It was saddening to see its master feel so lost about his predicament.

Dr. Facilier kept passing be random nobles and felt like looking around at certain activity around the city. Maybe the scenery could help clear his mind with how boring, yet busy Canterlot is nowadays 'Maybe I can try t' strike up conversation with some o' them rich folk...' He then shook his head with a frown 'Nahhhh...' Closing his eyes and giving a sigh, he continued walking, and then accidentally bumped into another pony. Opening his eyes and brushing himself off, he looked ahead and apologized.

"Sorry 'bout that, my eyes were shut.
It's just that my brain's stuck in a rut..."

He looked and saw not one, but two ponies. The one he bumped into was a classy looking unicorn stallion with a white coat and blue mane, sporting a moustache and a monocle to compliment his dashing tuxedo. His cutie mark was three golden crowns. The one next to the stallion was a slender, yet voluptuous unicorn mare with a white coat and pink mane, having a cutie mark that was a set of Fleurs de Lis, two purple, one yellow.

The classy unicorn stallion brushed himself off and donned a friendly smile as he looked at Dr. Facilier "Oh, it's quite alright, good sir. I'm sure whatever is bothering you must be of utmost importance." He took the time to examine the Shadowcolt "Hmmm...You don't seem to be a regular around these parts. Oh, but I must say I do admire your attire! Simply stunning." While he was talking, the unicorn mare next to the stallion was making a random pose as he bowed "Allow me to introduce myself. I am Fancy Pants, and this is my wife, Fleur. We were simply on our way home until we've met you. And you are??"

Dr. Facilier blinked at this. A friendly noble other than Celestia and Luna? In Canterlot? Clearly this was a sight to behold for him. His shadow was just as confused as it tilted its head while they weren't looking. Not wanting to waste time, he cleared his throat and tipped his hat as he introduced himself.

"Th' name you're lookin' for is Dr. Facilier.
How're y'all doin' on this fine day?
This suit o' mine's alright, you see.
It was made by a girl named Rarity."

Fleur was making another pose on the opposite side of Fancy Pants as he replied "My my, you're a doctor? I must say, I'm impressed. Are you here on business, perha-Wait! Did you say Rarity??" He adjusted the monocle on his left eye with his magic as he gave a hearty chuckle "Why, how peculiar! I just so happen to have known a mare named Rarity! Are you from Ponyville, Dr. Facilier??" The Shadowcolt never thought a pony like Fancy Pants would be this interested in him, especially after mentioning Rarity. Maybe it was a good idea to strike some conversation with somepony in Canterlot after all. He smiled as he replied to the classy stallion.

"Yeah, I live there, an' it's pretty nice.
Rarity's a friend o' mine, t' be precise."

Fancy Pants nodded "I see...You know, she is also friends with the Princess according to my knowledge. Are you acquainted with her royal highness as well? Since that you're friends with Miss Rarity, I would assume that you would have some sort of connection with Princess Celestia." He couldn't know about the complications behind his debt. Dr. Facilier thought of a lie to hide the details behind his persona.

"I've met th' princess, but I'm only visiting here
T' enjoy th' scenery an' make my mind clear..."

The classy stallion nodded as Fleur made another pose "Ah, yes, you spoke of a mental problem earlier. How ironic actually...A doctor with a problem of his own." He chuckled at his own joke "Well, that is unless you're a psychiatrist. Dr. Facilier, what do you specialize in, if you don't mind me asking??" The Shadowcolt rolled his eyes at Fancy Pants' attempt at humor and decided to enlighten him since he was at least the only tolerable noble in Canterlot.

"I jus' brew some potions t' help th' sick.
I even have a spot at Ponyville Clinic.
It's a small job, but I can't complain.
Most o' my potions even ease some pain.

Fancy Pants gave a smirk "I see, so you're an alchemist then...Most impressive, Dr. Facilier." He then pulled out his pocketwatch and flinched "Oh my. It seems I have stalled for time on my end. Me and Fleur really must be heading back home now, so I'm afraid we'll have to cut this conversation short. My apologies, but perhaps we can talk later?" Dr. Facilier shook his head with a smile.

"It was nice chattin' with ya, even if it was small.
Outta all these nobles, you're th' best o' them all..."

The classy stallion chuckled "The citizens of Canterlot really are very dull in your eyes, aren't they? While they have class, I highly doubt they have the nice personality that you or Miss Rarity have. This may have been a brief moment of conversation, but I enjoyed it as well, friend. Maybe you could visit us sometime if you're ever around in Canterlot. Farewell, Dr. Facilier." He gave a slight bow as he trotted past him. Fleur was doing a random pose, and then noticed Fancy Pants trot away as she quickly galloped after him.

Watching Fancy Pants show his kind and polite demeanor made the doctor think about his current situation and the small feeling lingering inside of him. The classy stallion was indeed perhaps the most nicest pony he has met in Equestria, and he isn't even royalty. The Shadowcolt could only wish that it would be easy for him to become a whole new colt and be rid of his problem, but he couldn't fathom what was bothering him. He went back to walking to help clear his mind and find an answer to his problem, while his shadow continued to frown. Little did Dr. Facilier know, that his shadow wasn't feeling just sadness for its master, but hidden anger.

As he trotted along further in the streets, Dr. Facilier heard what seemed to be the sound of insulting laughter as he noticed a scene in the distance ahead of him. A small group of nobles, two stallions and two mares, were laughing at a lone earth pony mare, who looked like she was about to cry as she sat on her haunches. Dr. Facilier saw this and was beginning to get angry, while his shadow began to show a wide and crooked smile. He felt like should go over there and teach the group a lesson, but he didn't want to stoop to their level. The Shadowcolt watched as the group began trotting away with their laughter, and then took the moment to gallop towards the mare before she could flood the street with her tears.

"Hey there, girl. What happened back there?
Why'd those ponies fill ya with despair??"

The mare sniffled and shedded a tear as Dr. Facilier helped her up "Th-They were making fun of my clothes and my lifestyle...I never expected them to just tear me apart like this." She sobbed a little as the doctor was moved by her dilemma. A small part of him wanted to get back at the ones that insulted her, but he wanted to push it aside and figure out how to cheer up the poor mare.This made the doctor's shadow give a silent scoff of outrage as it frowned.

"So they said some things that are harsh an' stuff,
But that's jus' cuz' they don' have it rough...
While they feel high an' mighty lookin' down below,
It's really cuz' they all have so much dough."

Wiping her eyes and clearing her tears, she gave Dr. Facilier a small smile "You know...Maybe you're right. I never really figured the residents of Canterlot to be so cruel when it came to words. It's a good thing that I don't live here...then I would have to deal with their slander twenty-four seven." This made the Shadowcolt widen his eyes in surprise. The mare he was speaking to looked as if she actually was living in Canterlot with her frilled dress and well-done manestyle. He raised an eyebrow at the mare.

"Sorry 'bout that, my hearin's not clear...
Did y'all jus' say that you don' live here??"

The mare nodded "Why yes. And I'm thankful that I don't, really. I much prefer to live in my hometown of Baltimare! It's simply nicer, especially since I'm more familiar with everypony there. They are indeed more friendly and hard-working! Canterlot IS a very fine place and all, but I love my home all the more! I'm only visiting here for the time being to see the sights." Dr. Facilier paused at this, and spoke again.

"But ya look like y'all could fit in here jus' fine!
Clearly, those ponies were way outta line!
They should jus'accept ya for what you are,
Yet instead they insult ya an' go too far!"

The mare sighed and spoke once more "Yes, their words are hurtful, but they could never be more right. I actually enjoy the way I look and how I live. Sure it doesn't seem right to others, but it's who I am, you know??" The Shadowcolt paused at this and stayed silent upon hearing her words. They flowed through his mind like a coursing river, especially the last sentence.

Before he could ponder further, the shadow had enough of this. It was time to disobey its master for the first time to set him straight. While the two weren't looking, it swooped over to the distant group of nobles that insulted the mare Dr. Facilier was conversing with. It then began to tug on one of their shadows to catch their attention. The stallion that was touched looked around "Huh?" he then turned to the rest of his friends "Which one of you touched me just now?"

One of the mares replied "It wasn't me nor any of us. What makes you think we would go so far as to-OH!" With widened eyes, she darted her head left and right "What in blazes? Somepony just slapped my hindquarters!" The two stallions raised their eyebrows at this, and then one gave out a yelp as he was forcefully launched into the other.

The stallion grunted and pushed the other off "What has gotten into you!? You nearly ruined my suit!" While the stallion was infuriated as he brushed himself off, the rest of the group were looking about with weary and slightly fearing eyes. The doctor's shadow was giving a crooked smile as it went back to making their lives miserable with idle trickery.

Dr. Facilier went to speak until his ears perked up to hear the distant sounds of the nobles yelling. He turned and looked at the distance scene and galloped over, leaving the mare tilting her head in confusion "Was it something I said??"

Arriving at the scene, the Shadowcolt noticed what was going on as the group of nobles were either getting pinched or lightly bucked as they stumbled about and tried to catch who was responsible. It felt like they were being threatened by a ghost, until Dr. Facilier knew exactly what was going on. He caught his shadow giving a widened smile after the group of nobles fell into a tired, yet paranoid pile, their outfits messed up and their manes and tails ruffled. Dr. Facilier stared at this for one moment, and his lips slowly curved into a smile as he began to chuckle. The chuckle then turned into laughter, making the shadow smile even more. The laughter then became more morbid and familiar, causing the Shadowcolt to stop and place both hooves over his mouth with an expression of shock. His shadow swooped back to him, keeping its smile as its master sat on his haunches with his mouth covered by his forelegs.

The mare Dr. Facilier spoke to before trotted up to his side "Excuse me, sir...Are you alright?" She looked ahead and gasped at the sight of the group that had made fun of her before all messed up. The mare then turned to the Shadowcolt with an expression of shock and confusion "Did you do this!?"

Dr. Facilier only stammered and shook his head after removing his forelegs from his mouth "N-No! No, I-I-...I..." He couldn't come up with a proper rhyme with how flustered he was from his action earlier. The doctor shifted his gazes at the mare in front of him and the group that his shadow had made suffer for their arrogance. It was even too much to bear with how he felt about it.

He felt joy from seeing their pain.

Was it true what his 'friends' had said before? That it was impossible for Dr. Facilier to change completely? He frantically shook his head as he rose from his sitting position and began galloping back towards the castle and leaving the mare behind once more. He breezed past each passing citizen in the streets as he made his way towards the royal gates as his mind was racing with several thoughts.
______________________

Dr. Facilier laid in his room as night had fallen outside in the city. His clothes and hat were hanging on a fine rack while he was merely laying on his comfortable bed and staring at the ceiling.

Throughout the rest of the day after he returned to the castle, he had been silent, and hadn't taken the time to find or speak to either Celestia or Luna with his troubles. If he were to resolve his own issues, he would have to do it himself. Besides, even he would know that the princesses would only say certain things like 'Be strong' or 'We have faith in you'.

He was even silent in front of them during dinner, and they even responded with their own silence, leading him to believe that they know exactly what was bothering him. They know his problems and even managed to get him halfway out of it, yet they couldn't help him now because their little bet. But was he being selfish with what he asked from Celestia? Or was it because how high his debt was that his circumstances were so dire? No. It couldn't be. He shook his head slowly as he wanted to consider his thoughts lies. But once more, the small part of his mind that had been bugging him today was still there.

Dr. Facilier was too flustered with what went through his mind at the moment, and decided to think of something else to ease himself. His lips curved into a smile as he thought about the one thing that brought him joy in all of Equestria other than Celestia saving him 'Fluttershy...Oh, I miss that mare already...I'm sure she'll welcome me with open hooves once I return t' Ponyville. She's definitely th' best thing that happened t' my life next t' th' all th' magic I've learned here an' there...' His affection for Fluttershy was indeed genuine, and it was probably the only thing that gave him solace in his new life. To think that her very soul was all he needed for his freedom was a little conflicting, but it didn't matter anymore. The thought of the timid mare alone was enough to ease the Shadowcolt and lull himself into a deep sleep, especially when he remembered the lullaby she taught him one night 'How'd it go again??' He began to close his eyes as his head played out the melody 'Hush now, quiet now, it's time t' lay your sleepy head...Hush now, quiet now, it's time t' go t' bed...' He smiled as he shut his eyes 'Driftin' off to sleep, the exciting day behind you...Driftin' off to sleep, let the joy of dream land find you...' With that, he did what the song had mentioned and fell asleep.

He figured his slumber to be dreamless, until he woke up to what seemed to be a black abyss. Dr. Facilier thought it was Luna monitoring his dreams again until he noticed he was human again. Now he was confused on whether it was Luna or his 'friends' invading his mind as he looked around the towering blackness "Hello?? Anypony there??" It felt awkward to use pony lingo while he was in his human form, but then he heard...footsteps?

Dr. Facilier heard footsteps for the first time in a long while as he darted his head in many directions with curious eyes. He then caught a distant figure approaching him. It was bipedal, it was wearing a nice suit and hat, and it had a cane. He squinted his eyes, and then widened at what he saw.

It was himself.

The Shadowman saw an exact replica of himself approaching him in the black abyss. The only visible differences were that he had a cane in his right hand and he held an expression of extreme displeasure in the form of anger. The other Facilier leered at the former as he stared with shock and finally spoke "Wait a minute...This is a dream, yet here ya are...Who are ya exactly?"

The other Facilier gritted his teeth as he glared "What does it look like, genius!? I'm you!!" He lashed out in anger. This one claimed to be the Shadowman himself, yet he seemed outraged and ready to smack the other doctor with his cane.

This left the former doctor perplexed as he pointed "Th' hell's that s'posed t' mean?" He placed a thumb on his chest "I'm me. Who're y'all t' claim my identity?"

He then felt the end of the other doctor's cane across his face as he fell down. The other Faciier glared "I already told ya, I'm you! The REAL you! Y'all 've been pushin' me int' th' back o' your mind while ya hung out with them nambly pambly ponies! I oughta jus' smack ya around til ya get th' message!"

Clearly he wasn't hearing correctly. The real Facilier in front of him? Was he the small part of his mind that has been bugging him during his time of rehabilitation in Equestria? Why did he have to choose to bother the Shadowman now while he was so close to freedom? He got up and rubbed his cheek as he glared back "What do ya mean 'th' real me'? I'M me! Are ya tryin' t' confuse me or somethin'? Cuz' lemme tell ya, it ain't workin'!! Why're ya choosin' t' bother me while I'm tryin' t' sleep!? Did my so-called friends pull this or somethin'? Or is this some kind o' test bein' presented by Luna?"

