> Pattycakes 3
>  by AlliePastel
> --------------------------------------------------------------------------

> Chapter 1 (Edited)
> --------------------------------------------------------------------------

//------------------------------------// Pattycakes 3 by Oliver-England //------------------------------------//


Chapter 1

It had been weeks since the events of Fluttershy’s ‘game’ took place; ever since the young crusader found herself spending more time with the veterinarian pony.

“I-is she asleep?” Scootaloo asked, confused over her former idol’s state of consciousness.

Fluttershy turned to the filly smiling, “Yes Scootaloo, be quiet now. You wouldn’t want to wake  the baby now would you”?
Scootaloo cringed at that word, “The… ‘baby’”.  

It had been a long time since Scootaloo had seen her hero in her glory. Soaring up thousands of feet into the sky, untouchable and free; and yet there she laid, diapered and clueless.

The sight of such a formally proud pony turned foal made Scootaloo uncomfortable every time she thought about it. When she changed Rarity, it made her want close her eyes. But like her friend’s mental condition, it lurked over her subconscious like a dead body on a murderer’s mind.

What was worse was Scootaloo knew that she had caused the pain, struck the blow; SHE made the decision to strip her hero of her pride and control her fate… and it was permanent. Scootaloo wanted to throw up.

The older Pegasus looked down at the sickly looking child. “Is something on your mind Scootaloo?” 

Scootaloo looked up at Flutters, the dark night air made everything hard to see. Nothing helped her vision but the dim luminance of a night light.

Scootaloo shook her head, “N-no it’s just… is it alright that this feels weird to me Fluttershy?” Scootaloo wrapped her hooves around Rainbow Dash’s crib cage.

Fluttershy redirected her attention to the nearby changing table. She picked up one of the diapers she uses for Rainbow Dash and set it on top of the changing table’s padded surface, “What do you mean Scootaloo?” Fluttershy turned around and looked down, confused about the young filly’s question.

Scootaloo frowned, “Ever since my incident with Rainbow Dash, I’ve been thinking a lot about-”

Before Scootaloo could finish her sentence a loud *BANG!* of lighting disrupted the night air. In the background the gentle whimpers of Rainbow Dash were heard.

Fluttershy looked over at the cyan Pegasus before she guided her attention back towards Scootaloo, “Scootaloo hon?”

“Yeah?” Scootaloo said, looking upwards at Fluttershy. Scootaloo was holding onto Fluttershy’s legs, she didn’t even notice. A small blush seized the child’s face.

Fluttershy smiled, holding the smaller Pegasus closer, “How about you spend the night with me? Your mom won’t mind will she?”
Scootaloo’s voice went meek as she tried to sound genuine, “Oh yeah… I’m sure she wouldn’t mind.” Scootaloo bit her lower lip. In all actuality the filly’s parents had abandoned her many months ago. A warm sensation overcame Scootaloo’s body as the reassurance of a comfortable bed flooded her mind.

Fluttershy set her hoof on the filly’s back as she guided Scootaloo towards the direction of the door. Confident in her abilities to take care of Scootaloo, Fluttershy happily sang, “Oh this will be fun! I’ll make hot coco, and I can read you a story, or we could watch T.V, or you know… whatever you want!”

Scootaloo smiled at Fluttershy’s optimism as the two made their way out of the nursery and towards the living room, “Geez Fluttershy, haven’t you gotten a chance to do that sorta thing with Rainbow Dash?”

Fluttershy shook her head as she let go of the filly and headed towards the kitchen. Frowning, the mare grabbed milk from the fridge and set it on the counter. “No sadly… Rainbow is too young to do much anything. I enjoy taking care of her, she’s just getting more stressful to handle if you could tell…”

Scootaloo nodded. She sat on her rump admiring Fluttershy’s precise composure in mixing the coco powder with the milk.

Fluttershy looked down at the filly and knelt beside her. With a warm smile on her face, Fluttershy giggled, “Hehe, you can go get comfy on the couch Silly! I promise I’ll be out soon, alright?”

Scootaloo smiled at Fluttershy’s words, she hadn’t been spoken to like that in such a long time. It was weird, but it felt nice, almost comforting. Scootaloo trotted out of the kitchen and made her way to Fluttershy’s couch.

She did a small hop onto its soft fabric before curling into a little ball. It was comfortable and clean. A smile cast itself across Scootaloo’s face as she dug her chin into one of the couch cushions.

Before she knew it, Fluttershy came out carrying a serving tray with hot chocolate under her wing. Scootaloo got out of her cute little ball and sat up straight on her rump.

Fluttershy hopped on the couch next to Scootaloo. She took a sip of her own coco to make sure it wasn’t too hot for Scootaloo; it was fine.

Scootaloo looked down at her drink; little white pellets were melting into the hot, chocolate liquid. Confused, Scootaloo turned her head towards the older Pegasus, “Fluttershy, what’d you put in this?”

Confused, Fluttershy asked a bit worried, “What do you mean Scootaloo, I just put some marshmallows in it. I can make you another cup if you’d like?”

Scootaloo looked at the drink before smiling at Fluttershy warmly, “I’m sorry Fluttershy, I just never really have coco with marshmallows… or even hot coco.” Scootaloo’s cheeks flared red almost as if she was embarrassed.

Fluttershy wrapped a wing around the small Pegasus, drawing her close by her side, “It’s alright Scootaloo, I know you’ve never really been the stay at home type. It’s no wonder your Mommy never a chance to make you something like coco.”

Scootaloo nodded taking another sip of her drink, “hehe, yeah…”

The two stayed silent, drinking the hot chocolate while avoiding eye contact with one another.  

Scootaloo looked around the room, trying to come up with something to say, and at a loss for words. She just sighed, leaning up against the taller Pegasus.

Another loud *Bang!* of lightning came crackling above the house, startling Scootaloo and making her delve her head against Fluttershy’s chest.

Scootaloo set down the coco on the nearby living room table. She sat up straight and looked upwards at Fluttershy, “Oh, I’m sorry Fluttershy. I just kinda lost my cool there I guess?”

Fluttershy rubbed her wing up and down Scootaloo’s side attempting to comfort her. She knew Scootaloo was never one for coddling, but Fluttershy could tell something was stressing the poor filly out.

Fluttershy looked at the kitchen table pondering the right words. When they came to her Fluttershy turned her head back towards the filly, “It’s alright Scootaloo, I used to be really afraid of storms too.”

Scootaloo turned her head to the side, “Y-you were? When did you get over them?”

Fluttershy smiled, “Heh, I haven’t really.”

Scootaloo kept the same puzzled look upon her face, “So how are you so calm right now?”

Fluttershy blushed, hugging Scootaloo closer. “Because silly, I have the cutest most toughest filly to protect me.”

Scootaloo blushed back giggling, “Awh Fluttershy, I’m not that tough. I mean look at me… I can’t even fly…”

Fluttershy half smiled, “Don’t worry hon… I was a late flyer too… you’ll do it one day, I promise.”

A deep frown cast across Scootaloo’s face as it welled up with heat. Like earlier, she leaned onto Fluttershy, nuzzling her face against the soft yellow fur. “Fluttershy… c-can I t-tell you something?”

Fluttershy sensed the child was distressed. Something in her mind clicked, as an instinct she leaned in and smoothed the filly on her short purple mane.

Fluttershy always had a bad feeling about the people in Scootaloo’s life. Scootaloo had shown signs of being a misguided and hardened filly. She wasn’t a hundred percent sure if Scootaloo was in need of someone to talk to, but now seemed like a good time to find out.  

Smiling as motherly as she could, Fluttershy cooed into the child’s ear, “Awh Scootaloo, is something wrong sweetie? You can tell me, I promise I won’t tell anypony else.”

