• Published 28th Mar 2023
  • 2,529 Views, 397 Comments

Flash Sentry, Defender of the Peace S9 - Banshee531



As Twilight prepares for her new rule over Equestria, the heroes look to the future and hope that it will be a bright one. Meanwhile, dark forces prepare to make sure the future is anything but bright. Who will win and what will victory cost?

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Growing Up is Hard to Do

The day had finally arrived. "I can't believe we're goin' to the Appleloosa County Fair!" Applebloom cheered, as she, Sweetie, Scootaloo, Ace and Mira stared at the poster for the event.

They were currently in the CMC clubhouse, all five planning out everything that they intended to do. This would be their first time at the fair of Appleloosa and it was only for one day, so if they didn't do what they wanted, they might not get another chance for a whole year. Sweetie sighed at what was awaiting them, "Animal shows, carnival rides..."

"And all kinds of food on a stick!" Scootaloo exclaimed.

"Yeah!" Ace added, "I can't wait!" He had a camera around his neck, intending to take photos of everything there. His plan was to send them back to Aurarora to show the other young jakhowls some of the fun things you got to do out in the world.

"I just hope I have enough stuff to keep me occupied on the way there," Mira giggled as she opened up her backpack and took out a puzzle book. "I'd hate to get bored and ruin my appetite snacking."

"Speaking of..." Sweetie turned to Scootaloo, "Did you pack snacks for the train?" Scootaloo smiled as she opened her saddlebag and show a bunch of different bags and wrappers.

"For there and back."

"What did I just say!" Mira yelled due to them tempting her to overstuff herself.

"And our train tickets are all set," Applebloom held up the tickets. As she did, Sweetie walked over to a flipchart and ticked everything off before turning the board over to show a large schedule.

"And I've got our whole itinerary planned!" They all smirked at this.

"Are you sure you're not Twilight's sister?" Applebloom joke, making Sweetie blush as the others laughed.

Scootaloo jumped for joy at this, "Weeks of planning has all come down to this. All we have to do now is wait for our chaperone to get here." The others nodded and sat down, waiting for the pony that had promised to take them to the fair.

Ace then turned to Scootaloo. "What time did Flash say he was gonna get here?"

"As soon as he, Heart and Soul were ready. Can't be that much longer." They sat and waited for another minute, all five vibrating on the spot, almost unable to hold it much longer. And just as they were about to explode, they heard the sound of somepony landing outside the door.

"They're here!" Mira cheered, the group sprinting to the door, only to see one pony...one that couldn't take them to the fair.

"Soul?" Sweetie tilted her head, "Where's Flash and Heart?" They then noticed Soul's giant frown.

"Oh no," Scootaloo gulped. "Flash isn't coming, is he?"

"No," Soul sighed, "No, he isn't." All their plans and excitement were now replaced with annoyance and groans. Ace fell to the floor while Sweetie kicked the flipchart over. "He and Heart got called by the map just as we were about to come here. They just left."

"What?! That's not fair!" Applebloom cried, "He promised he'd take us!"

"Couldn't he have waited until tomorrow?" Mira huffed, Soul doing the exact same thing.

"He said it was his responsibility to make sure whatever the map needed fixing was done as soon as possible." That didn't make them feel any better. "He said he's sorry."

"He could have come and told us that ourselves," Scootaloo grumbled.

They all sighed, but Ace quickly sat himself up and smiled. "We're not done yet!" They all turned to him. "Flash might not be able to do it, but there's gotta be one pony willing to take us. We just gotta ask around and find somepony before it's too late."


"Please, Rarity." Sweetie did her best puppy dog eyes, "Flash was gonna take us, but got called away and the fair is only for today!"

"I'm sorry, darlings, but I can't possibly go to Appleloosa." Rarity replied as she worked on a shiny yellow suit with a blue trim and bowtie. "I promised to deliver a new design to Fancy Pants for his Monocle and Top Hat Appreciation Society soiree." She turned to get some fabric, only to feel something grab her leg, making her glance down to see Sweetie clinging to her.

"Can't you finish it tomorrow?" Rarity lifted her leg up, trying to shake her off, but she remained held on tight.

"Well, I could." She then used her magic to detach the filly. "But you'll learn as you get older how important it is to keep your promises, especially when running a business."

"I seem to remember Flash promising us something," Ace crossed his arms as Sweetie was floated over to them and was dropped.

"Well, what about Lightning?" Mira asked, but Rarity shook his head.

"I do believe he and Iron are on patrol duty today. They can't just leave to go have fun at a fair."

"Grand?" Applebloom asked, Rarity shaking her head again.

"I think he's gone to Canterlot already." They groaned at this.

"Maybe we should just go by ourselves?" The others turned to her, only for Rarity to shake her head.

"Oh, my dear no! Appleloosa is far too long a train ride for young foals without accompaniment. You could end up in the wrong place entirely. Why don't you see if Rainbow Dash is free?"

Soul shrugged at this, "Worth a shot, I guess."


"Sorry," Rainbow replied from her cloud house, "But I just heard from Spitfire that a whole bunch of storm clouds got loose from the cloud factory and she needs every Wonderbolt to help bust 'em."

"Aw, come on, Rainbow Dash!" The group was standing on the ground beneath the house, looking up at her hopefully. "They won't miss one pony! And we really want to go to the fair! Apparently we're too young to go alone."

"Well, duh." Rainbow flew down. "Young ponies like you could get lost and never find your way back. But I still can't go. Being a Wonderbolt isn't just about showing off. It's also a responsibility. You'll understand when you get older." She flew back up to her house, "I'm sure you'll find somepony else to take you."

They all groaned at this, Scootaloo turning to Applebloom, "Maybe your sister?"


"I wish I could, sugarcube." Applejack replied as she filled a bowl with soup, "But Big Mac's not feelin' well today."

