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What's in a name?

That's a question that the yellow pegasus sometimes asked herself. For whether it was a sign from the onset of her birth, or her parents’ idea of a joke, fate had dealt her with the name "Fluttershy". Having been given this name at birth, it was fair to say that it in many ways shaped her into the pony she was. "Flutter" is not the word used to describe great fliers like hawks or eagles, and the pony herself was far from being a good flier. Indeed she spent most of her time on the ground. "Shy" was word describing things that were timid and easily frightened. Putting it together Fluttershy was an easily frightened pegasus pony who was weak at flying.

Despite her shortcomings, Fluttershy never felt bad about herself. Her friends were always supportive of her and understanding of her strengths and weaknesses. They never asked of her anything she wasn’t capable of doing. In addition, she was born to a mare and stallion who loved her like any good parents would. She was an only child and so she always got their attention when she had troubles. Even if she was slow to learn to fly or even be potty trained, they loved her regardless. To them, she was their baby. This perhaps more anything else helped early on to shape the yellow pegasus' id.

Following the events of the sonic rainboom, Fluttershy found a new home on the grounds of Ponyville just outside of the Everfree Forest among the many animals that lived there. She found a new pleasure in taking care of these creatures and once again it was fate that led to her cutiemark having been saved from falling by a swarm of butterflies. The animals in many ways became both guardians and dependents of Fluttershy and she enjoyed taking care of them. It was in the years growing up taking care of the animals of Equestria that she realized what she really wanted was a foal of her own.

The first means to get her wish would be to get pregnant. However doing so would first mean being in a relationship with one of Ponyville’s stallions. This proved to be impossible as Fluttershy’s timid nature prevented her from finding the courage to ask any of the stallions out, let alone be in a loving relationship and have a stallion sire with her. She also wasn’t the sort of pony to be casual about intimate relations, so simply getting pregnant from a one night stand wasn’t an option for her.

The second means to get her wish was to try adoption. While courage was not an issue with this route, it presented a new set of obstacles. She had to undergo a psychological evaluation, her home had to be inspected, and even if she was accepted, there was always the fact that in Ponyville, couples were given preference for adoption over single parents. Furthermore the location of her home was another factor that contributed to the agency ultimately declining her application. Fluttershy wanted a baby but the normal means of doing so were unavailable to her.

One evening when Fluttershy was by herself and she knew she would not have any visitors, she went to a room of her house that she normally kept locked. In here she kept her most private things. Most of these things were items stemming around a fetish she had that she didn’t want anyone to know about. Unlocking the door and turning on the light, she stepped inside the room and saw the boxes of diapers of all sizes, and plastic totes full of infantile accessories. There was also a changing table, a large crib with a couple of stuffed animals and a small refrigerator. Grabbing a diaper in her size, she hopped on the changing table, diapered herself, went to the small fridge, grabbed a baby bottle full of milk, stepped into the crib and relaxed while she began to suckle the bottle. Fluttershy was an infantilist and no one except her animals knew it. Not even her best five best friends knew. It was something that she wanted to share with someone special but at the same time she was scared to.

As she finished half of the bottle, various thoughts floated about in Fluttershy’s mind. She certainly didn’t want to be the only pony in Ponyville with an interest in ageplay. She also wanted a baby really badly but couldn’t get one by normal means. Supposed she got a friend to be her baby, if only in roleplay. The idea was a little farfetched if not downright crazy. Or was it? Suddenly thoughts filled the yellow pegasus’ mind of all five of her friends in diapers, acting like babies. It was a thought that made Fluttershy giggle in spite of herself. What if it wasn’t just her friends? What if she could get every pony in Ponyville to be her baby at least once? But asking wouldn’t be enough. She would need to find ways to make it work. She laid in her crib enjoying herself and didn’t come out until the next morning.

* * *

The following morning Fluttershy decided to visit Rarity in her home and store Carousel Boutique. Rarity was perhaps the one friend Fluttershy valued the most. They certainly did the most together as weekly spa treatments had sort of become a traditional activity for them to do together. Opening the front door of Carousel Boutique made a little bell jingle. Rarity who wasn’t within immediate sight of the door began her usual greeting as she approached.

“Welcome to Carousel Boutique, where every garment is chic, unique and … Fluttershy! To what do I owe the pleasure of your visit?”

“Oh, you know,” said the yellow pegasus in her usual timid nature. “I was in the neighborhood and … wanted to stop by.”

“Well you are always welcome here. This morning I’ve been really inspired to create a new fashion line and I’ve been sketching ideas since breakfast. Maybe when I’m done I can have you model it? You always model my dresses so fabulously.”

“Oh that sounds wonderful, Rarity. Listen, can I see your catalog?”

“Why of course, darling!”

In that moment Rarity’s horn glowed, a sign that she was using her magic. Shortly after a large book levitated its way towards them and it opened, its pages flipping as if blown by the wind. There was all manner of sketches and photos here, every dress Rarity had ever made including those she designed for the Grand Galloping Gala.

“So, Fluttershy, are you shopping for yourself or a friend?”

“Ummm … I’m not sure yet. I was wondering if you made dresses for … fillies?”

“Fillies? Well I do some designs. Just a moment.”

Rarity still holding the book afloat with her magic flipped to some pages towards the back of the book. Here there were dresses that were much more juvenile and cute. They were exactly the sort of look Fluttershy was looking for. As Rarity flipped pages depicting formal, party and play dresses, Fluttershy noticed one and put her hoof on it. It was a rather adorable dress, possibly designed for a very, very young filly in mind. It had lace trim, booties, frills everywhere and had a matching bonnet.

“Oh that one is really cute!” said Fluttershy.

“Why thank you, dear. I designed that one with Sweetie Belle in mind, back when she was younger and could barely talk. It’s rather adorable, wouldn’t you say?”

“I’ll say. Listen … this may sound a little weird but … could you make something like this … in … an adult size?”

Rarity looked at her friend, letting her book float down to the ground. For a moment Fluttershy was worried. Did she say something that gave away her secret?

“Fluttershy! I had no idea …” said the white unicorn with a studying look, “… that you were into Sweet Lolita fashion!”

“Sweet what now?” asked the yellow pony surprised.

“Sweet Lolita fashion, darling!”

Rarity levitated another book towards them and opened it, flipping through pages displaying some rather interesting dress designs.

“Sweet Lolita is a subset of Lolita fashion along with Gothic Lolita and Classic Lolita. It puts emphasis on more pastel, light colors, juvenile and fairy tale looks with a Victorian flair. I’m surprised you’ve not heard of it before what with your own knowledge of sewing and all.”

“Oh I have!” said Fluttershy trying to feign knowledge of the subject, “I just didn’t know it went under that name. So can you make a dress like that?”

“Certainly, Fluttershy. How would you like it?”

“Oh you know … just make it look cute. The example in your catalog is fine.”

“You got it! I’ll have your dress ready by the end of this week.”

“Thank you, Rarity! This means a lot to me!”

“Think nothing of it, my dear. I’m always happy to use my talents to please a friend.”

Fluttershy thanked Rarity again and headed out of Carousel Boutique making the door jingle as she walked through it. Her visit had gone a lot better than she had hoped for and she decided to go forward with her plans.

* * *

It was still early in the day when Fluttershy exited Carousel Boutique, so she made her way back towards home. She stopped by her house only to fetch her saddlebag, and afterwards went straight into the Everfree Forest. At night Fluttershy would have never dared to enter such a dark and mysterious place, but during daylight it wasn’t nearly as bad. Besides, there was someone very important she had to see. Making her way down a worn path she came upon a house built into a tree. The outside was decorated with bottles hanging from strings tied to the branches and a couple of wooden tribal masks. Fluttershy tapped her hoof on the door and a familiar zebra answered the door.

“What pleasant surprise has met my eye?

Why it’s my friend and neighbor Fluttershy!

Do come in and rest for a few,

And speak how this humble zebra can help you.”

Zecora spoke in her usual rhyming manner. It was something that Fluttershy couldn’t help but smile at. It made her feel more welcome with her ever since she got over her initial fear of the zebra. Stepping inside she noticed that Zecora appeared to be at her usual alchemy work and that a pot of an unknown substance was boiling in the room. Zecora for the moment took a bottle from a shelf and emptied the contents into the pot.

“Thank you, Zecora. I was hoping to get some advice on herbs. I am wondering if there exists a potion to make a pony … feel … younger?”

The striped pony didn’t react peculiarly at all but turned to Fluttershy and smiled.

“I’ve cures for pains, depressions and warts,

Broken bones and injuries of all sorts,

As well as a brew made from Dorian’s Gold,

That is quite effective for when one’s feeling old.

Childlike happiness is contained in such brew.

Does such an elixir interest you?”

“Dorian’s Gold? What’s that?”

Zecora walked to her shelf pulled out a book and opened it before Fluttershy. She turned it to a page with a color illustration of a plant labeled as “Dorian’s Gold” along with a recipe of how to use it for a rejuvenation potion.

“A flower, my pony, and one most unique.

Near dead trees in Everfree is where you must seek.

It blooms in the morning when its petals are white,

But it turns to dark blue by the time it grows night.

If you pick the petals when they turn cyan,

And grind and distill them as best as you can,

Then combine with other ingredients you’ll find,

Rejuvenation in a glass and the perfect unwind!”

“So you pick the petals when they turn cyan, put it in a potion, and it makes you feel younger. What happens if you pick them while they are still white?”

“To use Dorian’s Gold while the petals are white,

Would bring about a most unpleasant sight.

It would make the pony think and act like a foal,

And on their body there’d be a serious toll,

Regression most severe and behavior most naughty,

And forgetting of things like how to go potty.”

“Oh my! Well we definitely would not want that!”

Fluttershy was trying her best to hide her delight. To learn that there was a potion that existed that could if prepare correctly regress a pony was even better than she could have hoped for. As long as she contained her emotions, Zecora would be none the wiser.

“So Zecora, may I have a copy of the recipe?”

“A copy? I’ll allow you to borrow the book,

For the recipe requires an extensive look.

Browse it at leisure in your humble home,

And when you are done you may return the tome.”

Fluttershy nodded and thanked the zebra, put the book in her saddlebag, and left Zecora’s house walking once more through the Everfree Forest. On her way home Fluttershy consciously kept an eye out for any dead trees she could spot. It wasn’t long before she spotted a rotting tree devoid of leaves not far from her path. Trotting over to investigate, she spotted Dorians’ Gold flowers exactly as depicted in the book. The petals were already cyan in color. If she picked them and used them in a potion, they would make whoever took it feel younger, but Fluttershy decided that she wished to harvest the petals while they were white. She made a mental note of the location of the flowers and went back home.

* * *

Back home, Fluttershy took the book she borrowed from Zecora into her private room and examined the page regarding Dorian’s Gold.

“Dorian’s Gold can be used to brew a potion that will cause the imbiber to be filled with a childlike sense of joy and wonder, perfect for times where the pony in question is feeling older than he or she really is. Okay, it says I have to pick the petals when they are cyan in color, grind five of them with a mortar and pestle, along with ten white chrysanthemum petals, distill in an alembic … oh my!”

Upon reading the instructions Fluttershy realized that the recipe called for an alchemy set which she did not have. She had a mortar and pestle, but nothing else that was called for in the book. She had to think of some way to acquire an alchemy set, not knowing what sort of shop in Ponyville would carry such items. For a moment Fluttershy hung her head. Then she realized that Twilight Sparkle might know of where to get such a set, so she quickly headed over to the library. Knocking on the door, it wasn’t long before the familiar purple unicorn answered.

“Fluttershy! What a pleasant surprise! Come in!”

“Thank you, Twilight!”

Fluttershy stepped into the library home of Twilight Sparkle. Every shelf was quite literally packed with books on every manner of subject imaginable. Spike was not in sight at the moment. Fluttershy imagined that he was off on some errand for the unicorn.

“So, Fluttershy, what brings you here? Need a book?”

“Information, actually. I need to know where I can find an alchemy set and I figured you would be the pony to ask.”

“An alchemy set? Are you interested in becoming an apothecary?”

“An apothewhat?” asked the yellow pony confused.

“An apothecary. It’s a fancy term for a chemist or pharmacist.”

“Oh no, I just need to make some special medicines sometimes.”

“I see. Well I do know of a place in Ponyville that sells supplies, but I’ve got a spare alchemy set you can have if you wish.”

“Oh that would be wonderful! How much you want for it?”

“Oh I couldn’t charge you for it. It’s not all that fancy anyway. It’s my gift to you. It comes with an alembic, a retort, two burners, four beakers, four test tubes, and some tubes.”

“Oh, Twilight! You’re too kind!”

Twilight Sparkle’s horn glowed and a cardboard box filled with glass and metal items floated out of the basement and rested before Fluttershy.

“Me? You’re the kind one! I’m just repaying all your kindness. The only thing is the set doesn’t come with a mortar and pestle.”

“That’s okay! I have a mortar and pestle!”

“Then it looks like you have everything you need!” said Twilight Sparkle as she levitated the box onto Fluttershy’s back. “I’m sure whatever you’ll make, it will be good.”

“I hope so, Twilight!”

Fluttershy held the box quite well with her wings. Thanking the unicorn once again, she headed out of the library and back. Excited, Flutteshy went home and set up her new alchemy set in one of the smaller bedrooms. She now had all she needed. All there was to do now was wait until morning.

* * *

The first thing Fluttershy did that next morning was head into the Everfree Forest wearing her usual butterfly emblazoned saddlebags. Not far into the forest she encountered a dead tree with Dorian’s Gold growing at the base. Examining the petals she found that they were all white as the winter’s snow in Ponyville. The flower itself resembled a tulip so it was easy to pick the petals off without picking the rest of the flower. She was a little unsure how much she would need, so she picked all the petals she could, filling up her saddlebags. She then returned home, grabbed a white chrysanthemum from her yard, put the Dorian’s Gold petals in a glass jar and brought it along with the chrysanthemum to the smaller bedroom where the alchemy set she got from Twilight Sparkle was already set up. Opening the book Zecora lent her, she read the instructions performing each action as she read.

“Grind five of the Dorian’s Gold petals and ten white chrysanthemum petals together with a mortar and pestle until it becomes fine and powdery. With your alembic and retort in place, add the contents of the mortar into the chamber of the alembic and light the burner. The distillation process will take some time. Once the essence has been distilled, examine the resulting contents. It should have a light pink color and the aroma of a rose. If the resulting color is magenta, the resulting extract it is too powerful and could cause regression if imbibed. Regardless of the outcome, the taste will be unpleasant. However, by adding one teaspoon of vanilla extract, the color, smell and taste will be completely neutralized and the result able to be taken alone or mixed with a beverage of choice.”

The instructions went further on about how to make vaporous form of the mix in case ingestion was not an option. The liquid that resulted from Fluttershy’s efforts was in fact magenta in color and miraculously enough the vanilla extract removed all color and smell from the mix until it looked no distinguishable from water. Now it would need to be tested, but she didn’t have a test subject and she couldn’t test it on herself just yet. It was about this time that she felt a spoon hit her in the back of the head. Only one such resident of her home did such a thing to her. Turning around she saw her pet bunny Angel. He was stamping his foot, had his arms crossed and was stamping his little hind paw on the floor.

“Oh! I’m sorry, Angel! I forgot your breakfast!”

Then a devious thought entered into the yellow pegasus’ mind. The little bunny of late had become quite spoiled and demanding. He could make an ideal initial test subject for her new concoction before testing it on a pony. All she needed to do was handle the situation with a little tact so he wouldn’t so the rabbit wouldn’t suspect anything.

“Why don’t you go wait in the dining room? I’ll be right there.”

Angel seemed pleased with this answer and hopped off. Fluttershy took the mixture from the beaker and poured it into a small bottle. Placing the bottle back into her saddlebag she made her way to the kitchen where she prepared a fancy salad, the kind that Angel would be pleased with. Taking a cherry, she washed it off and then took out the bottle of the Dorian’s Gold mixture she had prepared. She then pulled the stem off the cherry, placed three drops of the concoction into the cherry and carefully placed it on top of the salad. With her work finished, she carried the salad to the dining room where Angel was waiting. Fluttershy placed the salad at Angel’s feet and prayed he would accept it.

Angel sniffed the salad for a moment. Then much to Fluttershy’s delight Angel accepted the dish and began to eat, starting with the cherry which he ate whole. Angel was about halfway through with the salad when something happened. Angel stopped and leaned back, making some odd sounds. He began to move as if he was intoxicated and then without warning began to mess on the floor. Then he fell on his back and began to cry like a newborn baby. With a mix of surprise and delight, Fluttershy ran over to the crying bunny and scooped him up.

“Oh my! It looks like the Dorian’s Gold really did a number on you, Angel! The important thing is that the experiment was a success. You know … I think I kind of like you better this way! Now we can begin testing on ponies. But who should we test it on first?”

The wheels turned in Fluttershy’s head until the thought of the perfect test subject came to her. The first thing she did was place Angel in one of her spare bird’s nest and give him a bottle. Then she cleaned up the mess that Angel made and stored away the uneaten portion of the salad. The effects of the Dorian’s Gold mixture lasted about twenty four hours. Fluttershy took note of this fact.

* * *

The next morning was the same as ever for Twilight Sparkle except that there was a knock on her door early in the morning. Opening the door of her library home, she looked all around before looking down, surprised to see Angel there. The rabbit held up a letter which Twilight promptly took from the bunny with her magic. She barely had time to thank Angel before the rabbit went scampering off. Opening the letter, she read it to herself.

“Dear Twilight Sparkle. I wanted to thank you for the alchemy set. I have been hard at work with it and would like you to be the first to see the results of my labors. Please come as soon as you can to my home. My work is still in progress and I would like confidentiality in my work so please come alone. Sincerely yours, Fluttershy.”

Twilight folded the letter back up and considered this.

“Well whatever she’s working on, it must be important if she only wants me to see it.”

The purple unicorn looked around. Today the library was closed and Spike was relaxing in his little basket bed with a Daring Do book.

“Spike, I’m going out for a while. Mind the place, okay?”

“Okay, Twi. Have fun!” said Spike turning another page without looking up.

Twilight Sparkle placed the letter in a nearby waste paper bin and stepped outside. She inhaled the fresh air and trotted over to Fluttershy’s house passing random ponies as she went. She had to walk for a while since Fluttershy’s house stood on the edge of the Everfree Forest, but eventually she came upon Fluttershy’s moss-covered house. Twilight knocked on the door and waited. In no time a certain yellow pegasus answered and smiled widely.

“Twilight! I’m so happy you could come. Please step inside.”

“Nice to see you too, Fluttershy,” replied Twilight and she stepped over the threshold. “So what exactly is it that you wanted to show me?”

“Well …” said Fluttershy as she led the unicorn into her kitchen. “You know how there are days where you feel … old? Like you’re out of energy and some ponies don’t get you at all and the world seems like it’s out to get you?”

“Well … I do have to admit sometimes I feel that way. I mean between taking care of Spike, minding the library, and finding that often a lot of ponies have no clue what I’m talking about, I do feel a little old sometimes.”

“Good! Then in that case I have just the thing for you!”

Fluttershy gestured to glass on a table filled with a brown liquid with a straw in it.

“A glass of chocolate milk?” asked Twilight.

“Not just chocolate milk, Twilight. It has a special ingredient to reinvigorate and make you feel like a brand new mare. I want you to be the first pony to try it!”

“Oh! Well in that case it would be my honor, Fluttershy.”

Twilight walked up to the table and drew liquid through the straw into her mouth. It tasted really good. She turned to Fluttershy and smiled.

“Don’t stop, please,” said Fluttershy. “Please drink the whole glass.”

Twilight Sparkle obeyed and drank the entire glass, making little slurping noises when she finally imbibed all of the liquid.

“Ahhh! That was really good, Fluttershy. I have to admit it didn’t taste any different from normal chocolate milk.”

“Well that’s good to know,” said Fluttershy. “The actual formula is mixed in with the milk, but it’s supposed to be odorless and tasteless.”

“Well I think you succeeded in that department. So … how long is this stuff supposed to take to kick in?”

“I’m not sure about that myself. I guess we’ll just wait and see.”

“I suppose. This is kinda exciting. Not sure what to expect. I must say the delivery is good too. What with the chocolate milk and all. Hey, I’m not sure yet but I think I feel something. Hard to say … feeling kinda relaxed now … like … ohhh, that’s weird …”

“How do you feel, Twilight?”

“Like it’s getting hard … to think. Oh … I … I … wa … ma …”

Twilight Sparkle stood there looking kinda dazed. Her tail also lifted in an autonomous action. Fluttershy knew exactly what this meant and she was prepared for it. She quickly grabbed some newspaper that she had ready on a nearby counter and placed it behind Twilight Sparkle’s hind legs. Sure enough, some poop was released and it fell right on top of the newspaper. Fluttershy made a mental note not to use this stuff unless it was on a pony who was already wearing a diaper. She bunched the soiled paper up and tossed it into a trash can.

“Ma … ma?” said Twilight.

“Come with me, baby. We need to get you padded before you mess again.”

Fluttershy led the dazed unicorn into her nursery. In this state, it didn’t take much to convince the purple unicorn to follow her, nor to enter her nursery, nor to lay down on her changing table, nor to accept having a diaper placed on her. Fluttershy couldn’t help but giggle at this. She had diapered her first pony. She led the unicorn off the changing table and on her feet. Smiling, she couldn’t help but pat Twilight’s diapered rear.

“My, my! You look so cute in your diapers, Twi.”

“Are you my mommy?” asked Twilight Sparkle.

“Yes, sweety,” replied Flutteryshy, “You and I are going to have a lot of fun today!”

And for the rest of the day, Fluttershy had as much fun as she could with her mentally regressed unicorn. She dressed Twilight Sparkle like a little filly, fed her with a bottle, changed her diapers, and overall Fluttershy had the time of her life. She also took plenty of pictures of Twilight in her infantile state. The purple unicorn’s mind was completely at the whim of the yellow pegasus and she saw Fluttershy as her mother completely. The formula had truly mentally regressed Twilight Sparkle into a foal. Because of this, Fluttershy dubbed the concoction “foalmula”.

Fluttershy didn’t administer any more foalmula after the initial feeding because she wanted to see how long one dose would last. After about twenty four hours the effects of the formula began to wear off. Fluttershy noticed this and removed Twilight’s baby clothes and diaper and cleaned her up while she still had time. When Twilight Sparkle became fully awake and aware, she was the same as she was before albeit a little groggy. After some time she was able to speak again.

“Ugh … what happened?” asked Twilight.

“You don’t know?” asked Fluttershy curiously. “What’s the last thing you remember?”

“Uh … I remember coming here. You asked me to. Something about trying out something you had made. Did I pass out or something?”

Fluttershy decided that the best way to throw off suspicion would be to tell the truth but while hiding her ulterior motive.

“Yes. You came here to try a medicine to make a pony feel younger. Unfortunately it seemed like the medicine worked too well on you. You ended up regressing to the mental state of a foal. I took care of you during that time.”

“Oh my!” said Twilight in shock, “So how long was I … that way?”

“About twenty four hours,” replied Fluttershy.

“That long?! So a whole day has gone by? And you took care of me during that time? Oh, I hope I wasn’t too much of a bother. I hope Spike isn’t too worried. Thank you for taking care of me. Though I’m not sure I want word getting out that I was acting like a foal here.”

“Don’t worry, Twilight. It will be our little secret.”

“Thank you, Fluttershy! Now if you will excuse me, I have to head home.”

“Okay, Twi. See you later!”

And with that, Twilight Sparkle departed. With the purple unicorn gone, Fluttershy reflected on what she had learned. The foalmula worked and she knew about dosage and how long the effects of it would last. Now she knew that she could force somepony to become a foal, but the truth of the matter was that she wanted to keep foalmula as a last resort. Ideally she would want someone to play foal for her without having to resort to the foalmula. Despite how empowering the foalmula could make her, she knew it would be easy to abuse said power. She decided to only administer the foalmula if it was consensual.

Now that it was proven that foalmula worked, she decided that she now would endeavor to make every pony in Ponyville her foal at least once. But she would need a system, something that would help her overcome her natural shyness.

* * *

Later on that day Fluttershy walked into the basement and began looking through some old crates. Here she normally kept items from her past, things she wanted to keep safe, and things others had given her that she didn’t have the heart to simply throw away. Going through one of the crates she fished out a small wooden box. Looking to make sure it was the one she was looking for, she took it upstairs, placed it on her kitchen table and opened it. Reaching inside she pulled out a fully functional metal bingo cage with all 75 balls still inside.

Fluttershy was never much of a bingo player. It was a hand-me-down from an older relative. But for once the yellow pegasus felt like she finally had a use for the bingo cage. Setting the bingo cage on the table, she opened a drawer and pulled out an address book, a spare notebook and a pencil. Using these she began to write down a list with all the ponies in Ponyville herself included, skipping those she didn’t know too well. Before each name she wrote a number between 1 and 75, all the numbers available in bingo.

Now she had a number system to allow her to easily choose from different ponies and keep track of which ponies’ numbers had come up. She decided to try it out and put her hoof on the crank and turned it clockwise. The little balls made a delightful noise as they all clacked against each other. Then she reverse the direction, allowing the cage to catch a single ball and turned it some more. The cage released a single ball into a tray bellow the cage. Picking up the ball, she examined the markings of it.

“B 11.”

Fluttershy looked at her list and looked to see which pony’s name had been designated at number eleven. She let out a “oh my!” as she released that the name following the number eleven was her own! Giggling in spite of herself she thought that this was the perfect test of her system and took the ball back to her private room with the infantile supplies and put the B 11 ball inside a drawer of a babyish night table. She went back to the kitchen and turned the crank of the bingo cage, allowed the cage to catch a ball and released another. She picked the new ball up and examined it.

“N 37.”

Fluttershy turned once more at her list and examined which pony’s name was next to the number 37: Big McIntosh. At this sight Fluttershy blushed hotly. The truth of the matter was that Fluttershy had harbored a bit of a crush on Big Mac, and the thought of having him as her personal foal was a thought that both excited and frightened her. Still, she had the foalmula now and if anything that gave her courage.

Deciding that she might as well get it over with, she walked over to Sweet Apple Acres. It didn’t take long before she reached the fenced border of the farm. A distinct sign that said “Sweet Apple Acres” hung above the gate that welcomed visitors. In the background was farmland as far as the eye could see and the barn that served as the Apple family’s home. Applejack was within sight, carrying a bushel of apples on her back. She saw Fluttershy approach and gave her a friendly wave as she came near.

“Howdy, Fluttershy!”

“Hello, AJ.”

“What brings you to our humble farm?”

“I’m looking for Big McIntosh. Is he around?”

“He should be plowin’ the field over that way past the yearling plot,” said Applejack pointing to her right.

“Thanks a ton, Applejack.”

Fluttershy took her leave and went in the direction that Applejack had indicated. She passed plenty of trees along the way. Sure enough it wasn’t long before she encountered a familiar red draft pony who was indeed plowing the land. He was working without ceasing, pulling a plow through the soil, pulling the lower soil to the top and leaving a trench behind him. Fluttershy approached on the side where the soil was unplowed.

“Um … Big McIntosh?” Fluttershy said meekly.

Big McIntosh turned to the yellow pony but still maintained his at his task.

“Eyup?” replied the draft pony.

Big McIntosh was one of those soft spoken ponies who rarely said anything that couldn’t be summed up with a simple “eyup” or “nope”. By nature he was very shy and not very outgoing, so in many ways he was similar to Fluttershy except far braver and stronger.

“I was wondering if you might have some free time maybe later on today or tomorrow?”

“Today in the afternoon ah’m free. D’ya have somethin’ you’d like me to do for you, Miss Fluttershy?”

