Twinkle Twinkle Little Star

by Zubric


Crystal Empire

“And so the princess was saved, and the family lived happily ever after.” Twilight finished, closing the story book as the train neared the Crystal Empire. Starlight was happily leaning on Twilight's chest, enjoying the pacifier as it bobbed in her mouth, despite the nerves of the upcoming moment of being seen by her old friend. Twilight  had been doing a pretty good job at keeping her distracted, giving Starlight little time to let any of those thoughts sink in much.

The two or so hour train ride had been filled with many short stories and Spike had been keeping her occupied with plushies.The little dragon seemed to be a natural at looking after foals. The filly soon moved to the window, standing on her hind legs to peek out at the falling snow. The sparkling towers of the empire soon came into view entrancing the little filly, despite the fact that she’d seen it before.

Twilight silently awwed at the sight, while at the same time putting away the toys she’d gotten out for the foal. It wasn’t long until the train pulled into the station, ponies wandering about as they rushed to either get on or off a train. Twilight effortlessly set Starlight into the stroller and wheeled her out onto the platform. Upon exiting the train however, they were met with another surprise.

“Twily!” Shining called, walking up to the group and giving the alicorn a hug.

“Hey, Shining, I didn't know you would be meeting us at the train station.” Twilight greeted, returning the hug.

“Well Cadance would have come too, but she got busy with Flurry, and paperwork,” Shining commented, leaning down and tickling Starlight. “Aww, she’s so cute.” Shining kept tickling, watching Starlight kick and squeal with delight.

“Was it more fan mail?” Spike asked with a smile, idly waving at any crystal ponies that looked his way.

“Yes, that and some paperwork Celestia has ‘shared’ with her.” Shining let out a chuckle, watching Starlight blush and hide behind her teddy bear.

“Well, I’m sure Starlight and Flurry Heart will have great fun playing together,” Twilight commented. “I’ve been having a blast myself.”

“That’s great, you seem to be a natural.” Shining smiled, leading the gang along the road to the castle.


As the group was led along, Starlight shifted and blushed again, remembering Sunburst. She lanced up at Shining, sputtering. “Will Sunburst be there?” Once more squeezing her bear for comfort.

“He’s in the castle library last time I checked,” Shining replied, as the guards opened the main doors for them. “I”m sure he’ll check up on Flurry Heart as well, she’s a troublemaker.” He didn’t notice the eep that escaped the little filly’s mouth.

Starlight was soon distracted again, as Spike shook a rattle in front of her. For whatever reason the sounds always entranced her (it might have been the fact that she was a foal). The foal snatched the rattle with her spare hoof and giggled, shaking it lightly. She played with the toy in such simple delight, that she didn’t notice that they had wheeled her into the playroom. The walls were decorated with various scribble drawings and little hoof paintings.

Flurry looked up from her blocks and squealed upon seeing a new playmate, and her Auntie Twily. The happy foal fluttered over to Twilight and hugged her, babbling happily.

“Aww, hey, Flurry Heart,” Twilight greeted. “We brought you a playmate.” She said in a sing-song voice, patting the foal’s cute blue diaper. The filly giggled again and cooed, looking down at Starlight with curiosity.

Starlight waved up from the stroller. “Hi there.” She sheepishly greeted.

Spike helped her out of the stroller and sat her on the floor, watching Flurry flutter over. Starlight let out a giggle at the tiny alicorn booped her nose. “Hehe.” She laughed, covering her nose for a second, before returning the gesture. It didn’t take long before the two foals were in a playful booping war, breaking into giggle fits as they did so. Starlight soon made a retreat, running toward the plushies across the room. Flurry gave chase, babbling and trying to grab Starlight’s stubby tail. The adults watched, grinning at the adorable sight.

Then Starlight grabbed one of the plush elephants and tossed it at Flurry’s face. Flurry stood there as it impacted, shaking her head, before laughing and floating up all the plushies. Starlight eeped and waddle away, dodging tossed plushies as best she could. She only got so far though, before she ran into the large teddy bear. Flurry made a dramatic downward motion with her hooves, before the large plush fell on top of Starlight. “Eeep!” It wasn’t actually all that heavy, but Starlight decided to play along, wiggling about as if she was trapped. “Help me!”