She walked out of the kitchen at this, the young ponies and jakhowls following. "Awww," Applebloom groaned, "But Big Mac's old enough to take care of himself, and we'd all have so much fun together." They got to the living room and found the stallion, looking like he was going to throw up the second he lifted his head off the couch.

Mira turned to Soul, "Can't you fix him?"

Soul shook her head, "Even my magic can't cure a common cold."

"What about Rogue?" Ace added, "Can't he take us?"

"He's fast asleep right now," Applejack chimed in, "We had a few intruders last night and he exhausted himself scaring them off. If he gets up now, it'll throw his whole sleep cycle out of whack."

"Rats," Scootaloo grumbled, "First my brother gets called away to help somepony and now this. Is the world against us having a good time?!"

Applejack shook her head as she dipped the spoon in the bowl. "Sometimes takin' care of somepony is more important than havin' fun." She reached out to feed the soup to Mac, only to drop it and the bowl when she spun around and glared at the six of them. "Speakin' of which, don't you even think about tryin' to go without a grown pony there to take care of you. You could end up in hot water or worse."

"We know," Applebloom sighed, the group heading back to town and tried Pinkie, but she and Wild were apparently out of town for some reason. As such, they went to the next best pony.

"The fair could be over before we find somepony to take us," Scootaloo said first.

Applebloom smiled at the pony they were trying to persuade, "But then we thought of you, since the fair will be full of all sorts of animals and creatures."

Fluttershy looked back at them, the mare frowning, "I'm sorry, but Twilight has an important magical research project and she's asked for my help." Their hopeful faces dropped, Ace kicking a rock in frustration.

"I guess that means Twilight's busy, too?" Sweetie asked as they approached the castle.

"I'm afraid I am," the Princess of Friendship told them ten minutes later. "Starswirl sent me this enchanted flower and it isn't doing well." She gestured to a flower sitting atop her library table. The object was in a glass crystal case and had only two petals that were glowing purple and covered only half the flower. "If I figure out its magical properties, maybe we can save it."

"So that's a no on going with us to the fair?" Scootaloo asked, wishing her parents weren't in Manehatten at the moment, dealing with a situation there.

Applebloom sighed at this, "We've already asked Applejack, Rainbow Dash, and Rarity, and none of them can come."

"The one day everypony's busy and the map decides to pull the only free pony away for something," Soul moaned.

"And everypony made it clear we're too young to go on our own," Sweetie groaned.

"Oh definitely." Twilight nodded, "You could take the wrong train or miss your stop..."

"Or get lost in a strange town and end up in a dangerous situation with nopony to help you."

"We know!" The CMC yelled.

"So not cool," Ace added, "Heart and Jaden got sent out on their own without any supervision and I'm way more responsible than him!" Although he chose this moment to lean against the table and almost knock the flower off it, Twilight barely grabbing it in her magic. "Uh...sorry."

"Heart and Jaden weren't really on their own," Twilight replied, "Flash and Ruby were keeping an eye on them. If something bad had happened, they would have stepped in." She put the book down and lowered her head to their eye level. "I know it's hard, but sometimes you just can't do what you want."

The six just pouted at this, Scootaloo pointing at them, "I'm pretty sure if you wanted to go to the fair, you could."

"Sure," Twilight stood up, "Grown-ups can do a lot of things that foals can't, but there's plenty we can't do either." She looked back to the flower in the case. "Like right now, I can't find a single reference to this flower!"

Fluttershy walked up to it, "None of the birds or insects I've talked to have heard of it either."

Twilight patted her chin, "Hmm...I wonder if there's anything in Shadetail Evergreen's Tome of Flora and Fauna?"

Fluttershy tilted her head, "That book's pretty out of date, but it might be worth a try."

The pair smiled as they headed for the door. "I think there's a copy in the library filed under 'Discontinued But Still Potentially Useful Ancient Texts'." She opened the door and hummed, "Unless I put it under 'Hokum With a Slight Chance of Practical Applications'."

As soon as the pair were out of the door, the six turned to the magical piece of foana. "I guess this flower is the most interestin' thing we're gonna see today," Applebloom sighed.

Scootaloo nodded, "Unless you count watching Twilight struggle to remember how she organizes her books."

"I do not," Ace remarked as he crossed his arms.

"I bet every pony in Equestria is in Appleloosa right now." Sweetie added.

"Every pony but us," Applebloom finished.

"So unfair," Mira cried, "We're smart. We can plan things. We've stared down insane danger a bunch of times, but we're not allowed to go because we're younger than a bunch of ponies that's done none of those things!"

Soul sighed, "I technically am an adult. I mean, I was born two thousand years ago. How much older do you have to be for that?"

They all sat around the table and stared at the flower. "I wish we didn't have to wait to grow up," Scootaloo sighed, the group not noticing that the flower had started glowing.

"I wish it would happen all at once," Applebloom moaned. "Then we'd know everything we need to get to the fair and back with no problem."

Once again, the flower's glow increased as Sweetie spoke up. "I just wish we were as old as our siblings. Then nopony could tell us what to do, and we'd be able to take care of ourselves."

"YEAH!" The other three agreed, only for the light of the flower to finally catch their attention as it filled up the entire room.

"Hey Sweetie Belle, why's your face all lit up?" Sweetie turned to Scootaloo and saw she was glowing as well, the group following the light toward its source: The flower.

"What's going on?" Ace asked as they jumped up and stared at the flower. And as they did, one of the petals on the flower exploded and swirled out into a tornado of pink light. That light quickly enveloped them, trapping them inside before they could even think of escaping. And slowly, a large bulb of pink light grew around them. Once they were trapped inside, the light from the flower vanished, only for the bulb's petals to curl away to reveal the six that had been trapped inside.

They all groaned as they picked themselves up after this, all opening their eyes. "Everyone okay?" Soul asked, only to gasp when she saw Mira. The jakhowl had somehow transformed into a yellow version of Mirage, with blue in her chest fur, Soul realizing she had somehow entered her battle form. She then looked over at the others and saw that they different too. Ace was basically a green-eyed Springer, while Scootaloo, Applebloom and Sweetie Belle were taller and looked the same age as Twilight and the others.