The other Facilier face palm and streaked his hand down slowly to reveal his flowing ire "Our friends on th' other side aren't involved in this...an' that little princess ain't even botherin' t' take a look in our head while you're sleepin'! Bottom line is, y'all are in your own head, an' I'm th' real article standin' in front o' ya! Look at yourself! Do ya even know who ya are anymore!?"

This was kind of annoying to listen to what seemed to be an argument with himself and spoke "This is a trick, you're an illusion, an' this is all jus' some stupid attempt at a nightmare! All I wanna do is wake up tomorrow an' start a new day as a new man!" He paused, and felt embarrassed to correct himself "...Stallion?"

He was met with another smack across the face with the other Facilier's cane as he spoke "New man!? Th' hell's so new about ya other than this whole 'Magic o' Friendship' crap!? There's only one thing y'all need t' know about yourself, an' that's ya don't belong with them stupid ponies, actin' like some kinda bleedin' heart goofball! Ya are who ya are, an' that THE Dr. Facilier!" He then pointed his cane as he set a firm glance and grinned his gapped teeth "Remember that time we read that one man's fortune and 'cured' his baldness afterwards?"

Dr. Facilier heard his clone's words, and he couldn't help but chuckle at the fond memory. The other Facilier nodded "Yeah, we got'em good! An' remember when we tricked that stupid prince an' his little servant? How we turned him int' a frog after he bought our prediction?"

The former Shadowman began to laugh more at how he pulled that stunt with relative ease, how he rolled his silver tongue so well. He then stopped himself as he caught on and shook his head "No! No way, that ain't me no more! I'm tryin' t' change my ways an' be rid o' my past forever! Is that too much t' ask!?"

The other Facilier's grin quickly turned into a scowl upon hearing the former's words "Ya jus' don't get it, do ya? Ya are who ya are! Y'all aren't some soft little pony who thrives on friendship! You're a man who loved himself some magic and mischief!"

Dr. Facilier then spoke out "An' look where that got us!! Some slimy li'l frog jus' foiled us right then an' sent us t' hell in a freakin' handbasket!! I was lucky enough t' have th' princess save me jus' t' keep me away from my 'friends'! Why do ya even bother tryin' t' tell me that it ain't right t' become a whole new man!?"

The other Facilier smirked "Cuz' it is how it is. You're jus' learning that friendship crap so y'all could stay away from our friends forever...an' I gotta give ya props on that, but let's be honest for once...Ya can't escape who ya are!" He then smacked the tip of his cane on the nonexistent floor "An' we could've been free sooner if ya hadn't grown a soft spot for that insufferable 'fraidy cat!!"

This made the former Facilier get angry as he pointed a finger "Don't you DARE talk badly about my girl Fluttershy, buddy!!!"

The other Facilier scoffed and rolled his eyes "Or what!? Ya gonna cry or somethin'? I'm practically what's left o' your balls, barrin' our little shady friend!!" The former Shadowman then thought back to how his shadow caused that little scene earlier today in Canterlot, and how he somehow enjoyed it. The other Facilier continued "Like I said, we coulda had it made! They weren't kiddin' about her soul's value, oh no...That soul alone coulda saved ten people like us! But noooo~!! Ya jus' HAD t' make 'er your girlfriend!! An' I already know y'all wanna get hitched with her later in ya life, but we BOTH know that hitchin' tires ya down!" He then smiled "Y'all jus' wanna be free an' hop from place t' place...But this time, it ain't green that'll solve our troubles..."

Dr. Facilier then got more angry "I'M NOT KILLIN' HER!! YA HEAR ME!?"

The other Facilier scoffed at this, unphased by the former's volume "Listen up an' listen good...Soon, y'all will have no choice but t' go back t' hell, an' it ain't gonna be pretty. This li'l rehab session o' yours is a waste o' time, even if ya had enjoyed a break from so much torture. I wanna be free as much as you do, but ya can't get rid o' me!" He held out his arms and smiled "This is who ya are, an' there ain't nothin' y'all can do about it, no matter how much ya love that timid mare!" He began to give out his signature evil laugh, and it echoed in the abyss.

This made the former Facilier fall to his knees and clasp his hands in his ears as he stared down and hyperventilated. This felt just like listening to 'The Song' when he was angry "No...No!! This ain't right at all!! I can change!! I can!!"

The other Facilier stopped laughing and looked down at the former with a bored expression, tsking at how pathetic he looked "Ya jus' won't listen t' reason, will ya?? Fine...I'll wait til ya see th' big picture. But y'all better not make yourself look bad..." He began to walk away, giving a mock wave after turning his back on the sad-looking shell of a man "See ya around, man...Enjoy your 'Friendship' while it lasts..." He then faded out of sight as his appearance was engulfed by the abyss.

This was indeed a nightmare for Dr. Facilier. To face what would be considered his former evil self still around and wanting to have a little fun. Was it really impossible to change completely?? After bowing his head while on his knees, he then got up and glared "No...No, my friendship WILL last! Jus' you watch! I'll be a new man-er stallion soon enough!" He shouted at the darkness as he rose to his feet.

"...I hope..."

End of Chapter 38

Chapter 39

Chapter 39

Are You Ready?

Dr. Facilier was on the train back to Ponyville after he had a good breakfast at the castle, though he couldn't think straight with the strange nightmare he had last night. Both the princesses wished him well after he departed, but even they were oblivious to the fact that the Shadowcolt was dealing with a problem bigger than his 'friends'.

Himself.

He never realized that what could be considered the REAL him would be lingering as a small part of his mind that won't go away after being constantly repressed with how much time he had spent with the element bearers. He wanted to doubt it continuously to give himself the strength to change his heart for the better, but what was left of his past essence just wouldn't leave him alone. How could something so proposterous seem so real when he rested last night? And what hope would he have of actually changing if his inner self along with his 'friends' said that it couldn't be done?

To be fair, Celestia bargained with his 'friends' to grant him freedom were he to actually turn away from his past actions forever. While the terms sounded extreme, it would seem like an easy feat if it were possible for him to do so. Was he perhaps selfish in urging the Princess into pulling some strings and helping him out? Grunting in frustration, the Shadowcolt gritted his teeth and rubbed his temples so he could calm himself down. His shadow stared up with at its master with a crooked frown with how flustered he was and swooped over to his side. It patted him on the back with a foreleg while the doctor took a deep breath.

"I can't let this bother me, not one bit...
Gotta think o' somethin' other than this crazy shit..."

And while the change was hard, taking his mind off of it was as easy as pie. There was only one thing that could set his own mind at peace no problem, and she was waiting for him back at Ponyville with open forelegs. He smiled and took another deep breath as images of Fluttershy danced in his mind. With how long his trip was back to Ponyville, it would seem that his vision of the timid mare was the only thing to hold him over for the time being. The idea even helped him doze off into a small nap. There wasn't much else to do for Dr. Facilier to entertain himself other than talking to his shadow, and he did not feel like conversing with something that wanted his marefriend dead.

It was already late in the evening when he arrived back in town. Who knew how long these train rides usually last from place to place? Nevertheless, he already awaited to see that beautiful face with pink hair the moment he departed from his cart. He noticed the town was almost deserted, and saw that nearly everypony retired to their homes for a good night's sleep. The Shadowcolt shrugged it off and decided to make his way towards Fluttershy's cottage. He trotted by the doll shop he usually goes to and noticed that their windows gave off good reflections. Dr. Facilier stopped for a moment when he saw himself.

Normally, he would admire his own reflection like a chauvinist or a narcissist, but instead he stared blankly at it. He took in the form presented to him as it stared back with the same expression and began to contemplate his troubles once more. At that moment, his reflection eerily changed into his human form, which donned an evil grin on his face. This made the Shadowcolt yelp and jump away as he caught his breath. He then noticed that the reflection was mimicking his own movement once more, and the doctor sighed at himself 'This is all startin' t' get creepy...An' I specialize in that sorta thing...' The doctor looked down and saw his shadow give a crooked smile, and he only glared back

"Why're y'all so happy while I'm feelin' like this?
Ya plan on explainin' somethin' I've missed?"

The shadow shifted its muzzle into a frown after hearing its master snap, but it smiled again as it swooped onto the shop's wall and materialized into its old human form and danced a little. It wanted to remind Dr. Facilier of his past, save for his demise, and remind him how fun it was to cause all sorts of mischief with no holds barred. The doctor stared at his shadow dancing and felt a wave of nostalgia, but quickly caught himself and shook his head rapidly.

"I don't need this right now! I'm through with all that!"
The day I leave is when my hope's squashed flat!"

He saw the shadow in a slumping position and it materialized into its pony form once more as it frowned at Dr. Facilier. The doctor was right on one thing: It was as if his shadow was the only thing left of himself that was evil. He considered his inner essence to be an obstacle, but he wondered if it was best to get rid of the shadow to remind himself that he needed to change. He gave his shady friend a stern glare and pointed his horn at the wall. His shadow jumped when the Shadowcolt's horn began to glow and it shivered as it feebly covered itself with its forelegs. He wanted to steel himself for this moment, but then he looked at his shady friend while it resembled a cowering child about to be killed. While the magic on his horn was still glowing, he continued to stare at his shadow and could not help but feel sad about what he was about to do.

Dr. Facilier's shadow was technically his first friend other than the ones he bargained with in the past. It stuck with him every step of the way in his life, even to the point where they were both dragged into hell. It was a part of himself that he cared for the most, and to throw away something so loyal and helpful to him would be insane. Dr. Facilier gave a sad look at his shadow and the glow from his horn faded as he gave a sigh.

"That's like killin' myself right then an' there,
But I can't let this predicament bring me despair!"

The Shadowcolt felt as if he were at a loss with himself with how something so easy as to changing could be so stressful with how his past comes back to haunt him like this. And yet the small part of him embraced it not too long ago and enjoyed that split second of chaos caused by his shadow. He bared his teeth and wanted to kick himself for letting his shadow catch him off-guard with something like that. It felt worse to realize that even HE said that it wasn't worth the effort.

"This is all so hard, havin' t' change my ways!
Why does it have t' put me in a daze!?"

He growled in frustration, and the frustration turned into anger. And with his anger, 'The Song' came back and graced his ears with its haunting melody. He then widened his eyes and gave a shriek as he darted his head around his area. The Shadowcolt was sweating bullets as the melody faded out of earshot, and his shadow smiled at its master's reaction. His anger, while being a common trait among himself and others, was a good indication that a shred of his former self was still there.

Dr. Facilier shook himself off and wiped a hoof across his forehead as he continued his trek to the cottage. All he needed was a nap and he can forget about his troubles for the time being. He can easily find solace in Fluttershy no matter what problem would come his way. It was like he had thought when he first met her: She was the only thing that could possibly keep him from doing anything bad. He pictured her glorious image in his mind and he calmed down as he trotted across town. His shadow only frowned at the Shadowcolt's futile persistence.

He noticed the cottage coming into view, but then he set his sights towards the Everfree Forest for a moment. To think that Dr. Facilier would ever wake up in a place like that and make contact with somepony that did not want anything to do with him was already becoming a treasured memory. Shaking his head, he turned and made his way across the bridge leading to the cottage.

The Shadowcolt reached the door and slowly opened it with his magic only to have it be slammed shut again. The doctor flinched and wondered why this happened as he opened the door again. He was then met with another slam and scowled at this happening, but then his ears perked up as he heard a voice from the other side. The door opened once more to show Fluttershy with a questioning glance, which quickly shifted into a brightened smiled as she leaped forward and gave Dr. Facilier a hug "Oh, it's so good to see you again, Dr. Facilier! I've missed you so much!" The couple shared a nuzzle and the doctor enjoyed each second with how warm the timid mare felt.

"I'm glad t' be back with you, buttercup...
But about your door...Mind tellin' me what's up?"

Fluttershy broke the embrace and gave an embarrased blush "Oh...that was only Angel..." The two looked to see the rabbit hop away with the same angry look on his face, and the timid mare turned back to her coltfriend "He doesn't seem too happy about you coming back for some reason, but I'm sure he'll be fine tomorrow. You must be tired after waiting so long on the trip back from Canterlot. Why don't you grab yourself a quick snack and move off to bed? I've decided to go out and grab some chimicherrychangas..." The Shadowcolt raised an eyebrow at this and the timid mare giggled "It's something Pinkie decided to make while she was bored. She felt like getting creative, so she decided to make a chimichanga full of cherries, which is a chimicherrychanga..." She gave an embarrased grin. Dr. Facilier chuckled and spoke.

"Haven't had much since breakfast. I can eat.
And a nap'll make my day complete..."

The timid mare smiled and gave Dr. Facilier a kiss on the cheek before letting him inside the cottage so he could enjoy a small meal before heading to bed. He had to admit, although he didn't like Pinkie, her treats are not bad at all. He couldn't exactly fathom where she had the idea to wrap cherries in a tortilla, but it was good nonetheless.

After his snack, Dr. Facilier and Fluttershy retired into the bedroom to enjoy some sleep. They shared a small kiss and said good night to each other before they rested their heads on the soft pillows. It was easy for the timid mare to fall asleep like always while the Shadowcolt stared at the moon shining outside the window wide awake. He was happy to return to both Ponyville and Fluttershy, but the conflict inside of his mind ceased to recede. The Shadowcolt tossed and turned in hopes of at least bringing himself to rest only to wake himself up even more 'Dammit all...What'll it take for me t' get a good night's sleep on a daily basis?'. He gave a quiet grunt as he scooted himself off the bed and stood on his four hooves, then looked down at his shadow to see that it was giving its master a crooked smile. For what reason could his shady friend be so happy at this late hour?

Perhaps it was best to go for a little stroll to wear himself out before having to go back to bed. Dr. Facilier carefully tiptoed out of the room and down the stairs and made his way towards the front door. He opened it slowly and shut once he was outside on the front porch while the night's wind blew across his body and gave the Shadowcolt a minor chill. After he gave the moon above him another customary glance, Dr. Facilier began his walk as his shadow followed his pace with the same crooked smile.

He took the time to wander around town, and even stopped to glance at the newly refurbished nightclub where he and Fluttershy shared both a dance and major trouble. Though it was tempting, he did not feel like gracing the reconstructed establishment with his presence. He was in no mood to dance nor see Vinyl Scratch play more abhorrent music, even if she did managed to play a decent song for him and his marefriend. The Shadowcolt trotted away and continued his little stroll in Ponyville.

It was surprising to see that he had energy left to spare, and Dr. Facilier already did a rundown of Ponyville left and right. His last stop was a place that he had not seen for the longest time in his life.