Flurry clapped and flutter on top of the teddy bear sitting on top of it, and Starlight. She babbled, watching the other foal wiggle and pout. Shining giggled. “Come on, Flurry, play nice.” He cooed in a fatherly tone.

Flurry obliged. She slid off the teddy and floated it off Starlight, giving the foal a boop on the nose again, before moving away. Starlight resumed the chase, darting around the room and even running under Shining and Twilight’s legs.

Spike watched for a moment, before joining in, making grr sounds as he chased the two around the room. Knowing the two foals were in good claws, Twilight and Shining left the room to chat a bit. Spike didn’t mind that at all, the drake kept up his little game, only pausing to get Flurry’s diaper changed when she’d wet it. Once he finished getting the filly all clean, a familiar stallion walked into the room, spotting Starlight almost instantly.

“Starlight?” The stallion asked, taking his glasses off in order to blink and rub his eyes. No, he wasn’t seeing things. He watched as said foal waddled quickly behind a plushie, hoping to hide. The idle magic was already causing Sunburst to smile. “Aww, come on out, little Starlight.”

“I-I no here.” Starlight squeaked, still staying poorly hidden behind her plush bear, her diaper sticking out prominently. Her cheeks continued to radiate as Sunburst walked over and scooped her up. She let out a squeak as he petted her mane.

“Oh, she’s so cute!” Sunburst cooed, patting Starlight on the forehead. “Why are you so small, Starlight? Some spell I bet, or was it some artifact?”

“A little of both, actually,” Spike explained, before Starlight could get a word in. “Some magic adventure book to be precise.”

“Wow, a enchanted book that turns you into a foal? That sounds like some powerful magic,” Sunburst commented, just before he felt Starlight lighty swat his muzzle to get his attention, blinking as he looked down at her. “Uh, sorry, Starlight. I got carried away. But you’re so adorable.”

“Well, no need to talk about me like this when I’m right here.” She let out a humpf, looking away while pouting adorably.

“So are you going to tell me how you ended up like this?” Sunburst gingerly asked. “Or do I have to get out the tickle monster like I do for Flurry Heart.?”

Oddly, both Starlight and Flurry squeaked at the same time, the latter clinging to Spike.  As Sunburst’s hoof touched Starlight’s tummy, she meeped. “No, no, I’ll tell!” She got comfy in his hooves as she told him the journey through the foalish land, that was inside said adventure book.  She blushed as she finished. “And apparently, when I helped win da game, I got rewarded with a week as a foal. This my last day.”

“Fascinating,” Sunburst commented, adjusting his glasses. “I really should have a look at that book later. It would be great for my collection, or maybe Twilight could help find a copy for me,” He stared at the filly once more. “Aww, you even have your pig tails like you had when we were kids, that’s adorable.”

“So I’ve been told.” Starlight rolled her eyes as Sunburst set her down.

“How does being a foal again feel anyway?” Sunburst asked, changing the subject. “You look awfully chubby.”

“Mmm, I’m not chubby,” Starlight whined, hearing Spike snicker. “It rather nice at times, and Twilight a great mother too. Could go without diaper changes though.”

“Oh don’t be silly, you’re not potty trained yet,” Sunburst teased, ruffling her mane once more. “We both know you weren’t potty trained til you were almost three and a half years old.”

“Well.. I’ll be a big filly again tomorrow, so there.” Starlight stuck her tongue out, unable to hold back a giggle as she bounced on her diaper bottom.

“Can I at least get to see the photos?” Sunburst all but pleaded. “I’m sure Twilight took a few.”

“M-maybe.” Starlight blushed, squeezing her teddy bear close. Flurry just clapped her hooves at the silliness, and once more gave Starlight’s nose a light boop, babbling contently.

Sunburst scooped the two up in his magic, swiftly moving to the sofa nearby, as he sat the two between his legs. “Well, how about I tell you two a nice story?”

“Yay, story!’ Starlight cheered, before blushing and covering her mouth. These foalish outbursts were getting to be really embarrassing.

“I think she’s gotten a little too used to being a foal.” Spike giggled, while Sunburst patted the seat next to him.