“Kinda …” said Fluttershy brushing her hoof.

“What type of job we talkin’? Repair? Manual work? Transport?”

“Um … it’s not a job. I was wondering if you … wanted to have dinner … er …”

Big McIntosh stopped plowing for just a moment and turned his full attention to the yellow pegasus pony.

“You askin’ me out, Fluttershy?”

“Um … maybe?” said Fluttershy with a really nervous tone.

“At your place?”

“Yes …”

“What time should I be there?”

“So you mean you’ll come?”

“Eyup.”

“Six o’ clock then!”

“See ya then, Miss Fluttershy.”

* * *

Fluttershy flew away away from Sweet Apple Acres, feeling as light as the air itself. Normally she was the sort of pony who despite being a pegasus would walk everywhere. Right now she felt like flying and so she did, all the way back to her home on the outskirts of Ponyville. When she got home, she wasted no time and began to prepare for that evening’s event. She cleaned the house with the help of some of her animal friends, began to prepare that evening’s meal. Unlike with Twilight Sparkle, Fluttershy didn’t plan to drug Big Mac if she could avoid it. By six o’ clock Fluttershy had prepared a delicious meal and set the table. It wasn’t long before the doorbell rang. Fluttershy answered it and sure enough it was Big McIntosh who as always was wearing his trademark yoke. He was carrying a small keg of hard cider and smiled warmly.

“Evenin’, Miss Fluttershy,” said the red stallion.

“Good evening, Big Mac. Please come in!”

Big Mac nodded and stepped inside, closing the door behind him. Bowing, he handed the keg to Fluttershy who accepted it and brought it to table and filled a glass for each of them. Big Mac could see that the rest of the table was already set. Fluttershy was the first to take a place at the table and the stallion followed suit. There was a very simple au grautin dish with a side of salad prepared for the two of them.

“Bon appetite,” said Fluttershy.

Big Mac nodded. The two of them began to partake of their meal. After about ten minutes Fluttershy got the nerve to speak.

“How’s the food? Is it okay?”

“Eyup.”

“You don’t think the sauce is too weak?”

“Nope.”

The two of them took a couple of more bites of their food.

“Big Mac, how long have we known each other?”

“Ah recon since you were a filly.”

“Yes, I think that’s right. Have you ever … had a secret that you don’t want anyone to find out about … but you do want people to know … but only those important to you?”

Fluttershy bit her bottom lip. The red stallion scratched his chin for a bit. Thoughts in his mind turned to Twilight’s Smartypants doll that he had kept to himself after the effects of her “want it, need it spell” wore off but he was fairly certain this wasn’t what Fluttershy was talking about.

“Ahm not entirely sure what you mean, Fluttershy. Was there sumtin’ you wanted to share with me?”

“Promise not to laugh if I tell you?”

“Ah promise.”

Fluttershy took a deep breath and exhaled.

“I like … well … I’m not sure how to say this … I’m an infantilist. I like being treated as a baby but most of all … I want to treat others like babies as well. I know it sounds really strange. Please don’t laugh at me for it …”

Fluttershy squeaked to herself and looked away trying to hide her face in her hooves. Big Mac just sat there. His expression hadn’t changed a bit since he sat down.

“Ah couldn’t laugh at you for that, Miss Fluttershy,” he solemnly replied.

Fluttershy looked back to Big Mac hesitantly.

“You couldn’t?” asked the yellow mare cautiously.

“Nope. Everypony has at least some quirk about them that others might find odd. Ah mean just look at Pinkie Pie.”

Fluttershy giggled at this fact and Big Mac couldn’t help but join in. The two then went back to eating. After they had finished the meal, Fluttershy spoke again.

“Big Mac, I want to ask something of you and I know you might say … well … nope, but I have to ask. Will you allow me to baby you?”

“Is this sumtin’ that would make you happy, Fluttershy?”

“Yes, Big McIntosh! It really would!”

“Then ah suppose it can’t hurt. What should I do?”

“Just follow me and let me take care of you.”

“Okay then.”

The yellow mare led the red stallion to her nursery, her sanctuary. Big Mac looked around wide eyed, trying to take in all of what he was seeing. In the back of his mind he had considered that Fluttershy was talking lightly of infantile desires, but seeing her nursery made it all the more apparent that she was quite serious.

“This is my nursery,” she said. “Could you kindly please lay down on that changing table please?”

Fluttershy gestured to the changing table to her left. Big Mac nodded and did as the yellow mare requested. The table made a sort of squeaking sound as if it weren’t designed for a pony of his weight, yet it was still long enough for him. Big Mac laid on his back, his hooves held close to his body. Fluttershy approached the table and pulled a diaper from underneath it. Unfolding the diaper, she stood in front of Big McIntosh, his nether regions exposed to the pegasus pony. True to his name, he was big in all aspects.

“Fluttershy, is that a diaper?” asked the stallion.

“It is. And I’m going to put it on you.”

“Do you have to?”

“It will feel good. I promise.”

The red draft pony seemed hesitant but Fluttershy proceeded to diaper him anyway. In no time Fluttershy had fastened the tapes and Big McIntosh was now fully diapered. Big Mac looked down at the snug disposable diaper hugging his hips. He could hardly believe this was happening at all. He hadn’t remembered the last time he had ever worn these. Fluttershy smiled and patted the diapers lightly.

“Do you need me to help you down?” asked Fluttershy.

“Nope,” replied Big Mac.

The stallion flipped himself over and landed with all four hooves on the ground. He looked over behind him and looked at the diaper on him. He swished his cropped tail and moved one leg causing it to crinkle. Then he looked back to Fluttershy.

“How does it feel?” she asked.

“It feels … soft, ah suppose. Now Fluttershy … do you want me to erm … use these for their intended purpose?”

“I would love it if you did, but I won’t force you to. And please, while we’re doing this, I would prefer it if you called me ‘mommy’ or ‘mama’ or even ‘Miss Fluttershy’ or something similar. It’s rude for little foals to call adults by their proper names.”

“Okay, Flu … er, ah mean mama.”

“You know, Big Mac … or should I say Little Mac … I do have a special medicine that could make this easier.”

“What kind of medicine are we talking?”

“Something I’ve been working on that will make you think and feel like a baby and cause you to mess naturally.”

“If it’s all the same with you, ah’d like to try doing this without the medicine.”

“Okay, Little Mac.”

* * *

For the next few hours, Fluttershy helped Little Mac engage in every infantile activity she could think of. Her nursery had more than enough toys which she encouraged him to play with. Fluttershy sat him in a bean bag chair and read stories to him. She also played little infantile games like peekaboo. Though in the case of the games, it seemed to be Fluttershy who was more amused by them then Big Mac. After awhile, the red stallion felt something building in him that he was dreading a little inside.

“Um … mama?” said Little Mac.

“Yes, baby?” replied Fluttermommy.

“Ah kinda … hear nature callin’ if you catch mah drift.”

“Go ahead then. You’re already wearing a diaper.”

“Ah know … but still it’s a lil’ … awkward.”

“Come with me, then.”

Fluttershy walked to the kitchen and got a saucepan and a tall mug of hot water from the sink. She then led the red diapered pony to the nursery, placed the two items by a bean bag chair and sat down in it. It was big enough for two ponies. She gestured Big McIntosh to sit down with her. And so he took a spot next to her in the bean bag chair. Fluttershy then pulled Big Mac close to her in a way that his head and part of his upper body was cradled in her arms.

“What are you doing, Miss Fluttershy?” asked the red stallion.

“Shhh … just close your eyes and try to relax.”

Big Mac nodded and did as the mare told him. Fluttershy then took the saucepan and poured the warm water in it. She then placed the pan on her belly and took Big McIntosh’s hoof and placed it into the warm water. If it wasn’t for the fact that the stallion’s coat was already red, it would have been apparent he was blushing.

“Mama I …”

Fluttershy only shhhed Big Mac and whispered into his ear.

“It’s okay, baby. You don’t have to worry. Just relax and let go. Your mama’s here to care for you. Don’t have to worry about anything anymore. Let yourself go all the way.”

Between the pegasus’ words and the warm water, it was enough for the big red pony to finally let go. He relaxed his muscles and emptied himself in his diapers. As soon as the deed was done, Big Mac looked down at his full diapers and began to feel really dirty. He looked up at Fluttershy, not exactly crying but looking very much uncomfortable and desperate for support. Fluttershy put the saucepan to one side and took a pacifier from a nearby end table and put the pacifier into Big McIntosh’s mouth. Big Mac was hesitant at first, but soon began to suckle.

“It’s okay, Little Mac. Mommy’s here for you.”

Big Mac continued to suckle at the pacifier looking a little unsure how to take all this.

“Let’s get you changed, shall we?”

The big red pony nodded Fluttershy led him once more to the changing table. Big Mac laid down on the table and Fluttershy did her craft, removing the diaper, cleaning the pony up and putting a new diaper on him. To an ordinary pony, changing the diaper of a grown pony, especially one who didn’t actually need diapers, might have seemed as a degrading task. To Fluttershy, this was pure bliss and she smiled all while she did it. After this was done she locked at a clock on a nearby wall.

“Oh my! It’s getting late! We’d better put you to bed!”

“Bed, mama? But ah thought ah’d be …”

“Going back to Sweet Apple Acres at this hour when it’s so late and I already have a crib set up just for you? I think not.”

“You won’t take no for an answer, will you mama?”

“Nope.”

Fluttershy led Big McIntosh to the crib in question which was intended for grown ponies. Inside the crib was a pillow, a blanket, a few stuffed animals. The crib itself featured a sliding down side for entering which Fluttershy slid down for her baby. The red pony hesitated at first but after a moment climbed into the crib. Fluttershy slid the side of the crib back up and Big Mac looked over the edge at Fluttershy.

“Now is there anything else I can get you before bedtime? A bottle? An extra blanket or pillow? An extra plushie?”

“Ah’m fine, mama.”

“Then in that case,” said Fluttershy as she pushed a pacifier in the red pony’s mouth, “good night, sleep tight and don’t let the parasprites bite.”

And with that Fluttershy tucked Big McIntosh in, kissed him on the nose and turned to walk out of the nursery. She stopped at the door and looked back at the pampered pony and smiled once more before turning off the light and closing the door. The red pony never slept so well before in his life.

The next morning Fluttershy woke up and went down to the nursery only to find that Big Mac was still sleeping in the crib. Though as she approached, he began to wake up. He was clutching a stuffed animal close to his chest and when he woke he looked disorientated. It was as if he could hardly believe he was in this situation at all.

“So it wasn’t a dream?” asked Big Mac.

“No it wasn’t … fortunately,” replied Fluttershy.

The yellow mare approached and opened the crib.

“Come with me, baby. I have breakfast ready for you.”

Big McIntosh obeyed and the two of them walked to the kitchen. Big Mac saw something that under ordinary circumstances should have surprised him. Seeing it now didn’t surprise him at all. It was an adult foal high chair.

“Need me to help you in your seat, baby?” asked Fluttershy.

“Nope.”

Big McIntosh climbed up into the adult high chair. Despite being tall as it was, despite the fact that he didn’t need a high chair, he sat in it. The high chair itself was not nearly as tall as a high chair for actual foals, but it still had a tray, and the image it gave was there. Big Mac truly felt small in it, even if he still dwarfed Fluttershy in height while sitting in it. Fluttershy picked up a bowl from the counter filled with some unknown substance and placed it on the chair tray. There was a spoon already in the bowl. Big Mac looked down at the substance with uncertainty,

“What’s this?” he asked.

“Breakfast! Now open wide!”

Fluttershy took the spoon in her mouth and scooped up a bit of the substance and held it up to Big Mac. It was a comical sight to be sure, a grown pony holding up a spoon of baby food to another grown pony to feed like a foal. The height difference was a bit of an issue, but Fluttershy didn’t mind at all. Big Mac opened his mouth and let the spoon enter. Closing his mouth around the utensil, he drew the food in while Fluttershy pulled the spoon out. Tasting it, Big Mac could tell it was some sort of corn-based dish. It didn’t taste too bad so the big red pony swallowed and continued to allow Fluttershy to feed him until he was done with the bowl. Once Big Mac was done with that, Fluttershy handed him a baby bottle to go with it. As before, he hesitated but Big McIntosh eventually gave in and began to suckle on the nipple, drawing milk into his mouth. Fluttershy enjoyed every moment of the sight. Once he was finished, Fluttershy took the bowl and bottle to the sink and then removed the tray from the high chair Big Mac stepped off and smiled.

“Was that enough food?” asked Fluttershy.

“Eyup!” replied Big Mac. “So what’s next for us?”

“Well…”

Fluttershy went to a nearby drawer and pulled out a simple camera. Smiling, she pointed it at Big McIntosh. Big McIntosh however didn’t seem to like the idea of a camera pointed at him like this at all.

“Whoa! Yer not gonna photograph me lookinh like this, are you?”

“I just want to keep the memory. That’s all.”

“Yer not gon’ share this with other ponies?”

“I’m not going to post this publically if that’s what you mean.”

Fluttershy didn’t answer his question directly because the truth of the matter was that she wasn’t about to promise that she wouldn’t show the photo to anyone else. Still, her answer seemed to satisfy the red pony.

“Oh alright, but for you, Miss Fluttershy.”

“Smile!”

Fluttershy held up the camera and looked through the viewfinder. Big Mac smiled as best as he could and Fluttershy pressed the shutter. A click and hum later, Fluttershy put the camera away and smiled.

“Thank you, Little Mac. This has been a lot of fun for me. Now with that, I think our time is up.”

Big McIntosh blinked for a moment. In all this adult foal play he had almost forgotten about the outside world.

“Oh … right.”

Fluttershy put a hoof to Big Mac’s diapered rear and squeezed which startled him a bit. Having his diaper checked was a feeling he doubted he would ever get used to.

“Well you’re not wet or messy so I’m won’t need to clean you up before you go.”

And without warning, Fluttershy removed the diaper from Big Mac’s rear and set it to one side. The red pony looked back as if a body part had been removed.

“I imagine you must have a lot of chores to do each day, right?”

“Eyup.”

“And you wouldn’t want me to keep you from your duties, right?”

“Nope.”

“Then I suppose you’d better be going now. I must say it was a lot of fun having you as my baby. This was wonderful!”

“Happy to have made you happy, Miss Fluttershy.”

Big Mac started to head for the door, but before he did, he turned back to Fluttershy and gave her a kiss on the cheek. Fluttershy in turn kissed him on the nose even though what she really wanted to do was kiss him on the lips. Then Big Mac opened the door and headed outside, turning to wave to Fluttershy.

“Goodbye, Miss Fluttershy.”

“Goodbye, Little Mac.”

And with that, Big McIntosh was gone. Fluttershy sighed in happiness. She has never had such a fulfilling time in her life. Going back into her house she walked over to the kitchen and opened the drawer where she kept the notebook of all the ponies she knew. She wrote a check mark next to the names of Big McIntosh and Twilight Sparkle. Looking at the rest of the names in her book she smiled to herself.

“Looks like a whole bunch of ponies will soon be getting a new mommy!”

* * *

Three days had passed since Fluttershy’s foal time with Big Mac. She hadn’t babied another pony since then because she hadn't quite gotten over how happy the first one had made her. That morning she decided to go shopping, so we went to the open market to buy various foodstuffs and other items she would need. She had just purchased a head of lettuce when she was pleasantly surprised to find Big McIntosh in the market as well. She walked up to him and smiled.

“Big Mac! I’m surprised to see you here!” she said excitedly.

“Jus’ was bringing apples to sell in the market is all,” replied the big red pony plainly.

“Oh, right! Um … listen … did you enjoy … the other day?”

“Ah did. It was … different, but ah did.”

“You think you might want to try it again sometime?”

Big McIntosh looked around just to make sure no one was within earshot that mattered to him.

“Ah think so, but there’s someone else who ah think might like it even more.”

“And who might that be?”

“Mah sister Applejack.”

“Oooo! Maybe you could both come sometime?”

“How does Friday afternoon sound?”

“It’s a date then!”

The two took their leave of each other for that day. On Friday Fluttershy had her home clean and ready for two guests. Sure enough there was a knock at her door that afternoon. Fluttershy opened the door to find Big McIntosh and Applejack on her front step.

“Come on in,” said Fluttershy to the two Apples.

“Thank you mighty kindly,” replied Applejack.

The brother and sister stepped over the threshold and into her house. Fluttershy closed the door behind them and locked it.

“I’m so glad you two could come over!”

“Well it’s nice to be here, Fluttershy,” replied Applejack. “Though Big Mac didn’t say what this was all about. Then he never says much when he can avoid it. Only that it was going to be fun. Isn’t that right, big brother?”

“Eyup.”

“Oh it certainly most will be for me and I hope you two as well!” replied Fluttershy.

Fluttershy led the two of them to her nursery door. Before opening it, Fluttershy turned to Applejack. She felt at first that maybe she should warn her about what to expect inside, but decided against it and opened it away. She ushered Applejack inside. The orange pony walked in followed closely behind by her brother, looking at all the infantile furniture and other objects strewn about the room, not entirely understanding what their purposes where. As quietly as she could, Fluttershy walked in and locked the door behind them.

“So … y’all run a babysitting service er sumtin’ Fluttershy?” asked Applejack.

“Something like that. Big Mac? Could you take a place on the table for me please?”

“Eyup.”

Applejack didn’t quite know what was going to happen. Even as she watched it happening she wasn’t entirely sure what was going on. She witnessed her older brother lay on top of the changing table with his legs open and his hooves up. Fluttershy then came over and proceeded to diaper him. Fluttershy performed her craft like she was born to do it and when she was finished she helped the big red pony off of the table and on the floor again. Applejack just looked in shock. Fluttershy then put a pacifier in Big Mac’s mouth which he proceeded to suckle on.

“There now, aren’t we all better?” asked Fluttershy soothingly.

Applejack slowly approached her brother and smiled, giggling to herself.

“Well now if this dun bring back memories. Shucks, ah used ta play house with Big Mac and Apple Bloom when ah was a lil’ filly. An he does look kinda funny this way.”

“Now it’s your turn,” said Fluttershy patting the surface of the changing table.

“Beg pardon?” replied a confused orange pony.

“You heard me. Up on the table if you’d please.”

Applejack was very hesitant. She stood frozen in her tracks. Fluttershy in turn looked at Applejack with large soulful eyes.

“Pleeease?”

“No way, no how, Fluttershy.”

“Just this once?”

“Er … ah …”

Applejack looked into Fluttershy’s almost abnormally large eyes. Suddenly they were making her more uncomfortable than the thought of being diapered itself.

“Okay fine. Have it yer way!”

The cowboy hatted pony trotted over to the table and with a slight huff laid down on the table. Approvingly Fluttershy smiled and walked over to the table, took out a fresh diaper and started her craft. Big Mac watched still suckling on his pacifier as he witnessed his sister getting the same treatment as he did. In no time at all, Applejack was diapered and not looking too happy about it. Fluttershy offered to help the diapered pony off the table which she reluctantly accepted. Applejack walked over to her older brother and sat down next to him with a huff.

“Well ah hope yer happy, you two,” she said.

“Eyup,” replied Big Mac.

“Delighted, but you don’t seem to be. I can fix that though,” said Fluttershy.

Fluttershy walked over to a mini fridge, opened it and pulled out a baby bottle that had been specially marked with a small pink strip. The bottles without it contained plain milk. Those with the strip contained milk with Fluttershy’s special ingredient mixed in. Of course neither Applejack nor Big McIntosh knew what the bottle contained. For all they knew it was a normal baby bottle of milk. Fluttershy held the bottle with the nipple pointed directly at Appleajack. Applejack didn’t look too happy to see a rubber nipple so close to her mouth.

“You can’t be serious, Fluttershy.”

“Just drink. I promise it will make you feel better.”

“What do ah look like to you? A filly?!”

Applejack looked down at the diapers hugging her flank and sighed.

“Fine, ah’ll drink from the stupid bottle.”

Applejack opened her mouth and Fluttershy placed the nipple inside, almost shoving it in. Applejack only looked at Fluttershy with a frown and began to suckle on the nipple. Fluttershy moved in closer and held the pony’s head with her hoof just to make sure she wouldn’t go anywhere. When half the bottle was gone, Applejack appeared to be getting restless so Fluttershy took the bottle away and put it to one side.

“How was it, AJ?” asked Fluttershy.

“Ah dunno. Ah drank yer little bottle an’ ah dun feel any beh…”

“What’s that?”

There was grumbling noises coming from Applejack’s stomach and she appeared light-headed. She began to sway this way and that and utter complete nonsense. And then without warning she messed herself until her diaper was completely filled and bulging. Applejack herself looked like she was not entirely herself. She stared off into space and started to giggle and drool. Big Mac looked at his sister with some uncertainty.

“Applejack? Can you hear me?” asked the yellow pegasus.

“Hee hee hee. Poopy,” replied Applejack.

“What’s come over her, Fluttershy?” asked Big Mac.

“Oh, it’s just the effects of the foalmula. Don’t worry. This is only temporary. By morning she will be back to her … old self,” Fluttershy reassured him.

Big McIntosh however was not completely reassured even it was hard to tell from his face. For the rest of the evening, Fluttershy babied the two Apples to her delight and took a couple of pictures for her scrapbook. The next morning Applejack was still sound asleep when Fluttershy and Big Mac had awoken, so Fluttershy arranged with Big Mac to carry his sister back home while she slumbered. When the orange pony came to her senses, she was in her own bed and had no recollection of what happened the night before. Meanwhile, back in a house near the edge of the Everfree Forest, a certain yellow pony was cleaning up with a smile on her face.

* * *

Later that day Fluttershy walked into the Everfree Forest carrying with her a certain book. She didn’t stop until she reached the hut of a certain zebra who called this mysterious forest her home. Knocking on the door it wasn’t before long when the door opened and a familiar face popped out.

“Fluttershy, what a pleasant surprise,

That at my door you meet my eyes.

“I’ve come to return your book, Zecora,” said Fluttershy holding the recipe book forward.

“So I see and this is good news.

Did my book prove a lot of use?”

The zebra took the book and placed it to one side.

“Most definitely, Zecora.”

“And the potion you sought of Dorian’s Gold?

It helped the person who was feeling old?”

“Oh I would definitely say so!”

“To know I helped makes me happy.

Perhaps you’d like to stay for tea?”

Flutterhy nodded and accepted Zecora’s offer. The zebra poured the two of them a cup of oolong tea. Fluttershy did not tell the zebra what she used the Dorian’s Gold for, nor did she ever intend to. She figured that Zecora would not be nearly as receptive to Fluttershy’s fetishes, nor did she intend to make the zebra into one of her babies just yet.

For the next few days Fluttershy continued to make babies out of various members of the population of Ponyville, always deciding who to baby next through the use of her trusty bingo cage. It proved to be one activity that always brought her happiness and comfort. She was also careful to keep her activities low key. In time her scrap book became fuller and fuller until she had babied nearly everyone she knew.

Then one day she broke out her trusty bingo cage and turned the crank until it caught a ball. Reversing the handle, the mechanism released the ball into the catcher and Fluttershy pulled it out to read the number.

“I 21.”

Fluttershy pulled out her little booklet and examined the index to see whose number had come up. She squeaked with delight when she saw who it was.

“Rainbow Dash!”

One morning....

It was a beautiful day in Ponyville. The sun was shining, the birds were singing, and everypony was out having fun in the nice weather. It was all thanks to the most dependable pegasus on the weather team: Rainbow Dash. The pony in question was at the moment resting on what to her might very well be the most comfortable cloud in all of Equestria after a hard day of handling the weather like she normally did. She had been resting for awhile when she just thought about another appointment that she had to keep. Getting up and stretching her wings, she flew low over the busy town. Looking down she spotted Scootaloo who gave her idol a friendly wave. Smiling, Dash waved back and went on her way to her destination. It didn’t take long for her to reach her long time friend’s house. Rainbow Dash landed on the front step of Fluttershy’s moss grown and knocked on the door. A short while later a familiar yellow pegasus answered the door and smiled sweetly at her.

The two of them had been friends since they were fillies. But whereas Rainbow Dash continued to remain in Cloudsdale following the events of the sonic rainboom, Fluttershy chose to remain on the ground and build her home just beyond the outskirts of the Everfree Forest where all the animals lived. Fluttershy had garnered a reputation among her friends as someone who was good with animals and taking care of injured or sick woodland creatures. She despite herself also proved herself capable in foalsitting as she had when she was put in charge of the Cutiemark Crusaders when Rarity was unable to look after them. It was a lifestyle that Rainbow Dash could never imagine having as it was too slow paced for her. Yet despite the two pegasus’ vastly different lifestyles and interests, the two remained very close friends, which is why Rainbow Dash didn’t think twice when Fluttershy requested that she join her on this day.

“Oh, Rainbow Dash! Thank you so much for coming! Please come in,” said the pink haired pony.

“Dun mind if I do, Fluttershy,” said the blue pony as she stepped over the threshold. “I hope I’m not too late.”

“Oh no, Dash. I may have said ‘some time after noon’ but I didn’t have a specific time in mind.”

“Good, cause I took a little nap after getting the sky cleared early.”

“Oh!” said Fluttershy, “Well in that case you must be thirsty!”

“Come to think of it, I am a little parched.”

“You wait right there! I’ll be right back.”

Fluttershy disappeared for a moment and reappeared shortly after holding a silver tray in her mouth. On the tray was a single glass full of ice and a transparent yellow liquid, topped with a flexible straw. She placed the tray on a nearby table and Rainbow Dash at once approached the table and sucked on the small plastic tube, drawing liquid into her mouth.

“Mmmm! This is tasty and refreshing! What is it?”

“It’s a sports drink that Pinkie Pie came up with. It’s supposed to help rehydrate the body faster than water can alone. She calls it ‘Gummyade.’ ”

“Well remind me to thank her later on,” said the blue Pegasus as she drank some more through the straw. “So what did you call me here over for? It is something having to do with one of your small critters?”

“No. I wanted you to come over because you’re my best friend and I wanted to talk to you about something that’s been on my mind for awhile. Foalsitting the Cutiemark Crusaders got me thinking. Looking after animals is nice and everything, but eventually I want to be a mommy. I want to have a baby of my own to raise and nuture and pamper.”

“Well I’m sure you’ll make a great mommy.”

“Thank you, Rainbow Dash. I’m really glad you say that. That means a lot to me coming from you.”

The blue pegasus took another sip of her drink.

“Do you know the lullaby I used to try to put the Cutiemark Crusaders to sleep?” asked Fluttershy.

“Not off the top of my head,” said Rainbow Dash.

Fluttershy cleared her throat and began to sing.

“Hush now, quiet now,

It's time to lay your sleepy head,

Hush now, quiet now,

It's time to go to bed,

Drifting off to sleep,

Leave exciting day behind you,

Drifting off to sleep,

Let the joy of daylight find you.”

As she sang, Rainbow Dash began to feel tired and light-headed. At first she thought she was more tired than she realized. Then she thought that maybe her friend’s lullaby was really that powerful. Finally her suspicion fell upon the glass of the unnaturally colored yellow liquid. Looking at it and smelling it, she turned to her friend. She wanted to say something, but Fluttershy continued to sing her song and soon Rainbow Dash collapsed on the spot, lost to the darkness.

***

Rainbow Dash regained consciousness sometime later, but still found herself in darkness. She started to stretch her limbs only to find that she couldn’t. She was restrained and could barely move her arms and legs which were strapped down. Immediately she called out to the darkness for help.

“Oh good. You’re awake. We can get started!” a familiar voice called out.