A Graveyard.

Dr. Facilier trotted along the dirt path and passed every tombstone, pedestal, and statue that marked the locations of where each body was buried. He passed a strange one that said 'Here Lies Scout' There was more to it, but he didn't feel like reading it. The place was scary at one point with its ominous atmosphere, yet at the same time the Shadowcolt felt a small welcoming sensation from every step he took while walking around the graveyard. The sensation then left as quick as it came when Dr. Facilier saw a large tombstone with a face sticking out of it. He yelled and jumped back away from the large landmark as he stared at it with widened eyes.

For a moment, he thought he saw himself with that same scared expression and the name to go with it, but he only saw a blank face of a departed pony carved into the stone with the name 'Apple Core' in bold writing sitting underneath its chin. It would appear that he ran into one of Applejack's ancestors, and Dr. Facilier gave a sigh of relief as he picked himself up and brushed off his suit. It was as if his mind were playing tricks on him for the hell of it. But then again, he is still under the debt of his 'friends' and is currently in the middle of a bet made by them and Celestia. He looked down to see the shadow showing the same crooked smile as it did before. Why was his shady friend smiling like this??

He shook his head and felt like going back to the cottage as he trotted away. When Fluttershy's cottage came into sight, he turned and looked at the Everfree Forest sitting next to it. Dr. Facilier wondered if it was a proper motive to do the impossible and ask for advice from Zecora, even though the two cannot stand one another. He gave an annoyed groan at his suggestion and rubbed his temples with a hoof. Why would he bother asking someone he hates for help? At the moment he thought about this, he perked himself up and pondered about the possibilities 'This IS about changin' myself completely...and sometimes I jus' gotta turn to th' last thing I'd want to help me if I'm gonna need it real badly. It wouldn't hurt to actually trouble that mare int' helpin' me out a little...right?'

It was a longshot, but a trip to Zecora's could help Dr. Facilier set his mind on the right path, even if he did hate her. He trotted away from the cottage and made for the forest's entrance. It was a blast from the past with how uninviting the Everfree forest was to him and the sounds of creatures growling was enough to put him in a state of unrest 'Yep...Jus' like ol' times...that's jus' dandy...'. He trotted faster and darted his eyes left and right as he moved forward and began to sweat bullets. A faint sound of familiar laughter was heard in his head and it caused him to break into a gallop when it grew in volume. Was his mind really playing tricks on him like this?

Before long, Zecora's hut come into view and his paranoia left him as the voices hushed themselves. He gave a sigh of relief and galloped with renewed vigor as he reached her front door. He examined himself and wiped the sweat off of his brow, straightened his hat, and dusted his suit before rapping on the door. Now it was time for him to face the zebra mare and be met with hateful verses and a piercing glare, but if she manages to give him the information he desires, Dr .Facilier would be a happy colt. He looked down for a moment and saw that his shadow was still smiling. Ever since the time at the doll shop, all his shady friend has done was show that same crooked smile. Was it hiding something?? He heard the door open as he turned his head to see Zecora, who rubbed her tired eyes. When the zebra mare got a good glance of who was at her door, Dr. Facilier gave a serious glance while she only glared back.

"Look, I know this is a bad time t' talk this late,
But there's a very good reason that involves my fate...
I jus' want some tips t' change my ways
So I can live happy an' free for th' rest o' my days."

Zecora snorted at the Shadowcolt's words. She felt as if there was some kind of ulterior motive to the doctor visiting her doorstep this late at night. It was not good to have her disturbed from her rest by this one for a reason so direct and improper with how he made it sound.

"You? Come to me for advice on redemption?
For a life that promises certain exemption?
You must be certainly deranged
To forget that some things never change!"

Dr. Facilier held out his hooves in a halting motion so he could speak his mind in a dignified manner. At one point, she had every right to doubt him with how they have traded blows ever since they met, but he had to get his point across if he were to get the help he needs. He was flustered with what he had dealt with tonight.

"Hear me out, girl! I'm serious here!
This whole ordeal's dun' filled me with fear!
All I want is some guidance an' stuff
So my path t' change won't be so rough!"

Zecora shook her head at this. Even if he was telling the truth, she was already offering some advice to him. Change is good, and it's hard for anypony to go through with it, but there are some things in the world - living or no - that never change. She could not figure out why he was acting this way when she felt a small part of the Shadowcolt acting the same as he had when they first met, but the zebra mare was not about to have him pull a fast one on her.

"I've given you enough! If you haven't heard,
Your wish for change is most absurd!
No matter where you go, be it near or far,
You cannot run from who you are!"

Inconceivable. Just inconceivable. Even his own enemy said that there was no hope in starting a new life with a clean slate. There has to be some other way to get out of both the twisted game the powers that be are playing and his accursed debt. Dr. Facilier's lips trembled, and he barely let his breath escape from his mouth with what he had heard. He could not stop now. Not when there could be a possibility to grant him the freedom he desired. The Shadowcolt gritted his teeth as he clenched his eyes shut and growled in frustration. After that, he slowly opened them to reveal a piercing glare that rivaled, if not almost exceeded Zecora's. 'The Song' began to play in his head as he pointed a hoof and spoke.

"I can get outta all this, jus' wait an' see!!
Y'all will be sorry t' have messed with me!
I'm capable of all sorts o' tricks an' th' like!
I could even skewer your head on a PIKE!"

The Shadowcolt paused after his last sentence and held a blank stare as he pointed a hoof at Zecora, who was unphased by his venting. The Song left his mind, but sweat poured from the doctor's head as he remained motionless and silent, not comprehending what he had just done. The zebra mare did not have anything else to say as she scoffed and slammed the door on Dr. Facilier.

He stood for what felt like an eternity, but then Dr. Facilier trotted off at a neutral pace back to Fluttershy's cottage. He had a look of shame on his face, and he looked down once more to see his shadow with the same expression as before. The Shadowcolt stopped for a moment and stared back, his own expression beginning to sour. It was as if his shady friend was taunting him with that crooked smile, and he trembled in a mixture of anger, confusion, and frustration as he reared onto his hind legs and bared his teeth "Stop...MOCKING ME!!" He slammed his forelegs on the ground as his voice echoed in the forest. Another time that he didn't rhyme, but he didn't care. He was ready to drop with how he was feeling; Having to hold so many emotions at once, to face what could be a horrible epiphany, and wanting to go back to bed and just forget it all. He gave strained breaths as sweat poured from his head like rain, and his shadow remained unchanged.

Dr. Facilier hung his head and trudged out of the forest. He counted himself lucky that no creature felt like pouncing on him in his weakened state once he reached the entrance. Thankfully, it wasn't long once he finally approached the porch looking like a total mess. His suit was dampened and wrinkled from his little stroll, and both his mane and tail were in no better condition either. He carefully opened the door and mustered the strength to levitate the clothes off of his body with his magic and set them on the sofa. Tiredness was beginning to set in on the Shadowcolt as he trudged his way upstairs back into the bedroom where his marefriend was still sound asleep. He envied Fluttershy so much with how peaceful she was on her bed, her muzzled dempered into her pillow.

The Shadowcolt managed to show a small smile upon seeing the timid mare in her state of slumber, and he made his way towards his side of the bed. He gently laid onto it, and he covered himself up and managed to fall asleep. Things like this were easy for Dr. Facilier, and he wouldn't have it any other way. All it took was a simple glance at Fluttershy to make him forget about his troubles. While he was asleep, his shadow only widened its smile while its master slept peacefully. Something was not right with how the Shadowcolt's loyal friend is acting.

Will Dr. Facilier be ready for tomorrow?

End of Chapter 39

Chapter 40

Chapter 40

You Got What You Wanted...

Dr. Facilier woke up after another night of dreamless slumber. He began to wonder why Luna, his 'friends', or the other Facilier haven't invaded his mind yet with whatever they wanted to say to him. Aside from that, he already felt like he went through another nightmare after both his late night stroll and visiting Zecora. It felt good to wake up next to his marefriend as he rose and stretched himself. He then hopped off of his bed and gave a yawn, then stared down to look at his shadow again. This began to bug the Shadowcolt with how his shadow hasn't changed its expression since last night, but it wasn't important right now. He has a job to go to, and it would help him focus on something other than what was giving him trouble.

The doctor trotted down the stairs and made for his desk to keep his inventory in check. He noticed that some of his popular batches were running dry upon further inspection and made a mental note to brew some more later. It was good to have a small vacation from work, even if the business varies from time to time. As he gathered his potions, he looked over at his collection of dolls. He forgot about all the trips he made to the doll shop so he could take the time to make base dolls into familiar figures. He looked over at the Zecora doll he made, and levitated it to his eyes. It was still all beat up from all the times he wanted the zebra mare to suffer. A small part of him grew fond of the memory of poking at the first voodoo doll he had made in a while. Very fond. He slowly levitated a nearby pin and brought it up next to the doll as he stared blankly at it. While he looked at both items in front of his face, his blank stare slowly turned into a familiar evil grin with eyes ripe with desire.

"Dr. Facilier?"

At the call of his name, Dr. Facilier instantly snapped out of his trance as both of his levitated items dropped to the floor. He looked over and saw Fluttershy standing near him with tired eyes tinted with confusion. She took a step forward after rubbing one of her eyes "Were you going to repair that doll? I'm sorry if I interrupted you...But then again, you should probably wait until later to do that. You have to go to work soon." She gave a warm smile as she trotted towards the kitchen "I'll make you some breakfast before you go...You should hurry and get ready." The Shadowcolt only watched her leave into the kitchen without a smile on his face.

Normally, he would smile at his marefriend anytime they were together, but this time it was different. He turned back to look at the doll and the pin he dropped on the floor, and began to think about what was said to him by Zecora last night pertaining to his desire for change...

"I've given you enough! If you haven't heard,
Your wish for change is most absurd!
No matter where you go, be it near or far,
You cannot run from who you are!"

All it took was the sound of Fluttershy's voice to snap Dr. Facilier out of his eerie trance, and he wondered if it was safe for him to be around her when he began to take Zecora's words into consideration. But then he shook his head to snap him out of his thoughts. He won't let something like this ruin his day. The doctor levitated the doll and pin off of the floor and placed them back on the shelf with the rest of his collection and sorted his potions for his work day. He shied away from his stock of potions to take another look at his collection of dolls once more and notice how finely crafted each of them were. Dr. Facilier wondered why he hadn't collected the hairs of the other residents of Ponyville, but then quickly stopped himself when the very though invaded his mind. He had to stay away from such trivialities if he was going to be a new stallion. To hold himself over, he levitated the specially-crafted doll he made after Fluttershy and stashed it in his saddlebag. It was soothing for the doctor to have the very image of Fluttershy cloud his mind and take him away from his problems.

Afterwards, he trotted into the kitchen, where Fluttershy prepared some eggs with toast and jam on the side. The food's scent was welcoming to the Shadowcolt as he made his way over and set himself down on a chair to enjoy his meal with his marefriend.

While the two ate their meals, Fluttershy thought it was a good idea to know more about Dr. Facilier since the two were together. It would help to know his birthday or his favorite things other than what he specializes in. After she swallowed a bite of her food, she cleared her throat and looked at the doctor with curiousity "Umm, Dr. Facilier?" The Shadowcolt looked back at the timid mare as she got his attention "I'm so sorry, but I can't help but wonder about you and what you've done in your time before me and my friends have met you. I know you said that I shouldn't be so curious when we met, but with all the time we've spent, I'd figure we would be more close as a couple...So, I was wondering if maybe we could talk about some things after you get home from work...Is that okay?"

Dr. Facilier's eyes were wide as dinner plates while he had eggs in his mouth. He never wanted it to come to this. Even though he loves her so much and vice versa, Fluttershy cannot know about the Shadowcolt's past. It wouldn't work out for neither of them, especially Dr. Facilier. He slowly swallowed the food in his mouth and he donned an expression of sadness 'If I tell her 'bout my ol' life, she'll get rid o' me forever...'

'FOREVERRRRRR~!!!'

The Shadowcolt flinched and looked around when a native but familiar sound invaded his mind. Was that Pinkie he heard just now? What does this mean? He looked back to see Fluttershy look confused and concerned "Oh, d-did I say something wrong when I talked to you, Dr. Facilier? I'm sorry if I did..." She looked away and blushed in embarrassment. The doctor cursed himself for his actions and consoled the timid mare.

"It's not your fault, deary! I'm jus' not in the mood.
But thank ya for makin' this delicious food!
I better get goin' so I can catch up on work
So I won't have Nurse Redheart feelin' irked!"

Fluttershy nodded "Oh, that's right! Well, I shouldn't keep you...I'll clean everything up while you get going." She rose from her seat and gave Dr. Facilier a kiss on the cheek "Good luck today." The timid mare gave the doctor a warm smile.

Dr. Facilier returned the smile with one of his own, but he was slightly troubled on the inside with avoiding Fluttershy about her request to talk. Regardless, it was best that she did not know of his past. He rose from his seat and gathered his materials as he trotted out the door to begin another day of work after his period of absence.

As he trotted along town, Dr. Facilier looked up at the sun shining in the sky and gave a wistful sigh at his predicament. Aside from concealing his past from the one he loved most, was it even safe for him to be in Equestria knowing that he probably won't win against his 'friends'? He gritted his teeth and grumbled at himself for overthinking this. It wasn't healthy to dwell on such matters when the situation didn't call for it but it troubled him nonetheless. He needed to get his mind off of his worries, and he got his wish when he reached the clinic. The Shadowcolt made his way inside and punched in his timecard to begin his day in hopes of curbing his issue temporarily.

Throughout his work day, business was slow as usual albeit the conditions of his patients were more serious ever since his absence. There was a rising case of the feather flu, causing a majority of his patients to consist of pegasi. He never understood why there had to be a disease named after something that the very pegasi bear on their bodies, but there were sillier terms of maladies Dr. Facilier was familiar with. With each period of solidute he had time to himself to think about what he should do in the following days in order to better himself. He plopped his haunches onto his work stool and used his magic to levitate the Fluttershy doll out of his saddlebag. The Shadowcolt stared at the doll longingly with a smile on his face, proud of himself to make sure that each detail on it was proper to the letter 'S'like I never left th' cottage t' begin with...'

While he looked at the doll, he noticed his shadow on the ground frowning for the first time since the other night. It was probably time for the Shadowcolt to get to the bottom of things regarding his shady friend and see why exactly it chose to switch moods like this. He looked down towards his shadow with a raised eyebrow.

"What's th' deal with you today?
Anythin' fillin' you with dismay?"

