//------------------------------// // things aren`t right // Story: The ultimate surprise // by shadowshild612 //------------------------------// Dillan yawned as he got back to Ponyville in the morning, noticing the streets were eerily empty. "Where is everyone?"  Dillan glanced around and noticed a pony slamming the door of their house in fear, making him look down sadly before he went to twilight's castle and knocked. The door opened and Spike was on the other side. “Hi Dillan, what's going on?” "Just wondering where everyone is." Dillan said, gesturing to the empty town.  “Huh…strange, it’s like back when Zecora came to town.” Spike said with a hum. Dillan frowned a little at that. "Oh…"  “Come on inside.” Spike said as he stepped aside. Dillan stepped inside the castle, and followed the young dragon as they walked.  Spike led him to the library, where Twilight was reading. “Maybe Twilight will know what's going on.” "Hopefully." Dillan mumbled.  “Hey Twilight, Dillan’s here” Spike called out. Dillan rubbed his arm sadly as Twilight came out. "Dillan? What brings you here?" "Um… just wondering why the town is empty." Dillan said.  “It is?” She asked as she stood up. "Yeah." Dillan nodded. “Strange, I am sure the whole town has already learned not to judge somepony by their appearance.” She said and started walking over. Dillan looked away sadly. "That means nothing when the person you're judging can change into different appearances."  “Don’t be like that, you saved the CMC, you are a hero.” Twilight said as she put a hoof on his leg. "Twilight, even it doesn't matter if I did that… all they see is a new creature that can turn into new and scary monsters." He said with a sad sigh.  Twilight frowned. “I am sure they will warm up to you.” She said, trying to cheer him up. “Maybe Pinkie is making a party for you or something.” "She already did that remember?" Dillan asked with a chuckle. "And I'm not sure… I'll always be unlocking new aliens… hell three ponies fainted because of a bunny stamped."  Twilight hummed as she tapped her chin in thought. “We could hold a town meeting and show everyone your aliens, and that they aren’t a threat.” "No, the ultimatrix isn't a toy and has a limited power supply. I need to save it for emergencies." Dillan explained.  “We can still show drawings of your aliens, right?” Twilight suggests. "I suppose so, but telling them they aren't dangerous is dangerous. I mean what if a foal or filly mistakes a random alien for me?" Dillan asked.  “Don’t you have anything to identify you from other aliens?” Twilight asked. "Yeah, the Ultimatrix symbol." Dillan said, pointing at the Ultimatrix. "But it can be hard to spot."  Twilight rubbed her chin with a thoughtful hum. “Ok, well it is better than nothing, we can make a large poster showing the symbol and say anyone with that can be trusted.” "That's… a bad idea." Dillan said. "The ultimatrix symbol is the same symbol as the plumbers, an intergalactic police force. Problem is it's also their badges and they can and have been replicated by criminals."  Twilight rubbed her temple. “Ok…um…maybe try…” She starts to walk back and forth. “Why don’t we just talk to them and say they are being silly, they are acting like they did with Zecora.” Spike suggested. "Ponies might take offense to that." Dillan said. "After all they are entitled to their fears."  “Still, I thought they learned this lesson already.” Spike said while crossing his arms. "And you learn a lesson the first time?" Dillan asked him with a small smile.  “Sometimes.” Spike said, with a light blush growing on his face. “Hmm well what would you like to try?” Twilight asked Dillan. Dillan sighed softly. "As much as it might hurt, I just need to let them be them… even if it means they ignore or run away from me."  “Can’t you turn into a pony now and then to interact with others besides us?” Spike asked. Dillan nodded. "Yeah I could but… I want them to know the real me. Not some disguise."  “They will, I am sure of it.” Twilight said with a smile. “How about we hang out with our friends?” Dillan smiled softly. "Sure, that sounds fun." Twilight smiled and lifted Spike onto her back. “Then let’s get going.” "Where to?" Dillan asked, putting his hands in his pockets.  “How about we check on Pinkie first.” Twilight suggested. Dillan nodded. "Alright." The three of them head out of twilight’s castle. “Hey Dillan, your watch thing, it lets you turn into anything right?” Spike asked. "Anything that's smart enough to learn how to talk, why?" Dillan asked.  “Do you think you could turn into Discord?” Spike asked with a gasp. “Spike, that's not funny.” Twilight said with a frown. "Sure can." Dillan said. "I mean I can turn into a Draconequus, not Discord himself. My form is a mix match of different DNA from the ultimatrix."  Twilight looked a bit worried at that. “Isn’t that dangerous? What if Discord corrupts you?” Dillan looked at her in surprise. "Wow, isn't discord your friend? Some princess of friendship. And as for what you said, he removed his own personality from my scan when I got it. You really think he'd do anything to put you all in danger? Even Fluttershy?"  “Well…no, but his magic is unpredictable.” Twilight said. "Twilight just because you didn't understand something doesn't mean it's dangerous." Dillan said with a chuckle as they entered Sugar cube corner noticing all the food and dishes dancing around. “What the hay?” Spike said in shock. Dillan chuckled a bit and pointed to Discord who was keeping the cake twins entertained. "Looks like someone's a babysitter." “Well…that's a surprise.” Twilight said. "I can hear you." Discord said, still playing with the twins. "The cakes and Pinkie had to make a few deliveries so Pinkie asked me to help watch these two."  “Wow, I would have thought they would annoy you.” Spike said. Discord laughed. "nah, I've always liked foals. They're cute. If you'd noticed even when I took over equestria, I always made sure not to hurt any kids. They're so chaotic and loved all the chaos I made!"  “That makes sense I guess.” Twilight said with a sigh. “I guess Pinkie is busy, we can check on the others.” "Oh? Going on a little friendship roundup?" Discord asked, suddenly riding a fake horse with a cowboy hat, causing the foals to giggle and laugh.  “Kinda, we are trying to cheer up Dillan because the town’s ponies are acting strange.” Spike blurted out, causing twilight to nudge him with a wing. "Acting strange?" Discord asked, making the items disappear. "are they hiding like they did when Zecora came to town?"  “Yes they-hey! How do you know about that? You were still in stone when that happened.” Twilight said. Discord and Dillan both sighed. "You know Twilight just because you girls find me annoying to talk to doesn't mean everyone does, Fluttershy told me all about your adventures."  Twilight bushed and lifted a hoof. “O-oh right.”  "So they're hiding from you huh?" Discord asked Dillan. "I'd like to help but that time traveler told me not to."  "Paradox?" Dillan thought to himself.  “Time traveler?” Spike asked but Discord was busy playing with the foals. Dillan looked back outside and sighed softly. "Well, thanks anyway Discord. See ya later." He said as he walked outside.  “So long, little human, I am sure things will work out, look at how they treat me.” Discord said just as a pony walked in, screamed, then ran away. Dillan sighed softly at that as the three of them continued to walk. “Hey, maybe she was scared of Discord and not you.” Spike offered, "Ponies would be used to Discord by now." Dillan said, with a sigh noticing some ponies looking at him in fear from their houses.  “There has to be a reason for this.” Twilight said with a frown. "Face it Twilight, creatures are just naturally afraid of things that they know nothing about." Dillan sighed.  “But that's what Pinkie’s part was for, to help them get to know you.” Spike said. Dillan stared down at the ground more, staying quiet as they walked. Twilight and Spike looked at each other for a moment before Twilight says. “Let’s try meeting up with Fluttershy.” Dillan nodded a bit again, still staying quiet. The three of them walked up the path to Fluttershy’s home. “Hey Dillan, have you tried your dragon scan?” Spike asked. "No, I was ordered to rest, remember?" He chuckled softly, rubbing his injured shoulder.  “I wonder what you look like as a dragon.” Spike said while rubbing his chin. "Who knows, all I know about the scan is it'll be like all the others. I'll turn into the dragons age appropriate form for a 30 year old, and I won't have any illnesses or handicaps."  “Wow, uh maybe not be in town when you test that form out.” Spike said with a nervous chuckle. "Why? I'd be bipedal like you most likely and not large." Dillan chuckled.  “I’m only thirteen, and thirdy could be huge!” Spike said. Dillan chuckled softly. "Spike dragons that big have lived almost as long as Celestia and Luna. I'd probably become the same size or so as Garble."  “Oh.” Spike said and blinked. “You won’t turn into a jerk like him would you?” "Nah, personality has nothing to do with my transformations, just base instincts." Dillan smiled a bit as they approached Fluttershy's cabin.  “Oh that's good.” Spike said. Dillan glanced back at ponyville with a sad look as Twilight knocked on the cabin door. The door opened and inside was Fluttershy, she eeped softly. “O-oh h-hello Twilight, Spike, D-Dillan.” "Hi Fluttershy." Spike said with a smile, while Twilight hugged her.  “Wh-what brings you all here?” Fluttershy asked while shyly leaning near her door. "The whole town is hiding from Dillan." Spike said, while Dillan looked around the cabin area sadly.  “Oh my, how horrible…um…maybe a pet would help?” Fluttershy offered. Dillan sighed softly. "Maybe, but I don't think I'm… ok enough to have a pet yet."  “Oh..um would you like to help take care of some of my animals?” She asked. Dillan looked around a bit, before shrugging sadly. Fluttershy looked around before she picked up a little bird and held it up to Dillan. “How about you make a new friend?” Dillan smiled a bit and gently rubbed the bird's sleeping head. "Hey little buddy." He said, getting the bird to wake up and yelp in fear before flying away making him watch it go sadly.  Fluttershy flinched a bit. “I…um…sorry.” She said softly and hid behind her mane. Dillan looked down at the ground. "It's not your fault…"  “Maybe it just didn’t know you were a friend.” Spike offered. "Maybe…" He said, looking away. "Or maybe I shouldn't have left my home…" Twilight frowned and stomped a hoof. “Nopony should be alone and isolated.” Dillan sighed softly. "I'm not a pony…" He muttered, before turning and walking away. "And I was referring to my dimension, maybe I shouldn't have left."  Twilight’s ears fold back. “I didn’t mean it like that. You shouldn’t isolate yourself.” Dillan paused for a moment, before shrugging. "Maybe… maybe not." He said before walking away.  The ponies and dragon look at each other, not sure what to do. Dillan sadly and slowly walked back through ponyville, ignoring the ponies as they ran and hid. Snapping out of his stupor as a small pony bumped into his leg. "oh sorry…" the pony said, as Dillan looked down at Scootaloo.  "Scootaloo?" He asked, confused, noticing the tears in her eyes. "Hey, what's wrong?"  “My dad had to leave again, something about an important mission for the princess or something…” She said and kicked the ground with a hoof. Dillan frowned a bit, while kneeling down. "Well I'm sure he's doing an important job right? And don't you have your mom?"  Scootaloo frowned at the mention of ‘mom’. “If you mean the mare my father married…yeah…she is at home, so I want to be anywhere but.” He looked at her with a slight frown, Putting his own problems to the back of his mind as he rubbed her head. "She's that bad huh?"  Scootaloo’s wings buzzed with irritation. “I…can’t talk about it…” She said before trying to walk away. "Even if you can't talk about it, if you leave now you'll miss out on the ice cream." Dillan said, smiling softly.  Scootaloo froze. “Ice…cream?” "Yeah, from sugar cube corner. I was just about to head there to get some. I thought you'd want some too but I guess not." He said with a playful shrug.  Scootaloo danced on her hooves, unsure before she sighed and walked over to him. “Ok, I will go, but no asking about…her.” Dillan smiled and nodded. "You got it." Scootaloo started following him before she looked around. “Geez…adults are weird.”  Dillan sighed softly and glanced around as the ponies slammed windows and doors shut. "yes, they are…"  “I think it is cool that you saved us from that huge thing so easily, I don’t understand why they are scared.” Scootaloo said with a shake of her head. Dillan smiled softly at the young filly. "Because they're afraid of what I could do, they're afraid I'll end up destroying this town." “Well that’s stupid, if you wanted to do that you would've already done it when you first arrived.” She said with snort. Dillan smiles softly at her. "You're a smart filly scoots."  “Of course I am!” She said with a proud smile. Dillan chuckled softly again as the two entered Sugar cube corner, the restaurant having filled up in occupancy since Dillan, Twilight, and Spike left. The human frowned softly as all the ponies in the establishment stopped talking and looked at him in fear, and a few in anger at him coming back.  “The heck is wrong with them?” Scootaloo asked as she walked up to the counter. “Mare up all of you, Dillan is nice!” The ponies all turned away not speaking as Dillan slowly made his way sadly to the counter. "It's alright Scoots…"  “No it’s not. You are a good guy, they are just being stupid.” Scootaloo said with a huff. The ponies in the restaurant glared at her while Dillan shook his head. "Scootaloo it's not stupid, all creatures are entitled to their own fears." He said as the cakes and Pinkie tried bringing a piano through the back door.  “But you saved us!” Scootaloo said. "And they're afraid of those powers." He said, sighing softly.  Scootaloo huffed and crossed her hooves. “I don’t like it.” He smiled again, rubbing her head before looking at the cakes and Pinkie pie who were struggling to move the large piano. Dillan glanced at the fear stricken faces of the towns ponies and sighed, walking over to the three of them and popping up his Ultimatrix turning into a large red alien with four arms, before he picked up the piano alone, shocking and scaring more ponies. "Where to?"  "O-oh my! T-thanks you dearie! Right over there, we're having a new stage put in so ponies can hear music as they eat!" Miss Cake said, pointing to a stage.  Scootaloo turned to the rest of the ponies. “See!? He is nice and kind! Helping even though you all are shunning him.” Dillan smiled softly as he put the piano on stage. "How can we really trust him!" A mare yelled. "For all we know he could be loling us into a false sense of security!"  “That’s stupid! Dillan saved me and my friends, then we saved us all from that big thing! Also the princesses trust him, so why don’t all of you!” Scootaloo yelled. "Scootaloo." Dillan said, turning back to normal with a sad smile. "It's alright, I appreciate you trying to help, but you can't force others to like me." "Well, whether they like you or not Dearie, you're welcome here anytime. Now what can we get you?" Miss, cake asked with a smile.  Scootaloo’s ears fold down. “But…” Dillan smiled softly and rubbed Scootaloo's head gently. "We'll take two of whatever Scootaloo wants."  She looks up at the menu. “Uh… chocolate shake with…cookies?” "What kind of cookies deerie?" Ms.cake asked, while noticing a few of her other customers looking at Dillan with mixed expressions.  “Um…is peanut butter ok?” Scootaloo asked Dillan. Dillan smiled softly. "Of course, they're my favorite kind of cookie."  She smiled and looked back at Ms.Cake. “Those please!” Ms. Cake giggled and nodded. "Have a seat, we'll bring them out soon."  "But I haven't paid." Dillan said with a small frown.  "You helped us big time with that piano, it's on the house." Mr. Cake said with a smile as Pinkie bounced up and down with a toothy smile.  “See mister Dillan, not everypony is scared of you.” Scootaloo said with a smile. Dillan smiles softly and rubs her head again. "Thanks squirt, now let's go sit down." He chuckled, going over to a booth as a few ponies moved away from them.  “What are you going to do today after this?” Scootaloo asked as she sat down. Dillan hummed a little, while looking outside. ' "Not sure, any suggestions?"  “We could go watch Rainbow practice her flying!” She said with a grin. "Alright, maybe we could even join her." Dillan said with a small smile.  “We could?!” She asked with pure joy. Dillan and all the other ponies couldn't help but chuckle at her excitement, while Dillan nods. "Sure, if she's ok with it. You can ride on my back when I turn into a pegusus."  “Cool! But can you keep up with her?” She asked him. Dillan laughed a little before Pinkie set their drinks and cookies on the table. "We'll see." Scootaloo starts eating right away. “Thank you for the food!” Dillan watched her eating as if she hadn't in days, as his eyes turned to her slightly skinnier stomach that could be mistaken for an athletic form. "Scootaloo… how long has it been since you've had a proper meal?"  “Huh?” She looked up at him with a cookie hanging from her mouth. “Uh, about a day…I think.” Dillan stared at her for a longer period of time this time, before gesturing for pinkie to come over. "Hey Pinkie, can we get a large stuffed crust extra cheese pizza as well?"  "Oki doki Loki!" Pinkie said with a smile, vanishing behind the counter.  Scootaloo’s eyes widened as she started to drool. “Wow, a whole pizza? Is it your birthday or something?” Dillan smiled softly at her, shaking his head. "Nope, but it isn't every day I get to hang out with a new awesome friend am I right?" He asked, holding his fist up for a fist bump.  She smiled and hoof bumped his fist. “Cool!” Dillan smiled at her and rubbed her head playfully as Pinkie brought out the stuffed crust extra cheese pizza. "Here ya go!" She said with a smile.  “Oooo.” Scootaloo said as she drools. “How many slices can I have?” Dillan smiled at her. "As many as you want, just make sure you eat them slowly ok?"  “Ok!” She takes the first slice and starts inhaling it. "I just said eat it slowly." Dillan laughed softly.  She looked up with a mouth full of pizza. “This is slowly.” She said, still full of pizza. Dillan raised an eyebrow. "You're eating it like you'll never taste it again." She blushed a bit and slowed down her chewing. “Sorry.” He smiled softly and rubbed her head gently. "Hey don't worry about it, just enjoy it ok?"  She nodded her head and continued to eat. “Thank you again mister Dillan.” "You don't have to call me mister, just Dillan is ok." He said with a smile. She nodded her head as she looked down at the pizza. “Ok, do you know if Applebloom or Sweetie Belle are busy?” "No idea, we could find you if you want to." He said with a small smile.  “Maybe after Rainbow.” She said and finished her slice. “If they are busy I may just hang out in our clubhouse.” Dillan smiled softly, eating a slice of pizza as well. “Do you promise to not leave?” She asked quietly, so quietly in fact Dillan almost didn’t hear her. Dillan smiled softly again at her. "I'm your friend Scoots, no matter what I'll never truly be gone."  “But the adults are being mean to you…you might leave Ponyville forever.” She said sadly. "Scootaloo…" Dillan said with a sad frown, glancing around as the ponies near them all looked down at the sad Statement. "You know no matter where I go I'll be your friend right?"  “Yeah…I know.” She said before sighing and setting down her pizza slice. Dillan smiled and gently picked her up, rocking her a little. "I promise I'll never leave, if you ever need me I'll be here."  “Really?” She asked as she looked up at him. He nodded with a smile. "Of course, if you ever need anything, anything at all. Just come find me ok? I'll be there in a flash."  She looked away for a moment before she asked him. “Could you hurt someone who is bad?” "Well, that depends on how bad they are." He said.  She looked down for a moment before quietly saying. “Let’s go find Rainbow…” Dillan frowned and looked at the rest of the pizza. "Don't you wanna finish eating first?" “I…shouldn’t be a greedy foal…” She said and got up before she started walking out of the restaurant. Dillan frowned and packed up the pizza, and drinks paying for the food before quickly following Scootaloo. "Scootaloo… you know you're not a greedy foal for wanting to eat right?"  “I’m ok…” She said with a sigh and looked ahead. “I don’t want to get in trouble for spoiling my appetite if there is dinner at home.” Dillan frowned as he looked at her for a moment, sighing softly. "No one knows your stepmom isn't feeding you properly do they?"  She flinched and looked down. “She feeds me.” Dillan looked at her. "How much and how often?"  “Enough.” She said quickly and started walking faster. "Scootaloo." Dillan said, stepping on her tail gently to stop her from moving. "I'm not going to tell anyone." He said, kneeling In Front of her with a soft smile. "I just wanted to let you know if you need something to eat, or someone to spend time with. Find me. I'm always open to see you. Ok?"  She was quiet for a moment before she looked away. “Ok.” Dillan smiled softly and ruffled her mane. "Come on, let's go see if Rainbow can show us some moves."  “Ok.” She said as they headed to a park. The two watched as a Rainbow blur flew across the sky of the park, spinning and whipping around. “Wow, Rainbow is so awesome.” Scootaloo said. Dillan smiles softly at her. "She sure is, so are you."  “I’m ok, but nowhere near as cool as Rainbow.” She said with her eyes glued to the blue mare in the sky. "Don't sell yourself short, kid." Dillan smiled softly as Rainbow noticed the two.  “Hey you two!” She called out before coming in to land, doing a backflip in the air before landing. “What's up?” "Hey Rainbow, Scootaloo here wanted to watch you practice… hey aren't you supposed to be resting?" Dillan asked with a raised eyebrow. "Didn't you just over heat the other day?"  Rainbow looked at him with a smirk and smug look on her face. "Hey, I'm too awesome for that. Besides I could say the same about you with your shoulder messed up."  "Ya got me there." Dillan chuckled softly.  Rainbow looked around conspiratorially. “Just don’t tell Twilight, I know not to push myself too hard but sitting still drives me crazy.” "I know the feeling." Dillan chuckled, while smiling at Scootaloo. "Scootaloo was hoping we could join you. But since we can't do anything too extreme how about we all just fly around?"  “Sure, but are you sure you can keep up?” Rainbow siad with a teasing smirk as she poked Dillan’s chest. Dillan chuckled softly. "I guess we'll find out."  Rainbow smirked and stretched her wings. “Do you already have a winged form?” Dillan grinned back. "Six."   Rainbow smirked. “I bet they are cool.” He shrugged a bit. "I mean I have one that can fly at the speed of light."  Rainbow’s eyes widened before she frowned. “Is that fast?” Dillan grinned as he popped up his Ultimatrix and turned into a light black pegasus with blue hair. "Maybe you'll find out one day."  “One day? How about a race? If I win you have to show me that form, if you win…I don’t know.” Rainbow said with a shrug. “Oooh! What if he wins he gets to have the honor of going on a date with you!?” Scootaloo suggested. The two adults blush deeply as they both stare at Scootaloo in shock. "W-what!?" The two said together.  Scootaloo shrugged. “What? You are both cool and winning a date with Rainbow sounds pretty cool.” Dillan and Rainbow blush deeper and glance at each other before looking away. "H-how about she just gives me like 50 bits?"  "I-i'm ok with that." Rainbow dash said.  Scootaloo shrugged before smiling. “It's not like Dillan will win. Rainbow is the fastest mare alive!” Dillan chuckled softly as he popped up his Ultimatrix. "Key word there, fastest mare. I'm not a mare." He said, turning into a red stingray like-alien.  "Meet Jetray!"  “Why did you change into a pony then into that thing?” Scootaloo asked. Dillan grinned a bit. "I'm used to flying with it more, I haven't practiced with my pony form yet." “It doesn't matter, I will still win.” Rainbow said with a smirk. Dillan smirked back at her. "Oh? Then how about we do what Scootaloo said, if I win you go on a date with me." He said making Rainbow blush. "Ha, from that face alone she won't accept-"  “Fine! You're on, but now if I win you gotta do whatever I say for a whole day!” Rainbow cut off his thoughts. Dillan blushed again but grinned. "Alright, just don't overheat again."  “Oh please, that was a fluke.” Rainbow said while waving her hoof. "Sure it was, so where are we Racing to?" He asked her with a grin.  “This will be simple, just a lap around Ponyville.” Rainbow said as she stretched her wings. Dillan nodded and got into position. "Go!" Scootaloo yelled as the two took off at high speeds, with Dillan outspeeding Rainbow.  Rainbow did her best but couldn’t keep up, especially with her body not being in top condition at the moment. Dillan glanced back at her and slowed down a little, enough to stay in the lead but close enough to talk and keep an eye on her. "You're not giving up are you?"  “No bucking way!” She said while breathing heavily. “You just got a head start.” Dillan smiled softly and kept flying ahead of her, keeping his eye on her so she wouldn't hurt herself as they grew closer to the park again after lapping Ponyville. Rainbow tried to go faster but just couldn’t pass Dillan, when they landed she fell to her belly panting. “Darn it…i lost” She said. “Rainbow!” Twilight yelled as she ran over. “How could you make her race in her condition!?” She yelled at Dillan with a glare. Dillan stepped back a bit. "Hey now, I made sure we didn't go overboard." “Look at her! She almost overheated again! She could have lost her ability to fly!” Twilight yelled as Rainbow held a hoof out to her. “Twilight, calm down.” Rainbow said weakly. "Calm down!?" Twilight yelled. "You almost lost your ability to fly! What about your dream of joining the wonderbolts!" She shouted, making Dillan look away guiltily.  