“Come on, Spike, I’ll read to you too if you want.” Sunburst offered.

Spike opened his mouth to complain but soon closed it and sighed, hopping up and getting comfy. He blushed a little as Starlight stuck her tongue out at him.

Starlight herself leaned on the warm chest of Sunburst and sighed, listening to the story and Sunburst’s sweet voice. She felt sheepish at having been worried of what Sunburst would think of her. That magical aura sure helped things go easier. Plus he was a pretty good foalsitter. Well maybe not as good as Twilight, but still close. He was a good friend, she shouldn’t have worried so much. It wasn’t like he was going to tease her or pick on her.

As Sunburst read to the two foals, they began to get sleepy. Even Spike rubbed his eyes a bit, as the stallion used silly voices. He felt the two foals pressing against him, yawning more as their pacifiers bobbed up and down in their mouths.

The sight was adorable and Sunburst petted the two. He noted that Spike had also fallen asleep, snoring softly. He awwed, before looking up as Cadance and Twilight walked in, dawwing as well at the sight of the three snoozing on the couch.

“Well. it seems you’re doing a great job,” Cadance commented, watching the three snuggle up to Sunburst. “Aww, and you even got Spike to take a nap. He usually hates naps.”

Twilight got a snicker out of that, moving over and sitting nearby. She watched Starlight’s chest rise and fall gently in her sleep, the smile on the filly’s face made her smile as well.


After the nice nap and diaper changes, Starlight followed Flurry Heart down the hallway as they explored, with Twilight keeping an eye on them. The filly giggled at all the reflections she could get out of the various shiny objects around the castle, the childish joy filling her whole body. The foals soon came across one of the many staircase, Starlight pausing to grasp the sheer size of it. Sure, she’d seen stairs at Twilight’s castle, but she’d always been carried down them.

For the first time since her foal transformation, Starlight got a real grasp of scale. Her eyes sparkled at the epic quest ahead of her, as the top the stair was just above her horn. Flurry giggled, watching as Starlight stood on her chubby hind legs, and tried to clamber up onto the next step, grunting as she did so. After many tushy wiggles, she soon slid herself onto the step and beamed, looking up to see Flurry on the step above her. “Oh no fair, me no have wings.” She pouted.

Twilight snickered at the adorable act. “You can do it, Starlight.” She encouraged, clapping her hooves. Flurry cheered Starlight on as well, watching her clamber up the next stair, and then the next.

Starlight squealed with delight as she kept going, slowly ascending the staircase, while her diaper bottom wiggled in the air. It felt like forever, but soon the foal reached the top, cheering as she clapped her hooves. She took a moment to breath, as Twilight came up the stairs and patted her diaper. “Good job, little Star, such a big filly. Just a few more of them and I wouldn’t need to carry you everywhere I go.”

Starlight blushed at the praise, hugging Twilight’s leg. The motherly mare scooped her up, nuzzling her once again. “Hehe, I had fun…Mommy.” Upon seeing Twilight blush (and knowing that she’d gotten the reaction she wanted) Starlight stuck her tongue out and smiled, still snuggling the leg.

“Aww, I had fun this week too,” Twilight cooed. “Now I know how Mom felt when Shiny and I were foals,” She picked up her foal, giving a nuzzle. “Now it’s time we get ready to head back home.”

“But I want to play more.” Starlight whined, pushing on Twilight chest to no avail as she carried along upon Twilight’s back.

“Oh you had plenty of play time today,” Twilight smiled. “Besides, I need to get home to respond to fan mail.”

Starlight giggled at the thought, soon stopping her struggles and swiftly snuggling into the soft fur. “Okay.”


Starlight spent the entire train ride back to Ponyville snuggled under Twilight’s warm wing. The foal had to admit that this whole week had actually been divine, the overwhelming motherly care had made her feel so loved. Many happy memories of her actual mother came to mind, causing her to grin more. Despite how her life had turned out, at least she had a nice foalhood. That was back when her parents had made an effort to actually be part of her life, whereas by the time she was a filly they were always away, leaving her to either hang out with Sunburst or be stuck with a sitter.

