Brown Note: An Off-Color Love Story

by Starlitomega


Loved

The Everfree Forest was well known to the ponies of Ponyville as a place you simply never entered. The plants grew and thrived without the need for earth ponies. The weather developed and changed in spite of pegasi and their magical shenanigans. Animals in the forest were beholden to no one, and their vicious nature showed this. These were all the normal reasons ponies gave as to why no one should ever go to the Everfree Forest.

Clockwork’s reason was much simpler.

It was a forest.

While it was true she had never been in a forest up to this very day, she felt her reasoning was sound. Errant bugs hovered just out of tail swipe distance, waiting for her to lower her guard. The air was humid and nasty, seemingly localized just to her proximity. The vegetation seemed to grab and cling to her like a sentient being, tugging at her fur and mane.

“Ow!”

Yanking her hoof back, Clockwork glared at a rock which poked her in the frog of her hoof.

Twiliiiight, this place sucks! I thought we were going to do something nice and relaxing for our next date.”

The alicorn sighed but kept trudging forward. “I know. I was planning on us having a picnic in Whitetail Woods, but I found out today that the mushroom I need is only found in the Everfree Forest. I promise I’ll make it up to you later.”

“A promise, huh? Are we talking a Pinkie promise?” Clockwork asked, waggling her eyebrows.

“Look! A cave!” Twilight shouted, taking off into a gallop.

“Twilight Sparkle, don’t you change the subject!” Clockwork shouted, rearing back on her hooves.

Both ponies galloped down the poorly treaded path which led them straight to the cave’s entrance. Slowing to a trot, they peered inside, and then looked at each other. Clockwork was the first to speak.

“It’s pitch black inside. Did you carry a torch? I’ve got a lantern if not.”

Twilight smiled as her horn erupted into a bright light. “Why would I need a torch?”

“Cheater.”

Side by side they walked into the cave, their eyes scanning in every direction. As the darkness enveloped them, they sidled closer to one another until they were nearly touching.

“Bat guano,” Twilight noted with a hint of excitement in her voice.

Clockwork lifted her eyebrows. “Yay?”

“Very yay. According to the reference, the mushrooms I’m looking for are primarily found in caves with bats. In fact the mushrooms usually grow on the guano itself.”

“Hooray for poop… I guess.”

Traveling further in, a red glow caught Twilight’s eye. “There it is!” she exclaimed, her voice echoing in the confines of the cave.

Clockwork and Twilight crowded around the glowing object, examining it carefully. It looked like a mushroom you would find anywhere else, except for the odd glowing red spots pulsing in an otherworldly light.

“This is it. Tricileptus Crimsontura. AKA: the blood cap,” Twilight explained.

“And why do we need it?” Clockwork asked, a hint of annoyance in her voice as Twilight scooped some in a plastic bag.

We don’t. Remember Zecora?”

Clockwork nodded. “Oh yeah. That zebra you told me about. I hope I get the chance to meet her someday.”

“She needs it for a special potion. Apparently she can use it to help ponies that have pet allergies. Or in her words, ‘The blood cap is necessary, to soothe allergies from animals that are hairy.”

“Twilight! What is wrong with you!” Clockwork shouted.

Twilight looked wounded at the sudden outburst. “What? What’d I do?”

“All zebras rhyme! Ha ha! Very funny!”

Tucking away her bag of mushrooms, Twilight scoffed. “No! She talks like that!”

“Oh, sure she does! I bet she has a giant cauldron and creepy masks in her home too!”

“Actually—”

A warm jet of air passed over the bickering ponies, bringing their discussion to a halt.

“Clockwork? Did you feel that?”

The earth pony nodded. “Yeah. What do you think would have caused that? Some sort of underground geyser?”

Swallowing, Twilight turned slowly, the light from her horn turning with her. As it did, a large, scaly face with two narrowed eyes became visible.

“Oh… that is not a geyser,” Clockwork noted very helpfully.

Backing up slowly, Twilight leaned close to Clockwork. “Okay, on the count of three, we run. Ready?”

“No,” Clockwork said, undoing the strap on her mask. “You go first and find a hiding spot. I’ll have a little discussion with our friend here.”

“Are you crazy?” Twilight hissed. “You don’t even know if your voice will work on that thing! Besides, you don’t have anything to see with!”

Clockwork reached into her saddlebags and pulled out a lantern. “I told you I had one. If my voice doesn’t work, be prepared to teleport me the moment you see me leave the cave. Now, take my mask and go!”

Twilight waited for Clockwork to take off her mask and tucked it into her saddlebags. Her lips pursed thin, she nodded to Clockwork and ran for the cave’s exit.