Rainbow slowly stood up. “I know my limits Twi! I wasn’t going to burn out.” She said back, pressing her forehead against Twilight’s. “Stop acting this way to Dillan.” Twilight glared at her and gently pushed on Rainbow, making her fall to the ground. "See how tired and exhausted you are! This wouldn't have happened if he hadn't been so reckless! He's supposed to use that watch for serious problems, not winning races and risking ponies' lives!"  Dillan looked down and off to the side sadly, swallowing back his tears. “Twilight, I was the one that made him race!” Rainbow yelled back with a frown. “Scootaloo, cover your ears.” The filly did so quickly. “Twilight, right now you are being the world's biggest nag!” Twilight's mane and feathers ruffled at the insult as Dillan looked confused. "Why did Scootaloo have to cover her ears for that?"  “Later.” Rainbow said, not taking her eyes off of Twilight. “Look at how you're acting Twilight! And don’t think I haven’t noticed Dillan was upset when he got here, something is up and you just blamed him for something I did!”  Dillan smiled softly before Twilight shouted. "He was upset because ponies had been avoiding him because they thought he was dangerous! And you know even if it was your idea he should have known better since he saw you overheating! Sweet Celestia! Maybe the other ponies were right to be afraid of him…" Twilight groaned, rubbing her forehead with a hoof as Dillan's eyes widened in shock as he tried to fight back tears.  “That's going too far Twilight! He saved us from that robot and saved the crusaders! He isn't a threat to us and if you can't see that maybe we aren't friends anymore!” Rainbow yelled back. Twilight and Dillan both stared at her in shock. "R-rainbow you can't mean that…" Twilight stuttered in shock.  “Dillan is a friend and if you treat him like this I wonder what you’ll do to me one day.” Rainbow said with a frown, even though she hurt to say that she needed to. Twilight took a step back. "Rainbow y-you could have lost your wings and your ability to fly! He should have been more responsible, even if-"  “I am the one that wanted to race! I am the one that flew! And I am the one that lost the race! Get your head out of your plot and start thinking Twi.” Rainbow said as she walked over to Dillan. “Come on, let’s go.” Dillan looked between Twilight and Rainbow, looking sadly at Twilight before he picked up Scootaloo and walked away following Rainbow. "I need to talk to the others." Twilight said, flying back to Ponyville.  “The nerve of her turning on you like that.” Rainbow said as he legs shook while walking. "Rainbow she's just worried about you, you of all ponies respect that loyalty." Dillan said to her as he had her walk to a bench.  “I know that but she didn’t have to blame you!” Rainbow said as she refused to sit down, instead she paced back-and-forth as her legs started to shake even harder. Dillan sat Scootaloo on the bench before getting up and picking up Rainbow Dash, setting her on the bench as well. "She did have a point, I should have made sure you were ok first. Your legs are already starting to give out." “Maybe…but she should have blamed me, not you!” Rainbow said with a snort. Dillan smiled a bit as he sat down next to her and Scootaloo. "I appreciate the loyalty…"  Rainbow sighed and laid her head down on her front hooves. “Somepony has to be…” Dillan looked at her smiling softly again. "Well, still thanks… oh hey you owe me a date." He said with a playful grin.  Rainbow’s head shot up and she blushed so hard her ears turned red. “Oh buck.” She whispered in embarrassment. Dillan snickered a bit along with Scootaloo, before they both laughed at her reaction. "Relax, a date can be anything. Even this." He said, gesturing to how they were just hanging out at the park.  Rainbow shook her head. “No, I lost the bet, I owe you a real date.”  "And what qualifies as a real date?" Dillan asked her with a grin, as Scootaloo got up. "Where ya going?"  "I… I have to get home…" Scootaloo said softly.  “Are you sure Squirt?” Rainbow asked as she watched the filly leave. "Y-yeah, have fun on your date." Scootaloo said, running off before the two adults could question her more.  Dillan frowned as he looked at where Scootaloo had gone. "Hey Rainbow? Do you know how often Scootaloo's dad is away?"  “Her dad? uh…I never actually met him.” Rainbow said with a small frown. “I haven’t met any of her family actually.” Dillan looked down sadly. "I think he may be a member of the Royal guard or something, when I met up with Scootaloo earlier she said he was on a mission for Celestia."  “Oh geez, most guards are away from their families for months at a time.” Rainbow said with a shake of her head. Dillan nodded a bit, before smiling at her. "Alright, so what do you want to do for our 'date'?"  Rainbow blushed and rubbed her head. “I don’t know…” Dillan looked at her before he grinned a bit. "Alright, I have a fun idea. Meet me at my house Saturday night."  Rainbow raised an eyebrow at him as he got up and walked away, leaving her alone with her thoughts. "Damn it, why did I agree to a date!? I like mares!" She thought to herself, while watching Dillan walk away. "Even if he is… kinda cool…"  Twilight's castle.  Twilight sat on her throne while her friends; Rarity, Applejack, Fluttershy, Pinkie pie, along with  her assistant and oldest friend Spoke sat down around her. "We need to talk about Dillan."  “What about him?” Pinkie asked with a smile as she passed out some snacks from her mane. Twilight sighed. "He let Rainbow dash race him even though she was still hurt from their previous race."  “Sounds like Rainbow bit off more than she could handle again.” Applejack said while shaking her head. "I think it might be more than that…" Twilight said, with a sigh. "And even if she did, Dillan with that watch should have been more responsible and not had her race." “Did he force her to race?” Fluttershy asked quietly. "Rainbow said she chose to but I still think he should have been more responsible. If he lets something Like this slip his mind I don't want to think of what could happen if he accidentally lets something worse happen."  They looked at each other before Rarity spoke up. “What are you trying to say darling?” Twilight sighed softly. "I don't know… for now we should just keep an eye on him. And don't involve Rainbow dash, we all know how she is and she even threatened to stop being my friend if I kept insulting Dillan." They all gasp. “That is crazy!” Pinkie yelled before her eyes widened. “What if he is controlling her!?” "What should we do?" Spike asked them all, a worried look on his face. Spike tapped his chin before suggesting. “Why don’t we get him out of his house and then put some spying spells in there?” "Not a bad idea Spike." Twilight said, tapping her chin as well. "But when?"  