Starlight had to admit, she was going to miss this gentle care and idle playtime. Maybe she could use that book again at some point, being an adult was tough at times after all. But maybe she wouldn’t regress herself to nearly this dependent a state, at least a potty trained toddler would suffice.

The stroller ride back to the castle was pretty nice, as Starlight slumped back to enjoy it. To her suprise, Pinkie was waiting in the lobby as they wheeled in. The party pony clapped, gesturing to the small table she’d set up. “Surprise!” She declared.

When the group got closer, they saw the decorated table with a small cake on top, with “Happy First Birthday” written on it in frosting (complete with a single candle). The frosting matched Starlight’s coat, and there were little star sugar bits around the edges.  Twilight smiled. “Oh, Pinkie, you didn’t have to make Starlight a birthday cake.”

But Pinkie beamed. “Oh, but I just wanted to. Plus i got her gifts. I know she’s going to change back tomorrow, but then I got this amazing idea to throw a mini party for her last day. Although, you weren’t home at the time, so I changed my mind and decided to wait til you got back.” Pinkie beamed, once more watching Starlight stare at her mouth watering cake.

“Wait, you’ve been at the castle all day?” Spike asked.

“Yeah. I  even cleaned up a little.” Pinkie happily confessed. Moments later the three heard a plop and the smacking of lips, all turning to watch as Starlight was digging into her cake, giggling and shoving another hooffull in her mouth.

“Starlight,” Twilight groaned seeing the foal just smile back with frosting on her cheeks.”

“Yay, she likes it!” Pinkie cheered, watching the foal eat more. She then pulled out a box of napkins. “Let the foal have some fun on her last day.”

Starlight scooped up more of the cake, happy that she’d done it this way on purpose. It was so messy and fun (plus it was just like any foal would do). Besides, at least it would get her a nice bubble bath. Once the foal had finished stuffing her face with as much as she could eat, Twilight floated out the wipes, cleaning off the squirming filly. Then the motherly mare let Starlight open her first gift, seeing a purple colored pacifier.

“Uh, Pinkie, Starlight doesn’t need more pacifiers.” Twilight raised an eyebrow in confusion.

“Oh but this one’s special, it sizes up with the wearer. You know in case, she wants one when she’s back to normal.” Pinkie explained and proceeded to pat Starlight’s head, seeing the foal blush bright as a cherry.

Starlight started at the pacifier and set it in, giggling a little at the image in her head of her normal adult self suckling on it. She then opened the other gifts, finding a sizable teddy bear, a few novels she’d been wanting to read, and lastly a pink photo album with rattles and primary shapes printed on it.

“It’s for all those photos Twilight has been taking,” Pinkie  Who doesn’t like a cute baby pictures photo album?”

Starlight beamed once more, giving Pinkie a hug as tight as she could manage. “Thank you, Pinkie!” She lisped.

“Aw, I knew you’d like them,” Pinkie gave Starlight a big hug in return, patting the diaper and noticing the damp feeling. “Oh, seems somepony need a diaper change,” She sing-songed, hoofing the foal back to Twilight. “Sorry, I’d love to stay and help but I should be going, the twins will want to see me before bedtime.”

Starlight cooed and wave a hoof as Pinkie moved to the door. “Bye bye.” She was then carried along as Spike helped run a bath getting a rubber ducky and bubble bath.  Twilight undressed her foal and lowered her in gently scrubbing the foal. The filly occasionally splashed about or squeak the rubber duck making the most of the bath time. After she tried off and slipped into a fresh diaper, she was carried along, snuggling her new teddy bear as to the same bed room this adventure had started in. The foal shifted, getting comfy once laid down upon the soft mattress watching the safety rails be raised once again.

Twilight let her foal get settled, before floating the bottle down and into Starlight’s mouth, holding it up for her. She relaxed, watching the milk slowly drain and feeling happy as the foal’s eyes droop, her limbs slumping into the mattress. “Sleep tight little filly.” Twilight whispered, soon dimming the light and waiting for the bottle to drain. As expected, the filly had dozed off soon after finishing and mumbled in her sleep. The new pacifier was set between her lips and with everything settled, the caretaker exited the room.