• Published 4th Nov 2017
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Twilight Keen - Foal Star



Twilight Sparkle obsessed with learning about Pinkie sense uses a spell to become just like the party pony...what can go wrong?

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Chapter 5: A Lesson on foals

Twilight bounced along, humming to herself as she passed by the schoolhouse. She saw Cheerilee teaching while her students all took notes. The crazy purple unicorn giggled to herself. “Oh, this place looks boring. I think it needs a makeover.”

She bursted into the class as Cheerilee was in the middle of a lesson, nearly interrupting her with the door slamming against the wall.

“Now, Pi is three point one four.” Cheerilee was tapping on the blackboard.

To that, Twilight just gave a little chuckle, catching the eyes of everyone. “Nope. It’s actually three point one four one five nine two six five! And it just goes on and on and on and on and on!”

Cheerilee gave Twilight a slightly evil glare for her barging into the class unannounced. “Twilight? What are you doing?”

“Well, not a whole lot really. I was just wondering what you were doing.” She gave Cheerilee a little grin. “So, what’re you doing?”

The class burst into small fits of giggles as Cheerilee gave Twilight another light glare and grit her teeth. “As you can see, I’m teaching.”

Twilight clopped her hooves in excitement “Oh! What about?”

Cheerilee didn’t even try to argue with her anymore. It was clear that she wasn’t listening. “I’m teaching grade school math. But... I doubt you need a lesson.”

Twilight laughed. “Nope! I’m totally fine. But I think you all need a lesson in fun!”

Cheerilee lifted her brows and stepped towards her. “Twilight? Are you okay? You’re acting strange.”

Twilight laughed again, snorting slightly. “Nope! I’m fine! And my name isn’t Twilight, it’s Pinkie Pie, silly filly.”

While the class ended up laughing at the apparent silliness, Cheerilee just stepped up to Twilight’s beaming face. “Okay, Twilight, I’m going to go find your friends right away. I think something’s DEFINITELY wrong.”

“No siree! I’m completely fine and dandy like yummy candy!” Twilight illuminated her horn and wiggled her body in preparation for a spell. “And don’t you worry, Cheerilee. I totally got this.”

With a powerful blast of light, Twilight fired a beam of light at Cheerilee. It took an immense amount of concentration from her for the spell she was doing, but it finally paid off as she shrunk Cheerilee down into a filly and put her in a bright, frilly dress.


”Wha—” she stuttered “—what did you dress me in!?”

“Your new super-duper Twilight-Pie school uniform!” Twilight turned to the other fillies and shot more bolts, just giving them all dresses and silly clothes. “Just wanna make sure everyone else is on the same page as you.”

With everyone dressed in the frilly and foalish attire, Twilight levitated a pouting Cheerilee into an empty desk and made sure that she was sitting comfortably.

“There we go. And now, I hereby declare the Twilight-Pie school of super-duper sillyness and fun open for business!” She conjured up a ruler and started to tap on the board, before using a chalk to write F.U.N in big purple letters. “Now, F is for foals. And we need to think more like how a foal does; everything new and different and with a whole lot of possibilities!”

Scootaloo crossed her hind hooves and whined. “But Twilight, We’re not babies.”

Twilight smiled. ”I’m not saying you are. I’m just saying we should think like babies…” She turned to see a cyan color coated pegasus with a rainbow mane trailing behind zooming through the air. “Now, you see Rainbow Dash there?”

Scootaloo nodded slowly. “Yeah! That’s Rainbow Dash alright!”

“Well, check this out…” Twilight’s horn glowed once again.


Rainbow Dash was flying along when a blast of magic hit her and threw off her pattern entirely. She squeaked, seeing as she started to zigzag randomly through ponies, who all ducked and jumped out of the way of her erratic flying.

”Hey! Stop that, wings!” Rainbow shouted to her inanimate, yet uncontrollable wings.

As she slammed onto the ground, she saw stars twirling around her head. When Rainbow started to recover from the impact, she felt some new clothes on her coat; more specifically, a rainbow striped suit with huge buttons and a baggy lower half. She slowly raised a hoof to her nose and felt something squeak when she pushed it. “Wh-what in the hay? Am I a clown?!”