Pinkie looked around before suggesting. “Why not when Dillan goes out on his date with Rainbow? I heard Scootaloo talking to herself about it when I was coming here.” "Date!?" The group shouted in shock.  “Yeah, I was surprised too! I always thought Rainbow like mares with big-” Pinkie was saying before Applejack covered her mouth.  “Pinkie, Spike is still here.” She said with a frown then she sighed. “But it is strange, as long as i’ve known her Dash was a fillyfooler.” Twilight furrows her eyebrows. "Maybe that watch of his is giving him the ability to control her."  “O-oh my.” Fluttershy said softly. “Dang it, what do we do? Ah mean besides spyin on him.” Applejack said. "Maybe we should get the princesses darlings, I mean without Rainbow dash we can't use the elements to stop him." Rarity said, looking worriedly.  “Maybe…” Twilight said as she looked down. “I will look into mind control magic and see if I can free Rainbow, in the meantime keep an eye on him and her.” "U-um… girls?" Fluttershy asked quietly. "W-when we were younger, R-rainbow did have a crush on a Colt…" She said, with no one being able to hear her.  “I can ask Sweetie to speak with Scootaloo to learn more about this date.” Rarity said while tapping her chin. “Ah will warn Big Mac so he can keep an eye on him too.” Applejack said. “Oooh I can plant some of my Pinkie cams in Rainbow’s home!” Pinkie said with a smile, getting looks from everyone. "Pinkie cams? And why Rainbow's home?" Twilight asked, confused.  Pinkie blushes a bit before she walks over to a potted plant and reaches behind it to pull out a small camera shaped like Pinkie’s head with one eye open. “To make sure Rainbow is ok of course.”  "Why is there one in my throne room!?" Twilight asked in shock, as someone knocked on the door.  “Well duh, so I can know when you need a party.” Pinkie said before she hid the camera again. Twilight groaned as she turned to the door. "Come in!" The door opened slowly as Rainbow dash walked in while looking at all her friends. "What's going on? I didn't know there was a meeting."  “Oh we were just planning on-” Pinkie started before Rarity cut her off. “Where we should go on a group vacation!” She said a bit too quickly. Rainbow dash raised an eyebrow at her friend's reaction. "Uh, okaaay? Um, anyway Fluttershy would it be ok if I stayed with you for a while? I kinda overdid myself again today."  Fluttershy sighed and walked over to her. “Sure, but let me give you a checkup just to be sure you don’t need a hospital visit.” Twilight shared a look with the others. "If you want to, I raced Dillan again but he made sure I didn't overdue it too much." She said, sending a small glare at Twilight.  Pinkie hopped over to Rainbow and offered up a cupcake while patting her head, slipping a small Pinkie cam into Rainbow’s mane. “How about a cupcake to help you relax.” Rainbow dash chuckled softly, taking the cupcake. "Thanks Pinkie, so where were you all thinking about going on vacation?"  “I suggested we visit a coastal city so we can enjoy a real beach.” Rarity said with a smile, easily lying. “Oh um…I suggested las pegasus…the others would enjoy it.” Fluttershy meekly said. “Ah…uh…didn’t make any suggestions yet.” Applejack said. Rainbow tapped her chin a little with her hoof, while eating the cupcake before her eyes widened in excitement. "I just thought of the most awesome vaca ever!"  “What's that?” Pinkie asked with an equally big grin. Rainbow smirked. "What if we asked Dillan to try and take us all to another planet! We'd be the first ponies ever to go to another planet!"  Most of the girls looked uncomfortable at the idea. “I don’t know Rainbow, wouldn’t that take a long time?” Twilight asked. Rainbow glanced at Twilight with an apprehensive look. "I… I don't know, Dillan said he had a transformation that can fly at the speed of light-whatever that is- so maybe not?"  Twilight turned her head to face Rainbow so quickly she fell out of her seat. “The speed of light!?” Everyone looked at Twilight in confusion aside from spike. "How is that possible!?" He asked. "The speed of light is faster than Rainbow's sonic Rainboom! It's practically teleportation from speed alone!"  “Hold on, what do ya mean?” Applejack asked. "Applejack the speed of light is how fast it takes the light from the sun to here, it's almost instant!" Spike said. "The light travels millions of miles instantly, and Dillan can do the same?! It's basically teleportation!" He said, shocking all the mares as Twilight's mane fizzled.  “M-maybe he can only move that fast in a straight line…” Twilight said to herself, trying to calm down. "H-how can anything move that fast…" Rainbow asked in shock as she sat down. "No wonder I lost those races…."  “Sounds like fun, I wonder what it feels like to move that fast. Probably not as fast as the speed of party.” Pinkie said with a giggle snort. "Speed of…" Rainbow started to ask before shaking her head. "Nevermind, it's Pinkie pie."  Pinkie giggled and hopped back to her seat. “Darling, I do hope you don’t plan on racing him anymore.” Rarity said with a sigh. Rainbow sat back in her seat with a sigh. "Yeah, yeah… I know when I'm beat… but I wonder if he can train me to go that fast somehow…"  Most of the girls shook their heads with small smiles. “You are fine for now Rainbow but please…no more flying for at least a few hours.” Fluttershy said. "I know Shy, that's why I asked to stay with you for the night." Rainbow said with a smile, before a small blush formed on her face. "and um.. Rarity I uh need a favor…"  “A favor? Sure, what do you need darling?” Rarity asked with a surprised look on her face. Rainbow looked away in embarrassment. "A-a dress… I um… lost a bet and uh… I have a um… date Saturday night."  Rarity’s look of surprise turned to a look of shock. “You…are asking me to make you a dress…willingly?”  Rainbow sighed as the other mares glanced at each other, already knowing about the date. "Y-yeah… he tried to get me out of the bet but I told him I owed him a real date so I guess I have to actually get dressed up."  Rarity smiled and got out of her seat and trotted over to her. “That is honorable of you Rainbow, I'll make sure to make you look your best.” Rainbow blushed a bit more in embarrassment as Fluttershy quietly spoke up. "u-um… y-you said he… i-is it um… Dillan?"  