Brown Note: An Off-Color Love Story

by Starlitomega


Going home

Saturday morning, Clockwork arose with the sun and hitched herself up to a rented wagon. Despite the tumultuous start to her and Rainbow’s friendship, she’d grown quite fond of the nutty pegasus and in doing so, became privy to the weather schedule ahead of time. With an all clear from the weathermare, Clockwork made her way to the castle and barged inside without a second thought, leaving the wagon at the door of course.

It didn’t take too long to find Twilight, and she greeted Clockwork with a friendly smile. “You ready to go?”

With a coy gleam in her eye, Clockwork walked to the double doors and pushed one open. Adopting a faux Canterlot accent, she gave a very formal curtsy before the alicorn. “I believe we are ready, your majesty.”

Rolling her eyes, Twilight gave an annoyed huff. “You enjoy doing that, don’t you?”

“I’m not sure what you are accusing me of, Your Highness.

“I grew up in Canterlot just like you, ya know,” Twilight grumbled.

Clockwork grinned. “Maybe, but you’re the one with a horn and wings.”


In the short month Clockwork spent in Ponyville, Canterlot took on a completely different atmosphere. The ponies that walked the streets seemed much more aloof than her new Ponyville neighbors. Even the decor seemed more subdued, less colorful. In a way, it repainted her memories in a bleaker tone, but there was one memory in particular that could never be tarnished.

A smile formed at the edge of Clockwork’s mask as she basked in the shadow of a familiar building. “We’re here.”

In the historic district of Canterlot sat the very same home Clockwork grew up in. It was a small, two-story house with barely enough room for flower beds on either side of the building. The sky blue paint, now starting to peel and chip in some spots, brought years of mixed memories and emotions swirling in Clockwork’s head. Pulling out her keyring, she unlocked the front door and led Twilight into the living room.

The walls were made with traditional hardwood paneling, much like one would find in homes of that era. A tall grandfather clock ticked quietly in the corner, cutting time in half with each swing of its pendulum. It looked in some ways to be a place that was untouched by time, locked away for the last twenty or so years from improvement or upgrade.

Holding a hoof to her mask, Clockwork shushed Twilight and motioned for her to stay put, to which the alicorn acquiesced and sat on her rump. Passing through the living room, Clockwork made her way to the kitchen, the sound of running water faintly audible to her ears.

Standing by the sink was a unicorn with a purple coat and light blue mane that shined in the fluorescent lighting above her. She had her hooves in a sink full of suds and dishes, carefully scrubbing them clean.

“Hi... Mom.”

Instantly, the older mare froze, releasing the dish she was cleaning. She turned on her hooves, eyes wide in disbelief.

“Cl-Clocky?”

Raising her hoof, Clockwork gave a shy wave. “I thought I’d drop in, you know, take care of those books.”

The older mare wasted no time in crossing the room and putting her hooves around her daughter’s neck. “Ohhhh, my little sunshine, it’s so good to have you home again! And your voice! It’s wonderful to finally hear you speak!”

Clockwork blushed. “Gee, Mom. You’re embarrassing me! You know it’s only been a month since I left.”

The older mare released Clockwork and smiled. “When you’re a mother, you’ll understand. What are you embarrassed for anyway? It’s just us.”

Actually…” Clockwork began. “I brought someone with me.” She turned and poked her head into the living room. “Come on in, Twilight.”

Twilight walked into the kitchen and gave one look at Clockwork’s mom. “Mrs. Page Turner?!”

Clockwork’s mom grinned like a filly on Hearth’s Warming morning. “Twilight Sparkle! It’s so good to see you again!”

Twilight dashed over to Clockwork’s mom and nuzzled her affectionately. Despite being almost a foot taller than the older mare, Twilight seemed to shrink, hugging her like a filly. “I can’t believe it’s actually you! Oh, it’s been so long! I have my own library now; you’d be so proud!”

Clockwork blinked, unsure exactly what had just happened. “Wait a minute. You two know each other?”

Twilight and Page Turner both smiled. “We sure do! Twilight is the very best librarian I ever trained,” Page Turner announced proudly.

“Page Turner is the best librarian ever. She taught me so much growing up. Cataloging, data entry, how to make ponies cough up their late fees…”

Page Turner chuckled and gently pushed Twilight away. “Enough about that. Let me get a good look at you.” With the practiced motions of a mother, she eased a hoof through Twilight’s mane, slicking down a few stray hairs. “Okay dear, throw those beauties open for me.”

