The Cloudy Stars

by Fullmetal Pony


Diamond Butterflies

Star was walking through the halls of Canterlot Castle. He had somehow managed to pass his ambassador exam. In fact, he'd been the only one to pass. For his great accomplishment, he was going to be given the title by the Princesses themselves. I can't believe I actually get to see the princesses. As he walked further down the halls, the Princesses came into sight. Both of them were sitting in regal positions, waiting for him to reach them. As he reached the steps before their thrones, he bowed in honor.

"Rise Star Gazer," came Celestia's voice. "You have passed a great challenge in order to be here today. By the power vested in my sister and me, we name you-"

"You're really going to give the title to him?" A voice that was filled with mockery came from the shadows of the room. "Look at him! A stallion who can't even say hello to a mare, what a joke! Although, I suppose he's not a stallion anymore."

Star turned around in horror, ignoring the Princesses, who now seemed very far away. "Who? Who said that?!" More horror crept onto Star's face as the royal hall was now packed with ponies. All of them were mares with terrifying smiles on their faces.

"We did." They all seemed to respond in unison. "After all, why should the princesses accept a freak like you? A stallion turned into a mare? Now that's comedy!" The unified voices now started a deafening laughter.

Star quickly turned around screaming "No! No! It's not true! Please Princesses! They're lying!" Star then realized his voice wasn't his own, but rather that of a mare. In a cold sweat, he ran a hoof through his mane and muzzle. His mane was long now and his muzzle was rounded. As the mortifying revelation dawned on him, the laughing kept getting louder and louder. Even more horrific, he now saw the Princesses begin to snicker and laugh at him as well. The hall melted away into more mares that laughed more and more as they surrounded him, their faces twisted into nightmarish sneers. All Star could do was shrivel into a small ball while continuously crying, "No! No! NOOO!"

~~~

He sat up drenched in sweat. He was back in the boutique, but the laughter was still ringing in his ears. "Oh thank Celestia! It was just..." he heard his mare voice again and his sprits sank, "…a dream."

"Oh you poor thing. It sounds like you had a dreadful nightmare." Rarity looked down on Star. Twilight was was also standing over him. Both mares had worried looks.

"You kept murmuring in your sleep about how the mares were going to get you. We tried waking you up, but you're quite the heavy sleeper," Twilight said while keeping a nervous smile.

"Right, okay, Twilight, I think it's time I went home." Without even waiting from Twilight to respond, Star was rushing to the door, just wishing to get away from everything.

“Mr. Gazer please wait! Your coat still isn't finished!" Rarity cried out. Her words stopped Star in his tracks.

"What!?" How did she find out my name?! Star thought as he slowly turned his head around in shock and then he stared daggers at Twilight.

"I'm really sorry, it just slipped my tongue, I-I didn't mean to!" Guilt was stretched across Twilight's face.

"Great, just great! If these keeps up, the whole town will know about this before sundown! Oh, what am I going to do?" Star fell to his knees and buried his head in his hooves.

Rarity came over and gave him a pat on the back. "You poor thing. Twilight told me everything and I think what happened to you is absolutely mortifying. I can't even imagine having your gentlecoltery taken away! Just know that we're here if you need anything."

Star tearfully looked up. "T-thank you Ms. Rarity," he sniffled.

"Don't worry dear, I'm sure everything will be just fine. Twilight really is the most proficient magic user in the kingdom."

"Rarity, you know I don't like ponies talking about me that way." Twilight walked over to the two and helped Star up.

"It's just a complement Twilight." Rarity then turned her attention back to Star. "Anyway, the coat still has a little work to do on it, and it will take me a little bit to finish it. Is there anything I can get you while you wait?"

"D-do you have any green tea?" Star's voice was very meek and ironically would have probably made some stallions' hearts beat faster.

"Oh certainly. Twilight, would you mind helping me in the kitchen to make the tea? I'll get it started, but I want to finish this coat for our friend fast."

"Right." Twilight nodded to Rarity's request. She then turned back to Star. "Star, will you be okay in here?"

"Y-yes! Definitely!" Star welcomed any chance to be alone, any chance to be away from the mares. He just needed to breath.

"Okay then." Twilight disappeared along with Rarity into the kitchen. That left Star alone with the clothing and the mannequins. He slowly trotted back over the couch and fell straight on it. Despite having just woken up, he felt completely drained of energy and just wanted to crawl into a dark hole where nopony would find him.

Quite a mess you've gotten yourself into, eh Star? He thought as he moped on the couch. Wait, didn't Miss Rarity call you a friend? No, she was probably just being polite. I bet if it wasn't for Twilight, she'd be laughing her flank off.

Then another horrifying thought crossed into Star's mind; he was a mare now. He was already aware of the fact, but in the rush of the day he hadn't had time to let that fact sink in. His eyes traced the curves along his body. Rarity had been right: Star did have quite the body for a mare. The thought of finding himself appealing caused Star to turn beet red.