After Rainbow nodded her head Pinkie asked. “But I thought you liked mares, why the date with Dillan?” Rainbow sighed. "I lost a bet… the only reason I agreed to it was mostly because Scootaloo suggested it and I didn't want to just dismiss it completely. And I thought I could win…." Pinkie giggled and wiggled her eyebrows. “Maybe Dillan’s watch can turn him into a mare.” Rainbow blushed more. "Even if it could, I doubt he'd want to lose his… parts. Besides it's only because of a bet it's not like I like him or anything."  Pinkie giggled more and winked. “Well if you ever wanna party for losing your V-card give me a call.” “What's a V-card?” Spike asked. "Pinkie!!" All the mares yelled at her with blushes as Rainbow added. "What the buck!"  “Oopsie, was that out loud?” Pinkie asked innocently. Rainbow groaned and got up. "I'm out, I'm not listening to this!" She said quickly leaving.  “Rainbow, when do you want to work on your dress?” Rarity asked as Fluttershy got up to follow her. "Whenever!" She called back rushing out the door as Fluttershy followed her.  “I still don’t know what a V-card is.” Spike muttered. "D-don't worry about it for now Spike." Twilight said patting his head.  Spike frowned and crossed his arms. “Fine…” “Uh..anyway.” Applejack said with a sigh. “What now?” "We follow the plan…" Twilight said.  “Alright.” Applejack said with a nod. “Right.” Rarity said with a nod. “Okei-dokei loki.” Pinkie said with a simile. Rarity and Fluttershy chased Rainbow Dash as the mare rushed away from Twilight's castle. "Rainbow, slow down!" Fluttershy shouted. "you're still overheated, remember!"  “Yes, we don’t want you to collapse.” Rarity said. Rainbow slowed down while breathing heavily. "I can't believe Pinkie said that."  “I am sure she is just…um…” Fluttershy started before she couldn’t come up with an excuse. "She was joking around but it wasn't funny…" Rainbow siad with a sigh.  “How about we start on that dress, I have a few ideas and it may help you relax.” Rarity offered. Rainbow sighed. "Alright."  Fluttershy laid a wing over Rainbow’s back. “Are you ok Rainbow?” Rainbow nodded. "Yeah… it's just… something Dillan asked me has been on my mind."  “I will make you some tea when we get to my home.” Rarity said. “What did he ask?” Fluttershy asked with a frown. "He asked about Scootaloo's dad." Rainbow said, looking at the ground. "He said Scootaloo told him her dad was on a mission for Celestia, assuming he was in the guard. But it's the look he had on his face that I can't get out of my head."  Fluttershy and Rarity looked at each other for a moment before Rarity asked. “What look?” Rainbow looked at the ground for a long while, thinking on the question. "A look of… silent realization of something. Like he figured something out about Scootaloo. I thought he was gonna say something but he changed the subject, so it must be something big." “You don’t think something bad happened to her father do you?” Fluttershy asked with a small gasp. Rainbow tapped her chin with her hoof as they sat at Rarity's kitchen table. "No… I don't think so, the timing of his question is what made me confused. It happened right after Scootaloo had to go home."  “That is a bit troubling, do you want me to ask Sweetie if she knows anything?” Rarity asked as she made some tea. "Yeah, but if it is something Scootaloo told Dillan maybe we should just let him handle it…" Rainbow said, looking at them. "I mean if she wanted me to know she would have told me."  “Well…that is true but she is also a filly Rainbow. She may think she can handle something meant for adults and get herself in trouble.” Rarity said as she brought the tea to them. Rainbow sighed and nodded. "I know, at least she told someone…"  “True.” Rarity said as she poured them each a cup of tea. “Now on to your dress, do you have a plan for the date?” Rainbow blushed a bit and rubbed the back of her head. "Um… well Dillan saidsaid to meet him at his house Saturday night so I'm not sure…" “Oh dear.” Rarity said with a frown. “That makes this part tricky.” She walked over to her fabric and started looking through them. Rainbow raised an eyebrow. "Um… how tricky?"  “I don’t know what he has planned so I can’t just make anything.” Rarity said, before adding. “If I made you a dress made for dancing and he wants to go for a picnic you'd look silly.” Rainbow sighed and sat back. "Great, how are we supposed to find out what he has planned?"  Fluttershy looked at Rainbow from the side with a small smile and a knowing look. “All is not lost!” Rarity said as she pulled out some fabric. “I shall make you look fabulous, this I promise you.” Fluttershy looked at the two of them. "U-um… d-don't forget E-even if it's a bit creepy…" she said as the two looked at her. "D-dillan knows a lot about us all because of that um TV show so-so he knows what Rainbow likes so he may be planning on something she'd like or something he thinks she'd like…"  “Hmm, that is true…but I don’t know what all he has seen about her.” Rarity said as she tapped her chin. “Has he said anything to you Rainbow?” Rainbow shook her head. "No, I mean we've only talked like two times… maybe I'm just overreacting with the whole dress thing…" “Not at all.” Rarity said as she held up some fabric and hummed. “No, not black.” She said to herself. "Why did I accept that stupid bet…" Rainbow sighed. "And for all we know he may just be planning a simple dinner at his house." Fluttershy and Rarity looked at each other for a moment. “That…wouldn’t be very romantic for a first date, if he does I would suggest a restaurant instead.” Rarity suggested. Rainbow blushed. "It's just a date for winning a bet! It's not like it means anything!"  “Rainbow darling, all dates mean something.” Rarity said with a wag of her hoof. She then moved over a dark blue fabric and smirked. “Ah yes this will do.” The blue mare groaned and slumped in her seat. "Come on Rarity, it's not like I'm gonna start dating him or anything."  “Maybe not, but you still want to look your best.” Rarity said with a smile. “After all, what if somepony saw you on your date and you didn't look your best, they would assume that you treat all your dates like any other day.” Rainbow blushed a bit and sighed. "Yeah… ok…."  "T-thats if anything s-sees…. Everypony in town has been um… avoiding Dillan kinda like how they did when Zecora first started coming to town." Fluttershy said, shocking Rainbow dash.  “They are?” Rainbow asked with a bit of shock and anger. Fluttershy nodded softly. "Y-yeah, at least that's what Twilight told us."  “That is…horrible.” Rainbow said with a frown. “No wonder he and Scoots seemed so upset.”  "O-oh no I hope he's ok." Fluttershy said as Rarity worked.  “I…don’t know how humans react to what he is going through but…it does seem a bit…wrong.” Rarity said with a small frown. Rainbow frowned and nodded a bit. “It's more than wrong…” Fluttershy said while looking down. “Maybe we could introduce Zecora to him?” "That or Rainbow is all he needs." Rarity said with a teasing giggle.  