Scootaloo bit down on her bottom lip, the sad reality of her life was finally able to come out to another living pony. Scootaloo sobbed, “I-I’ll ne-ver fly, my wi-ngs are br-o-ken… the doc-tor said th-ey wou-ld-n-t ev-er fl-y pr-op-er-ly…”

Fluttershy closed her eyes. She knew Scootaloo for many years and she’d always speculated on the filly’s poor ability to fly. It was obvious now that her wings simply would never work.

Fluttershy, using her hoof, drew the crying Pegasus's head closer to her chest. In her most sincere of voices, Fluttershy cooed at the filly, “Awh Scootaloo, it’s alright baby. You’ll find your strength elsewhere… your parents know about this, right?”

A light in the back of Scootaloo’s mind fought the darkness that suppressed the cold reality that she was also orphaned. The light won out, Scootaloo yelled into Fluttershy’s chest, “My Mommy is dead!”

A sour note hit Fluttershy’s heart as she desperately tried to calm down the child. Doing as she did earlier, she leaned in close to the child and cooed, “It’s alright baby, I’ll be there for you… I promise. Please calm down… it’s alright Scootaloo, I’m here for you…”

Scootaloo hugged onto Fluttershy’s chest sunk her head as hard as she could into Fluttershy’s coat as if to cushion the blow.

Fluttershy spread out both her wings and covered the filly in a warm darkness.

Tears ran down Scootaloo’s face. Something about this moment was too surreal for her to handle.

Scootaloo prior had spent weeks trying to muster up the courage to tell somepony about her problems, but no one would listen. Usually she had Rainbow, but in her present state the cyan Pegasus was in no place to speak.

Fluttershy closed her eyes, thinking of the small child’s comfort before her own. Her chest was getting wet and her wings were sore, but she knew what she needed to do in this moment… so she waited.

Scootaloo fought to gather her rational thinking as the sudden realization of what Fluttershy had said hit her, maybe Fluttershy would let her crash for a while? Maybe… it was worth asking, just not at the moment.

The room stayed silent, aside from the pattering of the rain and the occasional thunder boom. Scootaloo’s sobs lessened as she found strength in Fluttershy’s warmth.

Scootaloo looked up at the yellow Pegasus as her frown turned into a smile. Meekly spoken, Scootaloo asked, “C-can I talk about it… about my mom’s death… I-I just- I just have to please!” Scootaloo pushed her head against Fluttershy’s chest even harder.

Fluttershy weakly smiled as she pet the young Pegasus's mane with her hoof, “Alright Scootaloo, how about we go somewhere a little bit more comfortable first, alright?”

Scootaloo turned her head to the side, “H-huh?”

Fluttershy hopped down from the couch and gestured at her own back with her head, “Hop on Scoots. I’m going to make you a nice and cozy bed and we’ll cuddle all you need.”

Scootaloo blushed, hugging onto Fluttershy’s back, “I-is it w-weird th-at I-I want t-to cuddle r-right now?”

Fluttershy smiled, warmly stepping up the cottage stairs, “It’s perfectly fine Scootaloo, you’re just a little filly and you need affection. I promise anything that happens with us tonight stays with us forever, alright?”

Scootaloo smiled, “A-alright Flutters… thanks. I know I’m being un-cool but I-I do appreciate it…”

Fluttershy smiled opening up her bedroom door, “Don’t you worry about it Scootaloo…”

Fluttershy closed the door to the bedroom, locking every secret told within it safe and secured. Inside the room itself was a cozy cabin-like feeling; wood flooring, pastel colored walls, and comfortable décor was all that made up the room.

Fluttershy walked beside her bed, hopping onto it lightly before setting Scootaloo down. Fluttershy trotted across the bed’s heavy pink blankets and to the pillows on the edge of her bed.

Scootaloo followed fast behind the sun colored Pegasus, taking a seat next to her on the bed.

Fluttershy smiled warmly and hung her wing over the young filly’s shoulder, “Awh, Scootaloo.”

Scootaloo’s body felt hot; her moves were unsteady and inaccurate, her body was completely frazzled. The young Pegasus looked up at Fluttershy, “W-what?”

Fluttershy nodded at the young filly, “lay down alright Honey, you’re shaking…”

Scootaloo did as told, she sat on her flank before turning completely over on her back, she noticed as Fluttershy did the same behind her.

Fluttershy reached forward, pulling the heavy blanket over herself and the shaking child. She then turned to her right nuzzling the child’s mane with her nose, “Are you all comfy and warm Scootaloo?”

Scootaloo tried to say something, but she was too busy begging herself for an explanation on her parent’s disappearance; so she just nodded instead.

It’d been months since the child had seen her Mom or Dad. The two of them never really got along… for that matter they never really were together.

Countless nights the young filly recalled being scolded by a stressed mother, only to be reminded that she wasn’t doing whatever she was doing correctly; whether that be cleaning the kitchen, cooking, or even schoolwork.  

Countless times she’d been reminded that if she didn’t do everything right the first time, she’d end up a broken failure. It didn’t help that her wings failed to work 100% of the time.

Every time she looked at her run down house’s degrading walls, mediocre décor, and lack of food she was reminded that her mother’s words were true; that everything needed to go perfectly or she’d never be the adult she needed to grow up to be.

The worst part of it all was her father’s death, the single climactic point in her life where everything fell apart. She wanted to recollect something, but suddenly her mind went blank and whatever train of reason she’d gathered crashed.

A stinging hot sensation overtook Scootaloo’s body as waves of cold combated her pulsating mind. Scootaloo’s shaking got worst as she curled tighter into a little ball…

Then suddenly she found a hoof wrap around her frail body and from behind she heard the faint whisper, “Awh, it’s alright Scootaloo. I’m sorry if you’re nervous, we can discuss something else if it’d make you feel better.”

A weak smile cast itself across Scootaloo’s face as she felt Fluttershy’s warmth calm her nerves. Still conflicted over her thoughts, Scootaloo simply suppressed them and spoke, “thanks!” as she unraveled her hooves from their tight, scrunched up position.

Fluttershy found herself leaning closer to the child and wrapping her own hooves around the filly’s small orange tummy, “Y-you’re feeling better?”

Scootaloo’s mind raced as the last words “Flightless” and “Abandoned” were pushed back into the recesses of her mind. She smiled and backed into Fluttershy’s embrace, “Yeah Fluttershy…”

Fluttershy smiled, warmly petting the filly’s short purple hair with one of her hooves, “Alright… so tell me Scootaloo, how does my house feel to you?”

Scootaloo raised an eyebrow, “What?” she asked, caught off-guard by the question.

Fluttershy rolled her eyes, “What do you think of it. You know? Me talking care of Rainbow Dash, the cottage, the nursery, what do you think of this life?”

Scootaloo frowned closing her eyes, “T-to be h-honest… I-I hate it.”

Fluttershy’s grin faded as she nodded her head, “I do too…”

Scootaloo’s eyes shot wide open, “What? But why? You said you wanted a little filly or colt, you babyfied all of Ponyville for Celestia’s sake, you even regressed my sis-I mean, Rainbow Dash!”

Fluttershy sighed, “I-it’s all I ever wanted Scootaloo… but it’s not.”

Scootaloo swallowed, “W-waddya mean?”

Fluttershy closed her eyes, “Oh Scootaloo it’s awful! My whole life I wanted nothing but to have my own little foal to call my own; to call me mommy, to help with his/her school work, to raise and nurture every step of the way… but instead I just killed my best friend…”

Scootaloo got a little bit more tense, “B-But don’t you like havin’ a filly to take care of?”

Fluttershy smirked, “Rainbow is no filly, she’s a full grown mare that messes herself, and who needs me to feed her, and who hates being in my arms…”

Scootaloo nodded, “I-I see…”

Fluttershy hugged the child closer, pressing her lips to the back of Scootaloo’s head, “I-I wanna have a little filly Scootaloo, and I’m not sure how much longer I can keep taking care of Dashie before I do something stupid…”

Scootaloo bit her lower lip as she felt Fluttershy nibble on her ear, “A-and what do you mean by something stupid?”