The sound of the front door opening broke Star out of his disturbing thoughts. He quickly hid behind the couch, praying that whoever it was wouldn't see him.

"Um, hello?" came a very small voice from the front of the store. Standing there was a yellow pegasus with a pink mane. "Rarity? Are you here?" The shy pegasus began walking around the store looking for her friend.

Gotta get away! Gotta get to the kitchen! Star crawled along the ground, hiding behind any furniture or mannequin he could find, desperately trying to get away from yet another mare. Finally, he was almost to the kitchen. All that was left was a gap between the door and the mannequin. Okay, just gotta make a final rush! Star flapped his wings like he was running from a raging dragon. But instead of flying in a straight direction, he veered right into the wall. What the ha- was the last thing Star thought before the wall met his face. After a second of darkness, he shook his head and tried to get his bearings. It was then that Fluttershy approached him.

"Oh my goodness! Are you okay?" She was very close to Star now, a look of worry upon her face.

"I-I'm fine!" Star quickly backed away from the mare. He wanted to fold up his wings and cover his face, but then stopped, since doing so would show more of his flank and more of his mark. He didn’t know what to do and the situation was getting out of his control.

"But you hit your head."

"I'm fine I'm just…just mpphh…" Star had been overloaded once again and had now resorted to shivering and timidly backing away from the mare.

"Oh, um, I'm sorry I didn't mean to disturb you, really!" Fluttershy now had a look of pure anxiety on her face, fearful that she had done something horrible to the shaking mare in front of her. But before she could worry any further, Twilight and Rarity burst back into the room.

"What is going on- Fluttershy?" Twilight rushed ahead of Rarity, completely stumped by the scene in front of her.

"Oh, I knew I forgot something." Rarity bit her lip. "I'm sorry Twilight, I completely forgot that Fluttershy and I were going to the spa later today."

"It was a little mistake Rarity. Trust me, I've made worse today." Twilight looked back and forth between Fluttershy and Star.

"Umm, excuse me but, um, I was just wondering, what's going on?" Fluttershy nervously asked as she looked back and forth between Star and her two friends. "Did I do something wrong?"

"No Fluttershy, this isn't your fault… it's mine." Twilight trotted over to Star with a face full of guilt. "Oh Star, I'm so sorry."

"I-I just want to wake up," came a small cry from the brown mare as Star's mane fell over his eyes. "It's just a bad dream."

"Oh my." Fluttershy's look of concern deepened. "She sounds worse than I did that time with Philomeena."

There was that pronoun again. Star suddenly stopped shaking.

"Darling, you okay?" Rarity asked tentatively.

"She said it again," Star murmured.

"What?" Twilight asked.

"She said it," Star once again murmured.

"Um, is she okay?" Fluttershy nervously asked.

There it was again, that horrible horrible word. "Stop it," Came a tense voice from Star. "Stop. Using. That. WORD!" Star's face was filled with pure hysteric anger. The look he was giving Fluttershy was one of pure malice. "I'm not a she! I'm a stallion, damn it! If I have to deal with this any longer, I'm going to… going to… oh." Star now saw that Fluttershy was on the verge of tears. He quickly shied away, ashamed of himself. He'd done the one thing he feared most: he'd upset a mare. Underlying all his fears of being near mares was his ultimate fear of upsetting one of them. He felt sick to his stomach. "I…I'm sorry," was all he could meekly say.

"I know you've had a rough day, but really, Fluttershy's a sensitive mare, yo-" Rarity's words felt like a stake to Star's heart.

"I know! I was wrong!" Tears were welling up in Star's eyes now. "Why did this happen? I never wanted to upset anypony, especially a mare! That's why I'm nervous around them!" Star wasn't even talking to the other ponies now, he was just screaming out his thoughts. "I don't get them! WHY? Aren't they just like other ponies? Then why can't I just be friends with them? Why can't a get a fillyfriend? WHYWHYWHY?" Star ended his rant by crashing to the ground and sobbing. The next thing he felt was a wing covering his body.

"There, there," Fluttershy snuggled Star tighter with her wing. "You just get it all out. It sounds like you've had a bad day."

"Wh-why?" Star sniffed as he looked up with red eyes at the pegasus that was now trying to comfort him. "I-I said horrible things to you, I… I hurt you." Tears continued to roll down his cheeks.

"That was just stress talking. We all have our rough days." Fluttershy thought back to that time at the Gala. "You just let it all out and you'll feel much better."

"W-why are you b-being so kind to m-me?" he sobbed.

"It's the least I can do. Besides, it sounds like I said something that upset you."

For a second, all Star could do was be dumbfounded. Here was a mare that he'd yelled at apologizing for nothing. He fell onto Fluttershy's shoulder and cried his eyes out. Fluttershy in turn patted him on the back. "It'll all be okay, just have good cry."

Meanwhile, Twilight and Rarity were watching the events play out from the sidelines. Twilight just had a look a pure bafflement on her face The day's events were now taking a toll on her as well. Rarity had somehow pulled out a tissue and was dotting her teary eyes with it. "Oh, isn't it just moving?"

"I think I'm beginning to feel Star's pain… this day is just getting crazy," Twilight sighed as she rubbed her forehead and tried to make sense of everything. But she too was a little touched by the scene.