Then she looked herself over and saw she had been aged up as well. Her mane and tail were now longer and had a slight flow to them, looking halfway between Twilight and Celestia's mane. Her jumper had been enlarged to fit her and she was about as tall as Twilight.

"What...just happened?" Ace asked, looking himself over as the others did the same. They soon came to the same conclusion as Soul before looking up at the flower, seeing it now had only one petal.

"Do you know what this means?" Scootaloo asked, Ace, Mira, Sweetie and Applebloom thinking the same thing. "WE CAN GO TO THE FAIR!" They high fived and laughed while Soul just stared at the flower before turning to her friends.

"Everyone!" She yelped, "I think there's more important things to focus on right now!" She looked herself over again, "We just aged about a decade or more!"

"So?" Ace replied, "That's what we wanted."

"How the heck are you two even in that form?" Soul asked, "Last I checked, jakhowls don't turn into those forms just by aging!" The two flinched at this, "We need to show Twilight."

"And we will," Scootaloo smirked, "After we get back from the fair." The others nodded back, "Come on, let's go before the train leaves!" She ran out of the library and the others followed suit, leaving only Soul, who looked between the doors and the flower.

Her common sense was telling her to go get Twilight, but then she thought about the fair and how much fun she would have. Especially now that she was tall enough to go on all the rides. "Ahhh!" She flew out after the others, only to see she instantly caught up to them. "Wow! I'm fast." She quickly realized larger wings meant she was faster. "I could get used to this."

Scootaloo leapt onto her scooter as soon as she was out of the castle, though it was now a tiny bit too small for her. She let out a cheer as she flew over a hill. Had she been younger, she would have flown further, but even with her older form, her wings were still a tad small. The others followed after, Applebloom turning to Sweetie. "I hope you brought the tickets. We've gotta hurry if we're going to make the train."

"I think we'll be fine," Sweetie told her. "Check out how fast we're going! Grown-up legs are strong!"

"You're not kidding!" Scootaloo cried, as she slammed her leg into the ground to push herself forward. But as she did, her scooter's wheels wobbled under the strain. "I don't know how much of this my scooter can take!"

"And grown up jakhowl legs are even stronger!" Ace cheered, leaping up onto a roof to prove his point. "This is awesome!" Mira had to agree, using her much stronger body to do several leaps over a large crowd of ponies.

"And nopony yelled at us to slow down even once!" Applebloom cheered, "Being a grown-up is great!" They reached the train station and spotted the train on the platform. The station master looked like he was about to shut the carriage door and signal it to leave, but before he could, they all rushed past him with Sweetie throwing their tickets at him. They all sighed as they sat down, the train now beginning to make its way toward Appleloosa.

"We made it!" Sweetie cheered, everypony except Soul smiling.

"Of course we did!" Applebloom added, "We're grown-up ponies now! We can do anything! And all those worries Twilight and the others had don't apply anymore. Because we're big! And bein' big is all it takes!"

"I don't think it's that easy," Soul replied, "And I'm still not sure if we're really adults. We don't really know what that flower did."

But the others weren't listening and instead, simply started enjoying themselves on the train. As they did this, the music maker started playing and the CMC started singing. They celebrated all the things they could now do on their own, exclaiming how being older meant they could do anything they wanted without issue. No more school, no more bedtimes and no more ponies telling them what to do. They sang about how they now knew everything, Ace and Mira even attempting to make an Aura Blast that was larger than normal. But the orb only went pop, the pair shrugging it off as they kept singing.

Even Soul had to admit, she was getting swept up in the excitement of everything. She remembered all the things she hadn't been allowed to do because she was too young, like studying surgery at the hospital or watching a movie that she wasn't allowed to see for being overly graphic. Now, she could do both of those things. The others eventually finished their song, the overhead announcer stating that they were about to reach their final destination.

Believing that was Appleloosa, they rushed to the exit, only to notice something wasn't right outside. The last they checked, Appleloosa wasn't full of dense trees and swampy bogs. They stepped out onto the platform and glanced around, the train pulling away as Scootaloo groaned and held her stomach, "I think I ate too many snacks."

"I told you not to spoil your appetite," Mira added as Sweetie looked worried.

"Uh, this doesn't look like Appleloosa."

"That's because it isn't." They all went wide-eyed at hearing this, since the voice didn't seem to belong to anypony in sight. As far as they could tell, they were the only ones there.

"You all heard that, right?" Applebloom asked, all nodding as Sweetie walked over to the ticket booth.

"Uh, hello?" She turned to the others, Mira and Ace preparing a Steel Paw and Bone Breaker as she asked what they were all thinking. "Do you think we got on the wrong train?"

"I thought trains just took you where you wanted to go," Scootaloo added, only for laughter to fill the air, the girls screaming at this. Ace and Mira prepared to fight, only to see the laughter had come out of an old pony dressed as a station master.

"Sorry, I don't mean to laugh." The way he spoke and had one eye larger than the other was now making them all flinch, "But you lot must not travel much."

"Well..." Ace slowly responded, "This is kind of our first time travelling on our own."

"Really?" The old pony asked in a high pitched voice, "How old are you?"

They decided not to answer that question, Soul instead stepping forward. "If we're not in Appleloosa, then where are we?"

"This is Hayseed Junction," he explained, "The train to Appleloosa isn't for a few hours." They all realized their goof, the fair now seeming like a distant memory now. "Or you could set off on hoof." He pointed to a forest, a dark forest they could only see a few feet into. "It's treacherous and confusing! Unfit for the young or timid!" They all gulped at this as the station pony smiled. "But you're all grown-ups. You'll be fine. I'll write down some directions." He went into the ticket booth as the six shared terrified looks.

"Maybe we should wait for the train," Sweetie whispered.

"And miss the fair?!" Scootaloo hissed.

"No way!" Ace added.