The shadow sneered with its crooked frown and pointed at the doll in Dr. Facilier's possession. It then transformed into a shadow of Fluttershy and performed a comical dying motion that involved holding its own neck with both forelegs and falling flat on her back. This angered the doctor as he glared down at his shadow.

"Y'all are still on about this whole killin' deal?
I ain't gonna go an' make that dream real!"

His shadow transformed back into its original form, swooped over onto a wall and plopped itself into a sitting position as it crossed its forelegs with another crooked frown. It flung and spread its forelegs in a motion depicting exasperation and disappointment at the Shadowcolt's actions pertaining to letting Fluttershy live. The shadow then pointed at Dr. Facilier with a hoof and a crooked smile, to which the doctor replied in a harsh tone.

"I don' care how damn temptin' th' deal is t' you!
I'll find other ways t' see my problem through!
Ya already reminded me I'm far from my goal
An' how my 'friends' are still in full control!"

The shadow facehoofed and raised its forelegs in the air and began making several gestures as if trying to point out certain interests in a lecture. From what Dr. Facilier collected, the shadow tried to convince its master that Zecora and his friends were right about their thoughts regarding the doctor's essence and that killing Fluttershy was practically the only way out of his problems. The Shadowcolt paused and thought about this. Has he really gotten so soft if he let the answer to his problems live, even if he was living with her in a content manner? 'Her soul IS worth a lot t' my 'friends'...Maybe if I bring th' courage t'-NO!!!' The doctor clenched his eyes shut and frantically shook his head, cursing himself for letting the shadow coerce his thoughts, and opened his eyes as he glared back at the shadow.

"Don' you try an' sway my thoughts!
My mind's already tied in knots!
Fluttershy's the one I love most,
An' she has been th' most gracious host!"

"Dr. Facilier?" Both the doctor and the shadow perked up at the sound of Nurse Redheart's voice, and the shadow quickly swooped towards its master's side to avoid suspicion. The white mare opened the door to Dr. Facilier's workroom and turned to him with a look of worry "Is everything alright in here? I heard shouting and..." She looked around, her worry growing worse "Nopony is around..." The nurse looked back at Dr. Facilier "Are you feeling alright, doctor? You aren't suffering hallucinations are you? It wouldn't be wise to continue working in this state if you are."

The doctor was speechless, and then looked down to see his shadow smiling once more. He looked back up and shook his head and waved a dismissive hoof towards Nurse Redheart.

"I jus' felt like lettin' off verbal steam.
My li'l vacation hasn't been a dream.
I promise t' make up for when I left
An' make sure my work'll be more than deft!"

Nurse Redheart tilted her head, but understood Dr. Facilier's frustration. She smiled and nodded "Well it's good to know that you're relieving yourself of certain tension. If you ever wish to share your problems, you know where to find me, Dr. Facilier. See you then!" She turned and trotted out of the workroom and made sure to shut the door on her way out.

Dr. Facilier sighed at the trouble his own shadow was bringing him, even if it spoke great truth. He couldn't bring himself to kill the only thing he loved other than magic and mischief. The doctor levitated his Fluttershy doll into his view again, and he gradually felt better. But then it hit him: While Fluttershy could easily mend himself of his inner troubles, how could she easily see him through his problem without dying? He gave a frown and thought this over, but then perked up when the door opened to reveal a large white pegasus pony with wings the size of a foal's. He held up a hoof and yelled "YEEEEEAH!!!" He then followed after with a whooping cough as he covered his mouth with his hoof. The doctor shook his head at the sudden outburst. At least this pegasus wasn't as loud as Luna when using the Royal Canterlot Voice.
_____

Later, Dr. Facilier left the clinic after another day of work, but was still downtrodden about his thoughts pertaining to Fluttershy. She was the best thing to ever happen to the Shadowcolt even when he was at his worst, but it felt wrong knowing that her death was the only way he could get out of this twisted game. He couldn't do it. The doctor stopped and looked down for a moment, only to be met with a familiar trio of fillies that approached him with smiles on their faces. Applebloom spoke up "Howdy, Dr. Fa-cee-lee-ae! We haven't really spoke in a while! How was yer time at Canterlot with th' Princess Celestia?"

Scootaloo tilted her head at Dr. Facilier "You don't look too happy today. Is something the matter? Fluttershy didn't break up with you, did she?"

Sweetie Belle turned to the orange filly "That's impossible! She's head over hooves for Dr. Facilier, and she loves him ever since he saved her life! There's no way she would leave him!" She turned to Dr. Facilier "Did something happen at work today?"

The Shadowcolt had to hoof it to Sweetie Belle for being observant on certain problems, but they shouldn't know about his dilemma. He shook his head and feigned a smile.

"I'm jus' so tired from all this toil.
The cases o' feather flu makes my blood boil!
Never thought it would get so bad before,
But at least I stepped in t' settle th' score."

The crusaders gave an 'Ooooh' in unison when they bought into his white lie. Sweetie Belle then spoke up "If you're still really bothered about work so much, why not make another doll or two? My sister says that a hobby is the best way to deal with the stress in your head!"

Applebloom turns to the unicorn filly "Sweetie Belle, yer sister usually goes to th' spa! Ah don't really think it's much of a hobby..."

Sweetie Belle focuses her attention to Applebloom "Well, it helps with her stress! There isn't much else she does other than make dresses all the time or hang out with her friends!"

Scootaloo raised an eyebrow "So basically she makes dresses, goes to the spa, and nothing else?? I think we need to find HER a hobby!"

While the fillies conversed with one another, Dr. Facilier poked a hoof at his chin and wondered if it was best to make another doll to add to his collection. He focused his gaze towards the doll shop not too far from his current position and gave a curt nod. The Shadowcolt then turned back to the fillies and spoke.

"Y'all jus' gave me a good idea today.
Why doncha go on off an' play?"

The crusaders turned their attention to the doctor and nodded as Scootaloo spoke "Alright then. See ya around, Dr. Fa-silly-a!" With that, the fillies made their leave. Dr. Facilier turned to the doll shop and trotted over as an idea cranked into his head. The shadow tilted its head while they walked, confused towards the doctor's motives.

After he purchased another naked base doll, Dr. Facilier made his way back to the cottage so he can get started on his little project. This will be something that comes from the good of his heart. When he reached the cottage, he went inside and saw Fluttershy feeding some of the little critters in the house, Angel included.

The white rabbit glared at the Shadowcolt as he made his way in, and Fluttershy took notice with a smile "Oh! Hello, Dr. Facilier! How was work for you today?" She paused and then giggled at her words "What a surprise. I'm beginning to rhyme like you now." She trotted over to the doctor and the two shared a small kiss "I'll have dinner ready after I'm done feeding the animals. You can do what you want until then." She gave her coltfriend a warm smile to which Dr. Facilier returned in kind.

"I appreciate ya helpin' me since we've met.
Our times we had together, I'll never forget!"

Fluttershy drew back and blushed "Oh, it was nothing at all. It's always best to help out a pony in need...and you've made such a wonderful impact here in Ponyville! I'm glad to have met you, Dr. Facilier...I hope we can both make each other happy." She nuzzled the Shadowcolt and then went back to feeding the animals.

Dr. Facilier smiled at her gesture and decided to get started on his little project. He went to his desk and pulled out the base doll he bought from the shop earlier today. The doctor looked at his collection before getting started, and directed his attention towards the beat-up Zecora doll. He paused at it's condition, but shook his head and focused on the Fluttershy doll he had in his possession 'This one's missin' somethin'...' An idea popped into his head, and Dr. Facilier cracked a smile at the thought of it.

With that, the Shadowcolt got the inspiration to get started on the perfect doll. This one was going to be specially made for his marefriend, and shall reflect his feelings for both her and himself...

End of Chapter 40

Chapter 41

Chapter 41

But You Lost What You Had...

The days passed both accordingly and quickly as Dr. Facilier toiled over his little project while paying attention to his other duties, namely Fluttershy and his job, and they continued to pass as quick as they came. With each day, the Shadowcolt would add more to his project after coming home from work and make sure that the detail was just right, much like Rarity when she makes a wonderful dress.

What inspired him to continue was the very vivid image of his marefriend in his mind as he went about his days. He wanted to make this one count with all of the good he had acquired during his stay in this world, and he pushed aside the gloomy revelation of his problems before then. He may still be under control by higher powers, but they won't stop him from seeing this project through...

2 Months Later...

Dr. Facilier's stay in Equestria was indeed worthwhile when he spent time with Fluttershy and worked at Ponyville Clinic. He made enough money to get himself his own house, but he instead used it to benefit the timid mare's happiness despite how the animals acted towards the doctor. Each day was boring at best with how consistent his schedule was, but he wouldn't have it any other way. There were days that seemed out of the ordinary and involved adventure followed by another lesson learned, but it still didn't help his cause considering the small aspect of his former self refused to leave his presence.

Dr. Facilier rested in his bed as he contemplated on his situation while Fluttershy was sound asleep. He gave a deep and wistful sigh when he thought about all of the words said to him that put his quest for change in utter dismay.

"I cannot be held responsible if you decide to act against the new-found will I've bestowed upon you...I expect you to change, Dr. Facilier, for the better of yourself and your new life...And with Fluttershy at your side, you're sure to do well for yourself. Can you do your best for the sake of Equestria?"
_____

'You're a villain, Dr. Facilier...An conniving, sadistic, and unforgivable villain...And this world, this Equestria, is tearing you apart at the seams...Once you die, you'll only come back here and pay your dues in kind...You were lucky to be saved by that white winged unicorn, but even SHE knew of your deeds...It was nothing but a mistake to revive you, knowing you'll simply return from whence you came. While your affection towards that mare of yours is genuine, it's nothing more than an infected cyst in your body that shouldn't even exist...This world, and everyone inside of it, is trying to do the impossible and change who you really are, and even they fail to realize that it is a meaningless effort...'
_____

"You? Come to me for advice on redemption?
For a life that promises certain exemption?
You must be certainly deranged
To forget that some things never change!"
_____

The Shadowcolt frowned sadly at what he remembered. For as long as he had lived under Fluttershy's roof, it would seem that it was impossible to let this all continue without progression. He constantly kept his past life under wraps from the element bearers and it would not aid him to come clean and expect to be considered their friend afterwards. The worst-case scenario is that it won't be long until they persist to know about him. He looked down on the floor at his shadow, who did a gesture of tapping a foreleg impatiently as if the doctor was trying its patience. Was it expecting something out of him?

But then it hit him. Perhaps he has overstayed his welcome in this world with how his endeavors proved to be almost meaningless despite the feelings he had for Fluttershy. His frown deepened when he realized that he led what appeared to be an amazing relationship while being under the guise of an ill-minded villain who tried to change out of obligation of a game between cosmic powers. The shadow only grew impatient with how long Dr. Facilier had held out when living with Fluttershy, and he doesn't blame his shady friend for thinking that way. It wouldn't be right for him to keep this up...

...It was time for him to go...

He took one last good stare at Fluttershy as she slept so content on her side of the bed. So innocent and so serene. The doctor wiped a tear from his eye knowing that he could not stay here much longer and endanger her and her friends. He leaned down and gave a small peck on the timid mare's head before he hopped out of bed and quietly made his way downstairs.

On his desk downstairs, Dr. Facilier looked through a book on plants and found the page he was looking for. The plant was known as 'Heart's Desire', and according to the description, it was as the name itself implied. It grants whatever the heart desires after consumption from its petals, though it is limited to certain points. The reason he searched for this particular plant was simple: He did not want to go back with a mood that would satisfy his 'friends'. It seemed radical, but it was best to go back the way he came into this world. While he favored the friends he made in Equestria, it wouldn't be right for him to leave them in tears.

He knew he didn't need anything other than his suit for where he was going, but he pulled out a quill and parchment as he wrote down something before his leave. As he wrote, The Shadowcolt shed another tear as he jotted down further along the parchment.

Afterwards he levitated a box and some ribbons and wrapped up his project before he left. Dr. Facilier looked around to see everything in the living room so quiet and dark, and he smiled to himself knowing that his marefriend would prosper well with what he left for her. He straightened his hat and suit and took his leave as he quietly opened the front door.
_____

Fluttershy slept soundly in her bed and dreamed about her and Dr. Facilier dancing in a meadow. She felt her heart soar while she gazed into the doctor's eyes as they shared a sweet dance. While they held their hooves, she leaned in along with the Shadowcolt as the two went to go kiss, but something happened when their lips touched.

The Shadowcolt dematerialized into thin air starting from his muzzle and his hooves as Fluttershy gasped in shock and fright. She tried to grasp for him as he slowly vanished while the doctor stared back at her blankly "No, wait! Come back! Don't leave me here!" The skies became grey once Dr. Facilier had vanished into thin air. Fluttershy stood with widened and teary eyes as she felt her voice leave her. She plopped onto her haunches and tried to find her voice so she could cry her eyes out.

With how the dream escalated into a nightmare, Fluttershy gasped and woke up from her slumber. She hyperventilated, but eventually calmed down "Just a dream...Thank goodness..." She turned to the set of covers next to her with a smile and stroked at it "I know that Dr. Facilier wouldn't-" When she stroked the covers, they moved to reveal that the Shadowcolt wasn't there at all. This made the timid mare's heart stop as she darted her head around "Dr. Facilier?" She hopped from her bed and hoped it wasn't another nightmare as she galloped down the stairs.

When she reached the living room, she looked around and called again "Dr. Facilier!?" She began to grow worried, until she noticed that a lamp was left on near the doctor's workdesk. Fluttershy trotted over and looked at all of his potions and his dolls, then noticed a present with a letter folded next to it saying 'To Fluttershy'. She ignored the present as she unraveled the paper to see a letter of sorts. The timid mare read it intently to see what was said.

To my dearest marefriend,

How are you doing? If you got this, then I'm glad if it was sooner. It was about time I came clean and confess myself with this paper.

Before I came to Equestria, I was nothing but the worst kind of scum you would see in the fairytales you heard as a filly. In fact, it was enjoyable before I met you. I did things. Horrible and unforgivable things that not even YOU would look over, and I'm sorry that I never told you with all the time we had spent together...

Your Princess Celestia, on the other hoof, was the one that brought me here by striking a bet with my Friends on the Other Side, or so they're called. She wanted me to change, but over the past couple months, I could only change so much of me. You and your friends did a hell of a job to try and make me step into the light, but it only made my shadow bigger, badder, and much worse than I was before.

I can't change, Fluttershy. My being here would only cause trouble if I'm met with something familiar, and I surely won't be happy once we've parted ways in the future. It's best that I do this now to save us both the trouble. You know what they say: If you love something so much, set it free.