Twilight smiled bashfully and spread her wings to their maximum span. Reaching out with a hoof, Page Turner gently brushed against Twilight’s soft plumage. “Oh my goodness... just look at those beautiful wings. You sure have grown into a fine young mare. I bet you still read more than you fly, though.”

Twilight blushed, her grin spreading even wider. “Well, some things never change.”

Page sat down in a nearby chair, her eyes never leaving Twilight. “I was there at your coronation, you know. I was so proud seeing you—that same timid little filly who checked out her own body weight in books—stand there alongside Princess Luna and Celestia! I cried when you marched down the path and took your first flight, shaky though it was.”

Twilight’s blush deepened, staining her cheeks crimson. “Awww, it’s not that big of a deal, really.”

Seeing Twilight and her mom catch up brought out some mixed feelings in Clockwork. What she expected would be a ten minute ordeal of her mother bowing and offering apologies to Twilight, ended up being a reunion. To see her mother have such a deep bond with Twilight stirred up a little resentment, and even some jealousy. For much of her life, Clockwork’s mom was her best friend. To see that shared with another pony... it rubbed her the wrong way, and she honestly couldn’t put her hoof on why. Still, they both seemed happy, so what was there to be upset about?

“Clocky? Is something wrong, dear?”

Her mother’s voice brought the daydreaming pony back to reality. “No. I’m fine, Mom. Just thinking about something.”

Page left her chair and walked over to Clockwork. Her hoof grazed across the mask affixed to Clockwork’s muzzle, studying the mechanical apparatus carefully. “So this is the gizmo that gave my daughter her voice. How does it work?”

Clockwork shrugged. “Something to do with my lary—”

“It applies pressure to the vocal chords, which in turn alters the vibrations that causes the uhhh, unwanted effects her voice usually has,” Twilight answered.

Page turned to Twilight, a warm smile gracing her lips. “And to think, I was afraid you becoming a princess would stop you from being the same nerd you always were.”

Twilight’s cheeks puffed out in indignation. “Hey! I’m not the same nerd I used to be. I have friends now!”

“You had friends before, you just never realized it, my dear,” Page retorted. Her eyes flew from Twilight, and then to the window. “Won’t be long before night time comes. I’ll pull out something for dinner. You two should probably go sort through those books.”

“Are you sure?” Clockwork asked. “I don’t mind helping you with the cooking.”

Page shook her head. “Nope. Go to it. You too, Twilight. Clocky is terrible when it comes to sorting. She’ll just open a book and start reading it for hours if she doesn’t have someone watching her. You better go make sure doesn’t get sidetracked,” Page said, opening the fridge.

“Mother!”


The library was a lot larger than someone would expect from a home so small. Lining three of the four walls were ceiling to floor bookshelves. The one wall that didn’t have a bookshelf instead had a window looking out, a few shelves with scattered knick-knacks, and a mahogany desk with a globe on it. It was, in a word, stately. Clockwork walked over to the globe and gave it a spin.

“Just like I left it.”

Picking up one of the books from a shelf with her magic, Twilight blew across its top, sending a plume of dust through the air. “You left it dusty?”

With a chuckle, Clockwork reached into one of the desk drawers and pulled out a feather duster. “No. Mother never remembers to dust.”

Twilight rubbed a hoof across her chin. “Now that you mention it, I always ended up dusting when she was mentoring me.”

“I bet you thought that was a coincidence, huh? It never hit you that maybe my mom was a little lazy herself?”

“She’s not lazy,” Twilight protested, “she delegates.”

Books enveloped in a purple glow lifted from one of the bookcases and flew through the air. One by one they fell into a box in a neat, orderly fashion. Once one box was full, the floating books hovered over to the next.

“Mrs. Turner was my favorite pony at Celestia’s school… not counting Celestia herself, of course. She always seemed to have the answer to any question I had, and in the rare case she didn’t, she would take me by the hoof and say, ‘Let’s go find out, shall we?’ and then we’d go find a book about whatever I asked. I’m just… surprised.”

Clockwork looked up from the box she was currently stuffing full of books. “About what?”

“Well… she never mentioned… you.”