"We already ended up in the wrong place, which is exactly what we were warned about. And what if we can't follow the directions?" They looked back at the station pony, who was drawing a map of some kind on several pieces of paper.

"Come on," Applebloom added, "We didn't come all this way for nothin'. Besides, I've been through a swamp as a young pony. As a grown-up, it'll be a snap."

"Yeah," Mira nodded. "Besides, it's not like we're defenseless. Ace and I can blast anything that might attack us. And if that fails, we've always got Soul's magic."

"I don't know if that's such a good idea," Soul countered, "Magical power is supposed to grow as you get older. It's not normally a problem since the growth is gradual and you have time to learn better control. But now that I've jumped straight to having adult magic, it'll be like when I first got it all over again."

"I say we go for it," Ace chimed in, "There's no way we get lost twice in one day."

"Grown-ups always know the way!" Scootaloo announced.

"Because being big is all it takes!" Sweetie finished, only for the station master to let out an insane laugh that made them all flinch again.

He then started hacking up, his coughs making him drop the map as he took out an inhaler. "Sorry," he commented, "I've got kind of a throat thing." He picked up the map and gave it to them, the six staring at the swamp with terror in their hearts. Sweetie took the map and headed in first, the others following close behind. There was a path leading in, only to instantly hit a fork in the road. The unicorn looked over the map, suddenly having way more respect to Heart and Jaden for not getting lost on their journey.

After a few moments, she determined the right path was the way to go and they headed that way. But a few minutes later, they found the path had been submerged in a boggy pool with rocks sticking out the top. Ace leapt over it first with Sweetie, Mira and Applebloom following after. Soul flew overhead and the group made their way, completely unaware that they had left somepony behind.

A few moments later, they entered a denser part of the swamp. This area had many low hanging vines and thick roots covering the path, Ace slashing at the vines, cutting them away as he tried to keep the path clear. But he didn't get every vine and as such, Applebloom ended up running into a bunch and getting herself tied up. Once again, none realized until they were far away as Mira noticed some nice flowers on the side of the path, at least pretty compared to the rest of the swamp, making her stop and crouch down to sniff them. What she didn't know was the flower was a type that came with a defense mechanism. One that shot a load of pollen into her face. As soon as she breathed it in, she felt herself getting dizzy and fell to the ground.

Ace, Sweetie and Soul continued along the path, completely unaware that they were now down three members. Sweetie was now at the back of the group, staring at the map and realizing the path went right, but if she had looked up, she would have realized the path actually went left. As such, she went one way while Soul and Ace went the other. A few minutes later, Soul and Ace found the path was blocked by a bunch of logs piled on top of each other, making a large wall that they couldn't get through.

Soul flew over it, expecting the others to climb up as well, but Ace spotted a hole in the wall at the bottom and decided to go under instead, finding there actually was a route moving through the wall. But it wasn't a straight one, causing him to have to zigzag left and right, up and down. Eventually, he reached the exit and found himself completely off the path.

Soul landed on the other side and waited for the others, but saw that they weren't coming. "Girls? Ace?" She called out, but they didn't answer. She flew back over the wall and looked around, only to find...nothing. "Uh-oh."


The aged up filly known as Scootaloo was staggering through the swamp on her own. She was soaking wet and covered in mud, a result of falling into that pool. She patted the side of her head, trying to send the water out of her ears. "Sweetie Belle, are you sure this is the right way?" But when she glanced back, she now found she was all alone. "Sweetie Belle?"

Her eyes darted around, sweat appearing on her face, only for Sweetie's head to pop out of the bush next to her. "Scootaloo?" The pegasus let out a screech, leaping back and falling over.

And as she quickly scrambled back onto her hooves, she began panting before glaring Sweetie. "Don't do that!" Sweetie rolled her eyes at this.

"Where are the others?" Sweetie asked, only for another voice to speak up.

"Girls?" They looked up and saw Applebloom still tied up in vines. Sweetie quickly used her magic to cut through them and levitated her down, the pair seeing Sweetie was covered in mud. "Maybe we should find the others and head back to the station."

"I'm not sure we can," Sweetie sighed before slumping over, "I think we're lost."

"Just like Twilight and the others said!" Scootaloo copied her. They then heard rustling and spun around to spot a moving bush. The three hugged one another, fearing the worst...only to see Mira stagger out of the foliage, holding her head.

"Ow." She groaned before shaking her head, only to go wide-eyed at the trio, "There you are. Any of you seen Soul? I feel like my head just got hit by a rock."

"No," Sweetie gulped, "We don't know where she or Ace are."

Mira took a deep breath before closing her eyes and tried to reach out through her aura. Slowly, she locked onto a pair of auras, only to sense they weren't too far away. "Soul," She tried to reach her telepathically, only to get nothing. "Ace...you there?"

"Mira?" Ace's voice filled the air. "Finally! Where the heck are you?!"

"Just follow our auras," she replied, "Soul's not too far from you. See if you can lock onto her and find us."

"Got it." Ace's voice disappeared and she let out a groan, the ability doing a major number on her already banging head.

"They'll be here soon." The others nodded, but knew they still had a problem. They were completely lost and had no idea how to get anywhere.

"Well, where were you when I was feeding and caring for him?!"

The four's ears perked up at this as they turned to a nearby bush. Applebloom walked up to it and opened up the bush, only to be greeted by the sight of two young ponies. They were in their late teens, older than how the six of them used to be, but still not full-on adults. One was a brown pegasus filly with a teal mane and tail, wearing a yellow bandana, while the other was a red earth pony colt with a blue mane and tail. The colt was also carrying a wooden box.

When the pair noticed them, the colt screamed at seeing their disheveled appearances. "Wild swamp ponies!" He then noticed Mira, "And a wolf!" This statement caught the attention of two actual grownups, who looked them over and did not appear impressed.

"We're not wild swamp ponies," Sweetie grumbled, "We're just grown-ups." She then noticed them looking at Mira, who was currently trying to get something out of her sharp teeth using her sharp claws. "And she's fine. Not gonna eat you."