She then heard a huge burst of laughter and turned to a bunch of foals inside the schoolhouse staring at her through the windows.

“Now, class as you see I turned Rainbow Dash as a clown. Simple magic, but still great fun.” Twilight explained with a smile. “What do you think?”

Rainbow Dash growled and burst through the classroom doors. “Twilight! What in the heck did you do to me?!”

Twilight giggled and gave a playful shrug. “Yeah, sorry about that. I was just demonstrating fun to the class!” She bounced back over to the board. “Now, it’s time for the next lesson!”

She wrote down the infinity symbol in chalk and then proceeded to cast a number of different quickfire spells on Rainbow Dash, turning her into a number of different professions one after the other. She was a clown, a cake baker, a ballerina, a breakdancer, and much more before she was finally turned back into regular old Rainbow Dash.

“H-hey! Stop it!” Rainbow Dash cried out before she was blasted back into the clown outfit by Twilight. She didn’t even have time to think as Twilight conjured up juggling pins for her hooves and a ball under her feet.

Twilight’s laughter became more and more insane. “Well done! Well done!” She turned to the fillies and colts. “That was your second lesson, class. Never assume!”

Scootaloo gulped as she whispered, “What does that mean?”

Twilight said, “It's simple. Never assume what you see. Rainbow Dash may look like a clown but that doesn’t mean she can’t do other things.” Her horn lit up and Rainbow Dash squeaked as her suit disappeared again and she was back in the ballerina costume. She stared at it in horror and snarled, “What in the actual hay, Twilight!?”

She was then forced to twirl with some nudging from Twilight’s magic. Unable to fight against the will of a pony like her with Pinkie Pie’s mind, Rainbow just ended up pouting as Twilight played around with her body.

“Okay, seriously, Twilight can you just turn me back to normal now?” Rainbow finally grumbled as Twilight stopped.

Scootaloo squeaked “Yeah, Twilight this is so uncool! I want the old Rainbow Dash back!”

“I’m not Twilight, silly filly.” Twilight patted Scootaloo’s hair down her eyes and mouth. “I’m Twilight Pie! Pinkie Pie mind, Twilight Sparkle body! The best kinds of fun!”

“Okay, Twilight. You’ve gone way too far!” Scootaloo hopped off of her chair. “I’m gonna get your friends and we’re gonna turn you back to—”

“Nuh-uh-uh!” Twilight pushed Scootaloo back gently. “I think you need a change in perspective.”

Yet another shot from her horn regressed Scootaloo into a two year old foal and poofed a pair of wonderbolt pull-ups onto her. Scootaloo’s eyes were now full of wonder as she quickly came to from the magic.

“So coow!” Her eyes widened as she tried standing up. “I tiny now!”

Twilight chortled again, bounding away from the toddler. “Now that we have that settled, are we all clear that we like the new Rainbow Dash?”

While most of the class nodded in fear, Sweetie Belle just mimicked Scootaloo and confronted Twilight head-on

“Hey! You can’t turn my friend into a toddler!” She ranted.

Twilight scoffed and threw a hoof. ”Oh, she’s fine. Right, Scootaloo?”

Scootaloo was just eyeing Rainbow Dash. “I wana be wike hew when I gwow up. She pwetty...”

Sweetie Belle stomped her hooves. “Okay, Twilight, stop it! You’re not supposed to be using magic like this!”

Twilight turned to the white coated filly with a smirk. “How would you know? Did you get a degree from magic kindergarten?”

Sweetie Belle just stared at Twilight in disbelief.”What!? No? I’m terrible at magic!”

Twilight then lit her horn up for the umpteenth time that day. “Well, you never know. I think you need a few lessons before you can tell me what I can or can't do with my magic.”

Sweetie Belle was the next victim of her toddler transformation magic, with a frilly pink dress and a pink pull-up wrapped around her body.

“Hey! Stop tat!” She wailed as Twilight lifted her up onto the desk.

“Y’know, Sweetie Belle, magic isn’t all that bad, really. Even as a foal, you’ll still have some control over it.” Twilight cooed. “Now go on, use your magic to play with the paint here.” She created some tiny jars of it and set them out before Sweetie Belle with a set of brushes.

Sweetie belle tried to resist but her mind quickly went to mush as she lifted up the brushes and started smearing the paint all over the paper.