A light turned on to reveal everything. Rainbow Dash appeared to be strapped down to some sort of changing table by her legs, torso and arms. She was restrained in such a way that she could not move her wings at all. The room appeared to be some sort of nursery. The walls and carpet were decorated in pastels. There was a playpen, a crib, a closet, baby toys and other paraphernalia suitable for the youngest of foals. More disturbing than her being restrained in such a way was that none of the items seemed size appropriate for a foal. They seemed made for an adult pony. Fluttershy was in the doorway and looked at the restrained Pegasus with a smile on her face.

“Fluttershy, what’s going on here?” said the blue pony with more of a sense of irk than disturbance. “Why am I strapped down?”

“Well … remember earlier out how I said I wanted to be a mommy and have a baby of my very own?”

“I vaguely remember something like that before blacking out. Hey, wait a minute! What did you put in my drink? Did you drug me?”

“I did and I’m sorry. But it was necessary for you to cooperate. You see I’ve been going over a lot of options. At first I thought about giving birth to my own foal, but I don’t even have a boyfriend. Then I thought about adoption, but that’s full of complications and often a lot of red tape. Then I thought about us and how we’ve been friends longer than any of the other girls. That’s when I realized that you would be a perfect baby for me.”

Rainbow Dash just stared at Fluttershy for a bit and burst out laughing.

“Oh that’s rich, Fluttershy. Wanting me to be your baby. How did you come up with this prank? Did Pinkie Pie help you?”

Fluttershy tilted her head.

“Prank? Oh no, Rainbow Dash. I am being most sincere. And I guarantee that by day’s end, you will be calling me ‘mommy.’ ”

“Pfft! Like that’s going to happen.”

“Time will tell. Let’s get started.”

Fluttershy began by reaching for something that was in one of the compartments of the changing table. She presented a set of four bondage mitts that were covered in pink fleece so they looked like booties for newborns. Before Rainbow Dash could protest, Fluttershy was already working to secure the mitts on Dash’s hooves one by one.

“What are these for?” asked Rainbow Dash.

“So that you don’t mess with the next thing I’m going to put on you.”

Rainbow Dash raised an eyebrow at her friend. Fluttershy said nothing and continued to put the bondage mitts on her friend’s hooves until they were nice and snug. Once she was finished she pulled out what was clearly a thick yellow diaper that was made to fit an adult size but still decorated to look like one for a filly. She began to undo the diaper. Dash looked on with disgust.

“Oooooh no! You don’t plan to put that on me, do you?” said Dash.

“Not only will you wear it, but you will use it too.”

“Like Hell I will!”

Fluttershy pretended she didn’t hear that and proceeded to put the diaper on her friend. Rainbow Dash couldn’t exactly struggle much since the straps held her down. So it wasn’t long before the diaper was on her rear and secured in place. Dash stared in awe at the piece of cloth, plastic, tapes and absorbent material hugging her waist. She hasn’t worn of these since she was very young. The first filly among her peers to be potty trained, and here she was in diapers again. She looked down at it and noticed the pattern on the diaper.

“Pink butterflies?” asked Rainbow Dash.

“Yep. My cutiemark. That way anyone can look at your diaper and know right away who your mama is.”

“Look, Fluttershy. I don’t know what’d gotten into you, but I am NOT a little filly and you are NOT my mama.”

“Awww. A little grumpy, I see. Let me remove those straps.”

Fluttershy began to remove the straps one by one. Rainbow Dash began to stretch her limbs with each new liberated limb. She waited with bated breath as Fluttershy began to remove the strap holding her chest down. Finally there was nothing holding her down.

“I’m outta here!” exclaimed Rainbow Dash.

She sprang from the changing table with every intention of flying out of the room and out the front door. But she had barely gotten off the table when she fell down, crashing head first on the floor. Fluttershy helped her up and held the diapered pony in her arms.

“Are you okay, Dashy?” she asked.

“Ugh. I’m feeling kinda weak for some reason.”

“Silly filly. You know very well little that you’re not strong enough to fly. Not yet, at least. After all, you’re just a baby.”

“Oh yeah? Well I can still remove this diaper!”

Rainbow Dash shuffled out of Fluttershy’s grasp and tried to remove the diaper, but try as she might, between the loss of grip due to the mitts and her noticeable lack of strength, she was unable to do so. She sat on her padded duff, crossed her arms and gave a slight huff when she realized it was hopeless.

“Oh Dash, don’t be silly. You can’t leave. Not looking like that. What would people say? What would Scootaloo say? You simply aren’t strong enough right now.”

Rainbow Dash glared at Fluttershy. She knew very well she was at the yellow pegasus’ mercy.

“Okay, Fluttershy. What will it take to get this diaper off?”

“Humor me for the rest of the day. If you’re not happy by day’s end, you’ll be free to go.”

“That’s it? I just have to play baby with you for a day and I’m free to go?”

“That’s it.”

“Okay … I guess I can deal with that. What did you want to do first?”

Fluttershy gave a squeaky grin and sat down in front of Rainbow Dash.

“Pattycake!” exclaimed Fluttershy.

“Pattycake?” said the diapered pony.

“Pattycake!” said Fluttershy holding her hooves out in front of her.

Rainbow Dash sighed and put her hooves out in front of her. Fluttershy sang but Dash declined to join in, and only matched Fluttershy’s claps with her own.

“Pat a cake, pat a cake, baker’s colt,

Bake me a cake as fast as a bolt,

Pat it, and prick it, and mark it with a D,

And put it in the oven for Dashy and me!”

On that last part, Fluttershy gave one of her signature cheers.

“Yeah … that was really … something,” said Rainbow Dash.

Just then Rainbow Dash’s body was telling her something she didn’t want to hear, especially not as she was now. She wiggled her legs a bit.

“Uh, Fluttershy. I don’t know how to say this but … I … need go water the flowers.”

“Oh you don’t have to Dashy. I already watered my garden this morning.”

“No, what I mean is I need to go use the little filly’s room.”

“Oh! Well then by all means! You’re free to go.”

Rainbow Dash blinked.

“Really? Then in that case could you help me get this diaper off?”

“Oh no, no, no. You misunderstand. You’re free to go … in your diapers.”

Rainbow Dash was about to protest, but before she could she thought about what Fluttershy said earlier about her being free to go if she cooperated and simply huffed.

“I can hold it,” she Rainbow Dash.

“If you say so,” said Fluttershy.

***

The two of them spend the next half hour or so playing as any mother and daughter would. Fluttershy had put a lot of effort into the nursery room. There was a table with a pink tablecloth and a tea set. Rainbow Dash was not entirely keen on having a tea party with Fluttershy, but abided as best as she could. The closet was also filled with all manner of infantile clothing. Fluttershy had Rainbow Dash try one each outfit and model it for her much to the blue pony’s dismay.

“These dresses look adorable on you, Rainbow Dash.”

Rainbow Dash, who was currently wearing a pink frilly maid-like dress only huffed. Just then Fluttershy looked as if she had suddenly remembered something.

“Oh, I just remembered that I have to check on one of the animals in my care. I’ll be right back, baby,” said Fluttershy as she went out of the room

Fluttershy had left the door to the nursery open. Rainbow Dash was tempted to escape to the outside, but decided against it considering how she was dressed and had no way to change that. By now she realized that she could no longer hold in her bladder. She needed to relieve herself one way or the other. Looking and listening around to make sure Fluttershy was not around, she spread her legs, pulled up her dress, and finally let it all go in her diaper, giving a sigh of relief. When she was done, the pink butterflies on her yellow diaper had disappeared and her diaper was much warmer and softer. Curiosity got the better of her and she started to play with her wet diapers.

“Enjoying your diapers, I see.”

Rainbow Dash almost peed her diapers again when she heard that. She turned and saw that Fluttershy had returned and she hadn’t noticed.

“Er … no!” said the blue pony pushing her dress down. “I hate these things. Get them off!”

“I’ll tell you what. Just call me ‘mommy’ and I’ll change your diapers.”

Rainbow Dash considered the option but quickly put it out of her mind.

“I’ve been in worse situations. I don’t mind the diapers.”

She stopped for a moment and realized what she just said.

“Er … that’s not what I mean,” said the blue pegasus waving her hooves in front of her. “I meant that I would rather be in diapers than call you ‘mommy.’ ”

Suddenly Rainbow Dash’s stomach began to grumble.

“Looks like someone is hungry!” said the yellow pegasus, “Follow me. I’ll fix you up something.”

Fluttershy trotted out of the nursery and Rainbow Dash followed after. The diaper on her rear made a distinct crinkling noise as she walked. Rainbow Dash cringed at the feeling, but tolerated it for the moment if playing along meant her eventual freedom. Fluttershy went into the kitchen while Rainbow Dash remained in the dining room. There was a table, but no places to sit at it. Fluttershy came out soon after with a tray with a bowl filled with hot cereal and spoon and set the tray on the table.

“Oatmeal?” asked Rainbow Dash.

“Indeed,” said Fluttershy.

“I suppose I could go for some oatmeal.”

“Have a seat, please.”

“Where? There’s no place to sit.”

Fluttershy pointed to a piece of furniture that escaped Rainbow Dash’s attention when she first came into the room. It was a high chair, complete with built-in table and buckling belt to keep the occupant safe in it.

“There is no way I am sitting in that!” said Dash as she crossed her arms.

Fluttershy gave Rainbow Dash a look like that of a puppydog as a means of silently pleading with her. Rainbow Dash only shook her head from side to side in defiance. Then Fluttershy did something she had never done to her friend before. She gave her the stare. It was the look that always filled those she gave it to with dread. Rainbow Dash lowered her ears and backed away slowly. Without a word she got into the high chair. Once she was seated, Fluttershy returned to her normal disposition and came over and buckled the blue diapered pony in and closed the tray, effectively locking her into the chair. Once this was done she brought the bowl of oatmeal and spoon and placed it on the highchair tray.

“Oh! I almost forgot!” said Fluttershy.

She ran out for a bit and returned with a bib. Rainbow Dash was a bit tired of protesting, so she let Fluttershy put the bib on her without much of a fuss. Then Fluttershy took the spoon and put it the oatmeal.

“Now, Dashy. Are you going to be a good filly and let me feed you?”

“Eh, whatever.”

Fluttershy gripped the handle of the spoon with her teeth and scooped up a helping of oatmeal. Smiling she brought it to Dash’s mouth. Rainbow Dash opened her mouth and allowed the spoon inside. Wrapping her lips around the spoon, she drew the food into her mouth while Fluttershy drew the spoon out. This process repeated over and over again until the bowl was empty. All the while nothing but thoughts of sheer and utter humiliation filled Rainbow Dash’s head as well as fears of what anyone might say if they saw her like this.

“There. All done,” said Fluttershy with pride. “Oh my! You spilled some. Good thing you have that bib!”

Fluttershy used the spoon to scoop up the excess oatmeal and feed it to Dash. Once she was done, Fluttershy removed the bowl and spoon and set them to one side.

“Now I imagine you’re thirsty, right?” said the yellow pony.

“I could use something to drink … as long as it’s not anymore of that Gummyade stuff.”

Fluttershy nodded and went into the kitchen and returned with a baby bottle.

“I should have seen this one coming,” said the blue pony.

Fluttershy held the bottle with her hoof up to her friend’s mouth. Rainbow Dash gave a sigh of utter defeat and wrapped her lips around the amber nipple and began to suckle. Her efforts resulted in a trickle of warm milk in her mouth. It seemed like an awfully lot of work just to drink some milk. But as she did so, something happened that she did not expect. The suckling action was calming her down. Soon the suckling motion became autonomous and Rainbow Dash drank to her heart’s content. Fluttershy seemed to notice this change as well and smiled widely. Once she was done, she removed the bottle, but Rainbow Dash was still making a suckling motion with her lips. Fluttershy responded by placing a pacifier on a pendant in Dash’s mouth which she took to quite well.

“Come on, my little filly,” said Fluttershy as she removed the tray and restraints from the high chair, and helped Rainbow Dash down.

***

After a nutritious meal, Fluttershy escorted Rainbow Dash back to the nursery. Fluttershy saw that Rainbow Dash was visibly beginning to break down, but knew it was a little premature to tell if her efforts were completely successful. For all she knew, the blue pony was merely playing along with the promise of freedom at the end of the day if she cooperated. Rainbow Dash was still suckling on her paci when she walked into the nursery, her rear crinkling behind her. She walked over to a nearby teddy bear and began to cuddle with it.

Fluttershy decided that now would be a good time for a story, so she reached for a book from a nearby bookshelf and went over to a nearby bean bag and called Rainbow Dash over to her. Rainbow Dash seemed quite disorientated but found her way next to Fluttershy and sat in the beanbag chair with her. Fluttershy opened the book and read aloud. The story itself was nothing terribly earth shattering. It was about a pony wishing to hold the world’s biggest tea party. But Fluttershy read the story as if she were the newly elected mayor of Ponyville reading her inaugural address. When she was done, she closed the book and turned to Dash.

“So, Dashy. What did you think of the story?”

Rainbow Dash spit out the pacifier which was attached via a pendant.

“Eh … it was okay. It’s no Harry Trotter and the Fillyosopher’s Stone, though.”

“I see. Then in that case maybe I should show you something else.”

Fluttershy got up and put the book away and returned with a photo album. She sat down next to the diapered pony and opened the album. The first photo was that of Fluttershy as a young filly, still living in Cloudsdale.

“Aww … how cute,” said Rainbow Dash.

Fluttershy turned the page which revealed photos of the other five ponies in their circle of friends as young fillies, including Rainbow Dash. The blue pony smiled and laughed at the sight. Then Fluttershy turned the page and Rainbow Dash’s laughter stopped. The first photo was of Cheerilee in a short dress, diaper and pacifier and holding a stuffed animal. She was clearly not a filly in this photo, but of adult age and posed provocatively for the camera. The next photo showed the mayor of Ponyville dressed similarly and then Carrot and Cup Cake also dressed in baby outfits. One by one Fluttershy turned the pages of the album to reveal more of the same: citizens of Ponyville turned into adult foals. Futher pages revealed intimate diapered photos of Lyra, BonBon, Spike, Braeburn, Big McIntosh, and sure enough Pinkie Pie, Rarity, Applejack and Twilight Sparkle too. When Rainbow Dash saw a photo of various members of The Wonderbolts in diapers, she jumped up and made a run for the door.

“Where are you going?” asked Fluttershy.

“Away from you!” said Rainbow Dash in disgust. “This is sick! Grown ponies in diapers? What did you do to them all?”

“Now Dashy, all these photos were taken with permission. These ponies and I consented to a little adult foal play and

each photo is a fond memory of it.”

“So why force this on me?”

“I told you. You’re going to be my baby.”

“Screw that! You think I am going to take this? You think I’m going to allow you to treat me like a baby just becau…?”

But before Rainbow Dash could finish, something happened that the blue pony never foresaw. She messed her diapers. She didn’t even feel it happening, nor was she given any time to react to it. It just happened. One moment she was talking and the next minute she was filling her diapers with excrement as it were as natural and automatic as breathing. All this paralyzed the blue pony with fear. When the deed was done, she reached behind her and patted her diapered rear, causing it to squish. Rainbow Dash realized that for reasons beyond her understanding, she had messed herself uncontrollably and it frightened her to the core. She began to cry.

“Aww … there, there,” said Fluttershy comforting the blue pegasus. “It’s okay. Want me to change your diapers?”

As much as she hated to admit it, she needed a good diaper change and nodded.

“Okay, but if you want me to change you, you need to call me ‘mommy’ and then ask me to change you.”

Rainbow Dash thought about this and what it would mean for her. She was in quite a predicament right now and the only way out was through the very person who put her into this mess. She had little choice in the matter. Prolonging the inevitable would only make it worse on her.

“I … I … I” began the scared blue pegasus.

“What’s that?” asked the yellow pegasus.

Rainbow Dash was beginning to feel really filthy, both internally and externally. She knew what she had to do.

“Mommy, I want you to change my diapees,” she said.

Did she really say “diapees” instead of “diapers?” Fluttershy smiled approvingly and escorted Dash to the changing table. It didn’t take any fancy instruction of what she was supposed to do. She laid down on the changing table and held her hooves up. Fluttershy swiftly undid the messy diaper, rolling it up and throwing it away. Then she started to clean up Dash with a series of moist towelettes. As she felt the baby wipes cleansing her, Rainbow Dash was put further at ease, as if each wipe was wiping away any doubt and fear in her mind. By the time she was completely cleaned, Rainbow Dash felt much better and more receptive. Fluttershy took some baby powder and spread is all over the blue pony’s nether regions. Finally Fluttershy unfolded a new diaper and placed it on Dash and secured it in place. The diaper sealed the deal. Everything up to this point had been in a effort to break the blue Pegasus known as Rainbow Dash, but the diaper made certain that she would stay broken. Rainbow Dash giggled and put her paci back in her mouth and patted her new diaper. Fluttershy giggled and picked Dash off the table and set her on the floor.

“How do you feel, baby?” asked Fluttershy.

“I feel wonderful, mommy!” exclaimed Rainbow Dash.

“Wonderful! I couldn’t have asked for a better filly. I love you, Dashy.”

“I love you too, mommy!”

As a teenage pony, Rainbow Dash was always so adventurous and apt to crashing into things. As a mentally regressed filly, she retained these traits, but now found herself answering to Fluttershy. Her best friend was now her mommy, and it made her happy to be a filly again with a mother who loved her. Fluttershy on the other hand got to experience the joys of being a parent through a filly made from her best friend who was now completely dependent on her. Caring for the regressed Rainbow Dash much to her surprise had brought Fluttershy more joy than any baby bunny, sick bird or animal in need of care had ever done before. Rainbow Dash would never “grow up” as it were since Fluttershy’s influence would always keep her in check. Sooner or later some pony would discover what had befallen Rainbow Dash, but until then there was a limitless supply of diapers to use, bottle to suckle, clothes to wear and games to play. And right now for Rainbow Dash, that was all that mattered anymore.

###

Chapter 2

“Okay, let’s see if I can get this right this time.”

The yellow pegasus had grinded the selected herb with the mortar and pestle until it became a fine powder. Mixing the contents of the ceramic bowl with some liquid, she poured the results into the chamber of the alembic. Lighting the burner she began the distillation process, while the rest of the tubes and containers awaited the flow of gasses and liquids as they separated and mixed together again in a symphony of chemistry. After some time the process was completed and the yellow pegasus took the resulting beaker and examined the contents.

“Hmmm … the color is a bit off.”

She took a sniff of the liquid in the glass.

“Potent. Almost … too potent. Shoot! It’s too powerful to use normally but … hmmm. Maybe for a special occasion. I’ll have to thank Twilight some time for the alchemy set and Zecora for the recipes. Oh wait! I already have.”

Fluttershy thought about another two memories from her scrap book. Just then she heard the sound of crinkling behind her.

“Mommy, what are you doing?”

Fluttershy turned around to see the mentally broken Rainbow Dash behind her. She was wearing a diaper as she always did nowadays. She had little choice. It seemed like she also constantly bore a simple-minded smiling expression on her face. Fluttershy smiled and walked up to her “filly”.

“Mommy’s working on some more special formula, sweetie,” she said.

“Does this mean I’ll have a new brudder or sister?” asked Rainbow Dash.

“Hmmm … perhaps. But mommy’s got to get the mixture just right. Why don’t you go and play with your blocks some more?”

“Okay, mommy.”

Fluttershy stuck Rainbow Dash’s pacifier back into her mouth. The blue pegasus took very well to the act of suckling. Satisfied, the blue pegasus went off to play with her toys. The past week had been the happiest for Fluttershy yet and she intended to keep it like that for as long as possible.

“Oh, and stay out of the basement. Mommy has to go clean it up later,” called Fluttershy.

* * *

It was raining. That much was certain. But for the little orange pegasus known as Scootaloo, that was the last thing on her mind. The little filly’s wings were too small to allow her to fly, but they served well enough as a means of propulsion when riding her scooter. Even as the weather was bad, she sped through the rain on her scooter making her way to Sweet Apple Acres. Raindrops bounced off her helmet creating a sort of natural percussion. Eventually she reached her destination, a secluded part of the farm where the Cutie Mark Crusaders clubhouse built in one of the trees stood. The windows were lit which meant that her other two friends were home. Parking her scooter under the tree, she took off her helmet, set it on the scooter, climbed the ramp, shook herself off, and entered.

“Hello, fellow crusaders!” said Scootaloo.

“Heya!” said Apple Bloom who was wrapping up some small cardboard boxes.

“Hi, Scootaloo,” said Sweetie Belle who was writing on some sheets.

“So what do we have planned for today to get our cutie marks?” asked Scootaloo. “Cutie Mark Crusader tri-athletes? Cutie Mark Crusader treasure hunters? Cutie Mark Crusader dungeon crawlers?”

“There are dungeons in Ponyville?” asked Sweetie.

“Well maybe there’s treasure buried in the dungeons,” suggested Scootaloo. “Then we could be Cutie Mark Crusader treasure hunting dungeon crawlers.”

“Girls, ahm pretty sure there ain’t no dungeons in Ponyville,” said Apple Bloom. “Besides, we have a more important task ahead of us.”

“Awesome!” said Scootaloo. “So what’s the plan?”

“Fund raisin’,” replied Apple Bloom.

“Cutie Mark Crusader fund … wait what?!” said Scootaloo.

“Making money,” replied Sweetie Belle. “Some of these attempts to find our cutie marks require having bits to spend, so we’re organizing a fund raiser so we can continue to work on getting our cutie marks.”

“We got some cookies we can sell door to door. We figure about two bits a box would be fair to ask for each,” said Apple Bloom.

“That sounds good,” said Scootaloo thoughtfully. “Wait, who made these cookies? Was it Pinkie Pie?”

“Heavens no!” said Apple Bloom. “Mah sister had extra so she allowed us to sell some. And before you ask, she was very much awake when she baked them and they are very good.”

“Sweet!” said Scootaloo.

The orange pegasus looked outside the window and saw that it was still raining. She let out a sigh.

“It’s a shame that the weather’s not so good for being outside,” lamented Scootaloo. “If only Rainbow Dash had cleared the sky today. Speaking of which, has anypony seen her lately? There hasn’t been a clear day for about week or so.”

“I’m surprised you’d want to see her,” said Sweetie Belle. “Hasn’t it been a week since …?”

“Yes, it has. Let’s not get into that,” said Scootaloo.

“Sorry. Anyway jus’ cause the weather is bad don’t mean Rainbow Dash hasn’t been doing her job,” said Apple Bloom. “After all, we need rain jus’ as much as the sunshine. Otherwise none of these here apple trees would grow.”

“Yeah … I suppose that’s true. So cookies, huh?”

“Yep, cookies. Here, try one!” said Apple Bloom handing Scootaloo a spiced apple cookie.

“Mmmm. These are good,” said Scootaloo as she munched on one. “These will raise a lot of bits for sure!”

And so for the rest of the afternoon the crusaders boxed up cookies and planned out their routes for making as much money as possible.

* * *

The weather for the next day was much brighter and so Scootaloo took it upon herself sell cookies door to door since her scooter and wings made her the fastest among the crusaders. Apple Bloom and Sweetie Belle in the mean time decided to set up a stand in the middle of the town square and sell cookies there. Though considering the last time Apple Bloom had attempted to be a salespony, she reluctantly agreed to manage the finances of the stand while Sweetie Belle approached passerby’s to attempt to sell their cookies.

Scootaloo definitely felt like she had the better end of the deal. The speed of her scooter and the wind in her face made her feel alive as she pulled the wagon full of cookie boxes with her scooter. Still, she couldn’t for the life of her understand why she hadn’t heard from Rainbow Dash in some time. Deciding to put it out of her mind for the moment, she parked by her first destination: Sugarcube Corner. Taking out a couple of boxes she approached the door and knocked. A pink delightful pony answered the door shortly after.

“Hiya, Scootaloo!” said Pinkie Pie.

“Hello, Pinkie Pie,” said Scootaloo. “Look, I know this may seem a little strange considering that you live in a sweet shop, but I was wondering if you’d like to buy some cookies? The Cutie Mark Crusaders are trying to raise funds.”

“Cookies? I love cookies! What kind do you have?”

“Spiced apple! Only two bits a box.”

“I’ll take one!” said Pinkie Pie as she ran off to get some bits and came back shortly after and exchanged two coins for the box.

“Thanks a ton, Pinkie Pie!” said Scootaloo taking the bits and putting them in a satchel. “By the way, have you seen Rainbow Dash by any chance?”

“Rainbow Dash? No. Why? Is it my turn to bring the milk?”

“Huh? Milk? What are you talking about?”

Pinkie Pie blinked for a moment and realized that she said something she shouldn’t have said.

“Sorry,” said the pink pony. “Just having a Pinkie moment. You know me. Sometimes I say and do things that even I can’t understand!”

Scootaloo smiled and nodded, not wanting to argue and knowing full well that Pinkie Pie did say things that often confused her.

“Well if you see her, tell her I’m looking for her.”

“Oki doki loki!” said Pinkie.

And with that Scootaloo trotted back to the scooter and went back on her way. She went from door to door with her little scooter and wagon full of cookie boxes and many ponies whose door she knocked on bought at least one box of cookies. With every stop she made she also asked if any pony had seen Rainbow Dash, but no pony could offer an answer.

Eventually she reached the moss-covered home of Fluttershy and knocked on the door. After about a minute or so, the pink-haired, yellow pegasus answered and smiled upon seeing Scootaloo.

“Oh! Hello, Scootaloo. What can I do for you?”

“I’m selling cookies to raise funds for the Crusaders. Only two bits a box. Would you like to buy one?”

“Certainly! You wait right there. I’ll be right back.”

And with that Fluttershy disappeared from view to get some bits. Scootaloo waited impatiently at the open door, looking inside the house on occasion. She noticed a stove with a pot on the fire that had a baby bottle on it. Soon enough Fluttershy returned and handed the filly two bits. Scootaloo smiled and handed Fluttershy a box of spiced apple cookies in exchange.

“Thanks a ton, Fluttershy,” said Scootaloo. “Listen, I know you’re good friends with Rainbow Dash. Do you know where she’s been?”

“Rainbow Dash? No, I’m sorry. I haven’t seen her in awhile,” said Fluttershy obverting her eyes. “But the weather is nice, so I’m sure she must be out working.”

“Yeah … I suppose. By the way, what’s with the baby bottle on the stove?”

“Oh that? I’m foal sitting. Anyway, thank you so much for the cookies. Good luck with your fund raising!”

“Thanks, Fluttershy. See you later!”

And with that, Scootaloo got back on her scooter and went off on her way to sell more cookies. Later on that day she met up back with Apple Bloom and Sweetie Belle at the clubhouse. Between the lot of them, they had raised a lot of funds which made them very excited, but deep down inside Scootaloo was worried. Still, that day had brought a lot of nice weather, so she figured Rainbow Dash must have been working, even if she didn’t see her that day.

* * *

The next day Scootaloo got up bright and early. Once again the sun was shining and the weather was nice, so she decided to go out on her scooter just for the fun of it. No cookie selling for her today. Instead she sped through the dirt and trees, leaping over branches, dodging pedestrian ponies as she zoomed by in the town and generally did everything a holy terror would do. She could see that the weather was clear, so she figured Rainbow Dash had cleared the sky that day. Then she saw a pegasus clearing the sky. Thinking it might has been Rainbow Dash, Scootaloo sped after her until she could see the pegasus more. The pegasus in question was not blue, but rather white with a pink and green mane and tail and a pink flower for a cutie mark.

“Hey you!” Scootaloo called.

The white pony who seemed most surprised flew down from handling the weather and landed in front of Scootaloo.

“Can I help you, little filly?” asked the white pegasus.

“Uh … yeah. Who exactly are you?”

“Oh, I’m Blossomforth. And who might you be?”

“The name’s Scootaloo. Not to be rude or anything, but what exactly are you doing here?”