Fluttershy smiled, “Oh, Scootaloo. So innocent, you don’t even know how adorable you are…”

Scootaloo’s body tensed up as suppressed memories came back to her mind. She hopped up from her position on the bed and dashed to the doorway, “G-get away from me, y-you crazy p-pony, help!” Scootaloo shouted, pawing at the entrance to open.

Fluttershy blushed, chuckling slightly. She stepped lightly towards Scootaloo, as she reached her hoof outwards, grabbing the child from beneath her arms.

Scootaloo broke down crying as she felt herself being cradled near Fluttershy’s chest.

Fluttershy on the other hoof hummed lightly, “It’s alright Scootaloo, I’m here to protect you…”

Scootaloo’s sobs lessened as she heard Fluttershy’s words, “W-what?” the young Pegasus asked confused at Fluttershy’s seemingly caring tone of voice.

Fluttershy smiled, “Sorry if I scared you… It’s been a while since I’ve tried comforting somepony…” Fluttershy’s grin faded into an embarrassed frown, “I-I’m sorry if I s-scared you… I’m sorry b-I mean Scootaloo…”

Scootaloo frowned, “I-I’m sorry Fluttershy!” Scootaloo leaned in nuzzling her head against Fluttershy’s chest, “I-I just panicked, my parents, t-they I just-“ tears filled up in Scootaloo’s eyes as she started to stutter, “I-I’m sor-ry!”

Fluttershy held the child closer as she regained her motherly composer, “I-it’s alright Scootaloo, I-I’m sorry I don’t know what I was thinking… could we try cuddling again?”

Scootaloo arched her head back from Fluttershy’s chest before nodding it up and down frantically.

Fluttershy carried the child back to her bed and carefully got her situated in a similar position, except this time Fluttershy and Scootaloo were facing each other.

After about 5 minutes of being in a tight embrace with Fluttershy, Scootaloo weakly spoke, “F-Fluttershy, why do you baby ponies?”

Fluttershy shrugged her shoulders with a small grin on her face, “I don’t know… I think I just wanna give somepony a second chance to feel young and carefree. My parents used to cottle me a lot as a filly and it’s made my life so much better…”

Scootaloo raised an eyebrow, “Did it?”

Fluttershy cringed as she quickly changed the subject, “Why do you ask Scootaloo?”

Scootaloo blushed, “I-I wanna- I- Is it alright that I’m jealous of Rainbow? To be carefree and babied, and loved…”

Fluttershy smiled warmly, “Awh, of course it is Scootaloo. A filly your age shouldn’t be abused like you were; she needs a warm and caring home. Above all things she needs a caring Mommy who can take care of all of her needs.”

Scootaloo blushed hugging onto Fluttershy a little tighter, “D-does that mean I can…”

Fluttershy leaned in, kissing the filly on the forehead, “We can begin tomorrow, alright?”

Scootaloo smiled weakly, “A-alright… you’re not going to turn me into a mindless baby are you?”

Fluttershy smiled running her hoof down the filly’s back, “Something like that Scootaloo, don’t worry about it. I told myself I’d never even touch foalmula again, not after Rainbow Dash.”

Scootaloo closed her eyes, “W-will Rainbow always be a baby?”

Fluttershy smiled, “N-Not if I can help it, I-I promised myself I’d find a way to cure her, alright?”

Scootaloo smiled, the warm thoughts of her being able to talk to her idol brightened her smile. Maybe she wouldn’t have to grieve any longer; maybe everything would be alright… maybe just for tonight…

Scootaloo nuzzled her face against Fluttershy’s chest, closing her eyes, “So Fluttershy, c-can we do this again tomorrow night? Y-you know? C-cuddle together?”

Fluttershy smirked, “That depends, do you have somewhere to stay?”

Scootaloo whimpered, “N-no…”

Fluttershy smiled nodding, “A-alright Scootaloo, we can do it.”

Scootaloo stared hopefully at Fluttershy, “Promise?”

Fluttershy leaned in kissing the filly softly on the forehead, “You’ve been a wonderful assistant and an even better friend ever since that game I had you play. Of course you can stay with me Scootaloo, now get some rest alright? I think tomorrow will be a big day…”

Scootaloo yawned, “Fluttershy?”

Fluttershy used one arm to push the back of Scootaloo’s head closer to her chest, “Yeah Scootaloo?”

Scootaloo blushed, “C-can I call you Mom?”

Fluttershy smiled closing her eyes, “Only if I can call you baby… alright?

“Alright… goodnight Mommy!”

“Goodnight Baby…”
> Chapter 2
> --------------------------------------------------------------------------

	“Good morning Sunshine!”

Scootaloo yawned opening her eyes attempting to catch a glimpse of her surroundings. She closed her mouth only to realize a piece of plastic kept her lips parted. In her confusion Scootaloo retracted what appeared to be an orange pacifier and looked at Fluttershy her laid utop of the blankets next to her, “Fluttershy *Yawn* what’s with the binky?”

Fluttershy shrugged, “I-I dunno, you were sleeping peacefully sound until around 3 in the morning when you started to whimper. I walked down to the nursery and grabbed a pacifier for you. I hope it’s not embarrassing now is it?”

Scootaloo smile before she took in Fluttershy’s words. A bit caught off guard she blurted, “Wait you said I was whimpering? I-I didn’t umm…” A blush grew on Scootaloo’s face as she pulled the covers higher up on her chest.

Fluttershy giggled, “Hehe, no Scootaloo. Nothing happened.”

Scootaloo smiled wiping off her brow, “S-sorry… sometimes I just- never mind.”

Fluttershy smiled sitting up on her rump, “W-w’ell talk about it later Scoots. For now let’s just get you and Rainbow some nice warm breakfast before we start the day alright?”

Scootaloo too sat up stretching a bit before making her way off the bed. She followed the older pegasus downstairs into the kitchen. 	

Fluttershy didn’t take but a few minutes before completely immersing herself in the cooking. Confident in Scootaloo’s previous caretaking abilities Fluttershy asked for Scootaloo to tend to Rainbow Dash while she took care of breakfast.

Scootaloo paced slowly to the nursery not looking forward to the sight she knew she’d have to bear. She hated seeing Rainbow disabled, to see her powerless. She hated that she caused it…

Scootaloo entered the nursery trotting lightly over to the blue pegasus trapped within the cribs wooden bars. Scootaloo put on a false smile and nudged the pegasus through the bars, “Hey Rainbow, wake up sleepy head!”

Rainbow awoke in a daze of mix emotions as expected. She kicked her covers up sprawling her hoofs wildly in the air unaware of anything. All that existed seemed to happen in that moment and nothing more.

Scootaloo cringed watching Rainbow struggle getting out of her sheets. She wanted to help her but a part of her locked up. This was her fault, it was all her fault, she was destined to either become a baby or face this and it was getting harder to face up to her actions.

Scootaloo hestantintly lifted the nursery’s crib door and pulling Rainbow from a top the crib’s mattress to the nursery’s floor.

Scootaloo watched in horror as Rainbow dropped infront of her hoofs with a thud. Concerned Scootaloo looked down at Rainbow’s face, “A-are you alright?”

Rainbow squinted her eyes before tearing up. A sudden pain in her back made her cry as she desperately felt the need to be held.

Scootaloo delve in rubbing the older pegasus’s stomach, “I-I’m sorry Rainbow, E-everything will be alright.” That was a lie, this situation was absolute rubbish.

Fluttershy came dashing unto the scene nudging Scootaloo away from the incapacitated mare. Leveraging Rainbow on her knees Fluttershy held the pegasus in an embrace and cooed, “Awh, it’s alright baby! Shh, please don’t cry.”