At this, Clockwork’s heart skipped a beat. “My uhhh, my mom’s never been one to talk about her personal life. We kinda keep to ourselves.”

Twilight stopped sorting and lifted her head. “Doesn’t that seem strange to you? Everypony loves talking about their foals and how smart they are, how cute they are, their first words… your mom said nothing. Isn’t that a little unusua—”

“Listen, Twilight, my mom’s just a little private. That’s all. Let it go,” Clockwork said, her voice becoming curt.

“Oh.”

The ponies resumed their sorting as silence fell across the room. Regret instantly filled Clockwork’s mind as the divide between her and Twilight seemed to grow.

“Listen, I’m sorry. I didn’t mean to snap like that. It’s just… there’s some strings there that shouldn’t really be pulled. Forgive me, okay?”

Twilight gave a comforting smile. “It’s alright. It’s like you said, some ponies just aren’t very open about their personal lives.”

Clockwork returned the smile, but the underlying regret remained.

If only that was that truth.


Tearing themselves away from books was not easy, but Twilight and Clockwork managed to do so. Stretching their legs with the brief walk to the kitchen did wonders, and by the time Clockwork finally took her seat at the table, her stomach growled, letting her know she was past ready to eat.

She noted that her mother had pulled out the good tablecloth, which was solid purple with white fringe. The table itself wasn’t very big, but still had six chairs. Not that they usually had a chance to use them. Most of the time the extra chairs were used as coat racks, towel holders, or just to collect whatever they didn’t feel like putting away at the moment.

Reaching behind her head, Clockwork flipped open the clasp on her straps, loosening the mask. With a quick jerk, she pulled the tube and box out of her throat and put the device in the chair beside her. Turning to Twilight, she gave a toothy grin just as her mother walked over with a steaming pot of soup.

“Okay, girls. It’s not exactly five star cuisine, but it’s the best I could do with literally no advance notice,” Page Turner said, giving her daughter a rueful grin. Immediately, Clockwork started waving her hoof about and pointing in very specific directions.

Out of nowhere, Page nodded and spoke again. “I know you wanted to surprise me, dear. I’m just saying if I had known, I could have prepared better.”

It was at that moment it hit Twilight. “Wait… you two know how to sign?”

Page chuckled. “Of course! How else do you think I raised a daughter for so many years? I usually ask her to do something… say, getting her socks off the floor, and then she spends the next few seconds using her hooves to tell me why she’s too lazy to do it.”

This earned another flurry of movement from Clockwork.

“Of course I’m embarrassing you, sweetheart. That’s what mothers do. Say, after we eat, why don’t I dig out the photo album with your baby pictures for us to look at?” Page suggested.

Clockwork seemed less than pleased with this suggestion, her head hitting the table with a loud thud.

Page laughed again. “Just joking, dear. Oh how I’ve missed having you around. It gets so boring here by myself.”

Clockwork raised her hooves once more, this time going for a rather significant period of time before returning to her soup.

“Well, the library isn’t the most exciting place, but there are a few ponies there who keep me busy. There’s one cute little filly in particular that reminds me of a certain purple unicorn I used to mentor. She even helped me catalog the entire non-fiction section.”

At this, even Twilight raised her brows. “Wow. Talk about dedication. I remember it took me two days to finish doing that.”

Page smiled. “The whole time we were working, she asked me questions non-stop. ‘Why is the sky blue? ‘When is the summer solstice?’ ‘What’s the melting point of steel?’ Such a curious young mind.” Page looked up at Clockwork. “Speaking of young minds, what have you been up to?”

Clockwork replied with another set of motions with her hooves. It was at this very moment with a spoonful of hot soup in her mouth that Twilight wished she knew how to read sign language. Page Turner abruptly laughed. “Yeah, I bet Twilight does look pretty cute in a lab coat.”

At this, Clockwork’s face blanched. A blush crossed Twilight’s cheeks and she was happy to blame it on the hot soup. Meanwhile, Clockwork’s hooves immediately launched into what appeared to be a game of homicidal semaphore, to which Page just smiled.

“Oh, come now. You know I’m not going to let you talk about our guest behind her back. I taught you better than that.”

Clockwork nodded in defeat, but the color had yet to return to her face.

Clearing her throat, Twilight finally spoke up. “So uhhh, where’s Mr. Turner?”