“Oh,” said Blossomforth, “I’m just clearing the weather so it’s all nice and bright. Is there a problem?”

“No … er, yes … er, I mean … I thought Rainbow Dash usually handles the weather here in Ponyville.”

“Yes, that’s my understanding as well,” said the white pony. “I’m just filling in for her until she gets better.”

“ ‘Gets better?’ What, is she sick?” asked Scootaloo.

“I’m sorry,” said Blossomforth. “I don’t know the details. I was just told that Rainbow Dash was in no condition to do her usual Weather Team duties here in Ponyville and that I should take over for them until further notice.”

“And who told you that she was in no condition to do her duties?” said Scootaloo whose suspicion was all the more peaked.

“I believe it was Fluttershy,” said Blossomforth thoughtfully.

Scootaloo blinked for a moment looking dumbfounded.

“Something wrong?” asked Blossomforth.

“No … nothing. Sorry to have bothered you,” said Scootaloo who sped off on her scooter.

Scootaloo didn’t even give the white pegasus time to say goodbye. She rode straight over towards Fluttershy’s house. She didn’t stop by to see the other crusaders or even tell anyone else where she was going, which in hindsight may have been a bad idea. Suspecting something but never imagining the magnitude of the situation, she rode as fast as the wind could take her.

When she finally got to her destination she was surprised to find that the front door was open but Fluttershy was nowhere to be seen. Scootaloo parked her scooter, set down her helmet and crept inside the house. She looked around for any sign of the yellow pegasus but found none.

“Fluttershy? Are you home?” Scootaloo called out.

She received no answer but heard the sound of giggling and what sounded like plastic objects banging against eachother.

“Well Fluttershy did say she was foal sitting. Maybe she’s with the foal,” thought Scootaloo.

Scootaloo followed the source of the sounds until it led her to a closed door. She knocked on the door but got no response. Opening the door she definitely heard a foal playing and giggling, but did not see the foal just yet. As she came very slowly around the corner she could see the back of an unidentified blue pegasus. Her mane was wrapped in pink bonnet and her tail was obstructed by a bean bag chair.

“Ummm … excuse me, little filly” said Scootaloo. “Have you seen Fluttershy?”

The blue pegasus turned around and giggled looking straight at Scootaloo. Scootaloo’s eyes grew the size of pie plates and she backed away. She almost screamed at what she saw. It was obvious who the little filly was. It was Rainbow Dash, no mistake about it.

“Mommy’s waterwing da posies. Do you wanna play wif me?” asked Rainbow Dash.

“Rainbow Dash? What the …? And you’re … Cut the baby act! It’s seriously freaking me out!”

“Whacha talkin’ bout? I’m justa baby.”

“No you’re not! What’s happened to you?! I used to look up to you!”

Rainbow Dash giggled.

“Looks like someone needs a huggie!” she said as she got up and walked towards Scootaloo, her diapered rear crinkling behind her.

“Stay away from me!” yelled Scootaloo.

She ran out of the nursery and to the front door. Interestingly enough, this time the door was closed and locked. Scootaloo began to look for anything that could unlock the door, but it appeared to only open with a key. As she franticly looked for any way to open the door she heard a voice behind her.

“Um … is there something I can help you with?”

Scootaloo turned around to see a familiar yellow pony.

“Fluttershy!” said Scootaloo in desperation, “What the hay is going on? What happened to Rainbow Dash? She’s gone all freaky and … babyish!”

“Oh yeah … I … guess she has.”

“This makes no sense! How did she get this way?”

“Well … um, I guess you could say I had a hoof in it.”

“What?!” said Scootaloo hardly believing all of this. “You mean to tell me … that this is your doing?!!”

“Yes, I supposed you could say that.”

“But …but why?”

“Well … I wanted a filly of my own, and it seemed the obvious choice to turn my friend into one. We have never been happier. I also have other reasons for doing it that I’m not at liberty to say at the moment.”

“That … is … sick!” said Scootaloo who turned around to find another way out of the door, looking to see if a key was hidden nearby.

“And where might you be going, my little pony?”

“I’m going to find help for Rainbow Dash! And you too!”

Without making a sound, Fluttershy picked up a nearby vase while Scootaloo’s attention was still focused on the door.

“I’m afraid it’s not quite time for you to go just yet,” said Fluttershy.

Scootaloo started to turn her head around, but she didn’t see the vase coming. It hit the back of her head knocking her out and shattering the vase into a hundred fragments. Scootaloo fell to the floor alive but unconscious, the floor littered with many bits of broken clay. Fluttershy approached and examined Scootaloo.

“Oh my!” said Fluttershy. “I didn’t mean to hurt you, Scootaloo.”

She picked up the unconscious filly and carried her down into the basement.

“I’m sorry, Scootaloo. I really am. It’s just that you have an appointment to keep and I intend to see that you make it. I don’t envy the headache you will have when you wake up, but I really hope that by the time we’re through, you will be much more understanding. That being said, I wish you luck.”

* * *

Scootaloo did eventually wake up with a major headache. When she came to, she was in darkness and it smelled like pine all around her. Feeling around she realized that she was inside a wooden box or crate of some kind. There were some holes that let light and air, but otherwise she was trapped. She couldn’t help but wonder what had gone wrong with Fluttershy. She never knew the yellow pony to have ever done anything like this to anyone before … to her knowledge. Gaining her strength, she tried to push at the sides and top to see if she could open to box, but it was sealed. She tried kicking at the top but it did no good, although it did seem to move the box slightly. So she kicked to the side and box moved more.

Scootaloo kept up this kicking and the box did eventually begin to move more and more. What she could not realize was that the box she was in was on a high shelf and that every kick she delivered on the box pushed her wooden prison more and more over the edge. Eventually, the box finally tipped too much over the edge and down tumbled Scootaloo wooden box and all. The wood of the box was not very thick or strong, so it shattered upon impact and the little orange pegasus was freed. It took awhile, but Scootaloo did get up. She let out a long “ow” as she got her bearings straight.

She looked around. She realized that she was in some sort of basement or storage area. The ground was pure stone and large boxes formed a sort of barrier that prevented her from exploring. Lights were few and far between. There was no natural light at all, only a few dim spotlights that dangled from the ceiling. One such light fell upon a lone antique phonograph with a piece of paper attached to it that said “play me”. Desperate for any answers even if they weren’t ones she would like, she cranked up the phonograph and set the needle on the cylinder.

The phonograph made some scratching noises before it finally spoke.

“Hello, Scootaloo. First of all let me apologize for knocking you out like that. Believe me when I say that none of this is without good reason. That being said, I want to play a game. The rules are simple. All you have to do is follow the path and complete the tests ahead of you. You will learn more about me and what I do and in the process I will learn what sort of pony you are. If you succeed, I can guarantee your freedom. Follow the markings and complete your tests in order. By the way, while you were unconscious I took the liberty of diapering you. Do not remove the diaper just yet as you will need it. Let the game begin.”

And with that the phonograph turned to static. In her disorientation she didn’t notice that in fact she was in fact wearing a diaper.

“Screw this,” she said.

And with that she ripped off the diaper that was on her flank and tossed it to one side. Looking around she noticed painted arrows on the floor illuminated by spot lights that indicated where she should go. Turning down a hallway she saw more painted arrows and dim lights and followed accordingly. There was occasional debris, but nothing dangerous. She couldn’t help but feel that this might have been like some sort of haunted house and that a skeleton or ghost might pop out at any moment to scare her. At least the atmosphere was fitting. She walked until she felt something wet going down her leg. Startled she looked between her legs.

“Gah! What the hay? I didn’t even feel it!”

The little filly was urinating and uncontrollably at that. Understandably agitated, she shook herself off when the urine stopped. Walking a bit further down the hallway she saw a little table with a box and a note on it. The note said, “In case you don’t follow the first instruction.” Scootaloo opened the box and looked inside.

“Figures.”

Scootaloo reached into the box and pulled out a fresh diaper. Realizing that Fluttershy wanted her to play by the rules and that she had no way of knowing whether or not she was incontinent, she decided to put it on despite how strange and immature it made her feel. Once she was done she continued on her way and soon encountered a red painted arrow pointing to a door. The door had red painted words on it that said “Feel as I feel” on it. Pushing the door open she stepped inside.

The act of opening the door pulled on a string that activated a mechanism that caused a series of lights to go on in the room. The first light illuminated a nearby wall full of photos. In each photograph was an image of a different pony, each in diapers and in a playful pose. Each photograph had a name and date on it. Looking through the photographs Scootaloo was surprised to see many faces and names she recognized like Pinkie Pie, Big Macintosh, Soarin’ and Twilight Sparkle along with others she didn’t recognize like Derpy Hooves, Cupcake, Flying Sparks and Bon Bon. Next to all the pictures was a list with names and dates along with a number assigned to each one. Then a light illuminated on a phonograph which began to play automatically from the same mechanism that turned on the lights.

“Hello, Scootaloo. What you see before you is a wall of my precious memories. Every photo is a record of one of my cherished times with one of my past babies. Long ago I discovered that I had an interest in infantilism and age play. It brought me so much joy. I wanted to share this joy with as many ponies as possible, so I devised the number system. When a pony’s number comes up, I approach them and explain what it is I want to do with them for one night. Most of think the idea is a bit weird at first, but I eventually convince the vast majority of them to try it. Even then, act of age play can be difficult for first timers. So I took up alchemy and in time devised a special chemical that in small doses temporarily removes inhibitions and induces an infantile state. A foal formula. I call it ‘foalmula’. It is odorless, tasteless and dissolves in most liquids. In my passion I made two rules. The first rule was never to abuse foalmula to force my interest on another. The second rule was never to practice age play with actual foals. But recently I broke both rules, the first with Rainbow Dash, and the second with you. The reasons why will eventually become clear. Now for your first test …”

The rest of the lights went on and the door behind Scootaloo slammed shut and locked. Scootaloo was startled by the slamming door, but her attention was quickly drawn to a mechanical plate on a pedestal near the far wall with a mirror on it. The plate was a connected to lock mechanism on a nearby door. Next to it was a box full of colorful pacifiers. On the wall behind it was a sixty second clock that was also connected to the mechanism.

“I imagine you’re feeling stressed right now. One thing I have found calming in times of stress is the simple act of suckling on a pacifier. So I have provided you with a whole box full of them. The device with the metal plate will unlock the door next to it, but it needs a special kind of key. The key is found in one of the pacifiers in the box and it can only be used when it is suckled on. In order to exit the room, you’ll have to find the right pacifier, bring it to the plate and suckle over it. I also provided you with a mirror so you can see how cute you look as you try each pacifier. Don’t take too much time to admire yourself, though. Take a good look at the canisters in the corners of the ceiling …”

Scootaloo looked up in corners of the ceiling. In each one was a canister with the words “foalmula” painted on it. They were hooked up by wires to the device. Scootaloo gulped when she saw them.

“If you fail to open the door within the allotted time, the doors will remain locked and a special gaseous form of foalmula will be released into the room. I don’t think I need to tell you what will happen to you if you breathe it. You have sixty seconds to exit the room. Live or die … oh, wait … no, I shouldn’t say that. That’s just mean. Um … oh, I know! Live or try! Make your choice!”

Soon afterwards, the cylinder of the phonograph stopped and clock began to count down. Sixty seconds. Realizing that this was serious, she ran to the box, picked up the first pacifier, ran to the plate, popped the pacifier in her mouth, put her snout over the plate and suckled on the pacifier. She couldn’t help but see herself as she did it in the mirror. The sight of it was humiliating but the door did not open. Spitting out the pacifier she looked at the clock. Fifty seconds. She had to work faster. She grabbed two, ran to the plate and tried one after another. No go, she tried another two and another two. Nothing happened.

Forty seconds. She worked as fast as she could, suckling pacifier after pacifier. The action became almost autonomous and despite all the pressure that was on her, the act of suckling the pacifier was soothing to her which aided in her quest to find the oral key. Thirty seconds. Scootaloo was really beginning to panic as every pacifier was a different color and she couldn’t tell if there was supposed to be a correct one she was looking for. She just tried one after another. Twenty seconds. The box was half empty and pacifiers littered the floor, but the door was not opened. Scootaloo began to cry but kept at her task. Ten seconds. Scootaloo pulled out a pacifier that was at the bottom of the box, popped it in her mouth, brought it to the plate and suckled. The door opened. Without spitting out the pacifier she ran out of the door and it closed behind her and locked. Scootaloo sat on the floor, still suckling the pacifier that brought her freedom, resting for awhile.

When she had finally calmed down she took out the pacifier and examined it. It was orange with a purple shield and a butterfly on the front. It was her colors. She looked back at the door she came through. There was a piece of string tied in a circle and taped to the door. She pulled down the string, tied the pacifier handle with a cow hitch in the string and hung the pacifier around her neck. She had already discarded her diaper before and it met with disaster. Considering the unpredictable nature of the game, she didn’t want take any chances even if she couldn’t foresee needing the pacifier. Getting her bearings straight, she looked around her. She was in a hallway with another set of arrows and at once set to follow them, not knowing where they would lead.

* * *

As Scootaloo walked further down the hallway, she noticed a bunch of photos that were hung from strings that were attached from wall to wall like clotheslines. Looking at some of the photos she saw ones of Fluttershy and other ponies together and dressed up in foal outfits. The participants in photo looked so happy, but they still made the little filly feel really weird. As she walked down the path she wondered if she was still in Fluttershy’s house. Granted she had never been in the yellow pegasus’ basement before, so it was impossible to tell, but it still seemed really strange for someone like Fluttershy to have all this in her house.

Eventually she came upon yet another door that had “Do as I do” painted in red letters on the door. Considering the words of the previous door, she was not looking forward to whatever was on the other side of the door. Still Scootaloo got her courage up, opened the door and stepped inside. It wasn’t dark inside but Scootaloo had a hard time figuring out what the room was. As before, the door closed behind her and she saw what appeared to be a changing table, a wardrobe, a diaper pail and a crib. Coming from the crib were a series of wires connected to a monitor of some kind that was letting out a constant beep and had a bright red light.

Horror filled Scootaloo’s heart when she realized that the crib had an occupant, a sleeping occupant who was waking up. The pony in the crib let out a yawn and stretched. Coming closer Scootaloo could make out the features of the pony. She was a unicorn with a white coat and a purple mane. She as dressed in a rather infantile yet frilly pink dress that completely trimmed with white lace. Then Scootaloo gasped when she realized who the unicorn was. Rarity opened her eyes but she didn’t look happy. She looked rather cranky. She turned to Scootaloo, looking at her in a way that Scootaloo had never seen.

“Mommy? Is that you? I need a grownup!” said Rarity.

Rarity began to cry and the monitor began to beep faster and faster.

“Rarity? Not you too! And what the hay is that machine?”

Suddenly a phonograph in the corner of the room turned on and once again Scootaloo heard Fluttershy’s voice emanating from it.

“Hello, Scootaloo. If you’re hearing this recording it means you passed the first test. Congratulations! Now for your second test. The pony in the crib is a very good friend of mine. You might know her normally as ‘Rarity’ but here she is known as ‘Princess Prettypants.’ Isn’t her dress cute? Custom made adult foal wear by her. She and I often have had a lot of fun together and she has agreed to help me in this test. She has been given a small amount of foalmula which has temporarily reduced her to an infantile state of mind. Even as a foal, she never liked getting dirty and it just so happens that she has messed her diaper which is making her very cranky. You can see it in the monitor she is hooked up to which measures her heart rate and stress levels. This monitor also controls the door lock mechanism. Simply stated, to open the door, you will need to bring her stress levels back to normal and do that you will need to change her diaper. Don’t even think about disconnecting the monitor from her either as a flatline will cause you to fail the test. Everything you need is there at the changing table. Live or try. Make your choice.”

The phonograph stopped but Rarity looked far from stopping. She was crying and clearly agitated. All this was very weird for Scootaloo and the thought of changing an adult pony’s diaper was not pleasing to her. But she knew that somehow she had to past this test. Realizing that the door would only open with lowered heart rate and stress, she wondered if she could possibly calm Rarity down without having to change her diaper.

“Uh, Rarity? I … really don’t want to do this. Can we discuss this like … er … grown ponies?”

“Mommy? My diaper’s all icky! Could you pwease tange me?”

Scootaloo put her hoof to her face. This was not going to be easy.

“Okay listen, Rarity …” said Scootaloo.

“Pwincess,” said Rarity.

“Come again?”

“Pwincess. I’m Pwincess Pwettypants.”

“Okay fine. Fine. Princess Prettypants. Can you get out of the crib and up on the changing table so I can change you and get this test over with?”

Rarity huffed and shook her head from side to side.

“Dun wanna,” Rarity pouted.

“You don’t want me to change your diaper?”

“No. Wan mommy to tange me. Dun wanna weave my cwib.”

Scootaloo sighed. Realizing that she didn’t have the strength to pick the pony up and put her on the changing table, she decided to do things Rarity’s way. From the looks of the monitor, she was not calming down anytime soon. Scootaloo approached the crib, looked around and noticed that the crib was of the drop-side variety. Realizing this she pulled the side down, resting it on the floor. Now she had complete access to Rarity and saw the detail of her adult foal dress as well as the collection of stuffed animals with her. Rarity looked at Scootaloo smiled at her but was still quite fussy.

“Okay. Sit tight for a moment,” said Scootaloo.

Scootaloo ran over to the changing table and grabbed as many supplies as she could, bringing them over to vicinity of the crib. She brought baby wipes, talcum powder, a new diaper and she moved the pail closer. Then Scootaloo climbed into the crib. Rarity was still as fussy as ever.

“Rar … I mean … Princess Prettypants, I’m going to need you to lay still for me while I change you. Can you do that?”

Rarity stopped fussing for a moment and looked to Scootaloo.

“I can twy,” said the big baby unicorn.

Scootaloo nodded and lifted up the unicorn’s dress. One look at her diaper and it was obvious that she needed a change both from sight and smell. Scootaloo really did not want to do this, but she had little choice.

“Okay, here we go,” said the little orange filly.

Scootaloo opened the diaper.

“Ewww … how do real mommies deal with this?”

It took awhile, but Scootaloo took a deep breath, removed the diaper, wrapped it in a ball, and tossed it into the diaper pail. Then she took a baby wipe and cleaned the adult foal unicorn as much as she could. Rarity appeared to be enjoying this highly. Once Scootaloo was done, she applied some powder and took out the new diaper. Unfolding it, she placed it under Rarity’s croup. This was no easy task considering that Rarity weighed much more than she was used to lifting. Still, she managed to get the new diaper on Rarity and secured the tapes in place.

“There! All better!” said Scootaloo.

Scootaloo put Rarity’s dress back down, put the baby wipes and talcum powder away and slid the door of the crib back up. The monitor was still beeping rapidly, but not as much as before. Scootaloo let out a sigh.

“I changed your diaper!” said Scootaloo. “What more do you want from me?”

“Sing for me, mommy?” asked Princess Prettypants.

“Ugh! Okay, fine. Uh … what was it that Fluttershy sang?

Scootaloo thought for a moment, cleared her throat and began to sing albeit not nearly as well as Fluttershy or Sweetie Belle did.

“Hush now, quiet now,

It's time to lay your sleepy head,

Hush now, quiet now,

It's time to go to bed…”

“Uh … that’s all I remember,” said Scootaloo

It seemed to be working, however. Soon enough Rarity was beginning to get herself comfortable and seemed to be drifting off into a nap. The monitor began to slow it’s beeping until eventually the light on the monitor turned from red to green. The door mechanism unlocked. Sighing in relief, Scootaloo walked toward the door, stopping only to look at the resting Rarity.

“Have to admit she’s kinda cute like this,” she thought.

Scootaloo opened the door and stepped outside. She still was wearing the diaper and pacifier and wondered in the back of her mind if she should have given them to Rarity. Putting it out of her mind, she continued on, wondering what her next test would be.

* * *

Scootaloo walked down the path and down another hallway. This time it was not nearly as long as the others and it didn’t take long before she reached her next destination. Same as before, there was a door with red letters on it. This time they read “See as I see.” She pushed open the door and stepped inside and once again the door closed and locked behind her. This room was really simple. The room was effectively halved by a glass wall. There was a door to the right on each side of the glass wall, which she guessed was a possible exit for each side. In front of her was a large console with a large lever and a stool in front of it. This console dominated the view of the room, so she didn’t see around it at first.

Walking around to take a good look at the room she realized that the room beyond that glass wall was some sort of cell and there was a prisoner inside! Resting on a single twin size mattress was a certain diapered pegasus with a blue coat and a rainbow colored mane and tail. She appeared to be resting but when she saw Scootaloo enter, she got up and looked at her as if she was the last person she expected to see.

“Pipsqueak? Is that you?” said Rainbow Dash.

“Yes, it’s me!” said Scootaloo pressing her hooves against the glass. “Are you okay, Rainbow Dash? Are you … all there?”

“Yeah … I think so,” said Rainbow Dash walking to the glass. “Last thing I remember was … going to Fluttershy’s house. Kind of a blur after that. Then I woke up in this place. Now could you hurry up and get me out of here?”

“Sure! Hold on!” said Scootaloo and she looked around.

Scootaloo turned her attention to the lever on the console, but had no clue what it did. Looking around some more she found yet another phonograph, once again with a sign that said “play me”. Deciding it was better to know the rules, Scootaloo turned the crank of the phonograph and set it to play.

“Hello, Scootaloo and welcome to your third test. In previous tests I had you feel as I feel and do as I do. Now you shall see as I see. There’s a funny thing about foalmula. Its effects eventually wear off if it is not administered periodically. I’ve been trying to develop one that has a more permanent effect. The pony on the other side of the glass has recently recovered from the effects of foalmula. You know her very well. You’ve looked up to her as long as you can remember. You think of her as a big sister, a hero, a role model, and at times a loved one. I invite you to see her as I see her, a simple, ordinary pony capable of faults like everypony else. You place her on the pedestal, but do you honestly believe she thinks of you nearly as much as you think of her? Back during the meteor shower you were quick to take out her garbage. Would she ever be so quick to return the favor? Look to the walls behind you.”

Scootaloo looked at the wall behind her. Attached to the wall was a series of pages that looked like they were taken from a journal of some kind. Upon closer inspection it was clear that they were part a particular pony’s journal. Rainbow Dash’s Journal. Scootaloo began to skim over the pages. Many referred to Scootaloo by name with nothing positive to report. Others made reference to “the pipsqueak”, “that annoying thing” or “that filly who follows me around a lot”. A couple flat out expressed the wish that Scootaloo would just leave her alone. One or two questioned where her family was and why they weren’t giving her attention. And yet others just flat out insulted Scootaloo.

“Look well, Scootaloo. These journals serve as an insight as to what Rainbow Dash thinks of you, but you yourself know the most telling evidence of all.”

When Rainbow Dash heard this, she began to shake her head.

“Think back to the events of a week ago.”

Scootaloo had put it out of her mind, but the memory came flooding back. She was standing the middle of field. It was sometime in the afternoon and it was raining. Over that past day, Scootaloo had been doing everything in her power to assist Rainbow Dash who had agreed to take her under her wing that day. It started out smoothly, but over the course of the day, things got worse. Scootaloo’s performance in the tasks assigned to her worsened over the length of the day. And the more Scooraloo tried, the worse she performed and Rainbow Dash became more and more annoyed. By the day’s end, Scootaloo had been involved in an unfortunate accident in the middle of one of Rainbow Dash’s assignments that had resulted in the loss of some of her feathers. Rainbow Dash was clutching her wing close to her and wincing in pain.

“Gah! My wing! I could have lost my ability to fly for weeks because of your recklessness, pipsqueak!”

“I’m sorry, Rainbow Dash! I really am! I just did what you told me to! Please let me try again! I’ll do better next time!”

“There won’t be a next time! Go home! We’re done here!”

“But please! I want to be a good assistant!”

“I don’t need a goddamn assistant!”

And without thinking, Rainbow Dash delivered a mighty slap to Scootaloo’s head that was so powerful that it knocked her clear into the dirt, which had turned to mud in the rain. Scootaloo eventually got up after some time, a mark on her face where Rainbow Dash had hit her. She looked up at Rainbow Dash who stared back at her in horror.

“Scootaloo … I …” said Rainbow Dash.

But Scootaloo didn’t give Rainbow Dash time to finish. She ran as far away as possible, tears running down the sides of her face. That is where the memory ended. When Scootaloo opened her eyes she was back in the room with the glass wall separating her and Rainbow Dash. She had tears in her eyes and she looked straight at Rainbow Dash.

“I’m … so sorry!” said Rainbow Dash.

Scootaloo only held her hoof in front of her.

“Now you have a choice to make. In front of you is a console with a lever that will determine the fate of you both. Using it will free one pony while exposing the other to a potent gaseous form of foalmula. If you pull the lever towards you, you can free the pegasus that you put on a pedestal so much, forever freeing her of her captivity. But in doing so, you will surrender yourself to the foalmula and become my baby. Or you can push the lever towards her, save yourself and in the process regress the pegasus that has treated you so poorly all this time to the point of infancy. You can get back at her and make sure she doesn’t hurt you anymore. And maybe you can be to her what she failed to be to you. So what will it be, Scootaloo? Put her needs before your own like you have done time and time again or take destiny into your own hooves and be the older and wiser pony for once? Live or try. Make your choice.”

Scootaloo stared at the console and approached it. She stepped up onto the stool and put her hoof on the lever. She looked straight into Rainbow Dash’s eyes. They were full of fear and panic.

“Scootaloo … can you ever forgive me?” said Rainbow Dash.

Scootaloo took a deep breath and let it out, looking intently at the older pony.

“I just wanted you to love me,” said Scootaloo choking up.

“But, pip … er, Scoot … I do love …”

“No you don’t! You’ve always been so cool and fearless, everything I’ve ever wanted to be, but you never once … told me you cared about me!”

Rainbow Dash was at a loss for words.

“But I forgive you …” said Scootaloo.

Rainbow Dash let out a sigh of relief.

“… which is why I’m going to give you a second chance … at being a foal.”

Scootaloo pushed the lever all the way forward. Rainbow Dash’s eyes grew to the size of pie plates as terror gripped her heart. She began to bang on the glass wall, hoping to break it, not realizing it was acrylic glass and therefore could not be broken by her. And the faster she banged on the glass, the faster she breathed in the foalmula gas. She began to cough at first and then felt weak at the knees. She fell back on her padded rear and began to cry. She cried like an infant pony, flailing her hooves in the air. The door to Scootaloo’s side opened and stepped out, leaving the wailing blue pegasus behind her.

* * *

Scootaloo had expected the test with Rainbow Dash to be the last, which is why she was surprised that it appeared as though she was not quite done yet. There was no hallway this time. Instead the door she came out of led into another room and once again, the door closed behind her. She looked around and saw a door on the other side of the room that was glowing purple. In the center of the room was a simple table with two objects: a glass of water and a baby bottle full of milk. Scootaloo looked around for a phonograph of some kind and sure enough there was one, once again labeled with a familiar note that read “play me”. Scootaloo approached it, turned the crank and set the machine to play once more.

“You’re almost done, Scootaloo. You’ve made it past three tests. By now you’ve learned all about what I do and hopefully gained an understanding of my passions and methods. And by the looks of your previous test, you’re ready to take destiny into your own hooves. The question is: what destiny will it be? I present to you your final test. This one is very simple. Look at the table and you will see two drinks. One is a glass of ordinary drinking water and the other is a baby bottle filled with ordinary cow milk. The door has been magically enchanted by one of my unicorn foals to only open if a certain condition is met. The condition is that you drink one of these liquids. Once that happens the door will open and the game will be over. You may be guessing that one of them has foalmula added to it. That would be a logical guess. The question is: if one of them does contain foalmula, which one is it? You can’t tell beforehand because foalmula is colorless, tasteless and dissolves in liquids. While this may seem like a guessing game, it is not. All you have to do is think about what you’ve learned today and whether or not you’re ready to accept it. Now it is time for you to drink the milk. it has no foalmula in it. if so, YOU WIN!!''