Cheerilee looked busy writing notes, but in reality, she was just sending a distress message, making sure that Twilight wasn’t paying any attention. Though, she looked down at what she wrote and did a hoofpalm seeing her hoof writing was barely legible making out, “pwease hewp Twily is cwazy!”

Diamond Tiara and Silver Spoon burst into laughter at the sight of the chaos. Twilight was creating, mostly directed to the crusaders that she had regressed.

“Look at the little babies!” Silver called out.

Twilight turned to the two of them and gave them a cold stare. “They’re not foals. Just two-year olds. Totally different thing. Besides, even if they were why would you be mean to them?”

Diamond Tiara’s grin quickly dissipated as Twilight stared into the filly’s eyes and her friend. “Wait we weren’t trying to be mean we were just saying she looks like a baby.”

Twilight’s face still remained as hauntingly happy as ever. “Okay. Well, two good fillies shouldn’t be rude.” She ignited her horn once more and cast another spell on the two rich fillies, transforming them down into foals in thick white diapers who were suckling on pacifiers. The foals both gurgled gibberish, as if trying to say something but couldn’t. “And like they say, It’s better to be babies than to get called babies.”

Both of the rich babies quickly set into their new mindsets and crawled off, sucking the pacifiers every step as they looked for fun things to do. They were eventually put in a pen Twilight materialized and started playing with the toys inside.

Apple Bloom took the opportunity to run towards the door but Twilight lifted her back in with magic. “Where do you think you’re going?”

Apple Bloom gulped. “Ain’t it recess yet, Twilight?”

“As much as I’d love it to be, no. It’s not.” Twilight just curled her tail up. “You sure you weren’t trying to sneak off?”

Apple Bloom felt sweat dripping down her forehead. “Uh…no! Just need, uh... some fresh air!”

”Okie dokie lokie!” Twilight accepted the excuse. “But first, we better make sure you’re well suited to go out by yourself.“ She transformed Apple Bloom’s bow into a wide wicker sun hat and crafted a fancy dress over her coat. “Oh! Can't go out without some shoes.” Twilight put some small pink booties onto Applebloom’s feet.

”Bu..but I’m not a foal...” She then noticed a pink pull-up underneath her dress and blushed, shoving the dress down as Twilight shrank her down to the size of the other Crusaders.

“Oh, you’re not foals. Just little toddlers.” Twilight picked the two-year old filly up, along with Sweetie Belle and Scootaloo, and placed them all in the playpen with baby Diamond and baby Silver. “Now, you all play nicely while I go to Rarity’s. A super-de-duper fun idea just popped in my head!” She walked over to Cheerilee, who finally finished the help letter and hid it away. “Well, Cheerilee? I think you can take over from here.”

“Really? Just like that?” Cheerilee asked.

Twilight nodded. ”Yep! Just one more spell and we’ll have you back to normal...”

With what could only be described as a cavalcade of colours and chaos, Twilight bathed the entire room in a storm of magic, feeling very light-headed and dizzy once she was finished. But it was all worth it for her. Miss Cheerilee and Rainbow Dash were back to normal and butt naked again, but everything else had changed drastically. The classroom was now a nursery room, with bright cartoons all over the walls as well as numbers and letters hanging above the blackboard. The desks had all been transformed into toys and other foalish stuff, with a pair of changing tables for some of the younger children. As for the children themselves, they were between month-old and two years of age, all wearing pull-ups and frilly clothes as they toddled and gurgled around the room, playing with whatever they could find.

“There we go! Now, I really gotta dash, Cheerilee.” Twilight wobbled as she made it towards the door. “Rarity could use some help from a super-bestie like me! You just keep teaching the kids F.U.N. until I get back, alright? Thanks!” And she shut the door and bolted off down the road to her next stop; Carousel Boutique.

The three fillies all looked at each other with wide eyes before they went back to playing with their toys. Despite them all being friends and that Twilight was in the wrong, the thrill and feel of being young again was too overwhelming for them all to resist. They, along with everyone else in the room, was just playing giddily without a single care in the world.