Fluttershy giggles softly as well. “Oh come on Rarity this is just…a lost bet.” Rainbow said and looked away with a light blush. Rarity chuckles softly. "Alright, let's work on the dress." Rarity began to make the dress around Rainbow while Fluttershy spoke with her. "Rainbow is everything really ok?" Fluttershy asked her oldest friend. "You've seen a bit off lately." “I don’t know…it's like I feel a pull to something…but I don’t know what.” Rainbow said with a confused frown on her face. Fluttershy and Rarity glanced at each other worriedly. "What do you mean darling?" Rainbow shrugged. “Like I said, it's just a pull but I don’t know to where.” "You feel a pull? When did it start?" Fluttershy asked as Rarity worked more.  Rainbow shrugged again before looking down at her chest. “I don’t know, I just…noticed it one day.” "Has it ever gone away?" Rarity asked her, while taking a few measurements.  “No, I still feel it, even now.” Rainbow said and rubbed her chest. “It only seems to go away when I'm distracted. Like really distracted.” "Strange… have you ever tried following it?" Fluttershy asked. "Maybe it's your inner magic trying to tell you something." “I tried but then I got distracted by Dillan.” Rainbow said with a shake of her head and flick of her tail. Fluttershy and Rarity glanced at each other again, before Rarity asked. "How many times have you gotten distracted enough? And by what?" “A few times, and usually when it is something really important like that giant robot attack or when I am training super hard.” Rainbow said before adding a bit shyly. “Or whenever I speak with Dillan.” "So most of the time the feeling goes away when you're near or talking with Dillan?" Rarity asked with a confused look.  “Yeah, I guess he is pretty distracting.” Rainbow said with a chuckle. Rarity and Fluttershy glanced at each other again as Fluttershy stood up. "I'll be back. I need to feed my animal friends."  "Alright darling." Rarity said, as she continued to work.  “See ya Fluttershy, I promise to come over as soon as Rarity is done.” Rainbow said with a small smile. "Remember to take your time, you've already overheated three times. Any more and you'll risk losing your ability to fly." Fluttershy said with a worried frown.  Rainbow sighed and lowered her ears. “Yes mom.” She said a bit annoyed. "Rainbow, I'm serious!" Fluttershy said. "If you lose your ability to fly you won't be able to join the wonderbolts! What about your dream?"  Rainbow flinched and looked down. “I know…I know ok? I promise I won’t fly.” Fluttershy nodded once as she left the boutique, noticing Scootaloo walking away from the town as the sun started going down. Fluttershy frowned softly and tried to follow her without Scootaloo noticing her. The small filly stopped for a moment and held her stomach, Fluttershy hearing her stomach growl loudly before she continued to head deeper into the white tailed woods. Fluttershy frowned and flew over her to keep an eye on the filly. Fluttershy noticed Scootaloo was heading in the direction of Dillan's house as the filly knocked on the front door with her stomach growling loudly. "Scootaloo?" Dillan asked, opening the door. “H-hey Dillan.” Scootaloo said with a small smile. Dillan knelt down to her and smiled softly. "What are-" he started to ask before she held her stomach as it growled loudly. "Oh! Geez, come in. I just finished cooking dinner."  “Are you…sure it's ok?” Scootaloo asked, taking a step back. Fluttershy noticed Dillan smiled softly as he stepped aside. "Of course, I told you earlier if you needed anything to just drop by."  “Well…as long as it is ok.” Scootaloo walked inside. Dillan closed the door as Fluttershy looked worried and flew back to Twilight's castle. Once she got there she impulsively flew in through. “Girls!” She whisper-shouted. "Fluttershy what's wrong?" Twilight asked worriedly.  Fluttershy was breathing heavily from flying so fast. “Scoo…taloo….in…Dillan’s…home.” "What?!" The girls shouted. "Why?!" Twilight added.  “She looked and sounded hungry, like she hadn't eaten all day.” Fluttershy said once she caught her breath. The girls looked at each other. "What? That doesn't make sense… wouldn't her parents feed her?" Applejack asked worriedly.  “I…don’t know…from what I heard…her father is a guard.” Fluttershy said with a small frown. The group looked at each other worriedly. "What should we do?" Pinkie asked. “I don’t know.” Twilight said and rubbed her temples. "Why would she go to Dillan's house for food? Did he put a spell or whatever on her as well?" Applejack asked.  “That…has to be the only reason…he got her to trust him so he can get closer to Rainbow.” Twilight said before placing her hooves on the map table. “He must be planning something and needs a way to stop us from using the elements on him.” Suddenly Pinkie started twitching involuntarily and bouncing off of her seat onto the table where everyone could see her. “Pinkie!?” Everyone shouted. After a few minutes Pinkie stopped twitching and spasming before suddenly sitting up with a giggle. "Oh wow, that was a mega doozie!"  All the girls turned pale. “D-did she say…” Applejack started. “Mega doozie?” Fluttershy finished. "Oh yeah! Something super super super unexpected will happen!" Pinkie said with a giggle.  “Pinkie! That's not a good thing!” Twilight yelled as her mane started to go wild. Pinkie tilted her head. "Well you don't know that, it could be something really good!"  “Pinkie, you got a doozie while we were speaking of Dillan’s plans…he is up to something and we have to stop him.” Twilight said before turning to Spike. “Spike, please get me any books on mind control magic.” "Right!" Spike said, running off. "Fluttershy did Rainbow say anything?" Twilight asked.  “Just what I told you…at least about Scootaloo.” Fluttershy said with a sigh and sat down. "No I mean about Dillan." Twilight said.  “Oh um…she has been feeling a pulling sensation lately that goes away whenever she's focused on something really hard or whenever Dillan is nearby.” Fluttershy said before putting a hoof on her chest. “I think it is coming from her chest, she looked at it and even touched it when she was talking about it.” Twilight tapped her chin. "A pulling sensation…"  “What do ya think it is Twi?” Applejack asked. "I… I don't know." Twilight mumbled. "I'll have to study on mind control spells."  “Can we save them?” Fluttershy asked. "Of course we will… somehow." Twilight said with a determined look.  Chapter end.