Harmony's Warriors: X-Questrians First Class

by Avenging-Hobbits

Act I - 02 - Friends

Act I:
“In the Beginning”

Chapter Two:

Hollow Shades, Equestria, October 1967:

Cupcake pressed her ears flat against the back of her head as she quietly sat down and huddled in her corner of the classroom, trying her best to block out the constant, never ending barrage of the thoughts of the hundred or so students in the room, and the additional fifteen hundred or so that were spread throughout the school. It was complete torture; as for every moderately innocent thought, there were a hundred more horribly filthy ones, which formed a suffocating fog around her, pushing down and closing in around Cupcake, with no escape in sight.

She had often pleaded with her parents to perhaps give her a tutor to come to their home and teach her there, but alas, her parent's thoughts equated Cupcake's fear of school as mere anxiety, and that the best method to fight against it was a 'proper immersion in society' as her father was frequent to say. So, here she was, trying to keep herself distracted from the thoughts banging against her mind, desperately hoping that class would finally begin and the cloud of apathy would descend over everyone else's minds. At least then, the thoughts would be quieter, and more sparse, enabling Cupcake at most, forty-five minutes of her favorite subject, Equestrian History. As much as she appreciated the cloud of apathy, Cupcake herself never quite understood why it was that everyone treated history in such a dismissive manner. To her, history wasn't just the fascinating details of how Equestria came into being, but it was the stories of ponies who lived and breathed real lives, lives filled with adventure and suspense, thrills and all sorts of other amazing things, and how it all came together to form her homeland.

“Good Morning Class,” came the voice of a short and stocky pegasus, her mane tied in a bun.

“Good Morning Mrs. B,” the entire class, including Cupcake responded, with Cupcake being part of the select few who actually meant it. The rest of the students’ voices merely came out as a long drone. Mrs. B simply nodded slightly, before turning to the black board and beginning to write down information.

“Alright then class, today open your books to page 394 because today starts our Civil War unit and before we begin…”

Cupcake perked up her ears and attempted to focus on Mrs. B’s words and thoughts as best as possible, simply allowing the imagery to enter her mind. She always admired Mrs. B, both for the knowledge that she had and the excitement she always seemed to exude when giving a lecture on even the most obscure parts of history. It offered Cupcake a rare solace from the constant torment of other ponies’ thoughts, and, for at least forty-eight minutes or so, Cupcake felt normal.

Today’s lecture happened to begin with the story of Capt. Apple, and how she, and other groups like Sgt. Rock and Easy Company or the Blackhawks turned the tide of the Civil War, and Cupcake had listened with rapt attention. But alas, the final bell had rung and class was dismissed, Cupcake’s smile fading as it did so. The lunch bell rang and every other student made a wild dash for the cafeteria, with Cupcake slowly bringing up the rear.

She was quick to find a nice, relatively quiet corner, as far from the constant barrage of thoughts as possible, eating her lunch in complete silence, secretly wishing she had someone, anyone to talk to, or maybe even a group of friends that made her feel like she belonged. But alas, she had no one, and felt like a square peg shoved into a circle hole.

And she hated that.


Normally, the thought of returning home gave Cupcake a sense of relief. At least there, she would be able to relax in either her room or the living room, simply enjoying the music from the new records her mother had bought her. The upbeat chords and happy lyrics would often provide a way to block off the constant droning and background noise that constantly plagued her.

However, today, she knew full well that there would be little time for her to enjoy her music, as tonight, her parents had scheduled a party for a local candidate that her father, Alkanet Silverhoof was supporting in the upcoming elections. That meant Cupcake would probably be forced to stand around for the evening, talking to ponies she didn’t know, and worst of all, most likely being forced to endure the constant mockery and belittling from her cousin.

As the driver began to pull towards her home Cupcake could already see all the ponies moving things into her house and setting other things up. The car came to a stop, and Cupcake quietly stepped out of it, making a beeline to the front door, where, with a kind and sympathetic smile on her face, stood her mother, but she ignored them and just made a beeline to the front door where her mother, Eleanor Silverhoof was waiting.