"O-o-okay," the colt nodded, "But what are you doing in there?"

"Well," Scootaloo gulped, "We are definitely not lost." She tripped over a bush at this, the colt and filly not looking convinced.

"Okay," the filly nodded. "But that swamp is pretty confusing if you're not from around here." She gestured to herself, "I'm Spur, and this is Biscuit." The colt smiled, only for the box he was carrying to shake and let out a low growl.

"I'm Applebloom," the earth pony replied, "Nice to meet you. But uh, we're not confused. We're just...explorin' new ways to Appleloosa."

"Hey," Biscuit cheered, "That's where we're going!" He began to walk up the trail as Spur glared at him.

"No, it isn't!" The four raised an eyebrow at this.

"Uh, which is it?" Sweetie asked.

Spur rolled her eyes as she explained, "Biscuit thinks he can just take Bloofy here to the fair."

"Why not?" Biscuit asked. "It's just up the road. And Bloofy's my pet too." He hugged the box with his face, only for Spur to grab it away from him.

"Since when?!" She hugged the box herself. "Bloofy's never even seen a crowd! Which you'd know if you ever took care of him!"

"Anyone know what a Bloofy is?" Mira asked, the others shaking their heads as Biscuit glared at Spur.

"Did you ever think meeting all those ponies might be good for him?" As he said that, Applebloom stepped over to the box and looked inside. It was a little dark, so she couldn't really see the creature, but she did see a pair of eyes that looked rather excited.

"He seems okay meetin' us."

Biscuit smirked at Spur, "See? They're grown-ups, and they get it. Bloofy should totally come to the fair with me, right?"

Spur grabbed the box, hugging it protectively as she looked up at the four. "Y'all don't really think that, do ya?"

The girls shared a glance, Sweetie quickly holding up a hoof. "Um...Hold on. Us grown-ups need to confer." The four stepped away and huddled, "What do you girls think?"

Scootaloo was the first to speak, "If they go to the fair, we can tag along!"

Applebloom nodded at this, "And Spur probably should share Bloofy. I mean, that's somethin' a grown-up would say, right?" The other two nodded with Mira thinking the same thing, but then she remembered something from Fluttershy's class.

"Different creatures react to different situations...differently. We don't know anything about this Bloofy thing. Who knows what'll happen."

"I'm sure it'll be fine," Sweetie looked back to the two...younger ponies. "As grown-up ponies, we think you should share Bloofy and let Biscuit take him to the fair."

Biscuit smiled as he pulled the box out of Spur's grasp. "That is some quality grown-up advice!" He started heading down the trail, the four ''adults'' following behind, Spur glaring at them.

"But Bloofy's never been around anything that exciting. What if something goes wrong?"

Applebloom smiled at her. "We're headed to the fair, too. Since we're such great advice givers, feel free to ask us for more." She patted Spur on the head and ran off to catch up with the others, Spur flying with her still unsure if this was a good idea.


Soul and Ace had managed to find one another and were currently following Mira's aura after the jakhowl told them they had found a way to the fair. The two soon found a path, eventually finding their way out of the swamp and as they got closer to Appleloosa, they saw somepony walking toward them.

It was a teal unicorn stallion roughly her new age, maybe a little older, who had a white mane and tail and dazzling red eyes. As he made his way to them, he noticed Ace and looked a little concerned. She noticed something was strapped to his back leg: A knife holder. One that had a red light appearing around the handle.

"Wait!" She gasped, "You don't need to do that!" The stallion raised his eyebrow at this, "I'm uh...I'm guessing you've never seen a jakhowl before."

"No," he replied, "What's a jakhowl?"

"Me," Ace pointed at himself. "Relax, I'm harmless. So long as you don't get me mad."

The stallion looked surprised by Ace's ability to speak, but quickly accepted it. "Alright, good to know." The glow around his knife vanished. "Sorry about that. Seeing such a lovely lady next to you had me a little concerned." Soul blushed at hearing that, "I'm Bell, by the way. Argo Bell."

"Shining Soul," she responded, "It's nice to meet you." Bell nodded before noticing something about Soul, seeing the wings and horn on her head. Suddenly, his face turned bright red as he backpedaled.

"You...you're...you're an alicorn." Soul nodded, only to see him start bowing, "I'm sorry. Forgive me for being so forward your majesty!"

"Majesty?" Soul asked as Bell looked up at her, "I'm not a princess."

"But you're an alicorn!" Bell yelled, "And only princesses are alicorns." Soul blinked at this, only to now remember she had just grown up.

"Please, I'm no different you or anypony else. Please, stand up. I might be an alicorn, but I'm not a princess." Bell gulped and picked himself up, "Are you heading to the Appleloosa fair as well?"

"That's right," he nodded, "Sounded like fun, so I thought I'd see what they had." He walked down the path and looked back, "Are you coming?" Soul smiled and ran after him, Ace tilting his head at this, "You ever been to one of these fairs before?"

"No," Soul shook her head, "I haven't. But I know it's gonna be a lot of fun."

"What the-" Ace asked, but quickly chased after them so as to not be left behind. He wasn't sure why, but Soul's aura was fluctuating as she talked to this stallion. "Weird."


Mira and the CMC gasped as they saw the fair come into view. They walked through the entrance and couldn't help but get excited as they saw all the games, attractions, and rides. "It's everything I thought it'd be!" Sweetie cheered, hugging the others as Biscuit showed Bloofy all the interesting things around them. But all the new sights and sounds had whatever was in the box rather excited, as it started shaking the box and causing to lid to come open for a moment.

Biscuit quickly shut the lid and Spur gulped at this, only for a passing pony to notice and look inside the box. "Well, my goodness, what an interesting critter!" She pointed at Biscuit, "You should enter him in the animal showcase. You'd be sure to win Most Interesting Creature!"

"Animals showcase?" Biscuit gasped before turning to Spur. "That's exactly what we should do!"