Fluttershy’s words had no effect on the pegasus as Rainbow’s cries heightened as she desperately kicked her hoofs.

From what Scootaloo could see Rainbow managed to knee Fluttershy in the stomach or ribs or something. There was something weird in Rainbow’s eyes; a curtain fire that drove her to become violent. If she didn’t know any better she would almost guarantee that Rainbow hurt Fluttershy intentionally.

Fluttershy stood up slowly at first, she sputtered as a drop of blood dripped down her chin.

“Fluttershy, are you alright? You’re kinda bleeding.” Scootaloo spook trotting up slowly to the older pagasus.

Fluttershy shook her head smiling weakly, “Y-yeah Scootaloo, I just bit the side of my mouth. Don’t worry about it, you just go get ready in the kitchen while I get Rainbow changed and such alright?

Scootaloo backed away slowly as she switched her focus from the pegasus infront of her to the cyan one laying on the floor. A part of Scootaloo tore itself into piece’s speculating the absence of conscious in the poor infantile mare… she decided it was best not to think of it.

Scootaloo found herself in the living room awaiting the arrival of not only her food but Fluttershy. In the backdrop the subtle screams of Rainbow Dash were heard as Fluttershy did whatever she was doing with her.

Eventually behind her Scootaloo heard the sound of the nursery door open and shut. Looking back the young filly saw Fluttershy looking beaten and exhausted.

“What happened?” Scootaloo asked looking at Fluttershy with a curious expression on her face.

Fluttershy pranced out of the nursery attending to her cooking, “Nothing Scootaloo, Rainbow can be so fussy sometimes. I gave her baby food and stuff.”

Scootaloo turned her head to the side, “What? You feed her baby food only?”

Fluttershy shrugged turning her stoves’ burner off, “Well, I feed her as much grown up food as I can; Apple slices, hay products, bread cut up into small slivers. Really I just have to make sure she doesn't choke and everything is free game. I wanna keep her fully nourished but she doesn’t move much so I try not to feed her much.”

Scootaloo nodded turning her body back towards the living room table. Off the corner of her eye the yellow coated pink maned mare emerged with a serving tray with pancakes and what appeared to be a bottle of milk.

Scootaloo went towards the pancakes only to have Fluttershy’s hoof stop her in her track.

Smiling Fluttershy spoke, “Hehe, Scootaloo. Let me cut up your pancakes for you, it’s no big deal I promise!”

Scootaloo blushed sitting back against the couch, “Hehe, alright. I’m sorry I just umm… never mind.”

Fluttershy finished cutting the pancakes keeping the silverware in her hoofs.

“Well… are you going to let me eat or...?” Scootaloo said turning her head to the side.

Fluttershy snapped back into reality and layed the silverware down on the plate. Smiling she handed the porcelain plate to the little filly, “Sorry Scootaloo, I’m used to feeding Rainbow is all.”

Scootaloo smiled, “Hehe, no big deal Flutters.” With a quick flick of her wrist she started eating away at the breakfast dish.

Fluttershy staired in admiration of the little filly; something about Scootaloo messy eating and poor etiquette made her giggle a bit on the inside. She watched as Scootaloo finished the plate, a bit of syrup on her chin.

Scootaloo smiled looking at the much older pegasus infront of her, “What?” she said confused at Fluttershy’s questioning expression."

Fluttershy smiled picking up a nearby napkin, “Nothing silly, you just got something right there.” Fluttershy moved her hoof wiping the small child’s mouth.

Scootaloo turned her head to the side, “Is it gone?”

The older pegasus shook her head before spitting into the napkin. She leaned in wiping the child’s face again. Satisfied with her success she nodded, “There you go!”

Scootaloo wiped her mouth with her hoof smiling, “Hehe, gross. Say, I’m kinda thirsty, you got anything to drink?”

Fluttershy blushed clapping her hoofs together, “Oh, um… I was out of cups and I had plenty of bottles so…”

Scootaloo turned her head looking at the mare infront of her, “So you want me to drink from a baby bottle?”

“Yes!” Fluttershy squeeked.

Scootaloo nodded, “It’s alright Fluttershy, I-I wanna bond with you… I-I’ve never been feed before you know? Not since I can remember.”

Fluttershy picked frowned covering her mouth with her hand, “Oh you poor thing! I’m sorry to hear that… does that mean you wouldn’t mind if I?”

Scootaloo blushed, “N-Not at all. Just start when you’re ready!”

Scootaloo sat on her rump supported by her front two legs.  She lifted her head up allowing Fluttershy to insert the bottle’s amber nipple into her mouth. The small filly looked up hopefully at Fluttershy as she sought her friend’s mutual eager expression.

Fluttershy smiled looking down at the filly, before she knew it one of her hoofs graced Scootaloo’s back. She saw the younger filly close her eyes; Fluttershy used her free hoof to guide the young child on top of her lap, close to her chest, and eventually into a cradle.

Fluttershy too closed her eye listening to the young child suckle away at the bottle in her arms.

Scootaloo felt her world turned upside down. If this was everything being a child was about she loved it. She knew she was on her back in her friend’s arms. She knew she was a big filly and shouldn’t be fed like a little foal. But something about all she was taught growing up snapped and caught fire as she lost her conscience thought. A tear streamed down her face as she lost control of her world, it was a lie; the work, her future, her flying, everything she knew was being ignored and she loved it.

The golden mare smiled kissing the young filly on the forehead, “Awh, my baby girl… You’re going to grow up big and strong just like Momma raised you. Don’t you freight a thing Scootaloo.”

Scootaloo parted her lips from the bottle and planted her face on Fluttershy’s shoulder, “I-I’m so-rry Flut-er-shy, I-need-to-be-a-big-filly! I don’t w-ant to be a ba-by like Rain-bow-Dash For-ever!”

Fluttershy frowned at the child’s words, “I’m sorry, I promise I’ll never threat you like I did that day. You’re a big filly and you have a future and I wanna be there every step of the way to help you baby. I’m sorry I made you regress Dashie, that was my fault! I’m so so sorry. I promise you future isn’t at stake just because you wanna be weak sometimes. You’re strong Scootaloo, we all know it… tears aren’t for the weak they’re for those who have been strong too long…”

Scootaloo’s sobs lessened as she regain her train of thought, “T-there has to be a way we can help Rainbow… please!”

Fluttershy dropped the bottle and used her free hoof to pet the young filly’s mane, “Don’t worry baby. Mommy has cooked up a solution which should solve everything alright? Infact… it’s already made. I just don’t know if Rainbow would think of me rationally, I might get arrested or worse. When someone’s exposed to Foalmula that long they start gathering the memories that get suppressed and I’m afraid I might have permanently crippled Rainbow Dash by keeping her regressed so long.”

The crying filly’s sobs faded as she hugged unto Fluttershy, “I-I don’t want anything bad to happen to you. But, I also wanna know what Rainbow is thinking. She deserves to live Fluttershy… I want her to live. She just has to… alright?”

Fluttershy smiled kissing the filly on the forehead again, “I know baby, just give Mommy a little time alright? I-I gotta get some stuff prepared first.”

Scootaloo smiled, “A-alright… c-can we do some more stuff together… I-I kinda like being fed…”

The older pagasus’s face broke out in a huge grin, “Sure thing baby, how bout’ later tonight we get some of toys from the nursery and we could pretend alright?”

Scootaloo giggled, “Hehe, sure. I’d like that!”

The older pagasus smiled lying back with Scootaloo still in her hoofs. She looked down at the younger pegasus with a curious expression, “So Scootaloo, have you ever been swimming before? I-I have a pond, I could train you sometime if you’d like.”

Scootaloo smiled hugging unto Fluttershy’s neck, “I-I sorta know… having small wings helps me pedal and I can swim decently without them too. I’ll still go if you want to though.”