Clockwork watched as Twilight ran for the cave’s exit. Once she knew the alicorn was safe, she turned back to the dragon which had inched closer. She couldn’t see much of the dragon, seeing as how the head was so close to her own face.

“Little pony,” he said, his voice booming through the cave, “your friend was smart enough to run. If you’re stupid enough to stick around, why don’t you stay… for dinner?” The dragon’s lips curled open, revealing huge white teeth, each as long as a pony’s leg.

Clockwork narrowed her eyes at the menacing dragon. “Now listen here…”


“Ohhh, I hope she’s okay…”

Hiding inside a bush, Twilight furiously nibbled the inside of her cheek. Her eyes remained locked onto the cave’s entrance, frantically looking for her companion.

“I can’t believe I left her alone… with a full grown dragon. I sure hope these mushrooms were worth it.”

Twilight’s ears shot to full attention as an ear-splitting roar erupted from the cave.

“Oh no.”

Clockwork emerged from the cave’s entrance, her eyes wide and galloping at full speed. Twilight’s horn sparked to life, instantly teleporting the mare right in front of her, still at full speed.

“Ooof!” Twilight grunted as she rolled backwards from the impact. Recovering from the hit, she looked over and to Clockwork who was sprawled out next to her. “Are you okay?”

The earth pony frantically pointed to her own mouth.

Twilight pulled the mask from her saddlebags and passed it over to Clockwork who quickly jammed it in. The hurried insertion caused a few grunts that made Twilight’s stomach churn. Luckily, the nausea passed without incident.

“We have to go!” Clockwork screamed, taking Twilight’s hoof.

“What? Why?”

Another roar echoed from the cave, this time, much louder.

“Because he’s coming, and he’s pissed!”

Breaking into a gallop, both ponies ran through the forest, enduring the sticks and branches that seemed to hit them square in the face. The unmistakable crackle of fire cut through the air behind them. Glancing back, Twilight saw the dragon flying toward them, breathing fire and leaving a trail of scorched grass in his wake.

The trees in front of them started to thin out as they ran. Up ahead they approached a clearing with a cliff, overlooking the rest of the forest.

“Hey Twilight? What’s your wingpower?” Clockwork asked.

“Uhhh, twelve point four! Why?”

“Calculate that against-huff-the terminal velocity of a pony-huff-that weighs one hundred and thirty-four pounds! Is it below twenty-five?”

“Yes it is! Why?”

Clockwork lowered her head and picked up speed. “I wanted-huff-to make sure your spine wouldn’t snap-huff-when you catch me!”

Twilight’s eyes bulged. “Wait, what?!”

Clockwork jumped off the edge of the cliff, her hooves outstretched.

“Clockwork!”

Launching herself off the cliff, Twilight took flight, putting her wings to work right away. Her stomach lurched as she watched Clockwork plummet toward the ground, her hooves splayed out in every direction. Streamlining her body, Twilight went into a dive, catching as much speed as she could. Using her brief lessons flying with Rainbow, she pulled out every trick she could to catch as much speed as possible. Every second that ticked by felt like an eternity, and all she could do was keep herself lined up with the earth pony and pray she would reach her in time. Even as the ground rushed up to meet them, Twilight remained focused on Clockwork, her eyes never straying.

“Gotcha!”

Wrapping her hooves around Clockwork’s barrel, she caught the falling pony and flapped her wings using every ounce of strength she had.

“Whew! Thank’s Twilight! I knew you could do—EYAAAAAAAAA!”

Twilight stared in horror as Clockwork slipped from her grip. She watched as Clockwork fell the rest of the way into the river below them, making an impressive, but not terminal, splash.

“Oops…”

A mighty dragon’s roar echoed behind Twilight. She turned just in time to see the monstrous creature a paltry twenty feet or so behind her. Igniting her horn, Twilight vanished, instantly teleporting behind a tree on the ground below. Staring up from her hiding spot, she watched the dragon circle the spot she used to be a couple times before roaring once again and taking off into the sky. She gave a cocky grin at the retreating reptile, and trotted out from behind the tree.

“Whew. I’m glad that’s over.”

Twilight’s eyes widened to the size of dinner plates.

“Clockwork!”

Galloping at full pace to the river, it wasn’t difficult to spot Clockwork’s bright pink coat against the brown riverbank. Lying splayed out on the ground, she looked more like a drowned rat than a pony. Twilight suppressed a giggle and lifted the earth pony with her magic.

“Let’s get you back to the castle so you can dry off.”

Clockwork managed a tired nod and closed her eyes as she drifted off to sleep.