"That seems like a bad idea. What do you grown-ups think?" She turned to the others, but found the four were nowhere in sight. "Huh?"

Mira and the CMC were laughing their heads off as they ran through the fair searching for something fun to do. They quickly rushed over to the games and Applebloom, with her new adult earth pony strength, managed to hit the bell with a mallet. Mira picked up a bunch of rings and started throwing them at the targets, her added height allowing her to get the perfect angle in order to win a prize. As this was happening, Spur flew around looking for them, only to see the four rush off to do something else. She chased them toward a ride, and while the four of them were allowed on, Spur wasn't tall enough to ride, making her growl as she saw the 'responsible' adults had completely ditched her after promising to help give her advice.


Meanwhile...

Ace, Soul and Bell had arrived at the fair, Soul and Bell talking about a book series they both enjoy, laughing at the jokes one another told about it while Ace just stood their uncomfortably. And as they paid for their entry, Bell asked Soul an interesting question, "I know you said you had friends here already, but do you wanna spend the day with me?"

Soul went wide-eyed at this, Ace doing the same as the alicorn felt her face go red as she stared into the ruby eyes of the other pony, "Um..." was all she could say before Ace grabbed her by the hoof.

"Can you just give us a second?" He pulled Soul away from him and around the back of a booth. "Are you sure this is a good idea?"

"Well...I don't know."

"He's clearly interested in you," Ace replied, "What do you think's gonna happen if he finds out you're really a filly?"

"I don't seem to remember you or the others all caring about that detail when I told you the same thing."

Ace glared at her, "That's different. That was going to a fair. This is a pony's feelings. If he starts really liking you, what's he gonna think when you return back to normal?"

"Who said we're returning back to normal?" Soul asked, "For all we know, this is permanent." Ace's glare intensified, making Soul roll her eyes, "Would you relax? I'll spend the day with him and make sure nothing happens. If I have to return to normal afterwards, so be it. It's not like he's gonna fall in love with me in one day." She walked back around, "But if it does turn out we're stuck like this...I guess it wouldn't be so bad." With that, she was gone, leaving Ace to sigh and facepalm.


Mira and the CMC had had a blast at the fair. Getting to go on all the rides with a height requirement, not being asked if they needed help getting into the ride and just having the respect that came with being grown up. Currently, they were walking through the fair eating a bunch of treats, only for Spur to fly up to them looking upset. "What happened to being able to ask your advice?! You ran off the second we got here!"

The look on her face made them flinch, Scootaloo gulping down the food as Applebloom tilted her head, "Where's Biscuit and Bloofy?"

"That's why I came to find you!" She lead the four through the fair until they arrived at a large arena, where they found a bunch of ponies and their pets inside. This included Biscuit, who was currently filling out the contest form to enter Bloofy. "It's one thing to bring Bloofy to the fair, but it's another to stick him in a showcase!"

"What's the big deal?" Biscuit asked, taking the box and holding it tightly so she couldn't take it.

As he did this, the adults got between them. "You are supposed to be sharing him," Sweetie pointed out.

"Yeah," Scootaloo nodded, "I'm with Biscuit. The showcase looks like fun."

As she said that, Bloofy's box started rattling. Spur frowned at the sight, "Sorry if I think taking care of Bloofy is more important than having fun!"

"Bloofy's just excited," Biscuit added, "He probably just wants to get out." He put the box down and opened the lid, allowing the creature inside to poke its head out. It was an odd looking beast that was mostly purple. Its face was light purple with the rest of its body being dark purple. It had long ears and a tuft of fur on its head, while his body was a long coat of fur that went to the floor and made it so they had no idea if it even had legs. Bloofy jumped out the box and sniffed around, it and Biscuit heading off to show everypony how awesome they were.

Spur frowned while Applebloom glared at her, "Aee you sure you're not just upset you have to share him? What if you took a little break?"

Spur went wide-eyed at this, "You mean, like, leave?"

Sweetie nodded, "If sharing him is too hard, that might be the best thing. Take our word for it. We are grown-ups." Mira nodded, but then felt Spur's heart sting with betrayal before she turned to leave. The others nodded as they turned to watch Biscuit and Floofy begin an obstacle course.

"I don't know what Spur's so worried about," Applebloom commented, "Bloofy and Biscuit are havin' fun."

"Yeah," Scootaloo nodded. "What could go wrong?" They watched as Bloofy completed the obstacle course in record time, the little creature getting a big round of applause from the watching crowd.

However, Mira suddenly sensed a great amount of panic and excitement exploding out of the little guy. "Uh...I think Spur might have been right."

The others turned to her, only to hear Bloofy let out a high pitched squeal. The next thing they knew, he was spinning on the spot and getting faster by the second. In mere moments, he had created a purple tornado with his head sticking out the top. A tornado that kept getting larger. The ponies in the audience screamed as they ran for it while Biscuit, Mira and the CMC stared at the cataclysm in shock. "Me and my big grown-up mouth," Scootaloo maoned.

Bloofy continued to spin around, the tornado beginning to move throughout the stadium and sucking everything that wasn't nailed down up into it. Hay bales, food stands, even a cow and a few ponies.

Applebloom gulped at the sight. "Do you think this qualifies as gettin' into a dangerous situation with no grown pony to help us?"

"I think we're the grown ponies that need to be helping today!" Sweetie cried as Mira rushed toward the tornado.

She saw a young pony swirling around inside of it and hoped to grab her, but the second she got close, she was also pulled inside. "Whoa!" She cried, unable to stop herself from being sucked in, soon flying around as she saw a cream colored earth pony mare wearing a white and blue dress, red shoes and carrying a wicker basket with a dog inside.

"Hang on!" She told her, only to suddenly get tackled by something. "Eep!" She spun around and found herself sitting atop a bicycle as she flew past the pony, jumping off it a second later, only for a broom to slam into her and force her to ride it Harry Trotter style. "This is getting ridiculous." She leapt off the broom and created a pair of Aura Blasts. Slamming them together, they exploded and propelled her through the tornado. She managed to tackle the mare as they were both knocked out of the tornado, Mira spinning and landing on the ground with the mare and her little dog safe in her arms.