~~~

After a little while, Star finally stopped crying and moved off Fluttershy. His glasses had come loose during the whole ordeal, so he pushed them back with a hoof. It didn't help his image much since his eyes were puffy and red, his body sagged with fatigue, and his mane stuck out in almost every direction. "Thank you miss… sorry, I didn't get your name," he said in a weak tone. His vocal cords had taken a beating from all the crying.

"It's Fluttershy," she replied.

"Well, thank you Ms. Fluttershy. You really helped, I think I needed that." Star now had a comforting look on his face.

"Oh, I'm so relieved, you really didn't seem well when I came in… if you wouldn't mind me asking now," she looked to both Star and her two friends, "um, what is going on?"

Star opened his mouth to explain, but Twilight stepped forward instead. " I think you need some rest. Your voice probably isn't in the best order right now. I'll explain, it's my fault anyway."

"Don't be so rough on yourself Ms. Sparkle," Star said in a rasping voice as he lied down on the nearest piece of furniture. "But I think you're right, my voice isn't going to hold out much longer."

Rarity then appeared once more from the kitchen levitating a saucer and a cup full of hot tea over towards Star. "You just rest there as long as you want and drink as much tea as you need. I must admit, you have quite the instincts to know what to get for a sore throat."

"Thank you Ms. Rarity," Star said as he blew and sipped on the tea. To his surprise, he detected a hint of honey in the tea. While he usually enjoyed his tea straight, he was glad that Rarity had been so caring in her preparation of the drink. His eyes began to close as Twilight started to explain the situation. This time, however, no nightmares came to him, rather just vague dreams of stars and planets swirling in a sky that constantly shifted colors. To Star's frayed mind it was a very tranquil and relaxing dream.

~~~

When Star next awoke he was no longer on the couch, but instead he was in a bed, a bed that was bit too small for him. Even with his more petite mare form, Star's hind legs easily drooped over the edge of the bed. "Where? Where am I?" Star pondered aloud as he surveyed the room. It was filled with kid stuff: coloring books, dolls, exc. His observation was ended by Rarity entering the room.

"Oh good, you're up, we were beginning to get worried. You've been out for a good few hours."

"Ms. Rarity? Where am I?"

"My sister's guest room. We thought it'd be best if you slept on a proper bed and, well, my room…" Rarity glanced up in embarrassment thinking of the controlled chaos her room was. "Lets just say it's not for the eyes of a gentlecolt."

"Heh, I don't exactly have gentlecolt eyes right now." Star took his glasses from a nearby stand and placed them back on his head.

"Well, you seem to be sounding much better now. So why don't we go downstairs and have a little snack? I'm sure you must be starving."

It was true. Star hadn't eaten anything since before he'd gone to the library, and that had been early in the morning. As if on cue, his stomach gave a loud grumble. "Yeah that sounds like a good plan." As they trotted down the stairs, a single yellow pegasus looked over to them.

"Oh, Mr. Gazer, are you feeling better?" Fluttershy asked in her typical nervous tone.

"Yes, much better, thank you… where is Ms. Sparkle?" Star asked as he looked around for Twilight.

"She said she'd be heading back to library to start looking for a cure… it also sounded like she made quite the mess there as well."

"She told you everything as well?"

"Oh yes." Fluttershy looked at the ground. "I'm sorry, should I have tried to stop her?"

"No, no, it's fine. After the way I acted, you deserved the truth. I'm really sorry." Star bowed his head in shame, his previous actions felt like a gaping wound.

"It's fine, after what you went through, I don't blame you… I'd probably be terribly upset if I got turned into a stallion."

The idea of this fragile little mare being turned into a stallion struck Star as something he hadn't felt all day: humorous. "Y-you?" He was trying to hold back a snicker. "Whoa, and I thought my situation was bad, but you? A stallion? I-I can't even…" His mind was racing, until finally he couldn't hold back the laughter any more and let out a small chuckle before he silenced himself once more. "Sorry."