A pallor fell over the table as though someone had walked over their graves. Both ponies fell still as they looked away.

“Did I… say something wrong?”

Looking up from her bowl of soup, Page put on a smile. “Let’s uhhh, talk about something else. That’s not exactly good dinner conversation.”

“I-I’m sorry!” Twilight uttered as she covered her mouth with her hooves.

Shaking her head, Page kept up her smile. “It’s okay. You’ve done nothing to apologize for. So, tell me about this castle of yours. Clockwork just said you have more space than you know what to do with.”

A smile returned to Twilight’s face, grateful that Page had bailed her out. “Oh, you don’t know the half of it…”


After dinner, Twilight and Clockwork pitched in with the dishes and cleaning up. Clockwork, who had retrieved her mask after dinner, was the first one to state the obvious.

“It’s dark,” she said, her eyes peering out the window. “Looks like we’re staying the night.”

Twilight nodded in agreement. “There’s no way we’re moving a wagon full of books this time of night. I’d rather not disturb the princesses either, but I may not have a choice.”

Clockwork’s mom tsked loudly as she put up the last of the dishes. “I see how it is. Princess Twilight is too good to sleep alongside normal ponies like us. Princess Twilight has to have a king sized bed or she can’t fall asleep.”

The alicorn puffed out her cheeks with indignation. “Th-that’s not true! I just don’t want any of you to give up your beds, that’s all. It’s called courtesy.”

Page gave a soft chuckle. “I know, dear. Oh how I missed teasing you when you were younger. You won’t be putting any of us out of a bed. We still have two beds in Clockwork’s room. You’re free to stay the night if you wish, but I understand if you would like to go find a room at the castle.”

Twilight bit her lip. She did sort of want to sleep at the castle, not because she was used to luxury, but because it would be less awkward for everyone. However, it was rather late, and with the knowledge she wouldn’t be forcing somepony to sleep on the couch, she finally relented. “No need to go traipsing off in the dark if we’ve got an extra bed here. I’ll just stay with you two.”

Page smiled. “Excellent. I’m sure you two are about ready for a shower. If you’d like, Twilight, feel free to use the master bath. Clockwork has a bath of her own.”

Twilight’s ears perked up. “What about you?”

Page grabbed a newspaper sitting on the edge of the table and headed for the living room. “Me? I’m going to do a spot of reading. Go on, I won’t turn into a pumpkin while I wait.”

Twilight smiled. “Thank you, Mrs. Turner.”


Twilight hated to admit, but she still felt awkward in other ponies’ houses. The fact that said house belonged to a pony she adored while growing up did little to ease her nerves. Of course, there were few things in the world a nice warm bath couldn’t help, and Twilight’s anxiety was no exception. After saying goodnight to Page Turner, she walked into Clockwork’s bedroom, just in time to see her spreading fresh sheets over the second bed in the room.

Twilight waved her hoof dismissively. “Oh, you don’t have to go out of your way on my account.”

Clockwork kept on her task of changing out the sheets. “Of course I do. You’re my guest. Princess or not, I would make sure you get fresh bed clothes.”

Twilight waited patiently for Clockwork to finish. In the meantime, her eyes studied the room. The walls were painted white and the décor was rather spartan in nature. No real knick-knacks or decorations to speak of. Just a few pictures and shelves, now mostly barren.

It makes sense. She’s been living in her workshop for years now. It does make me wonder, though… who does the second bed belong to?

“Done!” Clockwork announced cheerfully.

Twilight turned and gave a friendly smile. “Okay. Guess we should hit the hay, huh?”

Receiving no answer, Twilight turned and looked around the room. It was mysteriously empty. No sign of her bunkmate anywhere.

“Clockwork?”

Suddenly, the closet door burst open. Wearing a white set of P.J.s adorned with hearts, Clockwork walked out of the closet with a smile. “They still fit!” she exclaimed.

Twilight looked down at the cuffs and noticed a sizable gap of several inches, as well as a few tight spots around her flank and shoulders. “They sort of fit…”

“Gotta ruin my fun, don’t you,” the earth pony said. “I’d offer you a pair of my leftover P.J.s, but I don’t think your wings would fit.”

Twilight hopped into her bed with a giggle. “If they’re anything like that pair you have on, not much of me would fit in them.”