Rocking the filly back and forth Fluttershy cooed, “Well do you want to baby?”

Shrugging Scootaloo blushed, “I-I guess… I kinda just wanna spend time with you.”

The pink maned pagasus smiled happily, “Awh Scootaloo. Well Rainbow is sleeping right now and she will be for the next 8 hours or so, you wanna do something?”

Scootaloo nuzzled her head against Fluttershy’s chin, “Nah, I like being here cuddling with you. We have plenty of day light to do other things, I wanna be rocked.”

Fluttershy warmly smiled leaning in to kiss the filly on the forehead, “Hehe, you know my Momma used to rock me when I was your age and even a few years after that. She said it was worth it because her and I had some of the closet talks in those moments.”

Raising her eyebrow Scootaloo asked, “Wait- so you don’t mind this? You know? Holding me, my parents always said I was fat.”

Frowning, the mare used one hoof to pet Scootaloo’s mane, “You not fat, you’re actually looking pretty skinny. Scootaloo, when was the last time you had a proper meal?”

Blushing the young filly frowned, “I-I don’t know… I’ve been eating whatever I can find. I even had to steal at one point; Please don’t hate me.”

Fluttershy smiled, “Awh Baby, you don’t have anything to worry about. I mean I don’t approve of you stealing but I understand.”

“Y-you’re not mad?” The Young Filly said turning her head to the side.

The older mare shook her head, “It’s not your fault you had to do it Scootaloo, just don’t do it again; especially when I have a whole garden of fresh vegetables and fruits for you.”

The filly beamed, “Really? You have a fruit garden?”

Giggling Fluttershy nuzzled the filly’s mane with her nose, “Hehe, of course I do. Well… technically most of it’s an arboretum. Regardless I have plenty of fruit, oh I can’t wait for you to see the strawberry fields!”

Scootaloo turned her head to the side, “Huh-but how do you find time for a garden?”

The older mare giggled, “Hehe, I run a vet service Scootaloo. Albeit a bit more work since I regressed Rainbow, but then again Rainbow is asleep about 80% of the day.”

Smiling the younger filly nodded, “Got it! So, can we check out the garden Fluttershy?”

Fluttershy stood setting the little filly on the couch, “Sure thing baby. Go ready and we’ll head out alright?

Scootaloo nodded eagerly, “Alright!”

The older mare made her way out of the room and upstairs leaving the young filly to keep to herself. A part of Scootaloo wanted to relax and chill on the couch behind her but another one wanted to visit her friend in the nursery.

Scootaloo fell back as the quiet sounds of Rainbow’s cute little whimpers in the background seemed to drastically increase in volume. It was painful almost, a subtle ringing in the very core of Scootaloo’s ear.

“Scootaloo?!” Fluttershy spoke startling the young filly.

With a quick jump to her legs Scootaloo turned around, “Huh? What? Oh, I’m sorry Fluttershy… I was just thinking about something. I didn’t mean to yell.”

Smiling Fluttershy assisted the young filly from off the couch. Fluttershy wrapped a wing around Scootaloo pulling the filly closer to her body, “What’s on your mind?”

The two pagasi made their way out of the cottage door stepping lightly across the dirt trails that surrounded Fluttershy’s cottage. With the reassurance of her friend Scootaloo spoke confidently, “I-I just have been thinking about Rainbow you know? She’s getting to me and I don’t know why. I want to help her but it’s impossible, I’ve always been in control of everything in my life but now I just… I just…”

“Feel it all slipping away?” The mare said taking note of her land’s beautiful scenery.

Scootaloo nodded, “Y-yeah… h-how’d you know?”

The older Pagasus smiled guiding the young filly along with her wing, “Cause sometimes it’s easy living with eyes closed, misunderstanding all you see. It gets harder as you grow up but it’s alright, it shouldn’t matter much to you.”

The moment froze in time as Scootaloo looked admiringly up at Fluttershy. Something beyond her friend’s usual timid wisdom shined as if she was implying something.

“W-what do you mean Fluttershy?” Scootaloo said covering the bright morning rays of sun with one of her own hoofs.

Stoping in her tracks Fluttershy looked around the arbiritum of tree’s, “What I mean is I think we all need to take it easy from time to time, but living in a world of ignorance isn’t the way to do it. As much as it hurts to grow up, it’s also the most important part of a ponies’ experience in life...”

“Lay down Scootaloo.” Fluttershy said patting a spot next to her.

Obediantly the younger filly crouch down eventually falling unto her flank and against Fluttershy. The older mare smiled lowering her wing to blanket over the small filly.

Scootaloo looked up confused by her friend’s request, “Why’d you have us lay down? The ground is like uncomfortably wet, it did storm yesterday remember?”

The older pagasus smiled examining her crops from a far, “Hehe, Scootaloo… do you see what I see?”

A grin grew across Scootaloo’s face as she admired the beautiful garden Fluttershy had planted in the distance, “Oh wow, that must have taken forever to make. Those are all strawberry bushes right?”

Fluttershy nodded in confirmation of the younger filly’s question, “Yep, those are infact all strawberry bushes. The reason I had you sit down her was to admire them from a far, notice the difference in them. What do you see?”

Akwardly pondering the older mare’s question, the younger filly graced her chin. All the bushes appeared to be similar but they all had minor changes which made them seem imperfect compared to eachother. Assured of herself Scootaloo shouted, “Oh-oh! I got it! All the bushes are different sizes, shapes, and some of them are dying…”

“Good, now what does that mean to you Scootaloo?”

“I-I don’t know.” Said Scootaloo begging Fluttershy for an explanation, “What does it mean?”

The older mare shifted focus from the young filly back towards the strawberry fields. A glimmer of sun reflected off her eye as she uttered her explanation, “It means that there is no perfection Scootaloo. It means that all of the bushes have their faults and the ones that aren’t nurtured properly sometimes die off.”

Scootaloo looked up sorrowfully at the older mare, “Is that why you’re taking care of me Fluttershy? Cause you don’t think I’m strong enough to make it own my own? What about that speech you just gave on ponies needing to grow up huh?! I can’t be a little foal forever, you know that right?”

Aiming to redeem the situation Fluttershy used a hoof to brush the filly’s hair, “Shh, that’s not it at all Scootaloo. Look, the bushes that die are the ones that grow up prematurely. If I wanted to save them all I have to do is cut off some of the branches and they’d be fine…”

The revelation hit Scootaloo as she felt like every piece of Fluttershy’s puzzle connect. A bit concerned Scootaloo asked, “Y-you wanna baby me don’t you?”

Fluttershy smirked looking at her garden, “I never said that, if you want to its fine though.”

“Oh.” Scootaloo said rubbing her front hoof nervously with the other, “I-I guess I wouldn’t mind it. Just for a little bit though alright? And no foaluma either!”

Nodding the older pagasus smiled again, “All right little one, you’ve got yourself a deal. Heh, it’s funny... my mother planted this garden with me so many years ago.”

Scootaloo turned her head, “W-what’s funny about that?”

Fluttershy looked down at the filly’s puzzled expression, “Well, more ironic than funny I guess. Come on Scootaloo, let’s walk around a bit before we set on inside alright?”

> Chapter 3
> --------------------------------------------------------------------------

	The midday air was refreshing; the wind blew across the glistening green grass shaking all plants attached to the earth. Emerging out of the semi-dense woods Fluttershy and Applebloom we caught admiring the beauty of Celestia’s great lands.

“Hey Rainbow Dash, do you ever think to yourself that there’s more to life than what we talk about?” Scootaloo said carefully avoiding a small wild flower with her step.

Fluttershy nodded, “Why yes, I mean I do work as a caretaker for most of Equestria’s or I guess Ponyville’s animals. Everything is living Scootaloo, and when you grow up you’ll realize that life lives on within you and without you.”