Before you think ill of me, I want you to know that the love I had for you was real. Very real. You were the one thing that kept me from doing all kinds of bad ever since I came here, other than the time with Angel bunny and the Zecora doll. I have to be honest, I lied about them along with other things.

But aside from that, know that even if I'm gone, even if I have no hope here, that I always love you. And to make sure you believe me, I left you a little something before I made my leave. It was made out of the goodness of my heart that you and your friends managed to dig inside of me.

So with this message, Fluttershy...This is goodbye...

You made me the most happiest stallion in Equestria, and I hope I made you the happiest mare...

Love you with all my heart,

Dr. Facilier

P.S: Please don't look for me. Please, for the love of Celestia, do not look for me, Fluttershy. I don't want to hurt you...

Fluttershy dropped the note as she stood motionless with tears in her eyes, and she flared her wings and quickly made for the door and ignored the wrapped present as it fell onto the floor with the gust her wings picked up. Her wings teared through the skies and tried to search high and low for the Shadowcolt in Ponyville. In her mind, the timid mare was confused. Not just because of the paper, but the pony who wrote it.

She was shy when she met him, but she also remembered how Dr. Facilier treated her despite what was said in the letter, although she couldn't find it in her heart to look at him the same way with the dark deeds he confessed. She wanted to forget that and remember that she had the most wonderful coltfriend that made her the most happiest mare in Equestria. It was so hard. But she needed to push them aside for another time. She needed to find her coltfriend so they could sort things out 'Where are you, Dr. Facilier!? Where!? Please show yourself! You can't leave me like this!' Her eyes watered from both the intense speed she was going, along with her building sorrow.
_____

Dr. Facilier was in the neck of the woods that was the Everfree Forest as he trotted with a stoic expression on his face. His shadow followed with a similar expression, though on the inside it was all kinds of excited for what the doctor had in mind. The Shadowcolt looked around at different brushes of plants and made sure to steer clear of the batches of Poison Joke. He needed to find the plant he was looking for so he could make this his final act in Equestria. He needed the Heart's Desire to seal the deal. Permanently.

He inwardly felt beyond horrible to realize that he left his marefriend in the dust, and was sure he would never see her again, but it was better this way. He couldn't squander his second chance knowing that it was impossible for him to become a whole new stallion. But now wasn't the time to be depressed.

Dr. Facilier took the time to curb his sadness the only way he knew how. He closed his eyes for a brief moment to picture the vivid and beautiful image of Fluttershy in his head. Yes, he needed his marefriend one last time to see his goal to the end, even if it wasn't the best course of action. But then again, how else would he return to his friends?

In time, he managed to come across a distant brush of flowers resembling hearts, whose petals glistened in the night as they laid ripe for the picking. The image of Fluttershy still dancing in his mind, the Shadowcolt stepped forward while his shadow slowly began to smile.
_____

Fluttershy searched high and low for Dr. Facilier. She even went to the local nightclub and mentioned to Vinyl Scratch about her problems. The timid mare thought that the DJ would give a straight answer, but she only replied with 'Don't worry, Flutters. I got this...' What could she possibly mean? She decided to consult to the only pony smart enough to know where Dr. Facilier was going.

The timid mare soared over to the library and knocked on the door frantically. There was a brief moment of silence, and then Fluttershy repeated her process once again. This time, she was lucky enough to find Twilight at her door looking awfully tired.

Twilight noted the look on Fluttershy's face and rubbed her own eyes "Fluttershy?" She yawned "What's wrong? Why are you here at this late hour?"

Fluttershy wiped her eyes and spoke "Twilight, I need you to help me find Dr. Facilier fast! He's missing!"

The lavender bookworm woke up at this "Missing? But how? Where would he run off to like this? Was he foalnapped?"

Fluttershy shook her head "No. No, not at all. He went out on his own, but he told me not to find him! I can't let him leave like this! I can't lose him now! I-...I-..." She threw herself on Twilight and sobbed.

Twilight held the timid mare in her forelegs as she sobbed on her chest "Fluttershy, please don't cry like this! I'll help you find him and we'll sort things out!" She managed to pull Fluttershy's face from her chest and the two looked at each other "Now tell me, where do you think he would have gone? Or more importantly, why exactly did he want to leave?"

Fluttershy looked down and her depression worsened. This was going to be a long and hard story to tell.
_____

While the brush of Heart's Desire laid in front of him, Dr. Facilier took his time to reflect on all of the times he had shared with Fluttershy and her friends, much to the displeasure of his own shadow. Some were good, some were bad, and some were mostly random and strange enough to be considered Pinkie Pie's kind of crazy. He treasured them all, but not as much as his marefriend who took him in and stepped beside him the whole way.

He activated his horn and wrapped one of the marvelous flowers in an aura of his magic, then plucked it out and levitated it towards his face as he stared blankly at it.
_____

Fluttershy and Twilight were galloping along Ponyville with the other element bearers in search of Dr. Facilier, who had their own respective expressions upon hearing Fluttershy's story involving her letter.

Twilight looked at the timid mare "So you mean to tell me that Dr. Facilier wasn't a good pony to begin with? And that he was responsible for Zecora's wounds a couple months back?" This was the first time the thought occured to Twilight's mind, but what was her mentor thinking when she brought the Shadowcolt into this world?

Rainbow Dash was fuming as she flew over her friends "I knew he couldn't be trusted! I can't believe I thought he was a good guy after he saved Fluttershy's life! What the hay was I thinking!?"

Applejack kept a firm look as she moved forward "Looks like we're gonna hafta sniff 'im out an' make 'im answer fer his crimes! Ah already feel like buckin' myself fer not seein' through his ruse!"

Rarity was confused while she galloped "But it doesn't make any sense! Are we talking about the same zebracorn that proved himself to be an amazing gentlecolt when we first met?? This whole thing is as about as chaotic as Discord!"

Pinkie was only bouncing "I knew the whole time! But Twilight was right about me to not spoil it for anypony back then!"

Twilight looked at her friends "We'll have to split up if he's somewhere in town! Let's go!" The element bearers did just that as they searched for him.

Fluttershy was happy to be alone so she could have the possible chance of finding her coltfriend on her own. She couldn't imagine what would happen if Rainbow Dash or Applejack got a hold of him.
_____

Dr. Facilier felt like a statue for how long he had stood with the freshly-picked Heart's Desire floating in front of him. His shadow sneered with impatience with how its master took his time basking in his memories. But then the Shadowcolt came to as he took a deep breath. In his heart, he wanted two things: His marefriend, and his old sense of evil so he can leave this world and everything in it. There was only one thing he wanted, and the doctor shed one last tear when he knew what the decision was 'Well, it was fun while it lasted, I guess...Was already used t' that warm and tingly feelin' inside, and that bugged the crap outta me back then...'

He brought the flower further to his mouth as he opened wide to take a bite. Before he sunk his teeth, however, he heard the sound of a bird cawing. He stopped for a moment and looked up to see a dark bird staring down at the Shadowcolt, tilting its head as if curious.

Dr. Facilier knew this kind of bird all too well. In fact, it made him think of the poem derived from the name. With that thought, he began to utter a few lines of said poem while the image of Fluttershy flickered in his head.

"In there strepped a stately raven from th' saintly days o' Yore...
Though thy crest be shorn an' shaven,
Thou art sure no craven...

He levitated the flower near his lips while he pictured the sublime beauty of his marefriend and continued his verses.

"Ghastly grim an' ancient raven wanderin' from th' nightly shore...
Tell me what thy lordly name is on th' night's Plutonian shore?"

With his mind made up, he opened his mouth and brought his teeth down on the bud of the flower and chewed it up contently, then swallowed it as the image of Fluttershy slowly faded from his head into the darkness.

Dr. Facilier then stood still and canceled his magic and dropped the stem of the flower with his head hung down. After a small moment, his mouth slowly contorted into an very familiar and wicked grin and brought his head up to reveal narrowed eyes of evil that reflected in the moonlight. His shadow rejoiced with its own crooked smile as its master finished up in a devious whisper.

"Nevermore..."

End of Chapter 41

Chapter 42 (See what I did there?)

Final Chapter

Hush...

Dr. Facilier cracked his neck left and right, and gave a malicious laugh while his shadow joined in a silent laughter of its own.

"Man, does it feels so good t' be me again!
Don' know what th' hell I was thinkin' back then!
But now's th' time to retract what I've done...
It's time for some change! It's time for some fun!"

He leered about his surroundings and noticed many trees casting available shadows in the pale moonlight and was pleased with what he had to work with. His horn glowed and he casted the 'Coming to Life' spell on each of the many shadows in his sights. Every shadow trembled and shook until they finally broke from their physical bondings and took different forms of shady monsters. They gathered around their master while he looked up with anticipating eyes and an ear-to-ear grin.

"Yeah, this really takes me back...
Now it's time t' paint Ponyville black!"

The Shadowcolt jerked his head towards the trail leading to Ponyville and trotted away with the several shadows he casted following him as they swooped through the trees in their ethreal splendor. Dr. Facilier jittered with excitement at the thought of causing some old-fashioned trouble before he would be casted back with his 'friends'.
_____

From Canterlot Castle, Luna was able to catch the doctor's change with the help of the moon she raised in the sky, and she gasped at what happened soon after. She galloped towards her sister's bedroom posthaste to warn her about the imminent danger Ponyville was about to be placed in 'Surely this can't be real at all! To think that Dr. Facilier would resort to this unacceptable choice!'

The doors to Celestia's bedroom flew open as the Princess of the Night made her entrance with a look of concern and used the Royal Canterlot Voice to emphasize the issue "SISTER! THE DREADED SHADOWCOLT HATH REVERTED TOWARD HIS VILLAINOUS WAYS! WE MUST MAKE LEAVE FOR PONYVILLE IMMEDIATELY!"

Luna's volume was enough to make Celestia jump and glare at her younger sister, but when she processed what was said, she donned a look of dire seriousness "So he made his choice..." The solar princess hung her head down for a moment and closed her eyes "I suppose it was a mistake to bring him back and change him..." She then brought her head up and focused her gaze on Luna "Let us make for the Element chamber! The bet is loss and his fate is sealed!" Celestia hopped from her bed and the two princesses galloped out of the room.
_____

Dr. Facilier hummed a jaunty and familiar tone as he casually strolled through the forest. He looked around with bored eyes and a devious smirk while he sauntered along the trail, and noticed Zecora's hut coming into view. With that, he and his shadow gave a crooked smile

"Before I go an' meet my friends...
I think it's time to cut some loose ends..."

The Shadowcolt trotted onto Zecora's door step and politely knocked on the door while the shadows projected behind him with wicked smiles on their faces. The zebra mare opened the door, and then gasped when she noticed the shadows surrounding Dr. Facilier. She uttered words in her native tongue while she took in the darkened scenery with widened eyes. This was enough for the doctor to grin his gapped teeth once more.

"Hey there, deary. Remember me?
I'll give ya til th' count o' three..."

The shadows revealed their forms along the vertical edges of the tree and leered at the zebra mare as she galloped back inside. Dr. Facilier chuckled to himself and brushed the collar of his suit with a hoof before he chose to make his way inside. But before he could step through the open door, Zecora came back with two items in her possession: A long and sturdy bamboo stick in her right hoof, and a vial containing a green powdered substance in her left. She glared at Dr. Facilier while he cackled at the small display of items

"Is that seriously all ya got!?
Ya know how t' make me laugh a lo-"

Zecora popped open the vial in her left hoof using her mouth and she waved the powder in front of her as it spread into a green mist and shrouded the Shadowcolt's eyes. It caused seering pain and the doctor clenched his eyes shut and yelled in pain as he rubbed them with his hooves. While he was distracted, Zecora dropped the empty vial, took her bamboo stick in both hooves, and swung it upside Dr. Facilier's face and knocked him to the ground. She then quickly hopped over him and avoided all of the monstrous shadows in her path as she galloped away from her home.

"His true intentions have taken form!
I need help to quell this awful storm!"

She knew she couldn't fight Dr. Facilier alone with what he had gained, so there was nopony else to turn to but the friends she knew most. The doctor recovered from both the powder's effect and the nasty hit on his head only to watch the zebra mare move out of sight with bloodshot eyes. He gritted his teeth and growled in anger as he turned to his several shadow demons and snapped

"Th' hell are y'all doin' gawkin' at my face!?
Hurry after that stupid bitch! Give chase!"

The shadows did as commanded and swooped along the trees leading to Ponyville. Dr. Facilier rubbed his eyes once more and joined his shady minions so he could take care of business.
_____

Meanwhile in Ponyville, the element bearers gathered in town square to show they were all unsuccessful in locating Dr. Facilier. Fluttershy gave a saddened sigh with her failure, but her ears perked up when she heard approaching hoofbeats "Somepony's coming...Do you think it's him?"

Rainbow Dash glared and flared her nostrils as she hovered in the air "If so, then he's in for a world of hurt!"

Applejack looked over to where the hoofbeats were growing in volume, and gasped to see Zecora running with a bamboo stick "Hey, y'all! It's Zecora!" The others turned to see the zebra mare approach her friends with worry plastered on her face. She skidded to a halt in front of them and caught her breath after running. Applejack trotted to her side "Zecora, is there somethin' wrong? Do ya know where we can find Dr. Fa-cee-lee-ae?"

Zecora caught her breath and stared at her friends with a serious gaze.

"He is headed this way with a dark intent!
We must take the swiftest action and prevent
The horrible deed that he has planned
With shady demons in his command!"

Twilight perked up at this "Wait a minute...Did you say shady demons?" She thought about this for a moment 'So that time on the train ride to Canterlot was...' Her thoughts were interrupted when she heard several gust sounds and turned to the route where Zecora came from.

Several shadows with crooked smiles flew along the buildings in Ponyville and surrounded the group of mares. Everypony present moved back cautiously, whereas Pinkie was making silly faces at each one of the shadows leering at her and the others. Fluttershy cringed and looked around "Sh-Sh-Shadows!? But who would-" She heard a familiar laugh and gasped when she saw her coltfriend as he strolled into town with a dark grin on his face.

"Well well well, what have we here?
Seven little mares all filled with fear..."

Rainbow Dash flew in front of the group and glared daggers at Dr. Facilier "In your dreams, you jerk! You'll pay for making Fluttershy cry!!" She flew at the doctor with her hooves stretched forward. Dr. Facilier raised an eyebrow in arrogance and stamped at the ground with a hoof to command one of his shadows to swoop over and protect him. The shadow that approached the doctor melded itself into a shadowed wall in front of Dr. Facilier that could be seen on the ground with Rainbow Dash's. When she got close, she rammed into an invisible barrier that sent her back reeling.