"You okay?" The mare nodded as she was put down. "Get to safety."

"Bloofy!" She then heard Scootaloo cry. "Treats, treats, treats! Who wants a treat?" Bloofy looked around and saw Scootaloo holding up a lollipop. The creature moved towards her a this, the suction around it began to pull Scootaloo into the tornado. The pegasi was almost sucked up, Applebloom and Sweetie barely managing to grab her and pull her back. The lollipop then zipped up into Bloofy's mouth, and as it enjoyed the sweet treat, the beast turned to Biscuit and started moving towards him. Sweetie saw this and gasped, then looked up at her horn and remembered what Soul had said about magic being more powerful. She had seen other unicorns do it and Twilight had even explained the theory. She had to try.

She ran around the tornado and tackled Biscuit, her magic enveloping the pair before they vanished in a flash of light. When they reappeared, behind a large hay bale, Sweetie groaned as her head felt like she had just eaten a whole carton of ice cream in a second. The others rushed behind the bale as Biscuit looked over at Bloofy. "What do we do now?!" At that moment, the bales of hay were sucked up as well and the four could only think of one thing to do.

"RUN!" They screamed, running for the exit with Biscuit following close behind.


Out in the fair, Bell and Soul continued to enjoy themselves while Ace was following close behind. Soul laughed at something Bell said while Bell smiled at her, Ace sensing the attraction he had for her. "This has been great," Soul told him. "I'm glad we got to enjoy the fair together."

"Same," Bell nodded. "And it doesn't have to be the last we see of each other. We could write to one another and maybe meet up again when we're free."

Soul smiled at this idea, Ace wanting to pull his hair out. However, before Soul could reply, a bunch of screams made them turn to the stadium. "What's that?" Soul asked, running for it with Bell and Ace following behind. They reached the stadium, mere moments after the others had left, only to find the tornado creature causing havoc.

"Wow," Bell pulled out his dagger, "Stay behind me."

"Yeah," Ace stepped up, "Right." He created an Aura Blast and fired, but the wind from the tornado pulled the orb around it and sent it flying back to Ace. "WHOA!" It exploded and knocked Ace into a nearby wall, "Alright...tag in."

Bell ran forward, moving at blinding speed as he zigzagged around to try and get in close enough to Bloofy. He then leapt up with his knife primed, but Bloofy saw this and pulled its head into the tornado, Bell missing him before being blown away, "GYAH!"

Soul flinched at seeing Bell crash, only to stare at the tornado, "I need an adult."


Over at the Appleloosa Stadium, Twilight and Fluttershy had just stepped off the train. The alicorn had a book hovering in front of her while Fluttershy galnceed around with worry. "I hope you're right about Ace and the girls coming here."

Twilight nodded as she kept reading. "Well, once we read Shadetail Evergreen's warning that the flower grants wishes, it wasn't a stretch to think they wished themselves to the fair. It's all they were talking about." As she said that, Fluttershy noticed a bunch of ponies running away from the fair, only to see something else that made her gulp.

"Or maybe since we told them they were too young to come, they wished to become grown-ups, then came here and caused some kind of trouble that led to a town-wide panic!" Twilight dropped the book as Fluttershy pointed to the fair and saw ponies screaming.

"Yeah," Twilight sighed as she put the book away, "Or that."

"Twilight! Fluttershy!" They turned to see adult version of their charges running up to them. "Thank goodness! I know you're not gonna believe it, but it's me, Applebloom!"

"And I'm Scootaloo!" The pegasus yelled, "We kinda got turned into grown-ups!"

"And we thought we could take the train here since we were old enough, but we ended up in the wrong place, just like you said we would!" Sweetie added.

"And got lost!" Mira cried.

"Just like you said we would!" Scootaloo finished.

"Then we met these foals who led us to the fair, and we tried to give them some grown-up-style advice, but it turned their pet into a tornado that might destroy the whole town!" Twilight and Fluttershy let this info sink in, Twilight sighing again as Fluttershy rolled her eyes.

"Alright," Twilight pointed at the stadium, "Let's fix this."

"How?!" Mira asked, but Twilight and Fluttershy were already moving. They quickly made their way toward the stadium and when they arrived, they saw three others were trying to fight the creature.

"Ace!" Twilight yelled, "Soul!" The jakhowl and alicorn turned to her, both gulping. "We are gonna have a long talk after this is over." She then heard a scream and saw Bell flying towards a wall, only to be caught by the Princess of Friendship while Fluttershy looked the creature over.

"Goodness!" She smiled, "A Whirling Mungtooth! They are very rare and just the cutest little things when they're not excited." As she said that, a fruit cart was thrown into the side of the stadium wall next to them. "This one's excited."

"How do we calm him down?" Scootaloo asked.

"When they're young, a Mungtooth forms a tight bond with its caretaker. They're the only ones who can get them to stop spinning." They all turned to the pony they hoped would be able to stop this, Biscuit looking terrified as they stared at him.

"Spur's the one who really took care of Bloofy. We have to find her!"

"You all go look for Spur," Twilight replied, "Fluttershy and I will do our best to keep everypony here safe." They nodded and ran off as the two true adults rushed into action. "Of all the times to not have a Defender of the Peace around." Twilight saw a bunch of kids being revealed from their sucked up hiding spot and teleported over to them. She teleported them to safety as Fluttershy grabbed a sheep out of the air and flew it down to where several more animals were hiding. As she led them safely to the exit, the others returned to Spur in toe.

"That's Bloofy?!" She yelped.

Biscuit shrank back at this, "I'm so sorry, Spur. You knew what was best for him all along."

Applebloom nodded. "And even though we seem like grown-ups, you were way more responsible than us."

Spur tilted her head at this, "What do you mean, 'seem' like grown-ups?"