A few weeks later...

It had been weeks since the events of Fluttershy’s ‘game’ took place; ever since the young crusader found herself spending more time with the veterinarian pony.

“I-is she asleep?” Scootaloo asked, confused over her former idol’s state of consciousness.

Fluttershy turned to the filly smiling, “Yes Scootaloo, be quiet now. You wouldn’t want to wake the baby now would you”?

Scootaloo cringed at that word, “The… ‘baby’”.

It had been a long time since Scootaloo had seen her hero in her glory. Soaring up thousands of feet into the sky, untouchable and free; and yet there she laid, diapered and clueless.

The sight of such a formally proud pony turned foal made Scootaloo uncomfortable every time she thought about it. When she changed Rarity, it made her want close her eyes. But like her friend’s mental condition, it lurked over her subconscious like a dead body on a murderer’s mind.

What was worse was Scootaloo knew that she had caused the pain, struck the blow; SHE made the decision to strip her hero of her pride and control her fate… and it was permanent. Scootaloo wanted to throw up.

The older Pegasus looked down at the sickly looking child. “Is something on your mind Scootaloo?”

Scootaloo looked up at Flutters, the dark night air made everything hard to see. Nothing helped her vision but the dim luminance of a night light.

Scootaloo shook her head, “N-no it’s just… is it alright that this feels weird to me Fluttershy?” Scootaloo wrapped her hooves around Rainbow Dash’s crib cage.

Fluttershy redirected her attention to the nearby changing table. She picked up one of the diapers she uses for Rainbow Dash and set it on top of the changing table’s padded surface, “What do you mean Scootaloo?” Fluttershy turned around and looked down, confused about the young filly’s question.

Scootaloo frowned, “Ever since my incident with Rainbow Dash, I’ve been thinking a lot about-”

Before Scootaloo could finish her sentence a loud *BANG!* of lighting disrupted the night air. In the background the gentle whimpers of Rainbow Dash were heard.

Fluttershy looked over at the cyan Pegasus before she guided her attention back towards Scootaloo, “Scootaloo hon?”

“Yeah?” Scootaloo said, looking upwards at Fluttershy. Scootaloo was holding onto Fluttershy’s legs, she didn’t even notice. A small blush seized the child’s face.

Fluttershy smiled, holding the smaller Pegasus closer, “How about you spend the night with me? Your mom won’t mind will she?”

Scootaloo’s voice went meek as she tried to sound genuine, “Oh yeah… I’m sure she wouldn’t mind.” Scootaloo bit her lower lip. In all actuality the filly’s parents had abandoned her many months ago. A warm sensation overcame Scootaloo’s body as the reassurance of a comfortable bed flooded her mind.

Fluttershy set her hoof on the filly’s back as she guided Scootaloo towards the direction of the door. Confident in her abilities to take care of Scootaloo, Fluttershy happily sang, “Oh this will be fun! I’ll make hot coco, and I can read you a story, or we could watch T.V, or you know… whatever you want!”

Scootaloo smiled at Fluttershy’s optimism as the two made their way out of the nursery and towards the living room, “Geez Fluttershy, haven’t you gotten a chance to do that sorta thing with Rainbow Dash?”

Fluttershy shook her head as she let go of the filly and headed towards the kitchen. Frowning, the mare grabbed milk from the fridge and set it on the counter. “No sadly… Rainbow is too young to do much anything. I enjoy taking care of her, she’s just getting more stressful to handle if you could tell…”

Scootaloo nodded. She sat on her rump admiring Fluttershy’s precise composure in mixing the coco powder with the milk.

Fluttershy looked down at the filly and knelt beside her. With a warm smile on her face, Fluttershy giggled, “Hehe, you can go get comfy on the couch Silly! I promise I’ll be out soon, alright?”

Scootaloo smiled at Fluttershy’s words, she hadn’t been spoken to like that in such a long time. It was weird, but it felt nice, almost comforting. Scootaloo trotted out of the kitchen and made her way to Fluttershy’s couch.

She did a small hop onto its soft fabric before curling into a little ball. It was comfortable and clean. A smile cast itself across Scootaloo’s face as she dug her chin into one of the couch cushions.

Before she knew it, Fluttershy came out carrying a serving tray with hot chocolate under her wing. Scootaloo got out of her cute little ball and sat up straight on her rump.

Fluttershy hopped on the couch next to Scootaloo. She took a sip of her own coco to make sure it wasn’t too hot for Scootaloo; it was fine.

Scootaloo looked down at her drink; little white pellets were melting into the hot, chocolate liquid. Confused, Scootaloo turned her head towards the older Pegasus, “Fluttershy, what’d you put in this?”

Confused, Fluttershy asked a bit worried, “What do you mean Scootaloo, I just put some marshmallows in it. I can make you another cup if you’d like?”

Scootaloo looked at the drink before smiling at Fluttershy warmly, “I’m sorry Fluttershy, I just never really have coco with marshmallows… or even hot coco.” Scootaloo’s cheeks flared red almost as if she was embarrassed.

Fluttershy wrapped a wing around the small Pegasus, drawing her close by her side, “It’s alright Scootaloo, I know you’ve never really been the stay at home type. It’s no wonder your Mommy never a chance to make you something like coco.”

Scootaloo nodded taking another sip of her drink, “hehe, yeah…”

The two stayed silent, drinking the hot chocolate while avoiding eye contact with one another.

Scootaloo looked around the room, trying to come up with something to say, and at a loss for words. She just sighed, leaning up against the taller Pegasus.

Another loud *Bang!* of lightning came crackling above the house, startling Scootaloo and making her delve her head against Fluttershy’s chest.

Scootaloo set down the coco on the nearby living room table. She sat up straight and looked upwards at Fluttershy, “Oh, I’m sorry Fluttershy. I just kinda lost my cool there I guess?”

Fluttershy rubbed her wing up and down Scootaloo’s side attempting to comfort her. She knew Scootaloo was never one for coddling, but Fluttershy could tell something was stressing the poor filly out.

Fluttershy looked at the kitchen table pondering the right words. When they came to her Fluttershy turned her head back towards the filly, “It’s alright Scootaloo, I used to be really afraid of storms too.”

Scootaloo turned her head to the side, “Y-you were? When did you get over them?”

Fluttershy smiled, “Heh, I haven’t really.”

Scootaloo kept the same puzzled look upon her face, “So how are you so calm right now?”

Fluttershy blushed, hugging Scootaloo closer. “Because silly, I have the cutest most toughest filly to protect me.”

Scootaloo blushed back giggling, “Awh Fluttershy, I’m not that tough. I mean look at me… I can’t even fly…”

Fluttershy half smiled, “Don’t worry hon… I was a late flyer too… you’ll do it one day, I promise.”

A deep frown cast across Scootaloo’s face as it welled up with heat. Like earlier, she leaned onto Fluttershy, nuzzling her face against the soft yellow fur. “Fluttershy… c-can I t-tell you something?”

Fluttershy sensed the child was distressed. Something in her mind clicked, as an instinct she leaned in and smoothed the filly on her short purple mane.

Fluttershy always had a bad feeling about the people in Scootaloo’s life. Scootaloo had shown signs of being a misguided and hardened filly. She wasn’t a hundred percent sure if Scootaloo was in need of someone to talk to, but now seemed like a good time to find out.

Smiling as motherly as she could, Fluttershy cooed into the child’s ear, “Awh Scootaloo, is something wrong sweetie? You can tell me, I promise I won’t tell anypony else.”

Scootaloo bit down on her bottom lip, the sad reality of her life was finally able to come out to another living pony. Scootaloo sobbed, “I-I’ll ne-ver fly, my wi-ngs are br-o-ken… the doc-tor said th-ey wou-ld-n-t ev-er fl-y pr-op-er-ly…”

Fluttershy closed her eyes. She knew Scootaloo for many years and she’d always speculated on the filly’s poor ability to fly. It was obvious now that her wings simply would never work.

Fluttershy, using her hoof, drew the crying Pegasus's head closer to her chest. In her most sincere of voices, Fluttershy cooed at the filly, “Awh Scootaloo, it’s alright baby. You’ll find your strength elsewhere… your parents know about this, right?”

A light in the back of Scootaloo’s mind fought the darkness that suppressed the cold reality that she was also orphaned. The light won out, Scootaloo yelled into Fluttershy’s chest, “My Mommy is dead!”

A sour note hit Fluttershy’s heart as she desperately tried to calm down the child. Doing as she did earlier, she leaned in close to the child and cooed, “It’s alright baby, I’ll be there for you… I promise. Please calm down… it’s alright Scootaloo, I’m here for you…”

Scootaloo hugged onto Fluttershy’s chest sunk her head as hard as she could into Fluttershy’s coat as if to cushion the blow.

Fluttershy spread out both her wings and covered the filly in a warm darkness.

Tears ran down Scootaloo’s face. Something about this moment was too surreal for her to handle.

Scootaloo prior had spent weeks trying to muster up the courage to tell somepony about her problems, but no one would listen. Usually she had Rainbow, but in her present state the cyan Pegasus was in no place to speak.

Fluttershy closed her eyes, thinking of the small child’s comfort before her own. Her chest was getting wet and her wings were sore, but she knew what she needed to do in this moment… so she waited.

Scootaloo fought to gather her rational thinking as the sudden realization of what Fluttershy had said hit her, maybe Fluttershy would let her crash for a while? Maybe… it was worth asking, just not at the moment.

The room stayed silent, aside from the pattering of the rain and the occasional thunder boom. Scootaloo’s sobs lessened as she found strength in Fluttershy’s warmth.

Scootaloo looked up at the yellow Pegasus as her frown turned into a smile. Meekly spoken, Scootaloo asked, “C-can I talk about it… about my mom’s death… I-I just- I just have to please!” Scootaloo pushed her head against Fluttershy’s chest even harder.

Fluttershy weakly smiled as she pet the young Pegasus's mane with her hoof, “Alright Scootaloo, how about we go somewhere a little bit more comfortable first, alright?”

Scootaloo turned her head to the side, “H-huh?”

Fluttershy hopped down from the couch and gestured at her own back with her head, “Hop on Scoots. I’m going to make you a nice and cozy bed and we’ll cuddle all you need.”

Scootaloo blushed, hugging onto Fluttershy’s back, “I-is it w-weird th-at I-I want t-to cuddle r-right now?”

Fluttershy smiled, warmly stepping up the cottage stairs, “It’s perfectly fine Scootaloo, you’re just a little filly and you need affection. I promise anything that happens with us tonight stays with us forever, alright?”

Scootaloo smiled, “A-alright Flutters… thanks. I know I’m being un-cool but I-I do appreciate it…”

Fluttershy smiled opening up her bedroom door, “Don’t you worry about it Scootaloo…”

Fluttershy closed the door to the bedroom, locking every secret told within it safe and secured. Inside the room itself was a cozy cabin-like feeling; wood flooring, pastel colored walls, and comfortable décor was all that made up the room.

Fluttershy walked beside her bed, hopping onto it lightly before setting Scootaloo down. Fluttershy trotted across the bed’s heavy pink blankets and to the pillows on the edge of her bed.

Scootaloo followed fast behind the sun colored Pegasus, taking a seat next to her on the bed.

Fluttershy smiled warmly and hung her wing over the young filly’s shoulder, “Awh, Scootaloo.”

Scootaloo’s body felt hot; her moves were unsteady and inaccurate, her body was completely frazzled. The young Pegasus looked up at Fluttershy, “W-what?”

Fluttershy nodded at the young filly, “lay down alright Honey, you’re shaking…”

Scootaloo did as told, she sat on her flank before turning completely over on her back, she noticed as Fluttershy did the same behind her.

Fluttershy reached forward, pulling the heavy blanket over herself and the shaking child. She then turned to her right nuzzling the child’s mane with her nose, “Are you all comfy and warm Scootaloo?”

Scootaloo tried to say something, but she was too busy begging herself for an explanation on her parent’s disappearance; so she just nodded instead.

It’d been months since the child had seen her Mom or Dad. The two of them never really got along… for that matter they never really were together.

Countless nights the young filly recalled being scolded by a stressed mother, only to be reminded that she wasn’t doing whatever she was doing correctly; whether that be cleaning the kitchen, cooking, or even schoolwork.

Countless times she’d been reminded that if she didn’t do everything right the first time, she’d end up a broken failure. It didn’t help that her wings failed to work 100% of the time.

Every time she looked at her run down house’s degrading walls, mediocre décor, and lack of food she was reminded that her mother’s words were true; that everything needed to go perfectly or she’d never be the adult she needed to grow up to be.

The worst part of it all was her father’s death, the single climactic point in her life where everything fell apart. She wanted to recollect something, but suddenly her mind went blank and whatever train of reason she’d gathered crashed.

A stinging hot sensation overtook Scootaloo’s body as waves of cold combated her pulsating mind. Scootaloo’s shaking got worst as she curled tighter into a little ball…

Then suddenly she found a hoof wrap around her frail body and from behind she heard the faint whisper, “Awh, it’s alright Scootaloo. I’m sorry if you’re nervous, we can discuss something else if it’d make you feel better.”

A weak smile cast itself across Scootaloo’s face as she felt Fluttershy’s warmth calm her nerves. Still conflicted over her thoughts, Scootaloo simply suppressed them and spoke, “thanks!” as she unraveled her hooves from their tight, scrunched up position.

Fluttershy found herself leaning closer to the child and wrapping her own hooves around the filly’s small orange tummy, “Y-you’re feeling better?”

Scootaloo’s mind raced as the last words “Flightless” and “Abandoned” were pushed back into the recesses of her mind. She smiled and backed into Fluttershy’s embrace, “Yeah Fluttershy…”

Fluttershy smiled, warmly petting the filly’s short purple hair with one of her hooves, “Alright… so tell me Scootaloo, how does my house feel to you?”

Scootaloo raised an eyebrow, “What?” she asked, caught off-guard by the question.

Fluttershy rolled her eyes, “What do you think of it. You know? Me talking care of Rainbow Dash, the cottage, the nursery, what do you think of this life?”

Scootaloo frowned closing her eyes, “T-to be h-honest… I-I hate it.”

Fluttershy’s grin faded as she nodded her head, “I do too…”

Scootaloo’s eyes shot wide open, “What? But why? You said you wanted a little filly or colt, you babyfied all of Ponyville for Celestia’s sake, you even regressed my sis-I mean, Rainbow Dash!”

Fluttershy sighed, “I-it’s all I ever wanted Scootaloo… but it’s not.”

Scootaloo swallowed, “W-waddya mean?”

Fluttershy closed her eyes, “Oh Scootaloo it’s awful! My whole life I wanted nothing but to have my own little foal to call my own; to call me mommy, to help with his/her school work, to raise and nurture every step of the way… but instead I just killed my best friend…”

Scootaloo got a little bit more tense, “B-But don’t you like havin’ a filly to take care of?”

Fluttershy smirked, “Rainbow is no filly, she’s a full grown mare that messes herself, and who needs me to feed her, and who hates being in my arms…”

Scootaloo nodded, “I-I see…”

Fluttershy hugged the child closer, pressing her lips to the back of Scootaloo’s head, “I-I wanna have a little filly Scootaloo, and I’m not sure how much longer I can keep taking care of Dashie before I do something stupid…”

Scootaloo bit her lower lip as she felt Fluttershy nibble on her ear, “A-and what do you mean by something stupid?”

Fluttershy smiled, “Oh, Scootaloo. So innocent, you don’t even know how adorable you are…”

Scootaloo’s body tensed up as suppressed memories came back to her mind. She hopped up from her position on the bed and dashed to the doorway, “G-get away from me, y-you crazy p-pony, help!” Scootaloo shouted, pawing at the entrance to open.

Fluttershy blushed, chuckling slightly. She stepped lightly towards Scootaloo, as she reached her hoof outwards, grabbing the child from beneath her arms.

Scootaloo broke down crying as she felt herself being cradled near Fluttershy’s chest.

Fluttershy on the other hoof hummed lightly, “It’s alright Scootaloo, I’m here to protect you…”

Scootaloo’s sobs lessened as she heard Fluttershy’s words, “W-what?” the young Pegasus asked confused at Fluttershy’s seemingly caring tone of voice.

Fluttershy smiled, “Sorry if I scared you… It’s been a while since I’ve tried comforting somepony…” Fluttershy’s grin faded into an embarrassed frown, “I-I’m sorry if I s-scared you… I’m sorry b-I mean Scootaloo…”

Scootaloo frowned, “I-I’m sorry Fluttershy!” Scootaloo leaned in nuzzling her head against Fluttershy’s chest, “I-I just panicked, my parents, t-they I just-“ tears filled up in Scootaloo’s eyes as she started to stutter, “I-I’m sor-ry!”

Fluttershy held the child closer as she regained her motherly composer, “I-it’s alright Scootaloo, I-I’m sorry I don’t know what I was thinking… could we try cuddling again?”

Scootaloo arched her head back from Fluttershy’s chest before nodding it up and down frantically.

Fluttershy carried the child back to her bed and carefully got her situated in a similar position, except this time Fluttershy and Scootaloo were facing each other.

After about 5 minutes of being in a tight embrace with Fluttershy, Scootaloo weakly spoke, “F-Fluttershy, why do you baby ponies?”

Fluttershy shrugged her shoulders with a small grin on her face, “I don’t know… I think I just wanna give somepony a second chance to feel young and carefree. My parents used to cottle me a lot as a filly and it’s made my life so much better…”

Scootaloo raised an eyebrow, “Did it?”

Fluttershy cringed as she quickly changed the subject, “Why do you ask Scootaloo?”

Scootaloo blushed, “I-I wanna- I- Is it alright that I’m jealous of Rainbow? To be carefree and babied, and loved…”

Fluttershy smiled warmly, “Awh, of course it is Scootaloo. A filly your age shouldn’t be abused like you were; she needs a warm and caring home. Above all things she needs a caring Mommy who can take care of all of her needs.”

Scootaloo blushed hugging onto Fluttershy a little tighter, “D-does that mean I can…”

Fluttershy leaned in, kissing the filly on the forehead, “We can begin tomorrow, alright?”

Scootaloo smiled weakly, “A-alright… you’re not going to turn me into a mindless baby are you?”

Fluttershy smiled running her hoof down the filly’s back, “Something like that Scootaloo, don’t worry about it. I told myself I’d never even touch foalmula again, not after Rainbow Dash.”

Scootaloo closed her eyes, “W-will Rainbow always be a baby?”

Fluttershy smiled, “N-Not if I can help it, I-I promised myself I’d find a way to cure her, alright?”

Scootaloo smiled, the warm thoughts of her being able to talk to her idol brightened her smile. Maybe she wouldn’t have to grieve any longer; maybe everything would be alright… maybe just for tonight…

Scootaloo nuzzled her face against Fluttershy’s chest, closing her eyes, “So Fluttershy, c-can we do this again tomorrow night? Y-you know? C-cuddle together?”

Fluttershy smirked, “That depends, do you have somewhere to stay?”

Scootaloo whimpered, “N-no…”

Fluttershy smiled nodding, “A-alright Scootaloo, we can do it.”

Scootaloo stared hopefully at Fluttershy, “Promise?”

Fluttershy leaned in kissing the filly softly on the forehead, “You’ve been a wonderful assistant and an even better friend ever since that game I had you play. Of course you can stay with me Scootaloo, now get some rest alright? I think tomorrow will be a big day…”

Scootaloo yawned, “Fluttershy?”

Fluttershy used one arm to push the back of Scootaloo’s head closer to her chest, “Yeah Scootaloo?”

Scootaloo blushed, “C-can I call you Mom?”

Fluttershy smiled closing her eyes, “Only if I can call you baby… alright?

“Alright… goodnight Mommy!”

“Goodnight Baby…”

The next day....

“Good morning Sunshine!”

Scootaloo yawned opening her eyes attempting to catch a glimpse of her surroundings. She closed her mouth only to realize a piece of plastic kept her lips parted. In her confusion Scootaloo retracted what appeared to be an orange pacifier and looked at Fluttershy her laid utop of the blankets next to her, “Fluttershy *Yawn* what’s with the binky?”

Fluttershy shrugged, “I-I dunno, you were sleeping peacefully sound until around 3 in the morning when you started to whimper. I walked down to the nursery and grabbed a pacifier for you. I hope it’s not embarrassing now is it?”

Scootaloo smile before she took in Fluttershy’s words. A bit caught off guard she blurted, “Wait you said I was whimpering? I-I didn’t umm…” A blush grew on Scootaloo’s face as she pulled the covers higher up on her chest.

Fluttershy giggled, “Hehe, no Scootaloo. Nothing happened.”

Scootaloo smiled wiping off her brow, “S-sorry… sometimes I just- never mind.”

Fluttershy smiled sitting up on her rump, “W-w’ell talk about it later Scoots. For now let’s just get you and Rainbow some nice warm breakfast before we start the day alright?”

Scootaloo too sat up stretching a bit before making her way off the bed. She followed the older pegasus downstairs into the kitchen.

Fluttershy didn’t take but a few minutes before completely immersing herself in the cooking. Confident in Scootaloo’s previous caretaking abilities Fluttershy asked for Scootaloo to tend to Rainbow Dash while she took care of breakfast.

Scootaloo paced slowly to the nursery not looking forward to the sight she knew she’d have to bear. She hated seeing Rainbow disabled, to see her powerless. She hated that she caused it…

Scootaloo entered the nursery trotting lightly over to the blue pegasus trapped within the cribs wooden bars. Scootaloo put on a false smile and nudged the pegasus through the bars, “Hey Rainbow, wake up sleepy head!”

Rainbow awoke in a daze of mix emotions as expected. She kicked her covers up sprawling her hoofs wildly in the air unaware of anything. All that existed seemed to happen in that moment and nothing more.

Scootaloo cringed watching Rainbow struggle getting out of her sheets. She wanted to help her but a part of her locked up. This was her fault, it was all her fault, she was destined to either become a baby or face this and it was getting harder to face up to her actions.

Scootaloo hestantintly lifted the nursery’s crib door and pulling Rainbow from a top the crib’s mattress to the nursery’s floor.

Scootaloo watched in horror as Rainbow dropped infront of her hoofs with a thud. Concerned Scootaloo looked down at Rainbow’s face, “A-are you alright?”

Rainbow squinted her eyes before tearing up. A sudden pain in her back made her cry as she desperately felt the need to be held.

Scootaloo delve in rubbing the older pegasus’s stomach, “I-I’m sorry Rainbow, E-everything will be alright.” That was a lie, this situation was absolute rubbish.

Fluttershy came dashing unto the scene nudging Scootaloo away from the incapacitated mare. Leveraging Rainbow on her knees Fluttershy held the pegasus in an embrace and cooed, “Awh, it’s alright baby! Shh, please don’t cry.”

Fluttershy’s words had no effect on the pegasus as Rainbow’s cries heightened as she desperately kicked her hoofs.

From what Scootaloo could see Rainbow managed to knee Fluttershy in the stomach or ribs or something. There was something weird in Rainbow’s eyes; a curtain fire that drove her to become violent. If she didn’t know any better she would almost guarantee that Rainbow hurt Fluttershy intentionally.

Fluttershy stood up slowly at first, she sputtered as a drop of blood dripped down her chin.

“Fluttershy, are you alright? You’re kinda bleeding.” Scootaloo spook trotting up slowly to the older pagasus.

Fluttershy shook her head smiling weakly, “Y-yeah Scootaloo, I just bit the side of my mouth. Don’t worry about it, you just go get ready in the kitchen while I get Rainbow changed and such alright?

Scootaloo backed away slowly as she switched her focus from the pegasus infront of her to the cyan one laying on the floor. A part of Scootaloo tore itself into piece’s speculating the absence of conscious in the poor infantile mare… she decided it was best not to think of it.

Scootaloo found herself in the living room awaiting the arrival of not only her food but Fluttershy. In the backdrop the subtle screams of Rainbow Dash were heard as Fluttershy did whatever she was doing with her.

Eventually behind her Scootaloo heard the sound of the nursery door open and shut. Looking back the young filly saw Fluttershy looking beaten and exhausted.

“What happened?” Scootaloo asked looking at Fluttershy with a curious expression on her face.

Fluttershy pranced out of the nursery attending to her cooking, “Nothing Scootaloo, Rainbow can be so fussy sometimes. I gave her baby food and stuff.”

Scootaloo turned her head to the side, “What? You feed her baby food only?”

Fluttershy shrugged turning her stoves’ burner off, “Well, I feed her as much grown up food as I can; Apple slices, hay products, bread cut up into small slivers. Really I just have to make sure she doesn't choke and everything is free game. I wanna keep her fully nourished but she doesn’t move much so I try not to feed her much.”

Scootaloo nodded turning her body back towards the living room table. Off the corner of her eye the yellow coated pink maned mare emerged with a serving tray with pancakes and what appeared to be a bottle of milk.

Scootaloo went towards the pancakes only to have Fluttershy’s hoof stop her in her track.

Smiling Fluttershy spoke, “Hehe, Scootaloo. Let me cut up your pancakes for you, it’s no big deal I promise!”

Scootaloo blushed sitting back against the couch, “Hehe, alright. I’m sorry I just umm… never mind.”

Fluttershy finished cutting the pancakes keeping the silverware in her hoofs.

“Well… are you going to let me eat or...?” Scootaloo said turning her head to the side.

Fluttershy snapped back into reality and layed the silverware down on the plate. Smiling she handed the porcelain plate to the little filly, “Sorry Scootaloo, I’m used to feeding Rainbow is all.”

Scootaloo smiled, “Hehe, no big deal Flutters.” With a quick flick of her wrist she started eating away at the breakfast dish.

Fluttershy staired in admiration of the little filly; something about Scootaloo messy eating and poor etiquette made her giggle a bit on the inside. She watched as Scootaloo finished the plate, a bit of syrup on her chin.

Scootaloo smiled looking at the much older pegasus infront of her, “What?” she said confused at Fluttershy’s questioning expression."

Fluttershy smiled picking up a nearby napkin, “Nothing silly, you just got something right there.” Fluttershy moved her hoof wiping the small child’s mouth.

Scootaloo turned her head to the side, “Is it gone?”

The older pegasus shook her head before spitting into the napkin. She leaned in wiping the child’s face again. Satisfied with her success she nodded, “There you go!”

Scootaloo wiped her mouth with her hoof smiling, “Hehe, gross. Say, I’m kinda thirsty, you got anything to drink?”

Fluttershy blushed clapping her hoofs together, “Oh, um… I was out of cups and I had plenty of bottles so…”

Scootaloo turned her head looking at the mare infront of her, “So you want me to drink from a baby bottle?”

“Yes!” Fluttershy squeeked.

Scootaloo nodded, “It’s alright Fluttershy, I-I wanna bond with you… I-I’ve never been feed before you know? Not since I can remember.”

Fluttershy picked frowned covering her mouth with her hand, “Oh you poor thing! I’m sorry to hear that… does that mean you wouldn’t mind if I?”

Scootaloo blushed, “N-Not at all. Just start when you’re ready!”

Scootaloo sat on her rump supported by her front two legs. She lifted her head up allowing Fluttershy to insert the bottle’s amber nipple into her mouth. The small filly looked up hopefully at Fluttershy as she sought her friend’s mutual eager expression.

Fluttershy smiled looking down at the filly, before she knew it one of her hoofs graced Scootaloo’s back. She saw the younger filly close her eyes; Fluttershy used her free hoof to guide the young child on top of her lap, close to her chest, and eventually into a cradle.