"No, it's quite fine." The mare smiled back. "It is pretty funny." She now chuckled as well. Seeing the mare chuckling released all the barriers on Star's mouth and a flood of his own laughter joined Fluttershy's.

"Hahaha, knowing fate, you'd probably look like Mr. Macintosh!" Star weezed.

"Big Mac?" A look of comedic shock was on Fluttershy's face for a second before she erupted in laughter again. "What…what would they even call me? Flutterguy?"

The pun was lame, but Star just couldn't stop laughing "Given my name choice it'd probably something silly like Butterscotch."

Barely able to breath, Fluttershy somehow was able to control her laughter a little to ask a question, "What name did you come up with anyway?"

"Cloudy Sky, I just thought of it on the spot, Twilight was stumbling on her words and it just popped into my head."

"Well, I think it's a fine name... but Star Gazer is definitely better."

The conversation was truly an enjoyable one. After the ordeals of the day, Star was glad that he'd been able to have such a fun conversation. In fact, he couldn't really remember the last time he'd had a conversation that was this fun. But what was most important was the thing Star wasn't noticing: he was talking with a mare without getting nervous. But before the conversation could go further, Rarity walked back in, having disappeared into the kitchen to fetch the snacks. She came in levitating a tray filled with petite sandwiches and another tray holding three teacups. "Who's ready for some food?"

"Heh, I am. I may look like a mare now, but I still have a stallion's stomach." Star patted a hoof to his stomach.

"And what, may I ask, was all that noise earlier?" Rarity sat herself and the food down at a table.

"Oh we were just…pfft," Fluttershy tried to hold back another laugh.

"We were just talking," Star said truthfully, for some reason his face was blushing a little though.

"Really?" Rarity gave them both an inquisitive look. "You know I'm sure once Mr. Gazer is back to normal, you two would make quite the pairing."

"What!?" They both said simultaneously, "But I she/he… it's not like that!" Now both their faces were bright red.

"Oh I'm only joking, but that just now really was quite cute. Now, why don't you sit down and have some food?" Rarity levitated two stools out from under the table so that it'd be easier for the two of them to join her. They both took their respective seats with their faces still glowing red.

Star decided to distract himself from the awkwardness by digging into the food. He inhaled one of the sandwiches in a single gulp and then went for another one. "You weren't kidding about having a stallion's stomach, were you dear?" Rarity said as she watched Star devour the second sandwich in the same crude manner he'd eaten the first one.

"Mmm, Ms. Rarity, you really do make good sandwiches!" Star happily said with his mouth still half full of food.

"Oh… yes… certainly dear," Rarity said as she tried to not look appalled at the barbaric display.

"Um, Rarity?" Fluttershy whispered, noticing Star's display as well.

"Yes dear, I know." She looked over to Star, who was now halfway done with his third sandwich. "Um, Mr. Gazer?"

"Hmm?" A piece of lettuce was stuck between his lips when he stopped eating.

"We think it might be best if you didn't eat outside too much while you're like this."

"Oh trust me, I intend to stay in my house the entire time I'm like this. Hopefully I won't have to go to the market to get more food until I'm back to normal."

"You won't be lonely?" Fluttershy asked.

"Eh, I'm not the most sociable pony. Besides, I've got plenty of books back home to read in the meantime."

"Oh, well that's a relief."

"Um, there's just one thing," Rarity raised her voice in concern.

"What is it?" Star asked.

"Well I finished you coat, so your cutie mark should be covered up, but it's just that…" a look of embarrassment crossed Rarity's face.

"What?"

"Well…" Rarity produced a pocket mirror and levitated in in front of Star. "Just look."