Scootaloo frowned, “I know I’m not the only thing that lives Fluttershy, I-I can’t explain it but I woke up feeling different today. It’s almost like I wasn’t afraid waking up this morning. I-I don’t know why…”

The older mare smiled nuzzling the young filly forward a bit with her head, “It’s probley because I gave you that pacifier silly, that and I try hard to make sure you were all nice and cozy last night. you were weren’t you?”

Blushing, the young filly spoke, “Well… yeah I guess. I was starting to conjure a nightmare but then all of a sudden something calmed me down. I’m going to guess it was the pacifier.”

The cottage door opened allowing entrance for the two mares to walk in. Scootaloo made her way to the living room’s couch while Fluttershy made her way to the nursery. Alone the young filly starred blankly at the paintings on the walls.

The paintings were bizarre; filled with blotches of summer colors that made makeshift mamals, birds, and the like. More curious was the presence of tropical style trees; ponyville was miles and miles away from real tropical forest. The artist who designed it must have either been foreign or had one heck of a good imagination.

Scootaloo’s attention was broke as her caretakers voice rang out in the distance, “Scootaloo! I need your help in the nursery!”

Springing to her feet Scootaloo dashed quickly into the nursery’s calming scene. Inside Scootaloo observed Fluttershy guiding the drugged Rainbow Dash into her play pin. Smiling Fluttershy turned her head to look at the smaller filly, “Oh hey Scootaloo, can you open the play pin’s door? I have to let Dashie exercise a little bit.”

Attending to her friend’s request Scootaloo made her way to the play pin’s mesh entrance and opened it up. The young filly watched as Fluttershy pushed the staggering Rainbow Dash unto the carpet surface inside the nursery. A part of Scootaloo wanted to comment on Fluttershy’s abrupt action but the other half of her personality made Scootaloo coware in disgust.

A cringe on her face Scootaloo asked, “Do you have to be so rough with her? I know she’s a full grown mare but she couldn’t be that strong. You said it yourself that she’s been getting weaker. She hurt herself getting out of the crib this morning!”

Fluttershy frowned turning away from the younger filly, “I-I know Scootaloo, it’s just hard getting Rainbow Dash to move at all. She hates it when I touch her and doesn’t respond at all when I try and guide her places. Just imagine if you couldn’t think for yourself Scootaloo. Maybe that’ll explain why Rainbow has to be forced into doing things.”

“Oh.” Scootaloo muttered stepping back slowly, “You’re not really going to be able to cure her are you?”
Confused over the young child’s remark Fluttershy spoke, “Why do you say that?”

The young filly closed her eyes as she spoke, “Cause Rainbow is so far gone. She’s not even conscience is she?”
“Well… no…”

“…”

“But I think I found a way… Scootaloo?”

Scootaloo kept glancing back and forth between Rainbow Dash and her other mare friend as her own eyes got more tear filled; “I-I C-an’t- Ahhh!” Scootaloo yelled falling to the ground and sinking her face in her own hoofs.”

Conserned with the small filly, the older mare trotted up to Scootaloo ducking by her side. Her eyebrow’s puckered the mare asked, “Scootaloo, Honey! Shh, what’s gotten into you? I thought we talked about this already.”

“It should have been me! It should have been me!” Scootaloo said, her breath muffled by the hoofs directly under her mouth.

The older mare’s demioner got more desperate as she found herself holding the child, “Shh, shh! Scootaloo baby, please don’t cry. You can tell momma anything you need to get off your chest. Please baby, what’s wrong?”

“I-I fee-l gui-lt-y” Scootaloo stuttered between inhales.

“For what Sweety? It’s my fault, I made you regress Rainbow!” Fluttershy pleaded trying to remedy the child’s cries.

The young child’s sobs lessen, she found herself looking up at Fluttershy, “I-I just wanna forget sometimes too! I-I’m sorry I should know that it’s a dumb idea but I just feel bad everytime I think of it.”

Fluttershy pet Scootaloo’s hair, “What’s that dear?”

Holding back tears again Scootaloo muttered, “Everything! My parents, the cold nights, I just wanna forget them! But It’s selfish to have emotions like that when Rainbow has to do what I just wanna do!”

Confidently Fluttershy smirked, “Alright Scootaloo, I think I know what you need. Now listen, you’re not going to talk or else I’m going to have to punish you alright?”

“H-huh?” Scootaloo muttered confused over her friend’s words. All of sudden she found herself being lifted into the air. Curious of her friend’s actions Scootaloo asked, “W-what are you doing?”

Fluttershy landed infront of the changing table setting the child upon its padded plastic surface. Smiling the mare cooed, “Come on baby lay back and let Mommy diaper you!”

Scootaloo shocked over her friend’s actions started kicking her hoofs frantically into the air, “Hey what the hay are you doin?! I ain’t a baby!”

Ignoring the child’s pleads Fluttershy grabbed both of Scootaloo’s back hoofs and slid one of the diapers she kept in the changing table’s side compartment under the young filly’s rump. She tossed her powder and closed the diaper’s front shut snuggly around Scootaloo’s waist with ease.

Scootaloo looked up in horror as memories of abuse came flooding back into her mind. Tears formed in her eyes as she started to sob uncontrollably, “W-why are you do-ing this to me?”

Confident in her actions Fluttershy extended her hoofs pulling the filly into a cradle, “Duh silly, because you’re just a foal!”

Desperate to get away from the older mare Scootaloo started pushing at the mare’s chest to no avail. It was apparent that Fluttershy had shown no bounds of restraint when it came to a pony’s natural rights. Scootaloo needed to break free but she was helpless, so she submitted.

“W-what do you mean?” Scootaloo question confused at her friend’s radical actions.

Fluttershy sat on her behind hugging the little filly tighter to her chest. Smiling the happy mare kissed the little filly on the forehead repeatly, “You’re my little foal and it’s time momma started treating you better. I wanna keep you safe and warm and all comfy cozy!”

“That doesn’t explain much you know? You’re not going to regress me are ya?”

Fluttershy shook her head, “No silly, I just wanted to remind you that you’re just a filly and sometimes Mommy will take charge and you don’t have to worry about silly decisions.”

“So you’re not giving me an option?”

“Hehe, I’ll let you pick out which stuffed animal you want.” The older mare said giggling to herself.

A pout grew across Scootaloo’s face. In a strange way the thought of having no say in her decisions did bring some peace of mind. A small grin grew across the child’s face as she climbed atop of Fluttershy’s back.

A bit more collected now, Scootaloo laid on her tummy. 

She smiled and asked, “So Momma, wadda you wanna do?”

Fluttershy beamed, “Oh, I actually don’t know Honey. Hehe! I haven’t thought to much about it. Hmm… how about I go get you some toys from the nursery or something while I work on a remedy for Rainbow’s aliment alright?”

Scootaloo beamed, “Oh! That sounds delightful!”

Both of the ponies laughed as they made their way to the living room. As Fluttershy made her way to the couch a thought connected in her mind and she stopped dead in her tracks. Changing her course she made her way to the stairs and towards her bedroom.

Confused the younger one turned her head to the side, “Huh, Fluttershy? Why are we going to your room?”
Fluttershy walked through the doorway closing it behind her. She trotted over to the bed and allowed her child to sit her diapered rump down.

The room was bright with the afternoon sun and it was clear that it was a bright day indeed. Scootaloo laid on her tummy letting Fluttershy’s thick bed covering to comfort her weary hoofs, digging her head into the soft blanket she shifted her eye’s towards Fluttershy.

Scootaloo smiled, “So Momma, how come we’re here?”

The older mare gained a small smirk across her face as she covered the sun from her eyes, “Oh no reason. Listen, when Rainbow Dash wakes up she WILL be livid with me. I don’t want anything to happen to you baby. Stay in here and don’t come down stairs no matter what alright?”