“Sweetie!” her mother said, scooping Cupcake up for a hug. “How was School today? Any panic attacks?” she asked, perching Cupcake on her back. Cupcake shook her head slightly.

“No I didn’t have any…”

“That’s great sweetie,” her mother replied. “Learn anything of note?”

“Well, in history Mrs. B started talking about the civil war and about Capt. Applejack.”

“Oh really? That’s so interesting!” her mother answered, coming to a stop at the bottom of the staircase. “Now, go and do your homework and then get ready for the Gala alright?”

“How long until the party Mama?” Cupcake asked, already starting up the staircase.

“Oh maybe an hour or so dearie, just remember to be ready alright?”

“Yes Mama,” Cupcake sighed a little, nodding her head as she started up the staircase.

She entered her room, closing the door behind her and looking at the clock on her wall.

It was five o’clock. Cupcake let out a sigh.

“Well...here we go,” she murmured, already going through her drawers, bracing herself for the long evening ahead of her.


Later that evening, Cupcake opened her eyes, the sound from downstairs waking her from her slumber. The party had been long and exhausting, the constant psychic noise having given her a headache. As such, she had been sent to bed early, and had fallen into a deep sleep. A quick glance at her bedside alarm clock showed that it was three in the morning. The young filly sat up in bed, clutching her Elvis doll just a little tighter when another sound from downstairs, this time something akin to a growl, caught her ears.

She pulled the bed sheets a little closer to her body, hoping that whatever made the sound was just Sparky, their pet cat, and not some sort of monster or burglar. A large shadow appeared in the crack of her doorway and Cupcake felt her heart jump and twisting around like a pretzel. She pulled the sheets over her body completely, completely seized in fear.

“P-Please...d-don’t hu-hurt m-me wh-whoever you a-are…” she whimpered, watching in horror as the door slowly opened with a squeak. The shadow started to move along the wall, steadily forming into the terrible, vicious, demonic form of… a house cat.

“Sp-Sparky? Is that you?” Cupcake whispered, peaking out from under her bedsheets to see the tabby cat standing in the doorway, stretching slightly before silently traipsing up to Cupcake’s bed, hopping on top and settling itself at the foot of the mattress. Cupcake smiled slightly, her heart calming to its more normal pace, as she looked at the cat.

“Sparky what have I told you about scaring me? And waking me up too?” she said, trying her best to scowl at Sparky.

Sparky simply stared back at her, responding with a confused “Mrow?” before proceeding to lick herself at random. Cupcake sighed, sitting up slightly to watch the cat.

“I wonder why I can’t hear what you’re thinking?” she wondered aloud, knowing full well that Sparky probably didn’t understand a word she was said. “I mean, I hear everypony else’s thoughts, but not yours…” Cupcake trailed off, letting out another slightly dejected sigh, shifting her weight so that she could lie down again. Just as she was about to go back to sleep, another loud crash, followed by a harshly whispered expletive caught her ears. She bolted upright, yanking the covers over her body again in panic. Sparky meanwhile, took the shifting of the sheet as an excuse to find a new place to sleep, hopping off the bed and heading out the door.

“Sparky! Come back!” Cupcake whispered, only to watch as Sparky left the room without so much as a glance. Cupcake bit her lip, fearing what Sparky might run into downstairs. Who was to say that the mysterious sound wasn’t some sort of cat eating monster that only came out at night?

Against her better judgment, Cupcake found herself tentatively climbing out of bed and walking towards the door, her legs wobbly. As she walked, she remembered that she was totally unarmed, so she grabbed the nearest thing that could be used as a weapon...which turned out to be her large stuffed teddy bear, Mr. Miggins. With Mr. Miggins in hoof and ready to protect her from any monsters lurking in the shadows, Cupcake started out of her room, trying her best to be as quiet as possible.