“Yeah, I guess you’re right. Time for some shut-eye, then,” Clockwork said, climbing into the other bed.

Twilight slid beneath the soft comforter, letting the cool touch send a chill of pleasure down her spine. It was only a momentary distraction, though. Truth be told, a burning question raged in her heart, and she intended on asking it before Clockwork took off her mask for the night.

“Clockwork… whose bed am I sleeping in?”

The earth pony fell still. “You’re in my bed, of course.”

Twilight’s ears perked up. “Really? Then whose bed are you in?”

At this, Clockwork shrank back and let her head fall onto the pillow. The sudden silence gave Twilight pause. She sat up in bed and looked over at Clockwork. Gone was the half smile around her mask, replaced by a more thoughtful expression.

“Twilight, which do you think is more important: nature, or nurture?”

A crease formed in the alicorn’s brow. “It’s a hotly contested question. No single study has proven which guides a pony’s moral compass. According to research from the Manehattan Institute of Mental Health—”

“No, no. I don’t care what books or studies say,” Clockwork interrupted. “I want to know what you think.”

An eerie silence formed. Only the ticking of the wall clock could be heard.

“I don’t think it matters,” Twilight stated, breaking the silence. “I don’t look at the past of a pony, I look at who they are. Maybe our parents have an effect on us, maybe they don’t. In the end, we are who we choose to be. Does that make any sense?”

A few moments went by without an answer. Clockwork’s eyes remained fixed at the ceiling.

“This is my brother’s bed.”

Twilight tilted her head. “Your brother? I didn’t know you had a brother.”

“I don’t… not anymore. My brother was several years older than me, from my mother’s previous marriage. It didn’t stop him from treating me like his baby sister, though. We did everything together, despite not being able to talk. He just sort of knew what I wanted or needed, and if anypony tried to mess with me, he sorted them out real good.”

Clockwork fell silent again.

“Wh-what happened?” Twilight asked.

“Years ago, when I was just a filly, I was being groomed to join the Canterlot elite. My father planned to have me put out to the nobles as a prospective bride. I took daily classes on how to eat, walk, dress, and even stand like a princess. All I wanted was to play with toys and machines. Learn how they work, fix them… you know?”

Twilight nodded.

“My parents were at each other’s throat every night during those times. My father would come home from some function drunk off his butt, and have a shouting match with my mom. At the time, my father’s business started to tank, and the money dried up, but he stayed within the Canterlot elite.”

A sense of dread had been hanging over the conversation for awhile. At this point, a knot formed in Twilight’s gut.

I don’t like where this is going…

Clockwork let out a sniffle, her voice becoming increasingly choked.

“I remember the first night he hit Mom. Me and my brother sat in our room. He cradled me and swore under his breath. He wanted to stop him, but he wanted to protect me, too. I just wanted it all to end.”

Twilight put a hoof to her mouth. Oh, Celestia…

By now, Clockwork was openly crying. She reached into the nightstand by her bed and pulled out something. She held it out towards Twilight, her hooves shaky. The alicorn slowly took the object with her magic, and upon moving it closer to the lamp light, realized it was a choker. The buckle on it was completely and utterly broken. It had a small gold plate on the front, and she could sense several spells on it.

“Clockwork. Why is this enchanted?”

“I-it’s a spell. It keeps me from saying anything, and it hurts. It never stops hurting. It feels like someone is constantly squeezing my neck when I wear it. Fa-father knew if I could speak, somepony might find out wha-what my voice can do, so he forced me to wear it…”

Twilight gasped. “That’s cruelty! How did he even find something like this?!”

“If you have the money and the connections, you can get anything you want,” Clockwork muttered.

Looking at the choker in her hoof, Twilight nearly dropped it as if it were a scorpion.

“One night, mother was off shopping at the market when Father came home. It wasn’t even nighttime yet, and he was completely drunk. When he came into the kitchen and saw me without my choker on, he lost it.

“He shouted at me, asked me why he paid so much money on the choker if I wasn’t going to wear it!” Clockwork sputtered out between sobs. “He struck me before I could move, and all I saw for a moment was white as I hit the ground. I looked up at him just in time to see my brother jump on his back.”