Scootaloo frown, “A-alright. Y-you’ll be alright won’t you?”

The older mare let out her hoof grazing the child’s chin, “It’s alright baby, I promise I’ll be alright.”

Scootaloo nodded as she watched her mother figure walk proudly out of the doorway. Eventually the yellow mare returned with a diaper bag. It was covered in pink and baby blue teddy bears and was cradling douzens of differn’t babyish items; building blocks, a teddy bear, diapers, everything.

Fluttershy nodded, “I’ll be back alright? I promise I’ll be alright!”

With that the mare made her way out of the doorway.

Before she knew it, she was a hoofs length away from the nursery’s entrance.

Fluttershy opened the nursery door, it was black inside and in the distance the faint sound of Rainbow Dash’s whimpers were more than audible. The yellow mare stepped inside locking the door behind her.

Wanting to get this over with the older mare stepped lightly over to a black safe she had in the corner of the nursery. Using the proper code; 8, 5, 12, 16; she pushed the knob and the heavy iron drawer opened.

Inside Fluttershy examined the contents; everything she needed to change the Foalmula to Scireanima; or in other words, Fluttershy’s reversal potion. 

Fluttershy spread the potions and ingredients out on the floor. Being careful to get the right measurements, she took her time to calculate all the right amounts. All sorts of ingredients were poured into a main beaker, grinded leafs and other herbs together.

She poured the rest of the contents into the mixture. The potion seemed to melt everything together. It turned into what seemed like a rainbow like liquid; spectra. 

Fluttershy thought to herself a moment, it couldn’t be spectra. Something similar though, same texture and coloring, it must have been correct though.

Not wasting her time, Fluttershy took the Spectra like Sciereanima into a jar and sealed it. She gathered the other materials and tossed them into a disposable heavy tarp like bag. She walked over to the trash dumping all the contents into the sealed trashcan.

Fluttershy unscrew the jar top and took a syringe she kept at hoof. She dipped the metal tip in the rainbow liquid; measuring twice she gathered the right amount. Too little of the liquid would have no effect, and too much would just give Rainbow a 
hallucinogenic trip; at least from whatever Fluttershy could gather about the experimental substance. There was never a scientific use for it because no one ever used its counter drug “Foaluma” in the first place.

Brushing her fears outside, Fluttershy inched up to Rainbow’s crib. Her hoof shaky, with one forcefull jab she yelled and stabbed the Rainbow maned mare in the exposed part of her rump that hung out of her diaper.

Rainbow’s eye’s shot open with a rainbow shot of adrenaline as her conscience mind came back into the meta-physical world.

Rainbow Dash stood up and yelled at the top of her lungs. Everything hurt, nothing was numb anymore, she was aware of everything that was happening in and around her.

Furiously she tried to tackle Fluttershy through the crib. Rainbow Dash grabbed hold of Fluttershy’s mane; with a forceful pull she slammed the fragile filly’s head into the crib’s side bar.

“Ow!” Fluttershy meekly squeaked before falling back flat on her rump, she could see the fury in Rainbow’s eyes. Her fears came true, Rainbow wanted blood.

Begging Fluttershy sat on her rump. Ignoring her now bloody nose she clapped her hoofs together and pleaded, “Please Rainbow! I-I’m s-so sor-ry! I-I did-n’t wa-nt to hurt you!”

Rainbow’s furious expression changed from anger to a smug pride, Fluttershy was genuninely sorry. A feeling of guilt overrode Rainbow’s rational thinking as she flew over the crib’s bar and next to the other pagasus, “Oh my god, Fluttershy! You’re nose!”

Fluttershy’s frown turned into confusion, “Huh? Oh- that. I deserved that, are you feeling better? I’m so sorry!”

Rainbow rubbed the back of her head, “Yeah, Umm… how long have I been out?”

The Yellow mare put her hoof on her chin as if she didn’t already know the answer, “Hmm… well. It was been about, um… atleast 4 weeks…”

“FOUR WEEKS?!” the cyan mare shouted confused by the notion. A red hot heat overtook Rainbow’s face as she struggled to hold back her anger. Facehoofing Rainbow Dash shook her head, “Ugh, my muscles feel like rubbish. No wonder I could barely pull you earlier. Geez, this sucks!”

Fluttershy grabbed Rainbows back pulling her by her side. A bitter sadness in her voice she rest her head on her friend’s shoulder, “I’m so so sorry Rainbow! I-I promise I’ll make this all up to you somehow!”

Rainbow rolled her eyes, “Fluttershy, being under the effects of foalmula that hasn’t really affected me that much. It was just one crazy trip, don’t worry much about it alright.” The mare grabbed her stomach, “Crap, Fluttershy. What have you been feeding me? My stomach feels terrible!”

Fluttershy scampered away from Rainbow Dash and towards a cabinet, hastily pulling out medication she pulled out a small pill bottle. The mare made her way back to Rainbow shoving the pill in her friend’s mouth, “Here, eat this!”

With a quick spit of the pill into her hoofs Rainbow looked furiously at her friend, “Fluttershy, you really think I’m going to take any medication from you after all that?”

Fluttershy kicked her hoof, “I-I know, I-I just wanted to help…”

The rainbow maned mare threw the pill across the room, “I know Fluttershy, but you hurt me and I don’t think I’ll be able to trust you for a while.”

“W-why didn’t you hurt me?” The yellow mare said grabbing the pill from the ground putting it in her own mouth.

Rainbow raised an eyebrow, “I would have done more than hurt your nose but as I said, I’m in no condition to fight. Why are you taking that pill?”

A small blush appeared on Fluttershy’s face, “Oh, I kinda got a sore tummy… I thought you were going to be a little bit more resilient.”
Smirking the rainbow maned mare flared her nostils, “Yeah, I would have broken your leg if I got the chance but it’s not worth it you know? Hurting you isn’t going to resolve anything. Speaking of problems, what ever happened to Scootaloo?”

Fluttershy raised an eyebrow as if questioning the mare’s misunderstanding. Remembering Rainbow’s predicament she shouted, “Oh that! Well, Scootaloo made it out safe and sound… she’s upstairs.”

Rainbow’s face flared bright red as her hoofs rounded into fist, “You didn’t hurt her… she isn’t going through what I went through is it? Listen Fluttershy, you might think the foalmula’s effects bring you rest, but it’s nothing a child should experience.”

Fluttershy frowned, “Umm… no. But Scootaloo and I are roleplaying right now. I-I’ve been taking care of her?”

Puckering her eyebrows Rainbow asked, “Have you know?”

A grin cast itself upon Fluttershy’s face, “Yes, her and I have been talking a lot and I well…” Fluttershy’s cheeks grew bright red, “I-I think I might adopt her…”

The room went an even deader amount of silence as Rainbow’s eyes shot wide open, “You what now?! How long have you been looking after her?”

The yellow mare’s confidence shot; she paced over to the changing table arranging a few diapers on top of the padded surface. With a small swallow the she spoke, “U-um… only a day now.”

“And you want to adopt her?” Rainbow asked doubting her friend’s rational thinking.

Trying to occupy her shaky hoofs Fluttershy grabbed a hold of one of the diapers soft padding. Gripping it in her hoofs she let go of it slowly. With a sigh she spoke, “Yes. I know it’s short notice, but Scootaloo wouldn’t be nearly as hard to take care of you as you are.”

“That’s why you saved me?” Rainbow asked.

Fluttershy nodded up and down slowly with a small shame on her voice, “Yes, that and I couldn’t keep up with you. You’re such a free spirit Rainbow, and Scootaloo… well Scootaloo’s just a little filly. I couldn’t possibley let her stay homeless when a daughter is all I’ve ever wanted.”

“And why’s that?” Rainbow asked carrying the same curious expression as earlier.