As she walked down the hall from her bedroom, she paused by the door to her parents room. Inside, she could hear her father, snoring loudly as always. Cupcake bit her lip slightly, gently nudging the door open and walking up to her dad's bed. A peek over her father's shoulder showed the space where Cupcake's mother slept was vacant, which offered Cupcake some comfort.

Maybe it's just Mommy, she thought, only for the sound of Sparky letting out a spooked meow downstairs to greet her ears. Cupcake found herself poking her dad gently, hoping he would wake up.

"Daddy, somepony's downstairs," she whispered, only to be greeted by a slight pause in her father's snoring and him rolling over. She also was able to hear the strange, disembodied sound of his sleep-addled thoughts in her head, a feeling that never ceased to make Cupcake feel uneasy.

Ergh...Cupcakes...gotta buy more cupcakes....

Cupcake furrowed her brow slightly, the sound of a drawer opening downstairs catching her ears and distracting her from her father's thoughts. It sounded like it came from the kitchen. Biting her lip, Cupcake quietly turned and left her parents room, once more with Mr. Miggins at the ready. She made her way down the staircase, her hoofsteps echoing slightly in the empty mansion.

She reached the living room, poking her teddy bear's head around the corner. "Do you see anything Mr. Miggins?" she whispered, only to be greeted by Mr. Miggins' silence. She swallowed, slowly poking her own head around the corner to see that, much to her relief, the living room was empty and everything seemed to be where it should be.

Another drawer opening caught Cupcake's ears and she slowly turned from the living room and started towards the kitchen, holding Mr. Miggins close. As she neared the kitchen she heard a pony muttering to herself. She braced herself, summoning up her courage and holding even tighter to Mr. Miggins.

Cupcake finally entered the kitchen to find, much to her initial relief, her mother, dressed in her nightgown, sitting at the kitchen table with a glass of red wine and a salad.

“Oh hello sweetie,” her mother said warmly, a strangely saccharine smile on her lips, which stood out in sharp contrast to her mother’s rather reserved personality. Cupcake let out a breath.

“Momma you scared me,” she said, trailing off slightly as she heard a mysterious voice ringing in her head.

Why don’t you just turn around and go back to bed little filly and let me eat in peace? the voice said, and Cupcake stared at the source, which was, strangely, her mother, whose expression had soured slightly.

You're not my mother, Cupcake thought uneasily, which only caused the imposter sitting at the kitchen table to raise her eyebrows ever so slightly, her smile evaporating.

Clever little filly… came the imposter’s thoughts, and she leaned back in the chair slightly.

“And how do you know I’m not your mother?” The imposter said aloud, arching an eyebrow.

“Your thoughts don’t sound like hers,” Cupcake said, clutching Mr. Miggins even tighter. The imposter sitting at the table nodded slightly, an impressed look on her face.

“Alright then. You got me,” and with those words, the imposter shrugged slightly, her coat shifting from Cupcake’s mother’s light pink coat to a deep, navy blue. In addition to the change in color scheme, the imposter’s coat was now covered in a layer of scales like those of a lizard and her eyes were now a strange, shimmering shade of yellow. Her mane had shifted to a rich crimson, and the nightgown she had been wearing had seemingly evaporated. Her body had become noticeably curvier and taller, the only thing that remaining the same as before was the horn on her head, which even then was noticeably longer now.

Cupcake stared at the pony/lizard hybrid before her in shock, and the creature chuckled slightly, her voice sounding like silk.

“Didn’t expect that did you?” she asked, and Cupcake swallowed.

“Are you a mutant?” Cupcake asked, her initial shock now carrying with it a sense of curiosity. She had read about mutants and how they supposedly were gifted with all sorts of powers, and had often wondered herself if she was one. Now, a pony had just changed from her mother into something entirely different and strange without so much as a wink. Could this burglar be one as well?

The shapeshifter meanwhile, smiled slightly. “If that’s what they call my type nowadays, then yes,” she answered. “And let me guess, you’re one too?”