The others gasped at this while the cyan pegasus recovered midair and rubbed her head. Dr. Facilier only laughed at her failure and stamped at the ground again as his protective shadow went out of its wall form and went on the offensive. It swooped over under Rainbow Dash and hovered over her shadow, then extended its claws and grabbed at the shadow's tail. When she felt her own tail being grabbed, Rainbow Dash yelped when she was yanked and swung in a circle rapidly before being tossed into a tree. Her head was stick inside of the tree and she struggled to get out.

Applejack saw this and glared at Dr. Facilier "Bad enough ya made trouble with yer marefriend, but with mine, too? Well Ah! Ain't! Happy!" She galloped over with anger in her eyes. Dr. Facilier grinned defiantly and stamped at the ground as he commanded another shadow.

Twilight saw this and called out "Applejack, wait!" But it was too late. The shadow that the Shadowcolt commanded planted an extended set of claws near the cowpony and waited for her to pass, only to have one of her shadows hindlegs get caught and make her trip. She brought her face from the dirt and looked up at the Shadowcolt, who waved at her before she was hoisted into the air and tossed over to the same tree as Rainbow Dash, only her back collided with the tree.

Dr. Facilier held a hoof to his head as he laughed at the couple's misfortune, and Fluttershy couldn't believe her eyes when she witnessed the pain of her friends at the hooves of her coltfriend 'No...No, this can't be him! This is a dream! This is all just a dream!' She disbelieved what all had just now transpired as she buried her face in her hooves. But then she realized that this was her coltfriend, and that she needed to see him for herself. She slowly rose to her feet and looked ahead at the Shadowcolt.

Pinkie saw her friends and growled at Dr. Facilier "You big meanie-pants! You're asking for it! I'm gonna settle things Pinkie Pie sty-Whoa!" She felt herself be pinned to the ground and she looked to see four shadows holding each of her legs. The party pony looked forward with a poker face "Poop..."

The Shadowcolt will not be bothered by that annoying pink mare and her ability to defy the laws of physics. She turned to the remaining set of mares being led by Twilight Sparkle as she glared cautiously at him. He smirked and tipped his hat.

"How's it goin', Twilight, my dear?
Can't say I fancy meetin' ya here!"

Twilight narrowed her eyes along with Zecora as they got in a defensive stance "Dr. Facilier, what is the meaning of this!? Why are you choosing to do this now of all times!? Do you not realize what you're doing!?" Her words fell on deaf ears when the Shadowcolt feigned picking one of his ears with a hoof. She went to lash out until she noticed Fluttershy trot forward with a neutral stare. Twilight, Zecora, and Rarity all watched in surprise and Zecora quickly got in the timid mare's way with a stern gaze.

"Fluttershy, you must not approach him!
His heart is dark, his intention grim!"

Fluttershy looked past Zecora to see Dr. Facilier staring back at her with his malicious grin. She looked down 'Just a dream...' To her, this could all fade away in her mind if she would just approach him and wake up. The timid mare ignored Zecora's warning and moved past her with her same neutral gaze. Dr. Facilier saw this and raised an eyebrow at her as he wondered what she would do to him. He made no motion at all while Fluttershy approached her, and when she closed the distance, she looked deep into his eyes "Dr. Facilier...This isn't you at all...is it?"

The doctor looked back at Fluttershy as the two stared for a moment. Applejack recovered and noticed the scene going on, followed by Rainbow Dash as she plopped her head out of the tree. Pinkie was still being held down by four shadows, but she, too, was enthralled with the sight. Twilight, Rarity, and Zecora were curious to why Dr. Facilier stopped.

Until it happened...

Fluttershy thought it was a dream, until she felt a hard and cold backhoof whipped across her face without hesitation. Her world slowed down, and her eyes went wide in disbelief as tears flew from her eyes. At this moment, she remembered the post script in the ominous letter she read earlier:

'Please don't look for me. Please, for the love of Celestia, don't look for me, Fluttershy. I don't want to hurt you...'

When she fell onto the ground motionless, everypony dropped their jaws at Dr. Facilier's act, while he only inspected his hoof for a brief moment.

"This isn't me? Get real, mare!
S'good thing y'all didn't use that stare..."

Twilight never expected this to happen to one of her friends, and her face slowly contorted into that of unbridled rage as she growled. In the next moment, her coat changed from purple to white while her mane and tail bursted into flames "You monster!! I won't forgive you for this!!"

For once, Dr. Facilier was taken aback at the new sight presented to him. He knew Twilight was a powerful magic user, but not THIS powerful. He waved a hoof and commanded a small slew of shadows to lunge at her from all angles. But before they could reach her, they all quickly reeled back away from the flames surrounding Twilight. They may be shadows, but that does not mean that they can't feel pain.

Other ponies began to wake up over the loud sounds going on outside, and they were instantly spooked at what was happening. They saw several shadows and a very pissed-off Twilight Sparkle about to go against Dr. Facilier. Everypony on the sidelines were both scared and confused as they stayed inside their homes where it was safe.

Dr. Facilier growled at the fact that his own shadows wouldn't touch Twilight in her new form, but then a thought hit his head. He looked down and noticed the motionless body of Fluttershy laying on the ground and gave a devious grin as he commanded one of his shadows to hoist her up. The Shadowcolt's horn began to glow as he aimed it for her chest 'If I kill 'er now...I'm a free man...'

Fluttershy looked at the doctor and noticed the killing intent on his face when he aimed his horn at her and she couldn't find the courage to believe what was about to happen "No...No, you can't..." she whispered sadly as she stared at the one who used to be her coltfriend.

Twilight saw what was happening and she along with the rest of the group, save for Pinkie, prepared to retaliate.

"DR. FACILIER!!"

The voice of Princess Celestia boomed from above and earned the attention of everypony present. After the Shadowcolt's name was called, a light shined over Ponyville. The shadows were engulfed and convulsed in pain until they faded away in the intense brightness, while the Shadowcolt covered his eyes. The light then faded to reveal Celestia and Luna in their regal glory as they hovered over Dr. Facilier. Luna levitated a gem-covered box with her magic while she glared down at him along with her older sister.

Twilight snapped out of her enraged state and looked up at her mentor "Princess! How did you-"

Celestia turned to Twilight and spoke in a solemn tone "I gave him fair warning that I would know about the trouble he would cause..."

Pinkie hopped up from where she was being held and chimed in "Oh, the readers knew about that! Well, unless they skimmed along the story out of boredom..." She looked down and pondered this thought, oblivious to the matter at hoof. Dr. Facilier looked around to see that his shadows were gone, but he regained his vigor and feigned innocence at the princesses out of spite

"Oh my goodness, what have I done?
I only wanted t' have some fun..."

Celestia turned and glared at Dr. Facilier for his defiant behavior and signalled for Luna to open the case. The Princess of the Night revealed the Elements of Harmony, to which Twilight levitated and presented them to her fellow element bearers.

As they prepared for their attack, Dr. Facilier got more angry as he glared at his group of enemies now numbering nine. His shadow was the only thing showing cowardice as it hid behind the doctor and shivered. While he got angry, 'The Song' played once more, but this time, everypony present heard it. While they all looked around, Pinkie was hopping up and down in glee "Oh! Oh! It's playing again! But my record player isn't on..."

Twilight was oblivious to the source of the sound until she looked above Dr. Facilier with widened eyes "Everypony! Look!" The ponies, save for Dr. Facilier, looked up to see ominous floating masks with glowing green eyes appear while they scatted to a dark beat.

Dr. Facilier saw his enemies look above him and turned to see his 'friends' approach him, and he felt a small pinch of fear as he stared up at them. They glared back as they scatted and grinned as they sang

ARE YOU READY~!?

Dr. Facilier inched away from the floating masks and glared at them as they moved closer and closer without pause.

ARE YOU READY~!?

Around the doctor and the other ponies, some voodoo dolls resembling ponies emerged from the ground with pins in their hooves as they crawled out with stitched smiles. The Shadowcolt stopped in his tracks and yelled at his 'friends'

"No, I ain't ready! Jus' give me a minute or two!
I wanna have some fun and see this through!"

After his words, the large mask appeared behind the floating masks from a green aura and grinned deviously at his puppet.

'Look at that...I was right about the time it took you to see the bigger picture...But enough about that. Time to go, doctor...Let us be off...'

The large mask then opened its maw as a large shadowy claw extended from its mouth, grabbed Dr. Facilier's shadow, and pulled it and the doctor towards its glowing mouth. The Shadowcolt yelled and grasped at the ground while he was being pulled, much to the horror of the others despite them knowing about Dr. Facilier's evil.

"No no no! Jus' cut me some slack!
I ain't ready at all to go back!"

His face of pure villainy was now replaced with one of utter regret and begging while he grasped at the ground. Fluttershy saw the look in his eyes and yelled "No!" She galloped over towards the doctor, but was held back by Applejack and Rainbow Dash, who looked at the scene with horror and a small sense of pity towards Dr. Facilier. They didn't want to lose her to the shadows.

The voodoo dolls were banging on drums found out of nowhere with their pins while Dr. Facilier was being dragged back to hell. He yelled out to his friends while his face was plastered with regret and horror.

"I DIDN'T MEAN FOR MY PLANS TO COME TO THIS!!!
I PROMISE I'LL PAY Y'ALL BACK! I PROMISE!!!!"

With one final pull, Dr. Facilier yelled when he found himself inside of the large mask's mouth. It then inhaled as the masks, dolls, and drums were all sucked into its mouth as well. When it closed its mouth, it gave a thunderous noise before it winked out of existence in a flash of lightning. The battle was now over.

Everypony in their homes slowly crawled out of their doorsteps to comprehend what had just happened. They all traded glances and murmured in the crowds with worry in their voices.

Princess Luna saw her subjects in unrest and spoke towards them "Our loyal subjects! We art afraid it is best to say that the stallion known as Dr. Facilier was not meant to live here in Ponyville all this time! We apologize for any disturbance placed towards thee and shall grant a pleasant rest for all! Thou may return to thine homes and know that peace has fallen over your town once more!"

The citizens of Ponyville, comfortable with Luna's speech (especially since it wasn't in the Royal Canterlot Voice) did as commanded and went back inside their homes to rest. Princess Celestia looked at the spot where Dr. Facilier was taken away from and closed her eyes 'Perhaps I have been to naive for all the centuries I have lived in my life...' She turned to her subjects "My little ponies, you have witnessed a horrible act and have managed to overcome it with your spirits. It is my duty to apologize to you all for having you go through this little episode..."

Rarity trotted up and bowed to Celestia "Oh, you musn't be too hard on yourself, Princess! You only wanted him to change and he failed to do so. While I cannot fathom how he was taken away, you really do not have much to worry about knowing that everypony is safe and sound!"

Twilight nodded "That's right! We've been through worse and we managed to get past each trial presented to us in our lives!" She looked down "Although, I can't help but feel sorry for Dr. Facilier..." That's when she perked up and remembered "Fluttershy!" She looked over to see her timid friend's face buried in her mane "Fluttershy, are you-"

Fluttershy weakly wriggled herself out of Applejack and Rainbow Dash's grasp and slowly trotted back to her cottage. Everypony present saw her leave with sadness on their faces. Zecora closed her eyes and spoke in a calm tone

"She mourns the loss of the one she loves most
And how he was taken by a mysterious ghost..."

Twilight drooped her ears and watched her timid friend move out of sight "Fluttershy..."

Rainbow Dash looked and went to go comfort her, only to be stopped by Applejack, who closed her eyes and shook her head "She needs some alone time fer this'un, Dash. T'aint right t' make it worse on 'er..." The cyan pegasus went to object, but understood the gravity of her sorrow with who she shared her love with. Rainbow Dash only wished she could stick to her element and be there for Fluttershy when she needed it.

Celestia and Luna looked at each other and nodded and focused their gazes back to the others as the solar princess spoke "I'm afraid this is where we must get going, my little ponies. Have a good night, and please send my condolences to Fluttershy."

The Princess of the Night nodded "Ours as well. We wish her the best recovery...Til then, farewell!" The two princesses teleported away and left the remaining ponies and Zecora by themselves. Zecora turned to the forest and looked back at her friends

"It is very late and I must return to my hut
I hope that Fluttershy's mind won't remain in a rut..."

The remaining ponies waved Zecora off as she trotted back to the Everfree Forest. Rarity turned to the direction of the cottage with a look of pity on her face "The poor dear...I'll respect her wishes and give her some time to herself, but as Celestia as my witness, I shall make her happy when the moment is right!"

Twilight nodded to Rarity's proclamation and turned to her friends "We should get back to bed, too. We'll worry about Fluttershy in the morning." The ponies agreed and went to back to their respective homes to reflect on what had happened.

After they left, a certain unicorn DJ pushed what looked like a stereo on wheels towards where the battle had ended and looked around "Awww, horseapples! Am I late!?"
_____

Fluttershy had left a trail of tears that led to her home, and she opened the door to see that the lamp in her living room was still on with her tear-stained eyes. She trotted over to see that everything Dr. Facilier left behind was still there, including his sorted potions and his vast collection of dolls. She wiped her eyes and sniffed at the sight of the dolls. They will now serve the purpose to remind her of the one that made her life so happy. She turned to the desk and noticed the doll of herself and gave a sad smile 'He was so creative...' Then she looked down where she noticed where she dropped both the letter and the wrapped gift that the Shadowcolt had left for her.

She went over the letter for the sake of hearing his voice with good intentions in her head, and then she turned to the gift. She remembered the letter saying that Dr. Facilier left something behind to remind Fluttershy that he loved her with all his heart. She took a deep breath, and she slowly unraveled the gift's ribbon, then popped off the cover to reveal what was inside. The timid mare's eyes widened and she gave a low gasp as more tears formed in her eyes.

It was a doll; A doll of the one she considered the best coltfriend she had ever had. The appearance made it seem almost lifelike. It was like staring at a miniature Dr. Facilier. She slowly took the doll of the Shadowcolt in her hooves and stared at it with trembling pupils, then cradled it as she began to sob to herself. Fluttershy now knows that despite what Dr. Facilier really is, he shall always be her true love.
_____

So, it was back to this again. Back to the endless torture and everything that goes with it. Dr. Facilier never would have imagined he would repeat the same pathetic face he made as a human or make the same mistake of returning to his doom, but it didn't matter to him now. He was here; where his fate was sealed once more.

But then he realized that there are higher powers in the universe, and that one of them developed the tiniest sliver of mercy to grant him some freedom to do as he pleased once more. If it was possible, maybe it could happen to him again, and when that time comes, he could have more fun with no holds barred.