Now to the average stallion, looks weren't that big of a deal. Even to a scholarly stallion like Star, he only did the basics of looking presentable: taking daily showers, brushing his teeth, and brushing his mane. But with mares, looks were an issue and Star definitely had a few issues. While he had only been a mare for half a day, he'd had severe baggage under his eyes, his coat was unkempt, and sleep had only made his mane even more disorganized. Even Star noticed the problem. "Geez, I look like I got hit with a really ugly stick."

"It's not that bad," Rarity lied. "I'm sure with just a little care you'll be looking fine."

"I'm sorry to ask for another favor Ms. Rarity, but do you think you could do something about this?" Star moved a hoof through his wild mane. But unbeknownst to Star, she'd tried to spruce him up a little while he was sleeping. While she'd had a little success with his face, his mane and coat had been unwilling to budge from their unkempt nature.

"I, uh, don't think I'd be best suited for that dear."

"Well then who would?" Star nervously asked.

"Um, I have an idea," Came a small third voice. The other two ponies now turned to look at Fluttershy. "I know you may not like the idea Mr. Gazer, but if it's ok with you Rarity, maybe he could go with me to the spa today?"

Rarity did a lightning quick turn to Star, expecting him to overload at any second. The spa, by all definitions of the term, was girly with a capital G. Even Rarity couldn't deny that it felt a little "Fru-Fru". But much to her shock, Star was nodding in agreement with the idea.

"I think I should be fine as long as there's another ma-Pony there with me," Star gave a reassuring smile to both Rarity and Fluttershy. "If it's ok with you Miss Rarity?"
"Of…of course!" Rarity was still recovering from the shock of Star actually agreeing to go to the spa. Secretly, she suspected there really was something going on between Fluttershy and Star. Then again Rarity did have a tendency to over-romanticize things.

"Well, I'm done with my sandwich, so I'm ready whenever you are." Fluttershy now stood up from the table, having only eaten a half of one sandwich.

"Ok!" Star said with a smile on his face. "Lead the way!"

"Wait!" Rarity cried.

"What?" Star said with some alarm.

"You almost forgot your coat!" Rarity quickly levitated the coat over to Star: it was simple, black, and, surprisingly, had a relatively gender-neutral design. Either a mare or a stallion could easily wear it. It even had slits for Star's wings to go through.

"Wow! You made this in just a few hours?" Star said as he put the coat on, amazed by how soft and warm it was.

"Oh really, it's nothing dear. It's actually just a base design I use for most pegasi coats."

"Hmm." Star had now fully put on the coat, covering up his cutie mark and giving him a very toasty feeling. What Twilight had said earlier about him not liking cold weather had been true after all. So even after the coat's primary function of disguising Star had been fulfilled, he intended to keep the coat for those cold days. "Well, I still think it's a very fine coat, thank you very much Miss Rarity." Star bowed his head in gratitude.

"It's really nothing dear," Rarity said, barely able to contain here enthusiasm. She always loved it when stallions complemented her work, many of them just paid for their clothing and left. "But just so you know, when you're back to normal, you really should come back so I can make the proper adjustments to the coat. I'd hate to see a product one of my customers likes get ruined simply because their build changed."

The idea of a mare getting that close to him again struck a wrong chord with Star causing his stutter to resurface for an instant. "R-r-right I'll definitely r-remember that." A look of concern crossed Rarity's face, but before she could ask what was wrong another voice chimed in.

"Um, Mr. Gazer? I'm ready whenever you are." Fluttershy stood near the front of the store patiently awaiting her companion.

"Got it," Star said, his voice losing some of its nervousness as he trotted over to the yellow pegasus. "Oh and Ms. Fluttershy you can just call me Star." With that, the two of them headed out for the spa.