Fluttershy too closed her eye listening to the young child suckle away at the bottle in her arms.

Scootaloo felt her world turned upside down. If this was everything being a child was about she loved it. She knew she was on her back in her friend’s arms. She knew she was a big filly and shouldn’t be fed like a little foal. But something about all she was taught growing up snapped and caught fire as she lost her conscience thought. A tear streamed down her face as she lost control of her world, it was a lie; the work, her future, her flying, everything she knew was being ignored and she loved it.

The golden mare smiled kissing the young filly on the forehead, “Awh, my baby girl… You’re going to grow up big and strong just like Momma raised you. Don’t you freight a thing Scootaloo.”

Scootaloo parted her lips from the bottle and planted her face on Fluttershy’s shoulder, “I-I’m so-rry Flut-er-shy, I-need-to-be-a-big-filly! I don’t w-ant to be a ba-by like Rain-bow-Dash For-ever!”

Fluttershy frowned at the child’s words, “I’m sorry, I promise I’ll never threat you like I did that day. You’re a big filly and you have a future and I wanna be there every step of the way to help you baby. I’m sorry I made you regress Dashie, that was my fault! I’m so so sorry. I promise you future isn’t at stake just because you wanna be weak sometimes. You’re strong Scootaloo, we all know it… tears aren’t for the weak they’re for those who have been strong too long…”

Scootaloo’s sobs lessened as she regain her train of thought, “T-there has to be a way we can help Rainbow… please!”

Fluttershy dropped the bottle and used her free hoof to pet the young filly’s mane, “Don’t worry baby. Mommy has cooked up a solution which should solve everything alright? Infact… it’s already made. I just don’t know if Rainbow would think of me rationally, I might get arrested or worse. When someone’s exposed to Foalmula that long they start gathering the memories that get suppressed and I’m afraid I might have permanently crippled Rainbow Dash by keeping her regressed so long.”

The crying filly’s sobs faded as she hugged unto Fluttershy, “I-I don’t want anything bad to happen to you. But, I also wanna know what Rainbow is thinking. She deserves to live Fluttershy… I want her to live. She just has to… alright?”

Fluttershy smiled kissing the filly on the forehead again, “I know baby, just give Mommy a little time alright? I-I gotta get some stuff prepared first.”

Scootaloo smiled, “A-alright… c-can we do some more stuff together… I-I kinda like being fed…”

The older pagasus’s face broke out in a huge grin, “Sure thing baby, how bout’ later tonight we get some of toys from the nursery and we could pretend alright?”

Scootaloo giggled, “Hehe, sure. I’d like that!”

The older pagasus smiled lying back with Scootaloo still in her hoofs. She looked down at the younger pegasus with a curious expression, “So Scootaloo, have you ever been swimming before? I-I have a pond, I could train you sometime if you’d like.”

Scootaloo smiled hugging unto Fluttershy’s neck, “I-I sorta know… having small wings helps me pedal and I can swim decently without them too. I’ll still go if you want to though.”

Rocking the filly back and forth Fluttershy cooed, “Well do you want to baby?”

Shrugging Scootaloo blushed, “I-I guess… I kinda just wanna spend time with you.”

The pink maned pagasus smiled happily, “Awh Scootaloo. Well Rainbow is sleeping right now and she will be for the next 8 hours or so, you wanna do something?”

Scootaloo nuzzled her head against Fluttershy’s chin, “Nah, I like being here cuddling with you. We have plenty of day light to do other things, I wanna be rocked.”

Fluttershy warmly smiled leaning in to kiss the filly on the forehead, “Hehe, you know my Momma used to rock me when I was your age and even a few years after that. She said it was worth it because her and I had some of the closet talks in those moments.”

Raising her eyebrow Scootaloo asked, “Wait- so you don’t mind this? You know? Holding me, my parents always said I was fat.”

Frowning, the mare used one hoof to pet Scootaloo’s mane, “You not fat, you’re actually looking pretty skinny. Scootaloo, when was the last time you had a proper meal?”

Blushing the young filly frowned, “I-I don’t know… I’ve been eating whatever I can find. I even had to steal at one point; Please don’t hate me.”

Fluttershy smiled, “Awh Baby, you don’t have anything to worry about. I mean I don’t approve of you stealing but I understand.”

“Y-you’re not mad?” The Young Filly said turning her head to the side.

The older mare shook her head, “It’s not your fault you had to do it Scootaloo, just don’t do it again; especially when I have a whole garden of fresh vegetables and fruits for you.”

The filly beamed, “Really? You have a fruit garden?”

Giggling Fluttershy nuzzled the filly’s mane with her nose, “Hehe, of course I do. Well… technically most of it’s an arboretum. Regardless I have plenty of fruit, oh I can’t wait for you to see the strawberry fields!”

Scootaloo turned her head to the side, “Huh-but how do you find time for a garden?”

The older mare giggled, “Hehe, I run a vet service Scootaloo. Albeit a bit more work since I regressed Rainbow, but then again Rainbow is asleep about 80% of the day.”

Smiling the younger filly nodded, “Got it! So, can we check out the garden Fluttershy?”

Fluttershy stood setting the little filly on the couch, “Sure thing baby. Go ready and we’ll head out alright?

Scootaloo nodded eagerly, “Alright!”

The older mare made her way out of the room and upstairs leaving the young filly to keep to herself. A part of Scootaloo wanted to relax and chill on the couch behind her but another one wanted to visit her friend in the nursery.

Scootaloo fell back as the quiet sounds of Rainbow’s cute little whimpers in the background seemed to drastically increase in volume. It was painful almost, a subtle ringing in the very core of Scootaloo’s ear.

“Scootaloo?!” Fluttershy spoke startling the young filly.

With a quick jump to her legs Scootaloo turned around, “Huh? What? Oh, I’m sorry Fluttershy… I was just thinking about something. I didn’t mean to yell.”

Smiling Fluttershy assisted the young filly from off the couch. Fluttershy wrapped a wing around Scootaloo pulling the filly closer to her body, “What’s on your mind?”

The two pagasi made their way out of the cottage door stepping lightly across the dirt trails that surrounded Fluttershy’s cottage. With the reassurance of her friend Scootaloo spoke confidently, “I-I just have been thinking about Rainbow you know? She’s getting to me and I don’t know why. I want to help her but it’s impossible, I’ve always been in control of everything in my life but now I just… I just…”

“Feel it all slipping away?” The mare said taking note of her land’s beautiful scenery.

Scootaloo nodded, “Y-yeah… h-how’d you know?”

The older Pagasus smiled guiding the young filly along with her wing, “Cause sometimes it’s easy living with eyes closed, misunderstanding all you see. It gets harder as you grow up but it’s alright, it shouldn’t matter much to you.”

The moment froze in time as Scootaloo looked admiringly up at Fluttershy. Something beyond her friend’s usual timid wisdom shined as if she was implying something.

“W-what do you mean Fluttershy?” Scootaloo said covering the bright morning rays of sun with one of her own hoofs.

Stoping in her tracks Fluttershy looked around the arbiritum of tree’s, “What I mean is I think we all need to take it easy from time to time, but living in a world of ignorance isn’t the way to do it. As much as it hurts to grow up, it’s also the most important part of a ponies’ experience in life...”

“Lay down Scootaloo.” Fluttershy said patting a spot next to her.

Obediantly the younger filly crouch down eventually falling unto her flank and against Fluttershy. The older mare smiled lowering her wing to blanket over the small filly.

Scootaloo looked up confused by her friend’s request, “Why’d you have us lay down? The ground is like uncomfortably wet, it did storm yesterday remember?”

The older pagasus smiled examining her crops from a far, “Hehe, Scootaloo… do you see what I see?”

A grin grew across Scootaloo’s face as she admired the beautiful garden Fluttershy had planted in the distance, “Oh wow, that must have taken forever to make. Those are all strawberry bushes right?”

Fluttershy nodded in confirmation of the younger filly’s question, “Yep, those are infact all strawberry bushes. The reason I had you sit down her was to admire them from a far, notice the difference in them. What do you see?”

Akwardly pondering the older mare’s question, the younger filly graced her chin. All the bushes appeared to be similar but they all had minor changes which made them seem imperfect compared to eachother. Assured of herself Scootaloo shouted, “Oh-oh! I got it! All the bushes are different sizes, shapes, and some of them are dying…”

“Good, now what does that mean to you Scootaloo?”

“I-I don’t know.” Said Scootaloo begging Fluttershy for an explanation, “What does it mean?”

The older mare shifted focus from the young filly back towards the strawberry fields. A glimmer of sun reflected off her eye as she uttered her explanation, “It means that there is no perfection Scootaloo. It means that all of the bushes have their faults and the ones that aren’t nurtured properly sometimes die off.”

Scootaloo looked up sorrowfully at the older mare, “Is that why you’re taking care of me Fluttershy? Cause you don’t think I’m strong enough to make it own my own? What about that speech you just gave on ponies needing to grow up huh?! I can’t be a little foal forever, you know that right?”

Aiming to redeem the situation Fluttershy used a hoof to brush the filly’s hair, “Shh, that’s not it at all Scootaloo. Look, the bushes that die are the ones that grow up prematurely. If I wanted to save them all I have to do is cut off some of the branches and they’d be fine…”

The revelation hit Scootaloo as she felt like every piece of Fluttershy’s puzzle connect. A bit concerned Scootaloo asked, “Y-you wanna baby me don’t you?”

Fluttershy smirked looking at her garden, “I never said that, if you want to its fine though.”

“Oh.” Scootaloo said rubbing her front hoof nervously with the other, “I-I guess I wouldn’t mind it. Just for a little bit though alright? And no foaluma either!”

Nodding the older pagasus smiled again, “All right little one, you’ve got yourself a deal. Heh, it’s funny... my mother planted this garden with me so many years ago.”

Scootaloo turned her head, “W-what’s funny about that?”

Fluttershy looked down at the filly’s puzzled expression, “Well, more ironic than funny I guess. Come on Scootaloo, let’s walk around a bit before we set on inside alright?”


The midday air was refreshing; the wind blew across the glistening green grass shaking all plants attached to the earth. Emerging out of the semi-dense woods Fluttershy and Applebloom we caught admiring the beauty of Celestia’s great lands.

“Hey Rainbow Dash, do you ever think to yourself that there’s more to life than what we talk about?” Scootaloo said carefully avoiding a small wild flower with her step.

Fluttershy nodded, “Why yes, I mean I do work as a caretaker for most of Equestria’s or I guess Ponyville’s animals. Everything is living Scootaloo, and when you grow up you’ll realize that life lives on within you and without you.”

Scootaloo frowned, “I know I’m not the only thing that lives Fluttershy, I-I can’t explain it but I woke up feeling different today. It’s almost like I wasn’t afraid waking up this morning. I-I don’t know why…”

The older mare smiled nuzzling the young filly forward a bit with her head, “It’s probley because I gave you that pacifier silly, that and I try hard to make sure you were all nice and cozy last night. you were weren’t you?”

Blushing, the young filly spoke, “Well… yeah I guess. I was starting to conjure a nightmare but then all of a sudden something calmed me down. I’m going to guess it was the pacifier.”

The cottage door opened allowing entrance for the two mares to walk in. Scootaloo made her way to the living room’s couch while Fluttershy made her way to the nursery. Alone the young filly starred blankly at the paintings on the walls.

The paintings were bizarre; filled with blotches of summer colors that made makeshift mamals, birds, and the like. More curious was the presence of tropical style trees; ponyville was miles and miles away from real tropical forest. The artist who designed it must have either been foreign or had one heck of a good imagination.

Scootaloo’s attention was broke as her caretakers voice rang out in the distance, “Scootaloo! I need your help in the nursery!”

Springing to her feet Scootaloo dashed quickly into the nursery’s calming scene. Inside Scootaloo observed Fluttershy guiding the drugged Rainbow Dash into her play pin. Smiling Fluttershy turned her head to look at the smaller filly, “Oh hey Scootaloo, can you open the play pin’s door? I have to let Dashie exercise a little bit.”

Attending to her friend’s request Scootaloo made her way to the play pin’s mesh entrance and opened it up. The young filly watched as Fluttershy pushed the staggering Rainbow Dash unto the carpet surface inside the nursery. A part of Scootaloo wanted to comment on Fluttershy’s abrupt action but the other half of her personality made Scootaloo coware in disgust.

A cringe on her face Scootaloo asked, “Do you have to be so rough with her? I know she’s a full grown mare but she couldn’t be that strong. You said it yourself that she’s been getting weaker. She hurt herself getting out of the crib this morning!”

Fluttershy frowned turning away from the younger filly, “I-I know Scootaloo, it’s just hard getting Rainbow Dash to move at all. She hates it when I touch her and doesn’t respond at all when I try and guide her places. Just imagine if you couldn’t think for yourself Scootaloo. Maybe that’ll explain why Rainbow has to be forced into doing things.”

“Oh.” Scootaloo muttered stepping back slowly, “You’re not really going to be able to cure her are you?”

Confused over the young child’s remark Fluttershy spoke, “Why do you say that?”

The young filly closed her eyes as she spoke, “Cause Rainbow is so far gone. She’s not even conscience is she?”

“Well… no…”

“…”

“But I think I found a way… Scootaloo?”

Scootaloo kept glancing back and forth between Rainbow Dash and her other mare friend as her own eyes got more tear filled; “I-I C-an’t- Ahhh!” Scootaloo yelled falling to the ground and sinking her face in her own hoofs.”

Conserned with the small filly, the older mare trotted up to Scootaloo ducking by her side. Her eyebrow’s puckered the mare asked, “Scootaloo, Honey! Shh, what’s gotten into you? I thought we talked about this already.”

“It should have been me! It should have been me!” Scootaloo said, her breath muffled by the hoofs directly under her mouth.

The older mare’s demioner got more desperate as she found herself holding the child, “Shh, shh! Scootaloo baby, please don’t cry. You can tell momma anything you need to get off your chest. Please baby, what’s wrong?”

“I-I fee-l gui-lt-y” Scootaloo stuttered between inhales.

“For what Sweety? It’s my fault, I made you regress Rainbow!” Fluttershy pleaded trying to remedy the child’s cries.

The young child’s sobs lessen, she found herself looking up at Fluttershy, “I-I just wanna forget sometimes too! I-I’m sorry I should know that it’s a dumb idea but I just feel bad everytime I think of it.”

Fluttershy pet Scootaloo’s hair, “What’s that dear?”

Holding back tears again Scootaloo muttered, “Everything! My parents, the cold nights, I just wanna forget them! But It’s selfish to have emotions like that when Rainbow has to do what I just wanna do!”

Confidently Fluttershy smirked, “Alright Scootaloo, I think I know what you need. Now listen, you’re not going to talk or else I’m going to have to punish you alright?”

“H-huh?” Scootaloo muttered confused over her friend’s words. All of sudden she found herself being lifted into the air. Curious of her friend’s actions Scootaloo asked, “W-what are you doing?”

Fluttershy landed infront of the changing table setting the child upon its padded plastic surface. Smiling the mare cooed, “Come on baby lay back and let Mommy diaper you!”

Scootaloo shocked over her friend’s actions started kicking her hoofs frantically into the air, “Hey what the hay are you doin?! I ain’t a baby!”

Ignoring the child’s pleads Fluttershy grabbed both of Scootaloo’s back hoofs and slid one of the diapers she kept in the changing table’s side compartment under the young filly’s rump. She tossed her powder and closed the diaper’s front shut snuggly around Scootaloo’s waist with ease.

Scootaloo looked up in horror as memories of abuse came flooding back into her mind. Tears formed in her eyes as she started to sob uncontrollably, “W-why are you do-ing this to me?”

Confident in her actions Fluttershy extended her hoofs pulling the filly into a cradle, “Duh silly, because you’re just a foal!”

Desperate to get away from the older mare Scootaloo started pushing at the mare’s chest to no avail. It was apparent that Fluttershy had shown no bounds of restraint when it came to a pony’s natural rights. Scootaloo needed to break free but she was helpless, so she submitted.

“W-what do you mean?” Scootaloo question confused at her friend’s radical actions.

Fluttershy sat on her behind hugging the little filly tighter to her chest. Smiling the happy mare kissed the little filly on the forehead repeatly, “You’re my little foal and it’s time momma started treating you better. I wanna keep you safe and warm and all comfy cozy!”

“That doesn’t explain much you know? You’re not going to regress me are ya?”

Fluttershy shook her head, “No silly, I just wanted to remind you that you’re just a filly and sometimes Mommy will take charge and you don’t have to worry about silly decisions.”

“So you’re not giving me an option?”

“Hehe, I’ll let you pick out which stuffed animal you want.” The older mare said giggling to herself.

A pout grew across Scootaloo’s face. In a strange way the thought of having no say in her decisions did bring some peace of mind. A small grin grew across the child’s face as she climbed atop of Fluttershy’s back.

A bit more collected now, Scootaloo laid on her tummy.

She smiled and asked, “So Momma, wadda you wanna do?”

Fluttershy beamed, “Oh, I actually don’t know Honey. Hehe! I haven’t thought to much about it. Hmm… how about I go get you some toys from the nursery or something while I work on a remedy for Rainbow’s aliment alright?”

Scootaloo beamed, “Oh! That sounds delightful!”

Both of the ponies laughed as they made their way to the living room. As Fluttershy made her way to the couch a thought connected in her mind and she stopped dead in her tracks. Changing her course she made her way to the stairs and towards her bedroom.

Confused the younger one turned her head to the side, “Huh, Fluttershy? Why are we going to your room?”

Fluttershy walked through the doorway closing it behind her. She trotted over to the bed and allowed her child to sit her diapered rump down.

The room was bright with the afternoon sun and it was clear that it was a bright day indeed. Scootaloo laid on her tummy letting Fluttershy’s thick bed covering to comfort her weary hoofs, digging her head into the soft blanket she shifted her eye’s towards Fluttershy.

Scootaloo smiled, “So Momma, how come we’re here?”

The older mare gained a small smirk across her face as she covered the sun from her eyes, “Oh no reason. Listen, when Rainbow Dash wakes up she WILL be livid with me. I don’t want anything to happen to you baby. Stay in here and don’t come down stairs no matter what alright?”

Scootaloo frown, “A-alright. Y-you’ll be alright won’t you?”

The older mare let out her hoof grazing the child’s chin, “It’s alright baby, I promise I’ll be alright.”

Scootaloo nodded as she watched her mother figure walk proudly out of the doorway. Eventually the yellow mare returned with a diaper bag. It was covered in pink and baby blue teddy bears and was cradling douzens of differn’t babyish items; building blocks, a teddy bear, diapers, everything.

Fluttershy nodded, “I’ll be back alright? I promise I’ll be alright!”

With that the mare made her way out of the doorway.

Before she knew it, she was a hoofs length away from the nursery’s entrance.

Fluttershy opened the nursery door, it was black inside and in the distance the faint sound of Rainbow Dash’s whimpers were more than audible. The yellow mare stepped inside locking the door behind her.

Wanting to get this over with the older mare stepped lightly over to a black safe she had in the corner of the nursery. Using the proper code; 8, 5, 12, 16; she pushed the knob and the heavy iron drawer opened.

Inside Fluttershy examined the contents; everything she needed to change the Foalmula to Scireanima; or in other words, Fluttershy’s reversal potion.

Fluttershy spread the potions and ingredients out on the floor. Being careful to get the right measurements, she took her time to calculate all the right amounts. All sorts of ingredients were poured into a main beaker, grinded leafs and other herbs together.

She poured the rest of the contents into the mixture. The potion seemed to melt everything together. It turned into what seemed like a rainbow like liquid; spectra.

Fluttershy thought to herself a moment, it couldn’t be spectra. Something similar though, same texture and coloring, it must have been correct though.

Not wasting her time, Fluttershy took the Spectra like Sciereanima into a jar and sealed it. She gathered the other materials and tossed them into a disposable heavy tarp like bag. She walked over to the trash dumping all the contents into the sealed trashcan.

Fluttershy unscrew the jar top and took a syringe she kept at hoof. She dipped the metal tip in the rainbow liquid; measuring twice she gathered the right amount. Too little of the liquid would have no effect, and too much would just give Rainbow a

hallucinogenic trip; at least from whatever Fluttershy could gather about the experimental substance. There was never a scientific use for it because no one ever used its counter drug “Foaluma” in the first place.

Brushing her fears outside, Fluttershy inched up to Rainbow’s crib. Her hoof shaky, with one forcefull jab she yelled and stabbed the Rainbow maned mare in the exposed part of her rump that hung out of her diaper.

Rainbow’s eye’s shot open with a rainbow shot of adrenaline as her conscience mind came back into the meta-physical world.

Rainbow Dash stood up and yelled at the top of her lungs. Everything hurt, nothing was numb anymore, she was aware of everything that was happening in and around her.

Furiously she tried to tackle Fluttershy through the crib. Rainbow Dash grabbed hold of Fluttershy’s mane; with a forceful pull she slammed the fragile filly’s head into the crib’s side bar.

“Ow!” Fluttershy meekly squeaked before falling back flat on her rump, she could see the fury in Rainbow’s eyes. Her fears came true, Rainbow wanted blood.

Begging Fluttershy sat on her rump. Ignoring her now bloody nose she clapped her hoofs together and pleaded, “Please Rainbow! I-I’m s-so sor-ry! I-I did-n’t wa-nt to hurt you!”

Rainbow’s furious expression changed from anger to a smug pride, Fluttershy was genuninely sorry. A feeling of guilt overrode Rainbow’s rational thinking as she flew over the crib’s bar and next to the other pagasus, “Oh my god, Fluttershy! You’re nose!”

Fluttershy’s frown turned into confusion, “Huh? Oh- that. I deserved that, are you feeling better? I’m so sorry!”

Rainbow rubbed the back of her head, “Yeah, Umm… how long have I been out?”

The Yellow mare put her hoof on her chin as if she didn’t already know the answer, “Hmm… well. It was been about, um… atleast 4 weeks…”

“FOUR WEEKS?!” the cyan mare shouted confused by the notion. A red hot heat overtook Rainbow’s face as she struggled to hold back her anger. Facehoofing Rainbow Dash shook her head, “Ugh, my muscles feel like rubbish. No wonder I could barely pull you earlier. Geez, this sucks!”

Fluttershy grabbed Rainbows back pulling her by her side. A bitter sadness in her voice she rest her head on her friend’s shoulder, “I’m so so sorry Rainbow! I-I promise I’ll make this all up to you somehow!”

Rainbow rolled her eyes, “Fluttershy, being under the effects of foalmula that hasn’t really affected me that much. It was just one crazy trip, don’t worry much about it alright.” The mare grabbed her stomach, “Crap, Fluttershy. What have you been feeding me? My stomach feels terrible!”

Fluttershy scampered away from Rainbow Dash and towards a cabinet, hastily pulling out medication she pulled out a small pill bottle. The mare made her way back to Rainbow shoving the pill in her friend’s mouth, “Here, eat this!”

With a quick spit of the pill into her hoofs Rainbow looked furiously at her friend, “Fluttershy, you really think I’m going to take any medication from you after all that?”

Fluttershy kicked her hoof, “I-I know, I-I just wanted to help…”

The rainbow maned mare threw the pill across the room, “I know Fluttershy, but you hurt me and I don’t think I’ll be able to trust you for a while.”

“W-why didn’t you hurt me?” The yellow mare said grabbing the pill from the ground putting it in her own mouth.

Rainbow raised an eyebrow, “I would have done more than hurt your nose but as I said, I’m in no condition to fight. Why are you taking that pill?”

A small blush appeared on Fluttershy’s face, “Oh, I kinda got a sore tummy… I thought you were going to be a little bit more resilient.”

Smirking the rainbow maned mare flared her nostils, “Yeah, I would have broken your leg if I got the chance but it’s not worth it you know? Hurting you isn’t going to resolve anything. Speaking of problems, what ever happened to Scootaloo?”

Fluttershy raised an eyebrow as if questioning the mare’s misunderstanding. Remembering Rainbow’s predicament she shouted, “Oh that! Well, Scootaloo made it out safe and sound… she’s upstairs.”

Rainbow’s face flared bright red as her hoofs rounded into fist, “You didn’t hurt her… she isn’t going through what I went through is it? Listen Fluttershy, you might think the foalmula’s effects bring you rest, but it’s nothing a child should experience.”

Fluttershy frowned, “Umm… no. But Scootaloo and I are roleplaying right now. I-I’ve been taking care of her?”

Puckering her eyebrows Rainbow asked, “Have you know?”

A grin cast itself upon Fluttershy’s face, “Yes, her and I have been talking a lot and I well…” Fluttershy’s cheeks grew bright red, “I-I think I might adopt her…”

The room went an even deader amount of silence as Rainbow’s eyes shot wide open, “You what now?! How long have you been looking after her?”

The yellow mare’s confidence shot; she paced over to the changing table arranging a few diapers on top of the padded surface. With a small swallow the she spoke, “U-um… only a day now.”

“And you want to adopt her?” Rainbow asked doubting her friend’s rational thinking.

Trying to occupy her shaky hoofs Fluttershy grabbed a hold of one of the diapers soft padding. Gripping it in her hoofs she let go of it slowly. With a sigh she spoke, “Yes. I know it’s short notice, but Scootaloo wouldn’t be nearly as hard to take care of you as you are.”

“That’s why you saved me?” Rainbow asked.

Fluttershy nodded up and down slowly with a small shame on her voice, “Yes, that and I couldn’t keep up with you. You’re such a free spirit Rainbow, and Scootaloo… well Scootaloo’s just a little filly. I couldn’t possibley let her stay homeless when a daughter is all I’ve ever wanted.”

“And why’s that?” Rainbow asked carrying the same curious expression as earlier.

The yellow mare’s hoofs became shakey as she let her mane fall over one side of her face, “I-If you had the chance to change one ponies life wouldn’t you take it? It’s worth whatever risk it takes and it’s worth whatever cost to. No matter how many diaper changes, feedings, and other things I’m going to have to do” a small grin cast itself across Fluttershy’s face.

Unamused by her friend’s increasingly insane ideology of caretaking Rainbow spoke with an true undertone of atticus like sincerity in her voice, “You’re not thinking about her Fluttershy. She might not now about your obsession but I do. You desire to take care of others because you fear being cottled yourself. You told me about your parents and you all that time ago. You acted like you enjoyed their caretaking of you but you know you hated it.”

Tears swelled in the corners of Fluttershy’s eyes as she attempted to remedy the situation, “B-but I just- I-“

Cutting her off the Rainbow Maned mare smirked. Like a horror novel Rainbow layed every ligament of truth in front of her friend, “I known your secrets Fluttershy. I might have been half conscience all this time but I still recall more than you might think. I know what you did to me and I know there’s something sexual about your obsession with babying others.”

Fluttershy collapsed on the ground nestling her head in her hoofs. Defeated she opened her eyes and looked hopelessly up at her friend, “I-I’m so sorry Rainbow, I-I shouldn’t have experimented with you like that! S-Scootaloo is differn’t though! I swear! I wouldn’t ever violate a defenseless young filly like that!”

Rainbow walked over to her friend grabbing her shoulders, “I know you’re not a monster Fluttershy.” Rainbow using her weak muscles to pull her friend to her hoofs, “Come on Fluttershy, if it’ll make you happy I’ll be your baby. Just don’t you ever touch Scootaloo or I will hurt you!”

Fluttershy smiled wrapping her hoofs around her friend’s strong neck, “Thank you Rainbow! I promise I’ll never hurt her, I-I wanna show her the life she never had. I want her to feel safe in my arms, I-I care for her….”

The weakened mare smiled hugging Fluttershy close to her figure, “I know how you feel Fluttershy, can we talk about us before we go see Scootaloo? I got something I gotta talk about with you.”