“Um… I’m not sure,” Cupcake answered shyly. She had never considered herself to be one, since her book made no mention of mind reading as something related to mind read. "C-Can I ask you a question?” she asked quietly and the pony raised an eyebrow.

“Really? What would that be?”

Cupcake swallowed slightly. “Well… why are you in my house?”

The pony’s expression shifted slightly, becoming noticeably sterner. “Well… that’s really not your business is it?”

Cupcake bit her lip slightly, looking down at the floor, “Well, this is my house…” she said, trying to sound as nice as possible to the stranger. The other pony’s expression softened and she sighed slightly.

“Well, if you simply must know, I’ve come upon hard times, and I’ve been scrounging around lately, and just so happened to choose your wonderful little home as a place to try and find a nice place to sleep and maybe a bite to eat. Figured such an obviously wealthy family such as yours wouldn’t miss a few trinkets or some food.”

Cupcake looked up at the older pony, taking notice that, now that she was in her ‘normal’ form, she did in fact look rather thin for a pony her size. “Why are you doing that? Don’t you have a home?” she asked innocently, only to see the other pony tense up slightly.

“Well...I had a home,” the pony finally spoke, her voice losing its self assuredness and instead sounding downtrodden.

“What happened?” Cupcake asked. The pony seemed nervous to answer the question and tried to skirt around it.

“Oh you don’t want to know… trust me it’s better that you don’t…” the pony said, rubbing her arm slightly. Cupcake however, tilted her head slightly, the other pony’s thoughts unexpectedly shifting from a consistent background noise, to sharp focus. She was then greeted by a barrage of vivid, and disturbing images.

She saw the pony, who now was identified as Fleur de Lis, running as fast as her feet could carry her. Cupcake noticed that she was in her dark blue, scaled form, and, held close by and wrapped in a pastel pink magical aura, was what looked like a small, blue coated infant, which could be heard crying in fear. Behind Fleur, and coming up fast, was a large and angry group of diamond dogs and griffins, all looking like some sort of angry mob from an old monster movie. They threw rocks and stones at Fleur as hard as possible, occasionally finding their mark and giving the mare ugly bruises.

The mob all seemed to be shouting and screaming at the top of their lungs a wild series of vicious insults, usually using the words “monster”, “freak” or “witch”. As Fleur ran, Cupcake saw that the older mare was now trapped on a bridge. Fleur looked around in a panic, searching desperately for some way to escape from the mob. However, before Fleur had a chance to make a break for the other side of the bridge, a particularly large rock came careening into the side of Fleur’s head, causing her magic to briefly short out. With a gut wrenching wail, the foal dropped out of Fleur’s sight as the older mare stumbled forwards, following her child into the raging river below. The river carried Fleur quite aways, with her struggling against the river as it pulled her farther and farther from the village and the anguished cries of her child.

Cupcake took a step back in horror, the memory fading away as she did so, leaving only Fleur’s thoughts on the matter.

Are you happy that you know now? Fleur thought, looking at Cupcake sadly, her golden eyes watering. Obviously the memories had been ones she had been trying very hard to bury, as the mere thought of them seemed to make the once proud unicorn look vulnerable and lonely. Cupcake shook her head slowly, unable to comprehend how anyone could be so cruel.

“I’m so sorry, I shouldn’t have done that,” Cupcake quickly apologized, tears of her own forming in her eyes. Fleur looked away, her eyes somewhat distant.

“I guess I’ll go now…don’t want to burden you with my sorrows.” she said, her voice now quiet and fragile, which was a sharp contrast to the in control and proud aura it had once carried. She sighed, standing up and turning to walk away. Cupcake however, frowned as she lifted a hoof.

“No wait!” she called out, just as Fleur had reached the kitchen door. Fleur stopped, looking over her shoulder back at Cupcake. Fleur raised an eyebrow slightly.

“What is it?” she asked, and Cupcake bit her lip slightly.