Spike, Pinkie Pie, and Applejack were running by the school when the cubby farm mare paused to take a breath. She turned to see a group of small foals babbling and playing with toys. She then noticed a peculiar little yellow coated filly wearing a adorable little dress with a cute bonnet. Applejack was so taken by the child with a strange motherly instinct that filled the chubby mare with maternal love. She burst into the classroom ran over and hugged the little foal squealing, “oh you're adorable! Yes you are ! Yes you are!”

Apple Bloom wiggled about and grunted “Abbwejack its ya sissy Abbwe Boom! Pwease wet go!”

Applejack blushed realising how crazy that was slowly placed the filly down as she apologized. “Sorry sugarcube I haven' been acting .”

Apple Bloom pushed her dress down then looked up with a pleading look and cried, “Dun wowwie about tat Abbwejack! Twiwight made evewyting crazy at school and ya gots ta stop her!”

“Where’d she go?” Spike asked coming near Applejack’s side.

Apple Bloom tried to squeeze through the bars, but couldn’t. Not that she could even go anywhere with her regressed body. The filly grunted, “She wen ta Wawity’s!”
As everyone looked out to the rest of the schoolhouse, they saw all of the damage that had been done. All of the students idly playing with foal toys and taken with their new young bodies. As all of it sank into Applejack, Pinkie Pie and Spike’s minds, their jaws all slammed against the floor so hard that it sent shockwaves up through their bodies and made them wince and recoil.

“You have got to be kidding me!” Spike cried out at the chaos.

“Tell me about it.” Cheerilee yawned as she walked towards the group with foals crying and having a fit on her back with a diaper stuck in her mane. The mare looked like she had pulled an all-nighter as she bowed down in front of them and pleaded, “Applejack, Pinkie Pie, Spike. You’ve gotta help me! Twilight’s gone completely crazy!”

“I’m already ahead of you!” Spike shouted as he ran into the distance, leaving nothing but dust in his wake. “Twilight’s not gonna touch Rarity if I’ve got anything to say about it!”

“I agree!” Pinkie Pie turned back to Cheerilee. “Twilight’s sure acting like me, but all this stuff isn’t fun at all. I’d at least ask them if they wanted to do all this, not just force it on them!”

Rainbow Dash nodded as she put a regressed Rumble strapped in a thick diaper drooling and clapping his hooves down in a playpen letting him chew on a foam cloud. “Yeah! We should stop her now, before she totally loses it!”

Cheerilee shuffled her hooves around watching a baby Snips and Snails whining as they fought over a rattle. She rolled her eyes simply bent down and shoved pacifiers in their mouths.

“As much as I agree with all of you, I have to stay here…”

She pointed out all of the toddlers and babies Twilight had made of her class. “It’s just not right to leave children unsupervised; especially not like this.”

The Cutie Mark Crusaders all raise their hooves up towards Pinkie and Rainbow Dash, wiggling them innocently.

Scootlaoo bounced up and down. “Hey, teachew? Can we go with hew? We weawwy wana have fun!”

Sweetie Belle nodded as she twirled about. “Yeah! I wana show Wawity my pwetty dwess!”

Cheerilee just felt her heart melt as she rubbed their bellies and picked them out of the pen and onto Pinkie and Rainbow’s backs. “Okay. Well, you all can find Twilight at Rarity’s.”

They then all squealed as they held on tight to Rainbow and Pinkie.

“Hey look I’m no foalsitter!" Rainbow Dash shouted as Rumble hugged the Cyan coated pegasus's leg making the other mares smirk. Rainbow Dash slowly pushed the foal away as she blushed, "I only helped Rumble because he’s Thunderlane’s brother."

Applejack rolled her eyes and took the foals off of her back. “Dash, you fly on ahead. We’ll catch up. If ya see Twilight, pin her down, Fast!"

Rainbow Dash saluted and shot off towards Carousel Boutique in a flash, leaving a faint trail of her mane behind her.

“C’mon, kids.” Pinkie patted the young crusaders’ heads. “We’ve gotta stop my student before she goes totally bonkers! Not that being bonkers is a bad thing, but knowing Twilight and her love of those books, it’s totally wrong for her.”

The crusaders all giggled and nodded, holding onto the necks of both earth ponies as they started on their run towards Carousel Boutique, Rarity, and if they were lucky, Twilight.