The nursery fell silent as the Yellow coated Pegasus prepared herself for any question. In her best imitation of a solid brick wall, Fluttershy sat her rump directly on the ground and stiffened her back, “W-whadda you wanna ask me Rainbow?”

The cyan pegasus smiled unlatching arms from her now steady pegasus friend, “Alright, first of all. What’s with the change of mind here? Why did you save me?”

Fluttershy raised an eyebrow, “Well, I told you. Taking care of you was getting difficult and I have a real filly to take care of…”

Unamused by her friend’s remark, Rainbow Dash laid back on the ground. With a small smirk she questioned, “So, if Scootaloo didn’t show up you’d still be having your way with me at night? Now that you had that little filly, you knew you couldn’t keep experimenting with my sexuality like you were?”

A blush grew across Fluttershy’s face as she begged a soliable answer. When none came to mind she just whimpered a nearly incomprehensible squeak.

Rainbow Dash inched her way towards her friend’s figure. A grin with fangs appeared on the athletic pegasus’s face as Fluttershy became her prey. Using her weakly strengthened hoof Rainbow Dash nudged Fluttershy to her back.

“So Fluttershy, you think you’re a big girl because you bully others? You make them feel weak so you can feel strong by compression.” Rainbow Dash mounted the mare pushing her friend’s stomach down with the weight of her own body. A mischievous grin appeared on Rainbow’s face as she spoke softly into her friend’s ear, “Well let me tell you something. Everyone will be surpassed by another at some point. Except me of course, I’m second to none.”

The veterinarian pegasus swallowed hard as she felt her friend’s teeth nibble on her ear, she wanted to yell, to get fight back, to escape, but sadly for her she was frozen; weak, defenseless… just a foal. Tears welled up in Fluttershy’s eyes as her best friend greedily seduced her.

“R-Rainbow Dash, W-why?!”

The cyan mare leaned in licking from the base of her friend’s neck to her chin. A devious smirk appeared on her face as she looked her sobbing friend dead in the eye, “Cause’ I told you Fluttershy you’re worthless!”

Hiking up her leg Rainbow Dash kneed Fluttershy in the stomach, hard. She watched as her friend cried in agony desperately trying to reclaim her breath.

“S… Stop… Please” Fluttershy pleaded moving her hoofs to protect her ribcage.

Rainbow spit on Fluttershy’s face. Wiping off whatever remained on her chin she smiled, “Pathetic little filly, even when I’m out of shape and I’m still stronger than you. I wanna see you in bed tonight…”

Fluttershy sighed in relief before shifting her eyebrow crooked, “Huh? B-But I umm…” The Yellow mare blushed a dark shade red.

Rainbow smiled walking away from her friend, “Hehe, I think you know that you need me Fluttershy. Just because I don’t remember the details of your secessions with me doesn’t mean I didn’t feel them.”

The rainbow maned mare turned around, “You ate me out, I don’t know how you got me to stay still but you did.” Rainbow’s face got hot as she said those words outloud, “A-and I think I liked it.”

The winded mare rolled unto her hoofs slowly before standing up straight, “B-but why the assault back there?”

“Cause I wanted to show you that you can’t control me without your drugs and maybe just test run some stuff I’ve been thinking about doing.” Rainbow said as she shrugged her shoulders.

In her weakened state Fluttershy inched her way towards her friend, “You mean you’re willing to give us a chance?”

The Rainbow mare made her way to the crib gripping one of its bars in her hoof. The mare closed her eyes gripping the wood harder, “I know it sounds weird after all that happened but I feel a bit different about mares.”

“Wadda you mean Rainbow?”

The cyan pagasus face hoofed before letting out a slown drawn out moan, “Oooh, don’t make me explain why I wanna be your lover Fluttershy” Rainbow Dash opened her eyes and looked straight at her friend, “I just do alright? It’s no big deal.”

Fluttershy paced up slowly to her friend nuzzling her chest. A small smile on her face, Fluttershy spoke, “Well, I-I could be your baby this time. I-I mean if you want.”

Rainbow smiled hugging the mare in front of her. Stroking her friend’s hair Rainbow smiled, “Awh, Fluttershy. You can be my baby filly if you want; just as long as you know you’re always my baby filly.”

A blush overtook both ponies face as they subconsciously felt their faces drifting closing together. The Cyan mare wrapped both her hoofs around her friend’s neck drawing her lips closer to her friend’s.

Before Fluttershy had time to prepare her mouth was forced open; her tongue being shoved, pulled, and prodded to the reaches of her mouth. Funny, Rainbow’s mouth tasted of the foal formula that she’d so graciously missed. In the heat of her kiss Fluttershy’s mouth cracked into a smile as she melted into her friend’s advancements. She knew she didn’t have to worry about anything, Rainbow knew what she was doing; all she had to do was let Rainbow guide her.

All of a sudden Rainbow broke away from the kiss letting a small sting of saliva linger between her and her friend. A righteous smile appeared on Dash’s face as she hoof pumped into the air, “So awesome!”

Fluttershy’s hoofs got weak as she felt the urge to fall on the spot. A huge smile cast itself unto her face as she nodded, “Y-Yeah… I-I liked that, you’re tounge taste nice.”

Rainbow let go of her friend’s shoulders and steadied herself on her fours. A part of Rainbow Dash seemed confident and another didn’t. Strange, that kiss drained Rainbow of her charisma. She didn’t know what to do, so she just awkwardly grinned at her friend, “So… you wanna go meet up with Scoots?”

The caretaker pony sprang to her feet nodding even more frantically than before, “Oh yes! Scootaloo will be so thrilled! You want me to warn her or should it be a surprise?”

Rainbow smiled, “A surprise. I missed her…”

With a word more the cyan mare shook away her friend as she stepped slowly towards the doorway.

Fluttershy watched as her friend’s demeanor changed from joyful to remorseful, she guessed Rainbow knew Scootaloo made the decision in the first place. Strange that Rainbow hadn’t brought it up. Maybe she should say something.

“Wait Rainbow, what are you thinking about doing?” Fluttershy said catching up to her friend at the doorway.

Rainbow smirked gesturing for her friend to leave, “J-just give a me a minute. I promise I ain’t going to her, just give me a few minutes to talk.”

Fluttershy nodded backing away slowely, “Oh-alright. Just don’t be too long now.”

The cyan mare nodded, “I won’t.”

With that said Rainbow Dash sighed deeply before pacing out of the nursery. She made her way to the staircase before stopping. All of a sudden the stairway looked like it extended hundred feet diagonal, but she knew her mind was playing tricks on her.

The world seemed serial as she made her way up the staircase; everything just seemed to fit into place, nothing too peculiar despite the world being so desolate around her. She didn’t know or at least didn’t remember what the upper part of Fluttershy’s house looked like, but that all changed when she opened her friend’s bedroom door.

Cracking it open slightly Rainbow’s heart melted at the sight of her former protégés childish giggling. Scootaloo was patiently assembling a small castle like wall on the floor in front of her. Wanting to waste no time Rainbow smiled, “S-Scootaloo?”

The young filly turned her head. Scootaloo’s eyes immediately made contact with Rainbows as the child dashed to the arrival of her friend. Tears swelled into her eyes as she tackled the mare in a tight hug, “R-Rain-bow!”

Weakly smiling Rainbow wrapped a wing around the child stroking her back, “Hey kiddo, long time no see.”

Scootaloo looked up shocked at Rainbow’s cool glace, something was off. Cautiously the child backed away from the older mare, “R-rainbow, what’s wrong? I-I’m so sorry!”

Rainbow Dash smirked lifting the diapered filly into her arms. One hoof under each of the child’s arms, Rainbow looked the tearing child in the eye, “Why do you cry Scootaloo?”

Scootaloo frowned looking at her friend. She knew what was wrong, somehow Rainbow was still weak. Maybe not mentally but physically; she looked fatigued, even mentally exhausted. Still, the child failed to conjure any words, all she could do is utter barely audible sobs.

Rainbow hugged the child in a tight embrace kissing her on the forehead, “Oh Scootaloo, what happened to you. You’re so much stronger, yet so much weaker aren’t you?”

Scootaloo shook her head, “No, I-I just needed to know it’d be o.k… is everything o.k?”

Smiling, the old mare nodded, “Yeah everything is o.k. Come’on Scoots, let’s get comfortable and well catch up alright?”

A weak smile cast itself across the young filly’s face as she spoke, “Yeah, I-I’d that!”

Rainbow smiled walking slowly towards the bed. Accidently the mare kicked over the filly’s wall muttering a small, “oops” in condolence.

The older mare lay on her back setting her filly friend on her stomach. Smiling the Rainbow mare hugged the filly closer, “So what’s up Scoots?”

Scootaloo smiled gripping her mare friend’s shoulders with her tiny hoofs, “N-not much!”

A small smirk appeared on Rainbow’s face, “Awh Scoots, somethin’ must have happened. I’ve been knocked out for nearly a month now!”

The smile of the young filly faded as the thoughts of abuse and harsh truth rang in the back of her mind. It hurt to think about these things, the very thought of everything not going the way it did raised too many questions that were too hard to explain. So Scootaloo remained silent.

The older mare chuckled awkwardly for a moment before speaking coherently, she cleared her throat, “So Scoots, what’s with the diaper?”

Trying to find a more comfortable spot Scootaloo nestled her way out of Rainbow’s arms and unto the open spot next to her friend’s side. However it didn’t take long for Scootaloo to find herself wrapped in another hug. She snuggled in the warm embrace of her friend before wrapping her arms around Rainbow’s waist.

More confident in her position Scootaloo grinned ever so slightly, “I-I’ve been alright. To be honest I got kicked out of my house. That and I found out that I can’t fly, ever…” Tears welled up in the corners of the filly’s eyes as she her feelings behind a dim smile.

Concerned for her filly friend, Rainbow Dash hugged Scootaloo closer and rubbed small circles with her hoof around the child’s back.

All of a sudden a curtain big-sister mentality overtook Rainbow’s usually calm demeanor as she fully grasped what the child said, “Y-You can’t fly…”

The filly shook her head. By this point, it was obvious Scootaloo was resisting the urge to cry.

Rainbow Dash hugged the child close to her chest kissing her softly on the forehead. In a whisper quiet coo, Rainbow pet the young filly’s mane.

“It’s alright Scootaloo, you can cry if you want. I-I won’t judge, I promise!”

Scootaloo gripped her friend’s hip hard as she slammed her head into her friend’s chest. Her speech impaired by emotional guilt she yelled, “I went to the d-doctor! He said they wouldn’t ever grow! Please don’t hate me Rainbow! Please!”

Rainbow Dash pet Scootaloo’s mane again, “Why would I do that champ?”

“Cause I’ll never be as good as you Rainbow!” Scootaloo yelled shaking her head.

Guiding her hoof from the back of the child’s head down the base of her neck, “That’s not true Scootaloo, you’ll do so many greater things than I could ever dream of doing! You’re Scootaloo, we both know you’re strong. No amount of flightless wings or diapers can ever change that you know?”

Scootaloo’s tears stopped but she kept her grip tight around her mare friend. She couldn’t explain why but there was something rhythmically soothing about the way she heard every small ruffle of Rainbow’s coat. That and the way she perfectly around Rainbow’s figure felt calming, for once she felt comfortable just being.

A knock at the door alerted Rainbow as Fluttershy cracked it open peaking her head inside, “H-Hello…” Fluttershy meekly called.

Relived to see her friend Rainbow Dash signaled for her pegasus friend to enter the room.

Scampering lightly on her hoofs, the yellow coated mare made her way utop of her bed. Nustling herself behind the young filly, Fluttershy smiled being in the presence of her two favorite ponies, “H-hey, are you doing alright Scootaloo?”

The young filly broke her grip from around Rainbow and turned around to her mommy figure. A small grin made its way across the child’s face as she struggled to wake up from her trans.

In an act to keep Rainbow and Scootaloo close together, Fluttershy edged closer to her friends making sure not to disrupt either of their rest.

The cyan mare’s eyes opened wide as she realized Fluttershy was laying right next to her. Rainbow Dash handed Scootaloo off to her friend while simulatiously turning towards her. Rainbow watched as Fluttershy held the weary child close to her body; Scootaloo seemed a bit shaky but it was nothing the caretaker pony couldn’t handle.

Fluttershy embraced the child again resting one hoof under Scootaloo’s diapered bottom and another one around her waist. The pegasus leaned in kissing the little filly on the forehead, “Scootaloo, are you alright?”

The child nodded laying both her tiny hoofs around Fluttershy’s waist. The child opened her mouth wide, never opening her eyes she let out a yawn before nuzzling her head closer to Fluttershy.

Rainbow smiled extending her hoof across the bed to brush her friend’s mane off to the side, “I think she’s good Flutters, probably just tired. I got to talk to her a little bit about her wings before she dozed off; or started crying I guess. Anyhow, did you know about it?”

Fluttershy patted the filly’s bottom with her hoof as she questioned her friend’s remark, “Oh my…” a frown appeared on her yellow pegasus’s face, “I heard crying which is why I came up here, what’d she tell you?”

Rainbow Dash looked down at the diapered filly, “Nothing she didn’t already tell you.”

A dead silence filled the air as the two pegasi frowned downward at the child in between them. Scootaloo kicked her legs in what appeared to be a nervous twitch; a frown and the sound of whimpers faded into a vague smile as she went silent again.

Fluttershy stared her friend in the eyes, “S-so Rainbow, has Scootaloo ever had a bed wetting problem?”

Rainbow blushed, “Yeah, how’d you know?”

Fluttershy tried hard to hold back a smile but a glimmer of one won out in the end. A blush of her own castrated itself across her own face, she patted the child’s diapered bottom again, “I-I think Scootaloo wet herself…”

Rainbow Dash frowned, “C-can you feel it?”

Fluttershy nodded, “Mmm-hmm, I don’t think we should wake her though. I have no problem staying with her until she does. S-she didn’t wet herself last night; I’m going to guess this is a regular occurance though. I’m surprised she didn’t tell me last night.”

The cyan mare nodded very slightly as she used a hoof to grace the child’s back, “You know Scootaloo has always had a bad bedwetting problem? I’m pretty sure her parents never did anything to help her either. When I took her to my home in cloudsdale she told me before, or should I say after she had an accident.” Rainbow Smiled, “Heh, I’d never seen her turn a brighter shade of red.”

A few more pats were given as Fluttershy leaned in to kiss the child on her forehead. A smirk appeared across the yellow mare’s face as she the situation became all the more real to her, “Y-You know she’s really too old to be in diapers right?”

“What?” Rainbow said questioning Fluttershy’s logic.

Fluttershy leaned in kissing the filly on the forehead again before delivering a few more pats to the child’s bottom, “She’s almost nine isn’t she?”

“She’s only seven actually.” Rainbow corrected.

The caretaker pony stared at the child’s serene expression, “I see, I’m just afraid of what the other fillies and colts were to think if they found out about this life style I’m letting Scootaloo live. I know it’s not right but I think she needs it.”

Rainbow smirked, “The both of you need it Fluttershy. You’re always taking about how great your parents were to you, well I think you know you’re being a great parent to Scootaloo. You just have to recognize that Scootaloo isn’t a big filly sometimes and she needs you not only to be her mom but also her mommy.”

Fluttershy smiled, “I know. I wanna be her mommy. I think I’ve been neglecting the mommy side too much. Maybe after Scootaloo’s nap I’ll do something special with her…” The pegasus blushed, “Oh I know what we should do Rainbow!”

Rainbow Dash raised an eyebrow, “Yeah Fluttershy?”

Fluttershy hugged the child closer to her body, “I want you to do something with us if you’d like. I was planning on taking Scootaloo out for a stroll if that’d be alright with you…”

The cyan mare nodded, “Yeah, that sounds cool.”

The caretaker pony’s heart jumped for joy as she heard her friend express those words. She planted a big smooth on top of the child’s head again, “Oh Rainbow, this will be fun!” The smile on Fluttershy’s face disapeered as she looked at Rainbow’s smile.

“R-Rainbow, how come you’re taking this all so well?” Fluttershy heightened her shoulders losing the momentum of her excitement.

Rainbow scooted closer to Fluttershy leaning over to kiss her, “Cause silly, I wanna be with you. I-I know you did all that stuff for me but I really didn’t feel anything bad. I-I know you love me and I wanna show you that I love you too.”

The yellow mare scrunched her eyebrows together, “I’m confused.”

The cyan mare moved her way out of the bed, “Hehe, don’t worry about it Fluttershy. Just know that I just want to try us out alright? I’mma be in the nursery if you need me, feel free to nap with the baby alright?”

“Alright” Fluttershy said weakly grinning.

The mare watched as Rainbow paced her way out of the room. Rainbow hit the lights dimming the room entirely except the bright light that edged it’s way through the rooms cloth curtains.

Reaching her hoof outward the mare pulled her light throw blanket over herself and her filly. Fluttershy looked down in admiration of the little filly; something about the way she smiled made her feel like everything was just right.

Still, the thought of Rainbow’s optimism still remained and as the minutes went on it got harder and harder to accept.

“M-Mommy!” The filly wined.

Fluttershy’s train of thought broke as she used her one hoof to pat the child’s diapered bottom again. Kissing the child, in between pecks she cooed comforting words, “It’s alright baby, Mommy is here to keep you safe and warm.”

Smiles appeared on both the mare and filly’s mouths as they enjoyed each other’s warmth.

Fluttershy closed her eyes, the room went dark and everything went quiet.

Next Day...

Fluttershy eyes opened. She let out a silent yawn before she leaned her head in kissing Scootaloo on the forehead. In a harmonic voice she cooed, “Goodmorning Sunshine, did some pony sleep well?”

The young filly stretched around her mother’s embrace letting out a faint yawn of her own. She regained her coherent thought and spoke, “Yeah I-I…” the filly’s leg twitched confirming her fear, a small whimper escaped her mouth.

Fluttershy patted her daughter’s bottom, “She don’t you cry…”

Scootaloo’s eye shut as she leaned her head against Fluttershy’s chest, “Ahhh!” she sobbed, “I didn’t mean to! Th-this is so dumb! I-I’m so dumb!”

An empathetic tide washed over Fluttershy mind as she hugged the filly close again, “No you’re not. You just have a bedwetting problem. Lots of fillies have bedwetting problems at your age, even I had one.”

Disheartened Scootaloo spoke, “Yeah? How old were you?”

The older mare swallowed, “Umm… four.”

Defeated Scootaloo yelled into Fluttershy’s chest again. Her face flustered, she spoke saddened, “See! I’m seven, I shouldn’t be having accidents!”

Fluttershy kissed her baby on the forehead, “You don’t say that Scootaloo. I’m sure you’ll outgrow it. Now how about we get you cleaned up alright?”

Scootaloo’s expression sank, “Y-you’re going to change me?”

The older mare smiled, “Hehe! Of course silly, you’re my baby! We outta give you a bath though, a filly like you should feel as pretty as a princess.”

Scootaloo blushed. A part of always fought her feminine side but something about this moment made her feel like being a princess wasn’t such a bad thing.

“A-alright. I-if you’re keeping me in diapers can I wear something to cover them?” Scootaloo asked shyly.

Fluttershy held the filly close as she stood up and made her way off the bed and out of the room.

The older mare stared at her daughter, “So, when was the last time you have a bubble bath baby?”

Scootaloo shrugged, “I dunno…”

The two made their way into a small dark room. Fluttershy hit the light switch, it was a bathroom. Smiling she set her filly by the tub.

Scootaloo looked up at her caretaker confused, “Umm… are you gonna change me or should I um…”

The older Pegasus occupied herself with the bathtub’s faucet. She giggled at the child’s remark, “Hehe, sure you can strip yourself. I’ll take care of you dirty diaper alright? Just let me run the bath before I get too alright?”

The two pegasi carried on with their activities; Fluttershy checked the water multiple times with her hoof to make sure it was just right while Scootaloo ripped the diaper from off her hips.

Before the child had time to react a set of hoofs lifted her into a luck warm bath. Her body tensed a moment before coming relaxing. Weeks’ worth of dirt and toil faded from her coat as the water coursed through every individual hair.

The water in the tub was iced with a thick layer of bubbles that, when the filly sat down, met with her neck.

The caretaker pony intervened grabbing the shower head from the wall and let it shower gently over her daughter’s head. She poured shampoo on Scootaloo’s head and wipe it slowly back and forth making sure to cleanse the filly’s hair.

Scootaloo melted in the pool as she felt the gentle touch of her mother’s hoof caress her head. Against her better judgment, the filly let out a small whimper of comfort; that was her mistake.

Fluttershy grabbed a hoof full of bubbles and dabbed a bit of them on the filly’s nose, “Hehe, you’re too cute baby. Are you enjoying your bath?”

The younger filly blushed. Too calm to react she just smiled and nodded. She blew the bubbles off her nose and giggled a little bit, her mother did in kind.

In peace Scootaloo let her mother take over her body. She felt Fluttershy’s hoofs grace up and down her small figure; her body, her hoofs, nothing was in her own control. Lastly she felt her mother reached down.

Scootaloo jumped in alarment but Fluttershy calmed her with a kiss to the forehead. A wave of embracement splashed against the child as she felt her mother wash her most private area. She wanted to coward, but terror made it too hard to move out of place.

Fluttershy hummed softly as she continued washing every free space on Scootaloo’s body. Satisfied with her labor she pulled the tub’s drain which in time cleared all the water from around her child.

“Oh my!” Fluttershy said picking up the young filly from the tub, rapping her in a towel, “Scootaloo, you’re practically shaking. Is something the matter?”

Completely unbrazened by her caretaker’s words Scootaloo broke down in tears. She used her tiny hoofs to cover her face as she shook more uncontrollably, “W-why would y-ou do th-at?”

“Do what Sweetie?” Fluttershy said rubbing the towel around Scootaloo trying to absorb any and all water.

Scootaloo shook her head uncontrollably, “W-why did y-you t-touch me?!”

A blush came over Fluttershy’s face as she smirked, “Awh, cause you’re just a baby and you needed Mommy to clean you.”

“B-But I felt it a-and it felt f-un-ny!” the younger one yelled, nerves still frail.

Fluttershy made her way out of the bathroom being careful not mind her daughters comment. Stepping lightly on her hoofs, the older mare made it downstairs.

Scootaloo watched as her world melted around her. A flurry of shame and embracement flooded her thoughts and she didn’t know why. A part of wanted to leave but the infant inside of made her cling to her caretakers chest even tighter. Before she knew it she was being set on her back, underneath her lay a soft layer of foam padding.

Leaning over the child, the older mare grabbed into one of the table’s side compartments, “Awh baby! Aren’t you just the cutest filly?”

Scootaloo’s conscience caught up with her as she looked around the room, “W-we’re in the nursery? Huh?! W-where’s Rainbow? Did she leave? W-what are you doing with that…”

Fluttershy in her hoof held a filly’s diaper, “Why diapering you of course, you wouldn’t want you to have an accident now would we?”

“B-but I don’t wanna be treated like a baby anymore, I-I’m a big filly! Please don’t put that on me!”

Fluttershy smiled lifting up the child’s bottom, she slide the diaper underneath it before wrapping it around the child’s waist. A mischievous grin appeared on her face, “Awh, but you’re not Mommy! Mommy gets to make all the decisions for her princess!”

The younger filly tried to open her mouth but couldn’t conjure up the words. There was no denying the fact that Fluttershy was in this moment completely in control.

“A-alright Mommy… I-I love you” the filly meekly spoke.

The mother figure brought the child into a cradle; “Awh, you’re the cutest little foal” said kissing the filly on the forehead.

The nursery went silent for a brief time before it filled with the light crinkling noises of Scootaloo’s diaper. The two pegasi sat down on padded play mat beside the nursery’s changing table.

Tension was blatant in the air as Scootaloo broke away from her cradle deciding to instead lay in a small ball away from her friend.

“Is there something wrong Scootaloo?” Fluttershy asked as if she didn’t already know the answer.

Unable to conjure up her feelings the younger filly shook her head. How could such an innocent scene become so blatantly naughty? Did Fluttershy know what she was doing, or was this really just her own mind making up something that just couldn’t be true? These questions tore the young Pegasus apart, so she just lay there curled up in a ball.

Still concerned by her daughter’s emotional state Fluttershy trotted next to her. Forming a small shell around the filly, she spoke, “Now Scootaloo, you’re probably feeling weird about being diapered which is normal. But know that you’re just going to have to get used to this new life style alright?”

In false confirmation the filly nodded, the diapering wasn’t at all what she was concerned about, if anything it was helping right now.

In desperation to relive the obvious tension in the child’s mind, Flutterhshy made her way away from Scootaloo and into the bins and shutters of the nursery. Poking her head into one of the lockers the mare pulled out a nice article of clothing she’d been thinking about for a while now.

It was a cyan onesie with white hoofie bottoms and Rainbow Dash’s cutie mark at the flank, it was one of the designs Rarity did as part of their agreement before Scootaloo’s game. In all honesty she expected Scootaloo would much rather live her life as a baby; it was awful nice of Rarity to not say a word about her opinion. Rarity probably thought nothing of it after that day.

Now a bit eager to dress her child, Fluttershy scampered her way back over to the play mat. A grin on her face she cooed, “Come on baby, let mommy dress you. We wouldn’t want those little hoofs of yours getting cold now do we?”

Reluctantly the filly accepted Fluttershy’s offer. She hated every minute of it, it filled with shame to have an older pony dress her. Most ponies don’t even wear clothes, they’re more attended for formal occasions; and yet here she is.

Scootaloo kicked her hoofs a few times to get a feel for her new attire, it made her feel warm and numb all over. A part of her hated the way it felt and another one melt her melt on the spot.

Fluttershy looked in admiration of Scootaloo’s adorableness, the outfit fit perfect just like Rarity said it would!

“Why are you making me wear this Fluttershy? I-I don’t want to!” The filly yelled stomping her hoof indignantly on the ground below her. She repeated her action several times over reiterating the point that she didn’t want to do this anymore.

The older pegasus used her wings to flutter behind the young child, “Why is that?” The pegasus asked as she wrapped her hoofs around Scootaloo from behind.

The young filly blinked as if shocked by the very notion that anything that was going on should be going on, “Cause I’m a filly! I-I don’t wanna have accidents, and I don’t wanna be changed, and I don’t wanna be fed, a-and..” the filly broke into a flustered silence.

Soothingly as possible Fluttershy nuzzled the filly, “Awh baby! You’re rambling again, does somepony have a headache?”

“Ahh! You’re not listening!” Scootaloo yelled trying to break away from her hug. She looked down at the hoofs wrapped around her chest, “W-why won’t you listen?”

Fluttershy smiled kissing the base of Scootaloo’s neck, “Cause you’re a foal and foals can’t talk. Foals can however be embarrassed and some pony has the means to do that to you…”

Scootaloo frowned, “Y-You’re threatening me?”

A smirk appeared on Fluttershy’s lips as she picked up a pacifier from the ground and lounged in the filly’s mouth, “I’m not threating, but I will take needed action if need be. No foalmula though, I promise I won’t ever drug you that bad.”

The filly’s eyes bursted open, “drug you that bad… you’d drug me?”

The older mare shrugged, “Well, yeah. I won’t give you anything that will effect in the long term though, just ‘speed up the process’. Hopefully some little filly will comply now won’t she?”

Scootaloo cowared in place, Fluttershy had gone off the deep end – again. Although, maybe it was all a false threat? Maybe Fluttershy was just trying to make her feel smaller, or younger, or whatever.

Fluttershy inched around Scootaloo lying down in front of her. Smiling she looked her daughter in the face with a grin. She posed a question, “So my little filly, play with some stuffed animals while Mommy goes to look for Dashie?”