“Well… it’s just that, I feel really sorry for you… about what happened to you in that town… and…”

“If you want to give me sympathy, I appreciate the thought, but sympathy is not going to feed me is it?” Fleur said with surprising coldness, causing Cupcake to look down at the ground.

“I was going to ask that you stay here…” Cupcake said, much to Fleur’s visible surprise.

“Really? And why would you do that?” Fleur asked, raising an eyebrow in suspicion. “Why would you let a thief like me stay?”

Cupcake shrugged. “I guess...I just don’t want to lose a friend I guess…” she said, rubbing her arm again.

Fleur said nothing, instead pondering over what the filly had said. In all her years, she had only called a very select group of ponies ‘friend’. All of them were dead, the years having taken them while they left Fleur untouched, leaving her alone in the world. Now, here was a filly who now probably knew everything about Fleur, everything Fleur had done and said, and still wished to be friends with her. No prejudice, no ulterior motive, no ace hidden up their sleeve to use as blackmail. Just a filly who felt alone in the world, and simply wished to have company. Against her own better judgment, Fleur stepped away from the door slightly.

“You really think of me as a friend?” she asked, and Cupcake nodded.

“Ye-yeah… I do…” she said, smiling slightly.

Fleur simply stared, her lower lip quivering slightly as she tried to process the openness of the filly before her. “But why?” she finally questioned, sitting down slowly. “Why am I friend to you? I haven’t done anything that deserves your friendship. I broke into your home, stole your food...and yet you still are willing to call me a friend? Why?”

Cupcake hesitated for a moment, before finally speaking. “Well… my mama always told me to treat ponies as you would like them to treat you…. no matter what.”

Fleur couldn’t help but feel her heart warm at the acceptance of the young filly. She opened her mouth to speak, only to have a loud yawn cut her off. In a panic, she instantly shifted to the most innocuous form she could think of, which in this case was her white unicorn form, only as a filly. She quickly darted as fast as she could underneath the kitchen table, just as a middle aged, light pink unicorn mare shuffled into the room, her eyes heavy with sleep.

“blergh...Cupcake? What are you doing here? I thought I heard voices?” the mare asked, yawning as she did so. Fleur could hear Cupcake stammering slightly.

“Oh it was nothing Mama… just the television…” the filly could be heard saying, and Fleur rolled her eyes at the bald-faced lie. Apparently the mother didn’t believe the lie either.

“Cupcake there’s no TV at this hour, it’s three in the morning...what are you doing up this late and who were you talking to?” Cupcake’s mother asked, and Cupcake could be heard stammering again, apparently backed into a corner. The mother’s next words only managed to cause Fleur’s heart rate to shift from a brisk canter to a full on gallop.

“Why do you keep looking at the table Cupcake? Is there something under there?” came the mother’s voice and Fleur watched as the light pink feet walked up to the table. Fleur’s paranoia went into overdrive, and she closed her eyes as she began to worry what would happen once she was discovered. The mother would probably send her out of the house without so much as a second thought, treating her like nothing more than a street child or worse.

"Oh my..." the mother said in surprise, and Fleur opened her eyes to see the pink unicorn looking at her with tired eyes. "What is this filly doing under the table?" she asked, glancing back at Cupcake, who bit her lip.

"Well… I heard some noise downstairs and found her… she told me she was homeless mama..." Cupcake finally said, and Fleur watched in silent fear as the older mare looked back at her.

"You're homeless?" Cupcake's mother asked, and Fleur nodded ever so slightly, hoping to at least play the sympathy route. Cupcake's mother nodded slightly, before a thin smile came across her dour face. "Well then come out from under there," she said, extending a hoof towards Fleur. Fleur looked at the hoof, saying nothing, her mind more occupied with a possible escape plan than with returning the favor.

"Don't worry, I'm not going to hurt you..." Cupcake’s mother said, gently taking Fleur’s hoof and edging her out from underneath the table.

“Why you look so thin,” Cupcake’s mother said. “And filthy too,” she added, wiping some dirt off of Fleur’s coat. Fleur looked down, only now realizing how dirty she must have looked, as she only just remembered not having had a bath ever since she escaped the village.