Dr. Facilier slowly cracked an ear-to-ear grin to himself at the thought of another powerful being wishing to take him away from this cesspool and grant him a new life and some freedom to make it better. All he can do is wait and see if that time will ever come to a poor sinner like him just like before.

After all...Third time's the charm, right?"

The End...?

Chapter 1

Chapter 1

A Second Chance?

He remembered it all: How he hatched his plot, how much he had to pay for it, and how close he came to realizing his plan altogether. Then, thanks to a little slip-up, a slimy little frog just happened to seal his fate completely. He remembered how panicked he was when he realized that all of his hard work had crumbled before him, and that the same folks he called his friends happened to pay him a visit and collect their 'debt'. He even remembered how he was mercilessly dragged into the very hole he dug for himself, only to face endless torment in the form of fearful images including his 'friends', deafening cackles from different voices, and that same song that he himself sung in his lifetime. It was a miracle that he hadn't been drove to insanity, but with each passing second the images grew more morbid, and the incessant laughing and song louder.

...Then it happened...

He thought it to be neverending, but as he waded in a cesspool of his own torment, everything slowly began getting darker and the images began to fade. When everything was pitch black to him, even the endless laughter and song began to fade out of earshot until there was nothing but endless darkness and silence. At that time, he lost feeling of both his body and mind, as if he were met with a peaceful rest at last. It didn't last long, however, as something surprising happened to him.

He was able to regain feeling of his body, and even gave off a weak moan as the darkness began to lift, opening his eyes only to show something even more surprising. Instead of the hell he wallowed in for so long, he found himself in a clearing of what appeared to be a forest. He gave another weak moan as he decided to speak...

"What the hell is goin' on?
Where have all my friends gone?"

He paused after his little sentence, thinking he rhymed as if on instinct. This could have been a small verbal mistake as he decided to speak once more...

"Whatever happened, I'm glad I'm free.
I wonder what my friends have done to me..."

He paused again, then widened his eyes to his realization. 'Is this some kind of joke!?' He thought, surprised to realize he couldn't rhyme in this thoughts. Ignoring the matter of his verbal conduct, he decided to get up and explore, only to realize something was amiss. When he got on two legs, he fell on all fours, as if he was reincarnated into a quadruped. This only added to his list of surprises pertaining to his current minutes in this new place: Waking up in what almost seemed like a pristine forest, rhyming with each word out of his mouth as if he were in a child's story, and the possibility of having been reborn as a lowly animal of sorts. This wouldn't sit well with him at all, but he should probably find the nearest mirror to see what possible monstrosity he has now become. Spotting a puddle a small distance away, he trotted over 'Wait...I'm trotting?' and gazed upon his new form.

"Of all the things I've seen right now,
All I have to ask is 'HOW!?'"

He couldn't believe what he saw. In the reflection of the dirty water gave way to a figure of an otherworldly striped horse -no- a zebra. A ZEBRA! And if that wasn't wierd enough, this zebra had a horn on its forehead, and possessed the same hat, eyes, and teeth that he had donned in his previous life. Despite the abominable figure in front of him, he already missed his cane. Maybe he could use it to knock himself senseless and consider this another form of torment from his 'friends'. He could save them a period of physical torment with how hard he wanted to hit himself right now. To make sure it wasn't a trick, he lifted a hoof near his face and began waving it left and right for good measure.

...This was no trick...

Dr. Facilier-THE Dr. Facilier, reduced to something Pablo Picasso himself would probably draw on a canvas, and in the middle of a forest no less. He probably thought he was back in Louisiana, in one of their famous bogs, though he spotted no swamps or bodies of water in sight, save for the puddle of cruel realization. He decided to examine himself for other things out of the ordinary in his case. There was some familiarity to the new body he possessed other than his hat and eyes, seeing as how he held a slim and slender figure. He noticed his tail resembled his wacky hairstyle in his previous life, but what really caught his eye was what was labeled on his hindquarters. He noticed what appeared to be an assortment of familiar items painted to his flanks, all bunched up as if they were about to be put on sale. There was a doll with a pin, a tarot card, and a potion flask of green liquid, all behind a cartoonish skull. This only raised more questions for himself, but he couldn't ask them here. He needed to get out of this forest and make contact with possible life, and hopefully scam them into doing what he wants. The Shadowman was always the charismatic type to anyone he spoke to, and would be happy to charm the very first person or animal that came into sight. Seeing as how he himself was technically an animal, he may have a shot of charming both, but then he remembers how out of place he looked ever since coming here.

He thought about moving out of this place, but then he remembered one small thing that he could ever cherish in his life other than his borrowed magic, charm, and physique...

...His shadow...

He practically beamed at the thought of his old chum, and turned to see the very shade he casted in the sunlight. Lifting one of his hooves, Dr. Facilier hoped to see if he would respond, but it only mimicked his exact movement. 'Maybe he's still asleep...' he thought, seeing as how his only true friend is attached to his body, not showing any sign of movement. Giving him a few moments to himself, he tried again, not only getting the same results, but growing irritated in the mix. After waving his hoof once more in a frantic motion, he had enough as he decided to call to his shadow.

"C'mon, shadow, this here ain't funny!
You can move so well while the sky's all sunny!"

No response

The witch doctor felt betrayed at one point, but that feeling was replaced with a faint sense of ire at his own shadow's disobedience. He began to think of harsh forms of punishment if he were to ever catch his shadow awake, only to have a faint and familiar beat make his ears perk up. He looked around as his anger began to recede, and at that moment, so did that faint sound of drums and voices. This began to get all to wierd for him, as he wanted to figure out if this wasn't more torture or not. So, with a sense of confidence and possible (if not, wrong) direction, he began to make his way into the thick of the forest from the clearing he woke up in.

He trotted along the only open trail he found, and continued walking. Looking back, the witch doctor could only see the sun-phased clearing move more and more out of sight as he continued along, noticing how dark and forboding the path has become. All sense of welcoming pleasure the forest had to offer before was now gone as he heard all sorts of animal sounds, as if one of them were waiting to pounce on him and have him for a quick snack. Each tree he passed looked all gnarled, and some looked as if they even had faces on them. He was beginning to think this was all some kind of mind trick played by his 'friends', only to realize what he had discovered after what felt like hours of travel.

He stumbled upon what appeared to be a hut made from one of the trees in the forest. What caught his attention was its exterior design. There were some masks, including one large green one over the door of the hut, and the branches were decorated in bottles tied to vines hanging from each branch. This can only mean one thing: There was another witch doctor here. One that could hopefully clear his mind, and can also be bent to his will. He grinned his gapped teeth at the sight of the hut, and couldn't waste another moment to gallop over there and knock on the door with his hoof. He heard chanting from inside, and upon further inspection, sounding feminine and alluring, causing him to chuckle to himself 'Ooooh~, this is gonna be easy...'. The doctor knocked on the door, and upon doing so, stopped the chanting from inside. There was faint trotting heard from behind the door, growing in sound with each step, then the knob turned with the door opening to reveal the hut's owner.

She, too, was a zebra, but did not possess a horn. Instead, she held dazzling blue eyes, a mohawk(Though at one point, he thought it was normal, since she was a zebra.), and rings on her neck, ears, and left hoof. The mark on her hindquarters depicted a sun similar to what could be seen in a cave painting, but he paid it no mind as his signature charm broke in. He grinned at the zebra mare and greeted himself in his most proper manner.

"Mademoiselle~! Enchanté~...
A tip of the hat, from Dr. Facilier~..."

He added the last part with charismatic emphasis, and was even courteous enough to remove his hat with his left hoof and showing his long and wacky mane. He was surprised to even grab his hat with his hoof, but dismissed the thought as he kept his charming (And almost seductive) guise and looked up at the zebra mare, who only stared with a blank face.

End of Chapter 1

Chapter 6

Chapter 6

Party peo-I mean, ponies

The sun was already setting over Fluttershy's cottage, with the animals settling into their respective homes. Inside, Fluttershy was making some tea, while Dr. Facilier was entranced by each page the book he borrowed had to offer 'Why didn't I think of just using my horn before? Time for a little test...' He took a deep breath and closed his eyes, clearing his mind as he began to focus. In no time at all, his horn began to glow a luminescent black and grey, and the book he read was covered in the same aura. He lifted it up sans effort and opened his eyes to beam at his success 'First this book, then whatever chump decides to get on my bad side...' He chuckled to himself at the thought of sending an unfortunate soul flying out of his sight, but stopped as Fluttershy called to him "Dr. Facilier! Your tea is ready! That is...if you want any..." He looked up and called back.

"I'll be there in a minute, Fluttershy!
Right now, this page jus' caught my eye!"

He couldn't take his eyes off of each and every page in this book, and it was only the start of his quest for knowledge and magic acquisition. He studied every page without hesitation, wanting to know every up and down so he knows how to manifest his powers better. Fluttershy peaked from her kitchen at his excitement, observing how he was learning almost as fast as Twilight. She went back into the kitchen and sipped some of her tea with Angel, who could only glare at Fluttershy in disbelief. Fluttershy looked at Angel "Do you...Do you think he likes me, Angel?" Angel shot a look that said 'Are you fucking kidding me?' and shook his head to reassure her, only to have her look down dejectedly "You're right...seeing as how he already has most of Ponyville falling for him...I've even seen how Rarity eyed him after he introduced himself..." Angel could only facepaw at what she just said and hopped to her face across the table and made some gestures. He pointed to Dr. Facilier in the living room, then walked in place while flashing an evil grin, then quickly streaked his paw across his neck under his chin and fell down on his back, looking dead. From each gesture, he was stating his opinion that Fluttershy had just let some evil stranger in her house, but Fluttershy could only reply with one of her oblivious statements "Now now, Angel...Just because his hat and cutie mark look..." she looks back at the Shadowcolt still engrossed in his literature, cringing a little, turning back to her bunny "...scary, doesn't mean he's all bad...I'm sure he'll come around and be a good addition to Ponyville in no time..." she smiled, wondering if Dr. Facilier could be as good as Zecora. Angel gritted his teeth, and then waved a paw as a gesture of saying 'Screw it' and hopped back into his little home. Fluttershy could only watch him go with a look of sadness and confusion on her face 'Why does he have to be so sore with me?' She then heard what sounded like evil laughter, gasping and cringing as she looked around, and noticed it came from the living room. She saw the doctor laughing with triumph as he closed the book and made his way towards the kitchen, only to stop in front of a shaking Fluttershy "Wh-Wh-Wh-Why were you laughing like that?" Dr. Facilier coud only grin as his horn glowed and the book he read floated towards him.

"I read this book from cover to cover!
I should head down to Twilight's and get another!"

Fluttershy gasped in awe as she placed a hoof over her mouth "You finished that whole book in just a few hours?? You and Twilight could be good friends!" When she heard herself say that, she could only look down, appearing like a sad puppy, and only succeeded in making the doctor look confused.

"Hey now, girl, what's up with you?
Did I say somethin' wrong? What'd I do?"

Fluttershy shook her head "No, it's not your fault, Dr. Facilier...I'm just thinking too much is all..." She continued looking down, only to have her face lifted by a gentle hoof under her chin, looking up at the doctor and blushing a little as he grinned with reassuring eyes.

"Nothin's more sadder than a sad little lady.
Jus' tell me what's up, no need to get shady..."

Fluttershy could only stutter at his words, but then defended herself "B-B-But didn't you say that you should 'grind curiousity to a halt?'" The doctor was impressed that she had listened to him so much, and shook his head with a smile.

"Ain't nothing wrong with a little freebie...
Now why doncha share your problems with me?"

Fluttershy looked away, blushing a little more "W-Well, umm...Dr. Facilier...I wondered if you...umm..." she kicked at the ground, then looked up "If you..." her eyes widened as she gasped and looked at the clock. It was 6:45, only 15 minutes until the party started. She galloped to the door "Oh my gosh, we're gonna be late!" Dr. Facilier looked at her and could only question her change in moods.

"Slow your role girl, what's the hurry?
Why'd ya go from shy to worried?"

Fluttershy turned to the Shadowcolt and reminded him of an earlier event "The party! The party for you! We have to head to Sugarcube Corner quickly! We're going to be late!" The doctor shook his head at how she acted, but decided to go since he already finished his book. He levitated it to the living room couch and followed Fluttershy outside as the two broke into a fierce gallop into Ponyville. While they galloped, Dr. Facilier noticed that nopony was outside. He wondered if they retired into their respective houses since it was starting to get late, and that nopony in this village ever heard of the term 'Night life'. Focusing back on the trail ahead of him, he followed Fluttershy to a house that looked like it was made entirely of confectionary treats of all sorts. This caused him to take a step back with a hesitant expression on his face 'Better not be no cannibalistic witch in that house...' he then noticed one of his hooves being weakly pulled by Fluttershy "In here, c'mon..." He followed her inside, but the whole place was pitch black. The doctor looked around each imaginary corner of the shrouding blackness, and felt as if this were some kind of joke.

"Hey, Fluttershy, this ain't right.
Why ain't there no sign o' light?"

Fluttershy nodded "Don't worry, Dr. Facilier...I'll get it..." she shut the door and trotted to a switch, turning it on, only to be welcomed by a myriad of ponies of different colors, a familiar pink one in front yelling 'SURPRISE~!' the moment the lights turned on. This caused the doctor to yell and stumble backward, landing on his haunches at the sight in front of him. He gave a dirty glare to Pinkie.

"What the hell was that about!?
You trying to kill me or wear me out!?"

He wasn't a fan of being scared out of his pants, and watched as Pinkie drooped her ears and grinned sheepishly at Dr. Facilier "Oops...sorry, Dr. Fa-silly-a. I never thought you wouldn't be a fan of surprise parties." She then perked up as she spread her hooves "But, hey! We still got a party for you to enjoy! C'mon!" She pulled him further into the crowd and introduced him to many folks he probably won't even remember once he accomplished his goals.

After the pleasantries and formalities have been made, Dr. Facilier convinced Pinkie that he should mingle before participating in any party games that she had in mind. He trotted along, and was lucky enough to run into Twilight, who was sipping some punch contently. The Shadowcolt made his way to her, wanting to thank her for furthering his quest for power before going back to sitting in the nearest chair and waiting for the party to blow over.

"Hey there, Twilight, I just wanna say thanks
For refreshing my memory and movin' my ranks!
That book you gave me did me a favor!
I can't wait to read more for my mind to savor."

Twilight giggled at the doctor's grateful rhymes, and felt so good about knowing there were more ponies interested in books "I'm glad you liked it, Dr. Facilier. How far are you on that book, I wonder?" The doctor grinned triumphantly and stated his claim with pride.