By the time both ponies returned to town and retreated to the castle, the sun had set. Twilight sent Spike off to bed, and Clockwork shivered beneath a blanket in front of the fireplace. In her hooves she clutched a cup of hot chocolate, now almost empty. Bringing the cup to her lips, she drained the last bit of cocoa, savoring it’s warmth. Placing the cup next to her, she turned back to the fireplace and stared at the flames licking the chimney inside.

“Here you go. Good as new.”

Clockwork looked up, her eyes brightening at the sight of Twilight holding her mask.

“I just had to change out a few pieces that didn’t exactly agree with the water,” Twilight explained. “I’ll be right back.”

Clockwork nodded at the retreating alicorn and took the mask. Inserting the device was no longer an ordeal for her. Just a quick cough or gag at most and down it would go.

I hope there’s no long-term side effects from doing that so often.

Putting those worries out of her mind, she snapped the clasps on her mask, tightening it around her head. Letting out a now familiar mechanical sigh, she turned her attention back to the fire, basking in its warmth. Looking to her right, she saw Twilight taking a seat next to her with a white mug.

“I made some more hot chocolate. If you want some, just let me know and I’ll bring you a refill.”

Clockwork nodded. “Maybe in a little bit. I just got my mask on.”

The crackling of fire filled the silence that followed. Clockwork was the first to break the silence.

“I can’t believe how cold that river was.”

“That river is actually a spring. It comes straight from the ground and runs across Sweet Apple Acres. Where you fell in is basically where it’s at its coldest.”

Clockwork snorted. “Just my luck.”

“Hey, at least there was a river to break your fall,” Twilight chided her.

“Yeah… you’re right.”

In the silence that followed, a purple hoof reached over and touched Clockwork’s.

“T-Twilight?”

“I can’t believe you’re still so damp. Here, let me help.”

Before Clockwork could object, Twilight moved behind her and grabbed the blanket with her hooves. She gently patted the earth pony with the blanket. For her part, Clockwork wasn’t in a position to argue or disagree. She was enjoying the attention too much to object.

“You’re looking drier already,” Twilight said, pulling the blanket down off Clockwork’s head.

The world seemed to halt, as they stared into each other’s eyes. Clockwork put on a smile as best as she could, but she noticed there was something different about Twilight. There was a softness in her smile she hadn’t seen before. The air between them felt charged. At any moment it felt like something could happen, all it would take was a spark.

“Clockwork, that math problem on the cliff…”

Clockwork blushed. “Oh, yeah. I never was very good at math.”

Twilight shook her head. “No, no… I was just going to say, that was kind of sexy. I-I mean, the way you put your trust in me like that...”

Clockwork was speechless. She sometimes thought she was used to Twilight’s oddities by now, but it always seemed like something would come along and surprise her all over again. All she could do was sit there, her mouth half open in shock. After a few moments she managed a rather numb “Oh.” Fortunately, that was all that Twilight seemed to need. She returned to her task of drying Clockwork off, ruffling the earth pony’s coat with the blanket.

“What would you have done if it was over twenty five?”

Twilight’s question brought a sinking feeling to Clockwork’s stomach. She didn’t want to say what comes next.

“I would have told you to go on and then ran back to the dragon.”

“And then what?” Twilight prodded.

“I… would have bought you time to get away.”

The soothing blanket massage stopped.

“What?”

Lowering her head, Clockwork sighed. “I said, I would have bought you time to get away.”

“As in… but… but why?”

Fidgeting with her hooves, Clockwork sighed. “If it comes down between me and you, there’s no contest. I don’t have a lot going on in my life. You’re a ruler of Equestria. You have lots of friends and family who would miss you. The math isn’t hard to do… even for a pony who sucks at math like me.”

Reaching around Clockwork’s barrel, Twilight locked her hooves around the earth pony. “Lyra and Bon-bon would miss you. I’d miss you. Your mom would miss you. Do you think I could go to Canterlot and tell my favorite librarian I let something happen to her daughter?”

Clockwork fell silent. She let her muscles relax, easing into Twilight’s possessive embrace.

“Promise me you won’t do that again.”

Clockwork’s ears twitched. “Wha-what?”

“I’m not a defenseless pony that needs protecting. My friends and I end up in danger all the time. Promise me you won’t make decisions like that again. If we’re together, I need you to trust me, to trust that we can make it through anything together.

A smile graced Clockwork’s lips.

A sweet sentiment, but one she can’t back up, I’m sure.

“No offense, Twilight, but you weren’t exactly coming up with five star plans yourself. I think given the circumstances, I was-”

“Chain teleporting.”