"Uh..." Sweetie tried to say, "We um...don't have time to explain. Right now we have to stop this, and you're the only one who can do it."

"So go do it," Ace added.

"How?" Spur looked back at Bloofy, seeing the still raging tornado.

"I'll show you." Fluttershy chimed in as she flew down, "He mostly just needs to see you." She held up Bloofy's box and Spur took a deep breath before flying forward.

"Hey there, Bloofy-boo." Bloofy turned to her as she opened up the box, "It's okay." Bloofy smiled as Spur dived into the tornado, everypony gasping, only for the vortex to suddenly vanish. Doing so revealed Spur, hugging her pet as she had calmed it down before putting it back in her box. She then turned to Fluttershy. "How did you know what to do?"

Fluttershy just smiled back, "After years of experience with animals, I've picked up a few things."

"Are we sure that thing is safe to let a filly have?" Bell asked, "What if it gets out of control again?" They all turned to him, Twilight giving him a reassuring look.

"Spur's the only one who can calm him down. He's really only safe when he's around her, and she's clearly shown she can be responsible with it."

And after they had made sure everypony was safe, the group headed out of the colosseum and back toward the train station. "Well, one thing's for sure." Spur smiled at the blue ribbon now attached to Bloofy's box. "Bloofy definitely earned the Most Interesting Creature prize."

"I'm sorry I didn't listen to you," Biscuit muttered out.

"We all are," Applebloom apologized as the pair turned to them.

"I guess grown-ups aren't always perfect," Spur stated as Twilight walked over to them.

"They sure aren't, but young foals pretending to be grown-ups are even less so." They all frowned at this, while Bell, Spur and Biscuit looked confused.

"What do you mean?" Spur asked as Twilight took something out of her bag. The magic wishing flower.

"There's only one petal left," she placed it down on the ground in front of them. "But I think you all know what to wish for, and I'm pretty sure Starswirl won't mind." They all looked at the flower, Soul then turning to Bell and looking upset that she had to show him the truth.

"I'm sorry. I guess we won't get to hang out anymore." Bell tilted his head at this as she and the others all circled around the flower and spoke in unison. "We wish we were foals/pups again." The flower exploded with light and they were all consumed by the giant bulb, shocking their three new friends until the petal peeled away. When it did, the six adults were all back to their original ages. Ace and Mira were back in their child forms and when Bell saw Soul, his eyes went wide.

"Hold on!" Biscuit yelped, "You're actually younger than us?!"

They all nodded as Sweetie replied, "The flower turned us into grown-ups, so we figured we could do whatever we wanted. But I guess that's not exactly true."

Applebloom sighed. "We did everything real grown-ups told us not to and caused all kinds of trouble."

"And things could have been a lot worse," Scootaloo frowned. "I guess we were pretty selfish."

"We're sorry," Mira sighed as Soul and Ace focused on the now traumatized-looking Bell.

"Are you okay?" Ace asked.

Bell finally blinked as the information finally sank it. "So let me get this straight. All this time, you were a filly." Soul nodded, "and I wanted to..." He suddenly looked ready to hurl, "Oh, I could have gotten in serious trouble."

"It's not that bad," Soul responded, "I was an adult when we hung out."

"No, you weren't!" Soul flinched at this as Bell took a deep breath. "Age might be defined by how many years you've lived, but that's not what truly being an adult means. That flower didn't turn you into adults. It turned you into very big kids. A true adult is born through the years of experience one lives through. Childhood is the time to make mistakes and learn from them, so that you'll be less likely to make them in the future. Only when you've lived long enough to have the wisdom to make the right choices, are you truly an adult."

"I guess that makes sense," Soul nodded, "And I guess we won't be writing to each other or hanging out."

"Yeah," Bell nodded. "Sorry, but a grown pony being pen pals with a much younger filly doesn't looks so good from my end." Soul sighed as Bell placed a hoof on her shoulder. "But, why not try giving me a call in say...ten years. Then we'll see how things work out."

Soul smiled at this as Bell said his goodbyes and started walking away. The sight made Ace sigh, "He's right you know. I guess looking like an adult isn't enough to be one. I mean, I've seen some adults that act more like kids then some kids do."

They all laughed at this as Twilight patted them all on the head. "I'm glad you learned something. That's what growing up is. Which is why you probably shouldn't skip any of it." They nodded as Mira and the CMC turned to Spur and Biscuit.

"I know we didn't make the best impression, but we sure would like to visit you and Bloofy someday."

The pair shared a look before giving them a knowing smirk. "I guess that'd be okay, on one condition. You get a real grown-up to bring you."

"DEAL!" They all said, the group laughing as the train whistle filled the air. Spur and Biscuit headed off down to road while the train approached, the ponies and jakhowls glad everything worked out. Growing up might seem like it was something you wanted doing as fast as possible, but it was the journey to becoming an adult that made one an adult. It was just like Bell had said: Wisdom came from experience, not age. And Ace, Mira, Soul, Scootaloo, Applebloom and Sweetie Belle all had a lot more experience to acquire before they could be considered grownups.


Back at the Castle of Friendship, Twilight sighed as she put her bag down.

Ace, Mira and Soul were back at the school while Applebloom and Sweetie were back home safely. Scootaloo was in her room, allowing Twilight to lay down in the library and relax. "What a day." She sighed, realizing all this could have been avoided had the map not called Flash away, but she also knew the lesson the youngsters had learned was important. Maybe that was why the map called him on this specific day. "I wonder how Flash and Heart are doing?"

It was in that moment that the Rune Gate's alarm went off, the mare gasping as she teleported to it. The pillar of light appeared, and she expected Flash and Heart to appear...only for a scroll to fly out of it.

"Huh?" She grabbed it in her magic and opened it up, reading what Flash had written and gasping. "No way."

Author's Note:

A final fun chapter to enjoy before things get serious. Hope you enjoyed it. We're in the home stretch now. How will things go from here? Only time will tell.