"Took care o' that thing in a few good hours.
I'd be happy to read more and strengthen my powers."

Twilight was impressed "That whole book in just a few hours? We could get along just find, you and I!" She said with a friendly grin. It was funny how he heard that same line from Fluttershy not too long ago. She then felt like talking more "Say, Dr. Facilier...Where exactly do you hail from? And do you know Zecora at all? She's the only other zebra I'm familiar with an-" A pink blur shot up and stopped next to Twilight to reveal Pinkie, who looked serious, yet flashed some comical sense to her expression "Twilight! I know now!" Twilight raised an eyebrow at Pinkie "Know what, Pinkie?" Pinkie raised a hoof "I read up all the facts about Dr. Fa-silly-a!" The doctor was getting annoyed with how three mares including Pinkie had to pronounce his name, yet was intrigued as to how exactly she 'knew' about him. Pinkie struck a pose as she began to sing "He's an evil enchanter, and he'll charm you with banter-" Twilight scorned Pinkie at this "Pinkie! We've been over this! Don't act this way now!" She couldn't believe that Pinkie had to sing a different version of a song she made for Zecora. Pinkie stopped, looking sad, but then nodded "You're right, Twilight! I shouldn't spoil the story just yet! Even though most of the readers know already!" Both Twilight and Dr. Facilier looked confused "....What?" Pinkie turned to the doctor "Sorry, Dr. Fa-silly-a!" The doctor nodded as he spoke to her in a kind tone.

"We all make mistakes, I don't think you bad.
This party's the best I've ever had.

He wanted to make sure she was in good spirits so she won't act so differently around the other ponies and cause some rumors about him to rise. He wanted to stay in the dark and keep it that way. Pinkie, who had an improved mood, asked him a question "Dr. Fa-silly-a, where are you from? I mean, not like in Louisiana of course, but where in Equestria?" Dr. Facilier was dumbfounded at how this one pony could know so much about him, yet keep a bubbly and childish nature going. He felt like he had almost nothing to hide from her, but he decided to humor her with an answer.

"I came from a forest very far.
With what I've seen, it's been bizarre."

At least he was dodging bullets with small bits of truth, and felt his relief vanish as Pinkie replied "You came from a forest? That's happened so many times before! You definitely aren't the first pony to land in the Everfree Forest!" He began to sweat. How did this one mare know so much about him? He shifted his eyes, hoping for possibly sanctuary from Fluttershy, who was nowhere in his sight. Twilight caught on to Dr. Facilier's expression and turned to Pinkie "Pinkie, I think you're making him nervous. Maybe you should give him some air." Pinkie turned to Twilight and smiled "Okie Dokie Loki!" She then turned back to the doctor "See ya, Dr. Fa-silly-a! Enjoy the party~!" she hopped back into the crowd, leaving a confused pair of ponies behind. Twilight turned to the Shadowcolt "I'm sorry about her. She can be such a strange pony sometimes." Dr. Facilier waved a hoof at her.

"I've witnessed many strange things in my time.
One of them being I was born to rhyme..."

Twilight chuckled "I've always wondered about that, actually. Do all zebras rhyme, or just certain ones?" He couldn't find a straight answer, and decided it was best to go look for his favorite pawn.

"While I'd love to lift your darkness, dear,
I'm gonna find more folks to talk to here."

Twilight, feeling as if she just been avoided and denied a chance of expanding her knowledge, looked at him with a faint sense of disappointment, but then smiled "Okay. Have fun, Dr. Facilier" She said as he trotted off in search of Fluttershy. This was going to be a long night...

End of Chapter 6

Chapter 24

Chapter 24

Poor Shadowcolt

Rainbow Dash and Pinkie Pie were silently stalking Dr. Facilier, Rainbow holding a record player in her hooves. She narrowed her eyes as she quietly fluttered after her, while Pinkie showed no sense of her usual joy or bubbly behavior as she stealthfully trotted with her prismatic friend. Today was the day they would attempt to place Dr. Facilier in a state of fear and make sure he clears out of Ponyville without hesitation. While Zecora couldn't help with the rest of the team due to her injuries, the others made it a team effort to make sure that their little plan comes together.

When Dr. Facilier decided to take a break and sit on a bench before he could go back to Fluttershy's cottage, he was a sitting duck as Rainbow Dash and Pinkie Pie got in position, hiding in a bush behind the bench he was sitting in. The cyan pegasus licked her lips, ready to execute the plan and hope for amazing results, turning to her friend and whispering "Pinkie, you got the record?" Pinkie nodded and pulled the copy of 'The song' out of her frizzy mane, leaving Rainbow to stare at her in disbelief 'Does she seriously carry stuff like that in her mane?'. When she was handed the record, she placed it inside the player after cranking it and grinned as she was about to position the stylus onto it "Let's do this..." she whispered to herself as the stylus was guided onto the record player.

The song played at a good volume, and it startled Dr. Facilier into jumping and yelping, looking around with eyes full of paranoia 'Wh-Wh-What the hell is this!? I'm not even angry at all!!' He darted his head at every angle, then hopped from his bench as he began to gallop 'Leave me alone...Leave me alone, already!!!' Rainbow saw this and quickly sprung from the bush "C'mon, Pinkie! We're getting him!" She followed the doctor with her record player, the song still playing loud enough. Pinkie followed after Rainbow, keeping up with the speedy pegasus as they were hot on Dr. Facilier's trail. He wasn't aware of their presence as he galloped for his life and tried escaping the song. It was as if he were in another nightmare, only this time there were no creepy frogs. Rainbow caught up to the Shadowcolt and made sure the record player was loud enough for him to hear it. He clenched his eyes shut and gritted his teeth as he ran, and when those three mind-breaking words chimed in, he opened his eyes, now wide as dinner plates, and gave another fearful yell and tried to pick up the pace. The duo then stopped as he continued galloping, then Rainbow turned to Pinkie "Now we gotta get this to AJ! C'mon!" the two sped off in a different direction while the Shadowcolt galloped aimlessly around Ponyville.

When he couldn't hear the song, he was hyperventilating as his hat was tilted to his side. His suit, mane, and tail were still intact and he barely sweated a little after he ran for so long. He calmed himself a bit and found himself at the flower shop, where he noticed the three flower mares Daisy, Lily, and Roseluck. They trotted over to him, curious about his condition as Roseluck was first to speak "Dr. Facilier, is something wrong? You seem a bit pale right now...It was as if you saw an Ursa Minor. Is there perhaps anything we can help you with?" Daisy came up and gave a sympathetic smile "Was your first day of work that hard? Don't worry, everypony usually has a hectic first day when working at a job..." He enjoyed the three mares consoling him, and was happy that Fluttershy wasn't around to see this, but he wasn't aware that a certain cowpony and her sister were hiding behind the flower stand, Applejack holding the same record player from before on her back. She whispered to Applebloom "Okay, Applebloom, y'all know what t' do..." Applebloom gave a firm nod and cranked the player, placing the stylus on the record as the song began to play again. This snapped Dr. Facilier out of his small moment of comfort as he jumped up and yelled, startling the other mares in the process. He darted his head left and right as his eyes were once again full of paranoia. 'What is this!? What did I do now!?' He darted his head around and galloped away from the mares as he let off another scream. The Apple sisters then followed after the Shadowcolt, leaving the three flower mares staring in confusion as they left them behind. Dr. Facilier wished he could cover his ears as he galloped, but he knew that it would be an action that proved more than futile given his little curse upon arriving in Equestria. This still confused him, knowing that the only possible emotion he is portaying at the moment was pure fear, but he couldn't think any further as the song grew louder with Applejack catching up to him. The two stopped as he galloped close to Carousel Boutique and Applejack turned to Applebloom with a serious expression "Applebloom, are ya strong enough to carry this here record player over to yer friends an' make sure ya give that crazy stallion what he deserves?" Applebloom replied with a serious expression of her own "Y'all can count on me, sis! Ah won't let ya down!" She grunted as she carried the record player and trotted off with her energy. This was a little hard for her to carry, but she was a member of the Apple Family, and Apple family members are strong to the core like the fruit they harvest. She used her vigor and determination as she made her way over to her friends hiding spot.

He was almost at his wit's end as he was a few feet away from the entrance to Carousel Boutique, wanting to go inside and maybe turn to Rarity for help. His suit was slightly messed up and he was sweating more than before. Maybe he could try and weasel his way out of the song by modeling for some of Rarity's clothes. It wasn't like he got a nice suit after suffering from some pinpricks and tiring positions, and it certainly was better than dealing with this torture. He took a deep breath as he wiped some sweat from his brow and trotted over to open the door with his hoof since he was too tired for using magic after all that running. From behind one of the trees next to the Boutique, Scootaloo was on her scooter with her helmet on, eyeing the doctor with a look of determination and a grin on her face "This is awesome! We're gonna be heroes!" Sweetie Belle was on the wagon attached to the scooter with a helmet of her own and she shushed the noisy pegasus filly, silencing her as she looked around and whispered "We can't let him hear us! And where's Applebloom? He's about to go inside! We can't let him see my sister the way he is now! Not only would he turn to her for help with his smooth talking, she'll hate the way he's sweating so much!" They heard the growing sound of struggling grunts as they noticed Applebloom trudging towards her fellow crusaders while dealing with the weight of the record player. When she reached her friends, they both took the player off of her back and helped her onto the wagon as the poor filly was catching her breath "That thing is heavy...Ah'm glad Ah was able to hold out fer so long..." Sweetie Belle helped her tired friend with her helmet and put the record player in place as Dr. Facilier was about to touch the doorknob "Ready, Scootaloo?" The orange filly gripped the handlebars of her scooter and kept a firm and ready glare on the Shadowcolt "Play it." The unicorn filly nodded and tuned up the player and started the song. Right when he touched the knob, the doctor faltered and jumped back as the song came back into his ears. He looked upward and around trying to snuff out the source of music while he was paralyzed in fear. As the music grew louder, he yelled again and galloped towards the exit to Ponyville leading to Everfree Forest, with the crusaders following after him. All three fillies had their eyes locked on the villainous stallion as they blared the song, Applebloom calling to Scootaloo "Hurry it up, Scoots! We almost got 'im!" Scootaloo didn't reply as she licked her lips and picked up the pace. When they crossed the bridge, they came to a screeching halt as he ran towards the forest entrance while yelling with fear. They all grinned and congratulated themselves, but then gasped as their little plan had a flaw. When they wanted to lead him to the Everfree, they were actually close by to Fluttershy's cottage, where the doctor galloped over and rammed the door open, making his way inside. This made the crusaders lose their vigor as they held their heads down, their hearts sunk as they failed. Scootaloo took off her helmet and threw it at the ground "Darn it! We goofed! Of course that zebracorn would turn to Fluttershy in his time of need!" Sweetie Belle looked up with fear in her eyes "Fluttershy's not gonna be happy...and neither will Rainbow and Applejack after hearing about this..." Applebloom sighed "We better go meet up with them an' come up with a Plan B. C'mon, crusaders! Let's fall back!" Scootaloo picked up her helmet and the three sped off to go touch face with the other mares, though harboring expressions of defeat from their little plan.

The poor Shadowcolt was blind with fear and was on the verge of insanity as he burst through the door, scaring every animal in the living room.

"I CAN'T TAKE IT ANYMORE, I DID NO CRIME!
ALL I NEED IS A LITTLE MORE TIME!!!"

He shouted, wondering if his 'friends' heard his cries of mercy and were laughing at him from afar. Fluttershy noticed the doctor come in after feeding a family of mice some cheese, gasping at his condition "Dr. Facilier? What's wrong!? A-Are you hurt? Is Pinkie chasing you again? What crime are you talking about?" Her words were incoherent to Dr. Facilier as he cringed his hind legs and hid his eyes with his forelegs, keeping one large dialated eye open and quickly scouting his surroundings. Fluttershy was more than worried upon seeing this and tried to comfort him with her hooves, but shrieked and pulled them back as the crazed Shadowcolt swatted at the air and yelled at nothing.

"I DIDN'T MEAN FOR MY PLANS TO COME TO THIS!!!
I PROMISE I'LL PAY Y'ALL BACK! I PROMISE!!!!"

Fluttershy was backing away from the poor doctor and almost felt like crying upon seeing him like this. But then she remembered how she filled him with courage with every passing day they had spent with each other. She wanted nothing more than to make sure that her new coltfriend would be okay, and she tried focusing herself while the mad doctor was flailing about on the floor. Fluttershy took a deep breath and then lunged forward, tackling and pinning Dr. Facilier to try and called down to him with a loud tone of voice "Dr. Facilier! Stop it and hold still, please!! It's me, Fluttershy!! You have to calm down!!" The mad doctor kept flailing and yelling, but was slowly beginning to run out of energy as the timid mare continued shouting to him. When he finally calmed down, his nerves were shot, his suit and hat were messed up, and every breath he drew was a pained shudder as he tried to calm himself. Fluttershy took the Shadowcolt in her hooves and held him close, rubbing his back as she comforted him in a soothing tone "It's okay...it's over now, Dr. Facilier. Whatever was bothering you will not happen again while I'm around...Please don't be scared or sad..." Dr. Facilier, his mind coming back to reality, was more than grateful for once in his life to have somepony like Fluttershy be at his side for something so abysmal that had happened to him today. He did not know why that song chose to play for him on a day like this, nor did he want to fathom the possibility of it happening again in the near future. The tired Shadowcolt only rested his head on the timid mare's chest as she held him gently and stroked his mane for once, slowly fading into unconsciousness. Fluttershy sighed at this, then gasped as she felt Dr. Facilier's forehead 'Oh my goodness! He's running a fever!' She quickly pulled the resting Shadowcolt onto the couch and stripped him of his clothing, then swooped into the kitchen and soaked a rag in cold water. After wringing it out, she flew back into the living room and gently rested the wet cloth on his forehead. Dr. Facilier mumbled in his sleep after feeling the coldness of the cloth, and Fluttershy sat in front of the couch to stare at her coltfriend resting in his chair, shedding a tear at his condition 'How could this happen to him? Who could have done such a thing to make him feel this way?' She wanted answers, but it was getting late, and she had to tend to Dr. Facilier if he were needed back at the Clinic. She stood up and took a deep breath "Not to worry, Dr. Facilier...Dr. Fluttershy is on the job." She said to herself as she galloped to her bathroom and pulled out her first aid kit. She was going to make it her job to have Dr. Facilier back on his legs first thing tomorrow, even if it meant having to take care of both him and her many animals.

End of Chapter 24