Clockwork turned around and cocked an eyebrow. “What?”

“Chain teleporting,” Twilight repeated. “I was going to wait until the dragon was close, and then teleport both of us behind him, and then into the nearby bushes.”

“Oh. Wait… why didn’t you tell me?!”

Twilight rolled her eyes. “I was just about to, and then you gave me a math problem I couldn’t pass up. Next thing I knew, somepony was launching herself off a cliff,” Twilight noted pointedly.

Clockwork’s ears folded atop her head. “Oh.”

Once more, Twilight leaned in close, her breath tickling the hair on Clockwork’s neck.

“Promise me.”

Looking into the crackling fire, Clockwork spoke the words that felt like they would change everything.

“I promise.”

Pulling her hooves up and a little higher, Twilight grappled the earth pony and wrestled her to floor in a sudden fit of giggles.

“Ow, ow! Hey, Twilight! Heheh! What are you doing?”

Twilight didn’t answer. She was too busy trying to pin Clockwork. Manes and tails flicked and waved through the air as the mares went back and forth, each giving as good as they got. Both fighting to pin the other. Their roughhousing carried on for a few minutes until they both lay on the crystalline floor, panting and grinning at each other like foals.

“Such uncouth behavior. Why don’t you start acting like a princess for a change?” Clockwork teased.

“Maybe I will. Maybe it’s time for a royal declaration.”

Clockwork smirked at Twilight. “Oh yeah? And what exactly would that be? A second order of onion rings?”

Twilight giggled with a snort. “Nooooo… this is a declaration of ownership.”

“Ownership? Color me intrigued. Do go on, Your Highness. Declare away.”

Twilight lifted Clockwork with her magic and dropped the earth pony into her waiting hooves.

“I declare that Clockwork belongs to the kingdom of my heart.”

Twilight, being the not so very subtle ruler that she was, punctuated this statement with a kiss on Clockwork’s cheek. Once, twice, three times more did she lean in and bestow several more kisses upon the earth pony.

Clockwork stared at Twilight, frowning around her mask.

“Wha-what? Did I do something wrong? Am I moving too fast? I’m so sorry!” Twilight apologized.

“No! You’re perfect! I-I’m a freak!” Clockwork sputtered out after a sob.

Twilight leaned over, wrapping a hoof around Clockwork. “No, you’re not! Why would you say such a thing?”

“Because It’s true! I can’t kiss you and tell you I love you. I can’t love you like you can love me! I’m broken, Twilight! Right from birth, I rolled snake eyes! How can you love a freak like me?”

Twilight didn’t say a word. She simply reached over and gently undid the clasps on Clockwork’s mask. Pulling it off carefully, she took the mask and put it to the side, out of their way.

Without the mask, Twilight could see those amber eyes shimmering with tears. Two lips in a pout quivered at her. In her mind, Twilight saw the same terrified mare lying prone in her castle on the day they met. Some maternal instinct buried deep inside pleaded to somehow take away Clockwork’s pain. When they first met, all she could do was offer a friendly hug and reassurances. This time, she wanted to give so much more.

“You don’t need words to tell someone you love them,” Twilight whispered as her lips neared Clockwork’s. They each closed the gap, pressing their lips together.

Those first few kisses were sloppy. Twilight was inexperienced… or was she? Clockwork didn’t know. All she knew was the present. The here and now. Wrapping their hooves around each other, they both fell to the floor as those awkward kisses evolved into something much more.

Suddenly, Twilight pulled away, gasping for air. “I-I’m sorry! This is too fast, isn’t it? I mean, I know a lot about friendship, but I’m still new when it comes to love, and I don’t know when we—MMPHM!”

Twilight’s rambling came to a screeching halt as Clockwork reached up and pulled her back into another longer and deeper kiss. Her leg twitched as she succumbed to the passionate gesture, becoming putty in the earth pony’s embrace.


Clockwork’s eyes fluttered open. The ceiling of Twilight’s bedroom was the first thing she recognized. The second realization was that she wasn’t in a bed of any sort. Instead, she lay on a pallet of extra blankets and pillows they accumulated through the night. A soft tickle across her side gained her attention. Craning her neck slightly, she saw a large wing with bright purple feathers draped across her, covering her... protecting her.

Twilight didn’t know a lot about wings or their mannerisms, but Clockwork did. She knew from her research that pegasi often covered the ones they loved with their plumage, and that this behavior was instinctual, something a pegasus would have a hard time faking in their sleep. It was something that couldn’t be blamed on cunning, or guile. It was genuine. A giddy tingle traveled down Clockwork’s spine, and her eyes moistened with tears of happiness.

She was loved.