“We’re going to give you a bath. Would you like that?” Cupcake’s mother asked, looking down at Fleur sympathetically. Fleur looked over to Cupcake, who simply looked up at her mother with equal surprise, apparently neither of them expecting Cupcake’s mother to be so inviting. Fleur looked back at Cupcake’s mother, before slowly nodding meekly.

“Um… th-that’d be nice…” she said, and Cupcake’s mother nodded.

“Alright then. Cupcake, let’s take your friend and get her clean shall we?”

Fleur allowed herself to be scooped up and gently placed on Cupcake’s mother’s back, along with Cupcake herself, who had an expression of joyful surprise as the older mare quietly trotted out of the kitchen.


Now over the course of her long life, Fleur had met many, many types of ponies, and had been in many situations that most would probably call strange or dangerous. But never in her life had she seen a mare who, less than twenty minutes before was most likely sleeping go from barely half-awake to fully engaging and awake so fast. On top of that, it had been quite some time since she was in a tub of this size, much less one with warm water.

“Now just focus on getting warm and clean dearie, and I’ll go and get some food whipped up in a jiffy,” Cupcake’s mother said, starting towards the bathroom door. “And Cupcake could you be a dear and wake your father up and tell him to get a guest room made.”

“Of course mommy!” Cupcake said excitedly, obviously joyful that her mother was taking this so well. Cupcake’s mother nodded, giving the pair of fillies a warm smile.

“Thank you darling. Now, I’ll be right back with the food alright?” And with that Cupcakes mom left to prepare food.

This left the two fillies alone, with Fleur saying nothing at first, simply adjusting to the feeling of soaking in the warm water. A small smile crossed her face and she turned to face Cupcake, who was already almost out the bathroom door. “Cupcake, before you go, I just want to tell you something,”

Cupcake stopped and turned. “Yeah Fleur?”

“I just want to say that you’re family is the kindest I’ve ever met. I’ve heard lots of ponies talk about treating others kindly, but your family is one of the few that I have encountered that practices what they preach.”

“Thank you Fleur,” Cupcake answered with a smile. “But before I go waking up my Daddy, can I ask you one more question.”

Fleur shrugged slightly. “I guess so… no reason for me to say no right?” she answered, sitting up slightly in the warm bathtub. “Now, what is your question?”

“Well,” Cupcake began, once more rubbing her arm. “When I was in your head, I saw a lot of things…”

“And?” Fleur asked, curious as what the filly was going to ask now.

“Well, I just wanted to say I’m really sorry… I shouldn’t have done that,” Cupcake said.

“No, it’s not your fault… you’re only a filly… fillies are always curious. It’s in your nature,” Fleur said quietly, idly watching the rubber bath toys float by. Unexpectedly, she felt herself wrapped in a warm embrace, and she turned to see Cupcake giving her a tight hug.

“What are you doing?” Fleur asked, tensing up slightly at the sudden sign of affection.

“Giving you a hug,” Cupcake replied. “I don’t want my new friend to be sad.”

Fleur smiled slightly, allowing herself to relax and accept the hug. Just as Fleur was about to try and return the hug however, Cupcake stood up.

“Oh wait! I forgot I gotta wake Daddy up!” she said, letting Fleur go and starting to the door. “I’ll be right back!” she shouted, closing the door behind her.

And thus Fleur was left alone with her thoughts as she sat in the tub. Once she was sure she was alone, she shifted back to her normal blue skinned form, relaxing her muscles as she ran through the events of the past few hours in her mind. She also noticed a rubber ducky come floating by. She idly lifted a hoof out of the water and gently squeezed it, producing a high pitched squeak from the toy. Upon hearing the sound, a tired, yet content smile appeared on Fleur’s face.

“I guess you’re never too old for these…” she chuckled, as she shifted back to her white unicorn filly form and began to idly play with the rubber ducky.