Being in no place to speak the Filly just nodded, “Mmmhmm…” she groaned trying hard not to blush anymore. So many feelings were coursing through the filly, a perfect mix between desperation for respect and desperation for comfort.

The older mare acted quickly gathering all sorts of stuffed animals from the nursery’s shelves and throwing them into the crib. Likewise she cradled her daughter in her arms over the railing of the foal’s bed, making sure to set her down gently. She made her way to the door before she heard the confused holler of her daughter.

Scootaloo sat up in the middle of the crib as she yelled, “W-wait, you’re just going to leave me here? In a crib all by myself? I-I can get out though you know?”

Fluttershy giggled yelling back, “Don’t worry Honey, I know you can’t fly.”

Those words hit Scootaloo low as she delved her head into the blankets and pillows of the crib. She didn’t know how to react to all of this, it was just too much, so she just sank herself further into the soft mattress and squeezed the nearest stuffed animal she could grab a hold of and cried.

Meanwhile the grown mare made her way up and down the stairs, though, and around the around the house. Rainbow Dash was nowhere to be seen, she must have left earlier or something.

The thought of being alone with her daughter passed through Fluttershy’s mind. Now that her daughter was alone in the nursery, she could spend some leisure time relaxing on the couch. But no, this was an opportune time to take a shower.

A grin appeared on the mare’s face before she dashed to the bathroom. The room went silent as the minutes turned near an hour.

A turn on the door knob opened Rainbow’s way into the house. She peeked her head in making sure the coast was clear, it most certainly was. She made her way to the nursery making sure not to make a sound, she closed the door behind herself.

“R-Rainbow?” Scootaloo sat up looking at her heroine with great amnesty, “Y-You’re here! P-please get me out of here!”

Concerned with everything that was going with the filly, the athletic pony asked, “Scoots, what happened here? Where’s your Mommy?”

Shyly the filly whimpered, “M-Mommy left me…” water formed in the corner of the filly’s eyes as she latched her arms tighter around her best friend.

Rainbow brought herself back to the surface of the nursery. Copying what she saw earlier, she wrapped one hoof around Scootaloo’s bottom and another on around her back. Slowly the pegasus bounced the filly in place a bit, “Awh Scoots, Well I’m here for you now and I promise I won’t leave you. Why are you acting so sad anyway, don’t you want to relax?”

Scootaloo blushed losing any confidence she had in her voice, “I-I… she made me… I don’t know…”

A thought rang through Rainbow’s mind as her tone of voice got more serious. She held the filly in front of her making their eye contact complete, “Scootaloo, did Fluttershy touch you?”

Scootaloo nodded, “Mmmhmm, she was cleaning me, and I felt her hoofs grace my flower, and I- I felt weird alright?”

Rainbow smirked, “Scootaloo, she has to wash you there. She doesn’t want you getting an infection or something…”

Scootaloo shook her head, “I-I dunno, it just felt funny and I’m afraid she’ll make me feel that way again…”

Rainbow hugged the child, “It’s alright Baby, I’ll make sure she doesn’t alright?”

Scootaloo cocked her head to the side, “H-how are you going to do that?”

Smiling Rainbow shook the saddle bag from off her back, “Just a hunch, I bought some such to teach Fluttershy some boundaries. Hehe, I think I need to show her how a mare should really take care of others.”

“Y-You’re going to tell Fluttershy how to babysit? Have you babysat before?” Scootaloo asked clearly still confused over her idol’s remarks.

The mare chuckled at the child’s remark,”Hehe, something like that Scootaloo, something tells me after tonight Fluttershy won’t be doing anything that’ll make you feel uncomfortable alright?”

Eagerly grinning, Scootaloo hugged unto her friend even tighter, “Oh Rainbow! Thank you, thank you, thank you!”

Rainbow kissed her friend’s ear, “Hehe, you’re a lovely little one recently. How bout’ I get you out of that diaper and w’ell go with Fluttershy to the park alright?”

Scootaloo smiled, “A-alright! J-just set me on the ground!”

Rainbow smiled extending her hoofs, setting the child on her little diapered rump. A small *squish* noise sounded which alarmed the older mare a bit. Still, she helped Scootaloo lay unto her back and get into a comfortable position.

Like before, Scootaloo had her friend help her out of the onesie. Rainbow unbutton the onesie’s crouch but lifted her hoofs as she found her friend was more than capable of undressing herself.

Once Scootaloo had fully undressed herself, Rainbow made quick work to toss the balled up onesie to the side.

Feeling safe in the hands of her friend, Scootaloo sprawled her limbs in all four directions fully exposing her diaper and chest.

She blushed slightly as she felt the hoof’s of her friend gripping the tabs of her diaper. It didn’t matter though, she trusted Rainbow.

Rainbow looked away as she ripped the back tabs of the diaper away from the front. She grabbed her friend’s legs and pulled the diaper from underneath her. It was plain as day to see that her friend had wet herself.

Making sure not to dash Scootaloo’s confidence she smirked, “Hehe, somepony didn’t make it to the potty…”

A small bit of shame filled the child’s face as she tried to make an argument, “I-I just got really scared and I umm…”

“Woah, woah, woah! Scootaloo, it’s alright. I know you were in no circumstances to be using the bathroom. You just relax, it happens to the best of us.” The rainbow maned mare chuckled as she balled the diaper into a sanitary package.

Scootaloo blushed, “Hehe, yeah…” a smile appeared on her face, “thanks Rainbow Dash...”

Rainbow helped the filly to her feet, “No problem, now I want you to go over to the changing table and get yourself cleaned up. You’re bottom is still all powdery where there isn’t pee.”

“Right!” Scootaloo said before dashing over to her destination.

Rainbow wanting to give her friend some privacy made her way through the nursery and eventually into the living room. There Fluttershy was drying her mane on the couch…

Rainbow Dash made her way into the living room, and there she was; her best friend in the world. But no, this wasn’t just her best friend anymore; it was her best friend that was destroying her own relationships through lustful impulses. Yet still, Rainbow Dash approached her,

“Hey Fluttershy, what’s up?” the cyan pagasus said non chalantly pacing behind her friend.

Fluttershy remained motionless.

A mischievous grin met with Rainbow’s mind as she planned a wicked act. Crouching underneath her friend’s rump, she met her tongue with the base of Fluttershy’s most private parts. A quick lick made the mass infront her jump into the air.

“Rainbow Dash!” Fluttershy yelled looking downwards at her grounded friend, “W-what’s a matter with you? T-that’s very naughty!”

Rainbow Dash wanted to reply, but she was on the ground laughing her head off. Fluttershy’s reaction was gold. While trying to break from her laughter, Rainbow grinned, “Haha, Fluttershy! I see you’re a sensitive one aren’t you?”

The blond coated mare made it back to level surface with her friend. Blushing she answered, “Y-yes”. A part of Fluttershy wanted to deny her obvious lack of experience, but it was too apparent in that moment. Still, curiosity filled her mind. What was the point of that little act anyway?

“So Rainbow, what brings you out here anyway?” the pegasi asked tilting her head to the side.

The cyan mare sat down and yawned. A bit dazed from her chuckling she shook her head, “Awh, nothin’ much Flutters. I was going to ask if Scoots, You, and me could go to the park but it’s getting a tad bit late ain’t it?”

Fluttershy tilted her head back and forth biding her time, as if to balance the yes or no question. Looking outside it was obviously getting dark; Scootaloo and her must have slept in for a long time there.

The caretaker pony looked Rainbow right in the eye and nodded, “Mmmhmm, I don’t want my baby being eaten by mosquitos!

Rainbow raised an eyebrow, there was something a bit off putting about that statement, “You do realize Scootaloo isn’t a real foal right? Aren’t you and her just pretending?”

A sour note hit Fluttershy’s heart as she tensed up. How dare Rainbow say that? Scootaloo was her little foal and she wouldn’t ever put her in harm’s way.

What seemed almost like perfect timing, the filly in question stepped on the scene before Fluttershy had a chance to respond. Acting quickly, Fluttershy flew in scooping her daughter into a cradle. A barrage of kisses was delivered to Scootaloo’s face as she cooed to her child, “Scootaloo, my baby! Where’d your diaper go? Where are your clothes? Oh I’ve gotta get you dressed before-“

“Fluttershy! What the hell has gotten into you? You can go around babying Scootaloo, especially against her own discretion! It’s not right and you now it!” Rainbow Dash finished her statement stomping her hoof loudly across the room.

Fluttershy’s face filled with anger as she pulled her daughter tighter for a hug, “You’re not taking her away from me! Look at her! She’ll get hurt without her mother’s protection! Now stay out here while I clothe my baby, give her a bottle, and tuck her in for a nap.

Rainbow stomped her hoof pissed off by her friend’s increasingly ‘mothering’ characteristics. If she’d learned anything from the past, there was a good chance Scootaloo was in danger.

In a pit of fury, Rainbow watched in aggrivation as her friend carried Scootaloo into the nursery. The anger brewing in her mind kept increasing until she couldn't contain it anymore. With all her meager might, she charged turning her body midflight, she kicked the nursery door leaving a small crack in the wood.

“Pathetic.” Rainbow Dash muttered under her breath.

Despite to find out what was happening in the room, Rainbow pressed her ear up against the door;

“No- I don’t wanna!”

“But you have to Sweetie!”

“Please-I-I Please Mommy don’t!”

The sounds of light crinkling could be heard. It was Rainbow’s nightmare all over again. It was all over, Fluttershy had gone insane again…

*Inside the nursery*

“Please don’t Mommy! I don’t wanna wear it! The onesie is hot and I don’t wanna look like a foal!” Scootaloo yelled attempting desperately to get out of her attire that was being buttoned as she protested.

Why was Fluttershy treating her so bad, this was so much worse than anything her real parents did! What was the lesson to be learned here? There was none, this was Fluttershy being mental!

Scootaloo hissed at her caretaker as she yelled out in resistance, “Get off me you crazy bitch!”

Fluttershy covered her mouth with a hoof. Where had Scootaloo heard such naughty laungage? A forceful swat to her child’s brought Scootaloo to her belly as Fluttershy delivered several powerful blows to her daughter’s cushioned backside.

Scootaloo bit down on her sleeve as she felt several powerful smacks transfer though the soft cloud of padding on her backside and unto the fat of her hyde. She cried out in agony as she shouted, “I’m sorry! I’m sorry! I’m sorry!”

Fluttershy stopped what she was doing. What was she doing? Hurting a defenseless child for swearing? What had become of her? But no, this was all part of being a parent wasn’t it?”

Empathetically, Fluttershy reached her hoofs out gripping underneath her child’s arms. She brought Scootaloo into a cradle. As she rocked the child in her arms she cooed, “I’m sorry baby, Momma just doesn’t want you using bad language like that or you could end up turning into a bad pony?”

Still frustrated with her mother turned kidnapper’s actions she cried out, “Huh? Did your mother tell you that?”

Another sour note hit Fluttershy’s heart as she rationalized a response, “No sweetie, My Mommy never did anything to me that I didn’t deserve.”

Scootaloo lay defeated in the arms of Fluttershy. Everything turned to wrong so fast. All she wanted to do was check out who as screaming and then this happened…

“Can you just feed me now? I-I’m hungry…”

Fluttershy smiled setting the child down on the ground, “Alright baby, let me get you your pill first though. It’s an umm… supplement. It’ll help you digest food the way a foal your age should.”

Scootaloo as almost a hundred percent positive that wasn’t a good thing. She couldn’t argue though, the tears that dried on her eyes made her feel tired. She needed a break and cold milk sounded good to her.

The young filly watched as her mother flew over to a metal safe life device. From there Fluttershy delivered her a small pill; it was colored pink and smelled freshly formulated.

Questioning the very nature of the medicine, the filly raised an eyebrow, “What is this?”

Fluttershy smiled, it was one of her new concoctions she’d learn about. She knew the nature of the pill, the results exited; it’d make Scootaloo about as foalish as she could get. Keeping calm the mare smiled, “It’s supplement called, torpe”

“Will that hurt? That doesn’t seem like a thing.” Scootaloo said speaking in her most innocent of tones.

Without a doubt in her mind the caretaker mare lounged the pill into the filly’s mouth and waited in anticipation as she heard her daughter swallow.

Scootaloo stared upwards at her mother’s creepy optimistic stair, “What?” she called out concerned by the grin she was receiving. Fluttershy shouldn’t be doing these things, should she? What was that pill for?”

The care taker pony flew over to the padded play mat area of the nursery. Giddy with anticipation she called to her daughter, “Come on baby, come sit with Momma!”

Against her best judgment, the filly stood to her feet and traveled towards Fluttershy. Obediently the child sat in front of her mother trying to determine whatever was in store for her. Why was Fluttershy grinning so much? What was the point?

Fluttershy sat on her flank revealing her belly to the filly infront of her. She looked down at it, as if to give her daughter a hint. In her most cheeriy voice, the pagasus sang, “Alright baby, now Mommy knows this is a big step for you, but you need to be feed and I think you’re too young for bottles so…”

The filly’s body tensed up. Fluttershy wasn’t really going to breast feed her was she? Scootaloo try as she might, lost her high strung posture. Something relaxed her all of a sudden, “Y-you want me to breast feed?”

The much older pagasus nodded, happily at that.

A part of Scootaloo wanted to try and run away. But there was something so tantalizing about the site of her Mommy’s breast, and she was getting really hungy, and… and…

Scootaloo found herself crawling up towards her Mommy and sitting and on her own flank. Her eyes closed as she budged her head forward.

Wrapping her little tongue around Fluttershy’s nipples, she licked from the base of it upwards between suckles. She didn’t know what impulse her to do it, or why she kept doing it. She wanted to leave, she wanted to be in any situation but this but she just couldn’t move.

Fluttershy cooed praise as she felt her daughter move between each one of her mounds, “Good girl, some filly was really hungry wasn’t she?”

Tears fell from Scootaloo as she kept suckling away at Fluttershy’s exposed skin. Eventually Fluttershy ran out of milk and Scootaloo broke away from her mother’s breast. That was humiliating, why had she done it? Why?

Out of the corner of Fluttershy’s eye, the nursery door broke up in a flash of Rainbow colors. She felt something tackle her to her back, it as Rainbow Dash.

Fluttershy dazed from Rainbow’s act of aggression raised an eyebrow, “R-rainbow? Why’d you do that?”

Rainbow groaned. Why was Fluttershy being so blind? What caused her to do all this? What was wrong with her friend?! The cyan pagasus looked around the room, “Wha-why? I’ll tell you why! Scootaloo isn’t a baby! There’s no amount of diapers or clothing that can make her a baby! There’s no amount of diapers or clothing that can make any pony a foal!”

The caretaker stared almost confused by her friend’s words. No rational thoughts she could make off of the words.“I-I know I-I just- I wanted- I-I I’m sorry Rainbow!” Fluttershy said covering her face with her very own two hoofs.

Ignoring her heart broken friend the Rainbow attended to her filly friend, lifting her to her own two hoofs. She kissed her friend on the forehead, “Are you alright Scoots? She didn’t violate you anything did she?”

Scootaloo frowned looking over Rainbow’s shoulder and at her Mommy figure, “N-no, s-she gave me a pill though. I-is Fluttershy going to be alright? Please tell she will!” Why the filly said those words made no to herself. Everything she was speaking felt weird, almost like she was starting to see Fluttershy differently than what she was really seeing.

Rainbow smiled cradling the filly in her arms, “I promise Mommy will be all right. I won’t hurt her, I promise.” She said pecking the child on the forehead a few more times.

The cyan pagasi closed her eyes before setting the child down. She knew what to do. Confident in her abilities to guide her friend Rainbow put her hoof gently on the child’s shoulder, “Listen Scoots. I’m going to need you to lock yourself in Mommy’s room alright? No matter how much hollering or crying, you stay in there! I also want to stay in the jammies your mommy left you in, I’m not sure what that pill she gave you will do to you, but it’d be best if you not have an accident. I’ll be up once I put Mommy to bed.”

Obedient to her idol, the filly scampered quickly away from the scene before her. She shut the door closed, locking the two mares with each other in the nursery.

Once Scootaloo was out of Rainbow’s site, she shifted focus at her mare friend. Obviously Fluttershy was devastated by her last remark, maybe it was a little too brutal. She stepped lightly infront of her friend, striking a look of sympathy in her eyes.

Fluttershy sat on her rump still cowering from her assault, “I-I’m sorry.” She muttered trying in a futile battle to dry the tears still running down her face.

It was clear to Rainbow that Fluttershy wasn’t doing these things with intention to harm, maybe something was provoking her to treat Scootaloo like this.

Rainbow sat infront of her friend, bringing her in tight for a hug, “I’m sorry too Fluttershy…”

“W-what?” Fluttershy asked, confused by the mix actions of her friend.

Rainbow pecked her friend on the neck before nuzzling her shoulder, “I’m sorry that I’ve been mistreating you, I’m sorry that I ever let you take advantage of Scootaloo, I’m sorry I didn’t help you deal with these feelings of yours…”

Fluttershy looked at her friend confused. She wasn’t fully sure she knew what Rainbow was talking about. “W-what do you mean ‘take advantage’ of Scootaloo?”

Rainbow frowned, “Fluttershy, she told me you rubbed her the wrong way when you were cleaning her…”

A look of sudden confusion washed against Fluttershy’s face as she came to realization of what might have been going on, “No, no no no. Rainbow, I thought she wouldn’t mind if I cleaned her. I mean she is a filly. I-I know I’ve been treating her like a foal, but I just got carried away in making her feel um… cozy.”

The cyan mare smiled as she understood Scootaloo was no longer in immediate harm, it was all a misunderstanding. Still, the matter of Fluttershy’s advancements still lingered in the air. Rainbow closed her eyes, “B-before I do what I’ve wanted to do for a long time, answer me this. Why have you been relentlessly trying to regress Scootaloo, especially if you know she’s not a foal?”

Fluttershy tensed up a bit as she relied more and more on Rainbow’s hug for leverage, “I-I just saw this poor little filly, all cold and alone in this world…” Fluttershy pushed herself away from Rainbow’s hug. She repositioned herself so that her hoofs rested on Rainbow’s shoulders, their eyes meeting eachother in a stair, “a-and I wanted to show her that just because the world is a cold place, i-it doesn’t mean her home is. I just wanted to show her that she has a warm and loving place to turn to and that she has a Mommy she can rely on. I-I understand know I was letting my pride get the better of me, that was my fault.”

The corner of Rainbow’s mouth turned up as she cracked a grin at her friend. That was much easier than anticipated; hopefully Fluttershy’s remarks were genuine. Regardless, it was time she did what she was planning on doing. Perhaps a bit earlier in the day than she anticipated, still if there was a time to do it, it was now.

A sigh escaped Rainbow’s mouth before she spoke, “Fluttershy, baby. I want you to lay on your back alright?”

Something inside Fluttershy made her fellow blindly as she hooked onto ever word of Rainbow’s. Fluttershy lay on her back placing her fore hoofs on her chest, patiently awaiting her friend’s next request.

Rainbow Dash trailed to the changing, grabbing several of her supplies in her hoofs. Patiently she moved her hoofs in the process of unfolding a diaper. The power of humility that came with diapering another pony felt great, for her to be stronger one of the two again was nice.

“Lift your legs please Honey.” Rainbow said ready to start the diapering.

Fluttershy blushed as she raised her bottom, she blushed even harder when she lowered it and felt her bottom cushioned by the soft padding of her diaper. She felt her the powder splash against her bottom and crotch, and she felt the diaper tape shut snug around her waist.

It’d been almost a year since she had felt the cozy feeling of a diaper around her waist, it’d been even longer since another pony had done it for her. Naturally a smile came over her face knowing that Rainbow was doing this for her. Her heart melted at the thought, she had another pony to share this special feeling with whenever she wanted. It felt great, even if she was the baby. She had someone that understood and loved her!

Fluttershy kicked her hoofs playfully as she squeed in delight.

Rainbow smiled in admiration as she made her approach to the bag which she brought in earlier. She opened it, pulling out a light pink diaper cover. Fluttershy turned her head to the side; she lifted her legs as she felt the cover slip over her diaper.

“Aren’t you a cutie?” Rainbow said stepping over her friend.

In an act of little modesty, Fluttershy nodded in agreement with her friend. She let Rainbow pick her up high in the air and carry her into her crib.

Acting as motherly as she knew how, Rainbow bit down on the cribs heavy blanket and pulled it over her friend.

Fluttershy watched as the pink and baby blue bear blanket she’d used for so many years covered her up to her chin. It felt so soft, and made her feel so warm. She grabbed the nearest stuffed animal from beside her pillow, it was Mr.Snuggles, the teddy bear which she cherished since she was a filly!

Rainbow couldn’t help as she saw her mare friend look so content. She looked to her side at the pacifer she’d used for several weeks. She handed to Fluttershy, and Fluttershy graciously accepted it.

The air was filled with tension as Rainbow ducked her head down kissing her filly friend gently on the forehead. In a bit of regret for her previous remarks she spoke, “I’m sorry I told you all those lies about babying other ponies. You make a lot of good memories, warm ones doing what you do. I-I got that diaper cover from rarity…”

Subconciencely Fluttershy reached a hoof under her rump as if verifying the diaper cover’s exsistance. This almost seemed like it couldn’t be happening, but it was, and she liked it a lot.

Rainbow used a hoof to brush Fluttershy’s mane to the side of her face, “I-I told her I wanted to pay you back the favor. I mean, I didn’t really like my experience cause’ living as a foal for so long really ruins your spirits. That diaper cover has your name and cutie mark on it by the way, I-I got one made for myself. You know? To wear some other time…”

A blush made its way across Rainbow’s face, “I-I know it’s dumb but I want you to baby me again one day. I wanna be your baby like I know you wanna be mine. As long as we leave Scoots out of our little taboo I’ll always help you out…”

Fluttershy’s eyes lit up as she smiled as genuinely as she could. There was nothing coming out of Rainbow’s mouth that she didn’t want to hear. Her ears perked as she listened to the last of her friend’s remarks.

The cyan mare coughed, “I-I got to talk to Twilight too. She wants to do something with you tomorrow. J-just know that I love you alright?” she leaned in kissing her friend softly on the forehead, “Goodnight Fluttershy.”

As Fluttershy watched her friend gently flutter her way out of the crib, she felt the urge to say something but remained quiet. Everything about what her friend said made her feel alright, even if only for a few minutes.

She cracked a grin. Everything about her felt so cozy and warm. Her fuzzy blanket, the poofy diaper hugging her waist and padding her bottom, it all felt so nice. She closed her eyes, and everything went dim…

Meanwhile Rainbow Dash had made her way into Fluttershy’s bedroom. She fluttered atop of the bed noticing the child was already half asleep beneath the covers.

“Hey Kiddo, feelin’ tired already?” Rainbow said crawling under the covers in front of her filly friend. Scootaloo might be a little bit harder to console.

Scootaloo had a frown on her face. So many worries filled her mind, not only of her own life but of her mother’s. That pill definitely did something to her, she was just worried but content all at the same time.

She hugged her tiny hoofs around Rainbow’s stomach as she laid her head on her idol’s chest.

“Y-yeah” she meekly answered, unable to display her true demons.

Rainbow hugged the child back like before. She wrapped one hoof around the child’s bottom and another around her back, “You sure had a rough day Scoots, I’m sorry things got so out of hand. I assure you Fluttershy was just having some mommy issues. She had an umm… ‘interesting’ past with her parents to say the least.

Scootaloo looked up, her eyes peeking from behind her friend’s coat. “W-were her parents neglectful like mine?” she asked, a hint of embracement in the tone of her question.

Rainbow shifted her eyes back and forth trying to come up with an explanation, “Nah, they were real protective. Overprotective at that. If Fluttershy ever does something ‘controlling’ you should know that she just know any better. But hey, don’t worry Scoots. Your big sis will be around her help you out, I think I’ll be living here from now on…”

Scootaloo smiled as she questioned her friend’s authenticity, “R-really?!”

The cyan pony nodded, “Yep Scoots, I think we’d make a pretty cool little family.”

The filly’s optimism faded as soon as it came. The reality that she’d taken a mysterious pill was still evident, “A-am I going to become a foal like you were Rainbow?”

The older pagasus smiled warmly as she kissed her little sister on the head, “Aye, don’t worry about it Scoots. Your mommy’s word is good, and I know she’d never hurt you…”

Scootaloo shifted a bit, trying to accommodate for the soft padded diaper that was separating her legs.

Rainbow hugged her little sister tighter as she leaned in kissing the filly on the forehead as she closed her eyes, “Besides Scoots, a baby or not. I’ll always love you, just the way you are.”

The Next Day...

Fluttershy was happy about her new life, but she wanted..more. "I want to be pregnant.. but how.." Fluttershy wondered. ''I know!"

Then she went to the nursury, where scootaloo was. ''Scootaloo is asleep, Perfect..'' Fluttershy said a bit evilly.

1 minute later..

After eating scootaloo, she felt full, satisfied, ...and pregnant. She rubbed her new round stomach. ''this might work..''

Scootaloo woke up. She saw that it was dark, tight, and smelly. ''Hello?!'' Scootaloo called out.

''Oh! your awake!'' Fluttershy said. ''WHERE AM I!!'' Scootaloo yelled. ''Why, your in my stomach of course!'' Fluttershy said happily.

Rainbow Dash came in, hearing all the noise. ''Now whats all that rack-'' RD stopped dead in her tracks. ''Uh, wheres scootaloo?'' she asked.

''I'm in here!'' Scootaloo yelled from Fluttershy's stomach.

''What the hay, Fluttershy?!'' RD yelled. ''I tried to adjust to this, but straight-up EATING scootaloo?! you took it TOO far this time!!''

''I.. just wanted to-''

''NO, Fluttershy! You've crossed the line! now spit scootaloo out and GET OUT!'' Rainbow Dash yelled.

Fluttershy did as told, and left the room.

''Ugh, i don't feel good..'' Scootaloo said weakly.

''Oh, scootaloo, your a bit digested... oh that sick pony is gonna pay!'' RD said.

4 hours later...

Now that scootaloo was in the hospital resting, it was time for Rainbow Dash to deal with Fluttershy..

She made a cookie that said 'i'm sorry!' on it, and RD added some poison to it.

''Fluttershy! i made cookies!'' RD shouted from below.

''hm, i could use a cookie or two..'' Fluttershy thought.

Rainbow Dash set the tray of cookies on the table. ''i hope she chooses the poisoned cookie..'' RD thought.

Fluttershy went downstairs, and sat down. Sure enough, she chose the poisoned one. ''Yes!'' RD said under her breath.

''Yum, this cookie is good! what is in it?'' Fluttershy asked.

''i MAY have added a bottle of poison to this here cookie..'' RD said, feeling proud.

''What?!'' Fluttershy exclaimed. soon, she passed out.

10 minutes later..

Fluttershy woke up in a basement, confused. Then she realized she was strapped to the wall.

''Whats happening?!'' Fluttershy said, scared.

Then Rainbow Dash came in. ''If you must know, im going to kill you.'' RD sneered.

Fluttershy started to cry. ''No! Please no!'' she begged.

''Too. Late.'' Then RD started gutting her. Fluttershy screamed in agony. Soon, she was dead.

A few weeks later...

''well doc, is scootaloo ok?'' Rainbow Dash asked franticly.

The doctor sighed... ''Im sorry. she didn't make it...''

''i.. have to go...'' RD said, voice breaking. She went outside, plopped on the grass, and cried like never before. After 5 minutes of sanity draining from her, she snapped.

1 MONTH LATER...

Rainbow's sanity recovered. but she saw everyone was dead.. she realized there was nowhere to go back to, so she grabbed the knife she had, stained with the blood of everypony in ponyville, And stabbed it in her head.

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