Twilight had heard enough. Slipping out from her bed, she dropped the choker and walked over to Clockwork’s bed and hopped in, wrapping her hooves around the sobbing earth pony. “It’s okay, you don’t have to say anymore. I never would’ve guessed…”

Clockwork gripped the alicorn’s hooves tightly, clinging to that hug as if she were dangling from a cliff. Years and years of pain, which had been festering like an open wound, were finally brought to the surface. As time passed, Clockwork’s sobbing slowed, punctuated by the occasional hiccup and sniffle.

“I… I couldn’t stand to watch. I closed my eyes and cowered in the corner as my brother and father screamed and fought. At some point, I heard something metal, and then shouting. After that, the only thing I heard was heavy breathing, and eventually, even that stopped. When I opened my eyes, my father was still. My brother was laying on the ground next to him with a knife and lots of… well, you know. He had so many cuts and I knew it was too late. I just… I wanted to tell him just one time I loved him. I wanted to thank him for saving my life, for always being there for me. I couldn’t tell him. Over the years we were together, I wrote it down for him, I even signed it to him, but I couldn’t tell him. He never heard those words from me. All I could do was sit in the corner and cry.”

All at once, Twilight remembered all the times she spent with her brother, all the times they talked, sang, argued, laughed… all of it felt like a luxury at that moment.

“When my mom came home, she went hysterical and screamed for help. I spent the entire night writing down exactly what I saw for the guards. It was a big story at the time. My father’s fall from grace made headlines for awhile. The sheer horror of the scene reached the ears of Princess Celestia. A full investigation was launched immediately. The guards found the pony that made the choker and locked him up.”

“Serves him right,” Twilight growled. “Why do you still have it?”

“The guards told me that Princess Celestia ordered it returned to me, and that I could do whatever I wanted with it, as long as it never ended up on another pony’s neck. I busted the buckle with my hammer and cut the strap.”

Twilight stared at the offending object laying on the ground. If it had been her, she would have had it completely destroyed. She couldn’t help but wonder why Clockwork would want to keep such a cruel reminder of the past?

“After locking that pony up, the guards then they turned their investigation to us. As it turned out, we were more than broke. My father had taken out loans, and we were left with the debt. The princess offered my mother a job at the library and paid off her loans. From that point forward, my mother lost any interest in dating, and just took care of me.”

“You’re worried, aren’t you?” Twilight asked.

“Huh?”

“Your father. You’re worried that since you’re his daughter, there’s something of him in you.”

Clockwork nodded slowly, her gaze turning away from Twilight.

"Clockwork, there's nothing in you that even slightly resembles the pony you’ve described. In fact, based on the time I've spent with you, I'd say you two are polar opposites.” Twilight nuzzled her gently. “I don't think you have anything to worry about."

Silence took hold again, neither pony saying a word; both were content to lie in the dark.

“I miss him. My brother, I mean. He would come home from school with a book far beyond anything I was supposed to understand, and just read to me. He taught me so much. He even encouraged me to talk to myself when I was alone. ‘Practice’, he called it… for the day I would finally be able to speak.”

Letting her grip on Clockwork loosen, Twilight rolled onto her back. “You know, the ancient ponies of the Appleachian Mountains said that as long as ponies were talked about, they never really go away. They live on through our words, shaping the future long after they’re gone.”

Clockwork closed her eyes as a gentle smile formed around her mask. Placing her hooves over her heart, tender memories burst forth in her mind. Memories of forts built in the living room from the couch cushions, memories of cookies taken in daring operations, memories of a brother and sister that stood by each other, no matter what.

“Obviously, I’ve never told anypony about this before. It’s been locked away for so long that I thought I was over it. The truth is, I never really let it out until this moment. Thank you, Twilight... for listening to me.”

Twilight couldn’t help but smile. Even though she did little but lend a caring ear, it clearly eased a burden Clockwork had been carrying for years. “Here, I’ll take your mask off,” Twilight said. Just as she reached for the clasps behind Clockwork’s head, a hoof stopped her.

Clockwork opened her eyes and stared deeply into Twilight’s. “Good night.”

Twilight nodded and returned the smile. After carefully undoing the straps, she pulled the mask off and the tube with it. Laying it on the nightstand, Twilight got up and trotted over to her own bed and climbed back in. It wasn’t long after her head hit the pillow that memories she shared with her own brother came rushing forth. Gripping her pillow tightly, she let sleep overtake her, while these pleasant scenes played out in her head.