The yellow mare’s hoofs became shakey as she let her mane fall over one side of her face, “I-If you had the chance to change one ponies life wouldn’t you take it? It’s worth whatever risk it takes and it’s worth whatever cost to. No matter how many diaper changes, feedings, and other things I’m going to have to do” a small grin cast itself across Fluttershy’s face.

Unamused by her friend’s increasingly insane ideology of caretaking Rainbow spoke with an true undertone of atticus like sincerity in her voice, “You’re not thinking about her Fluttershy. She might not now about your obsession but I do. You desire to take care of others because you fear being cottled yourself. You told me about your parents and you all that time ago. You acted like you enjoyed their caretaking of you but you know you hated it.”

Tears swelled in the corners of Fluttershy’s eyes as she attempted to remedy the situation, “B-but I just- I-“

Cutting her off the Rainbow Maned mare smirked. Like a horror novel Rainbow layed every ligament of truth in front of her friend, “I known your secrets Fluttershy. I might have been half conscience all this time but I still recall more than you might think. I know what you did to me and I know there’s something sexual about your obsession with babying others.”

Fluttershy collapsed on the ground nestling her head in her hoofs. Defeated she opened her eyes and looked hopelessly up at her friend, “I-I’m so sorry Rainbow, I-I shouldn’t have experimented with you like that! S-Scootaloo is differn’t though! I swear! I wouldn’t ever violate a defenseless young filly like that!”

Rainbow walked over to her friend grabbing her shoulders, “I know you’re not a monster Fluttershy.” Rainbow using her weak muscles to pull her friend to her hoofs, “Come on Fluttershy, if it’ll make you happy I’ll be your baby. Just don’t you ever touch Scootaloo or I will hurt you!”

Fluttershy smiled wrapping her hoofs around her friend’s strong neck, “Thank you Rainbow! I promise I’ll never hurt her, I-I wanna show her the life she never had. I want her to feel safe in my arms, I-I care for her….”

The weakened mare smiled hugging Fluttershy close to her figure, “I know how you feel Fluttershy, can we talk about us before we go see Scootaloo? I got something I gotta talk about with you.”

> Chapter 4
> --------------------------------------------------------------------------

	The nursery fell silent as the Yellow coated Pegasus prepared herself for any question. In her best imitation of a solid brick wall, Fluttershy sat her rump directly on the ground and stiffened her back, “W-whadda you wanna ask me Rainbow?”

The cyan pegasus smiled unlatching arms from her now steady pegasus friend, “Alright, first of all. What’s with the change of mind here? Why did you save me?”

Fluttershy raised an eyebrow, “Well, I told you. Taking care of you was getting difficult and I have  a real filly to take care of…”

Unamused by her friend’s remark, Rainbow Dash laid back on the ground. With a small smirk she questioned, “So, if Scootaloo didn’t show up you’d still be having your way with me at night? Now that you had that little filly, you knew you couldn’t keep experimenting with my sexuality like you were?”

A blush grew across Fluttershy’s face as she begged a soliable answer. When none came to mind she just whimpered a nearly incomprehensible squeak.

Rainbow Dash inched her way towards her friend’s figure. A grin with fangs appeared on the athletic pegasus’s face as Fluttershy became her prey. Using her weakly strengthened hoof Rainbow Dash nudged Fluttershy to her back.

“So Fluttershy, you think you’re a big girl because you bully others? You make them feel weak so you can feel strong by compression.” Rainbow Dash mounted the mare pushing her friend’s stomach down with the weight of her own body. A mischievous grin appeared on Rainbow’s face as she spoke softly into her friend’s ear, “Well let me tell you something. Everyone will be surpassed by another at some point. Except me of course, I’m second to none.”

The veterinarian pegasus swallowed hard as she felt her friend’s teeth nibble on her ear, she wanted to yell, to get fight back, to escape, but sadly for her she was frozen; weak, defenseless… just a foal. Tears welled up in Fluttershy’s eyes as her best friend greedily seduced her.

“R-Rainbow Dash, W-why?!”

The cyan mare leaned in licking from the base of her friend’s neck to her chin. A devious smirk appeared on her face as she looked her sobbing friend dead in the eye, “Cause’ I told you Fluttershy you’re worthless!”

Hiking up her leg Rainbow Dash kneed Fluttershy in the stomach, hard. She watched as her friend cried in agony desperately trying to reclaim her breath.

“S… Stop… Please” Fluttershy pleaded moving her hoofs to protect her ribcage.

Rainbow spit on Fluttershy’s face. Wiping off whatever remained on her chin she smiled, “Pathetic little filly, even when I’m out of shape and I’m still stronger than you. I wanna see you in bed tonight…”

Fluttershy sighed in relief before shifting her eyebrow crooked, “Huh? B-But I umm…” The Yellow mare blushed a dark shade red.

Rainbow smiled walking away from her friend, “Hehe, I think you know that you need me Fluttershy. Just because I don’t remember the details of your secessions with me doesn’t mean I didn’t feel them.” 

The rainbow maned mare turned around, “You ate me out, I don’t know how you got me to stay still but you did.” Rainbow’s face got hot as she said those words outloud, “A-and I think I liked it.”

The winded mare rolled unto her hoofs slowly before standing up straight, “B-but why the assault back there?”

“Cause I wanted to show you that you can’t control me without your drugs and maybe just test run some stuff I’ve been thinking about doing.” Rainbow said as she shrugged her shoulders.

In her weakened state Fluttershy inched her way towards her friend, “You mean you’re willing to give us a chance?”

The Rainbow mare made her way to the crib gripping one of its bars in her hoof. The mare closed her eyes gripping the wood harder, “I know it sounds weird after all that happened but I feel a bit different about mares.”

“Wadda you mean Rainbow?”

The cyan pagasus face hoofed before letting out a slown drawn out moan, “Oooh, don’t make me explain why I wanna be your lover Fluttershy” Rainbow Dash opened her eyes and looked straight at her friend, “I just do alright? It’s no big deal.”

Fluttershy paced up slowly to her friend nuzzling her chest. A small smile on her face, Fluttershy spoke, “Well, I-I could be your baby this time. I-I mean if you want.”

Rainbow smiled hugging the mare in front of her. Stroking her friend’s hair Rainbow smiled, “Awh, Fluttershy. You can be my baby filly if you want; just as long as you know you’re always my baby filly.”

A blush overtook both ponies face as they subconsciously felt their faces drifting closing together. The Cyan mare wrapped both her hoofs around her friend’s neck drawing her lips closer to her friend’s.

Before Fluttershy had time to prepare her mouth was forced open; her tongue being shoved, pulled, and prodded to the reaches of her mouth. Funny, Rainbow’s mouth tasted of the foal formula that she’d so graciously missed. In the heat of her kiss Fluttershy’s mouth cracked into a smile as she melted into her friend’s advancements. She knew she didn’t have to worry about anything, Rainbow knew what she was doing; all she had to do was let Rainbow guide her.

All of a sudden Rainbow broke away from the kiss letting a small sting of saliva linger between her and her friend. A righteous smile appeared on Dash’s face as she hoof pumped into the air, “So awesome!”

Fluttershy’s hoofs got weak as she felt the urge to fall on the spot. A huge smile cast itself unto her face as she nodded, “Y-Yeah… I-I liked that, you’re tounge taste nice.”

Rainbow let go of her friend’s shoulders and steadied herself on her fours. A part of Rainbow Dash seemed confident and another didn’t. Strange, that kiss drained Rainbow of her charisma. She didn’t know what to do, so she just awkwardly grinned at her friend, “So… you wanna go meet up with Scoots?”

The caretaker pony sprang to her feet nodding even more frantically than before, “Oh yes! Scootaloo will be so thrilled! You want me to warn her or should it be a surprise?”

Rainbow smiled, “A surprise. I missed her…”

With a word more the cyan mare shook away her friend as she stepped slowly towards the doorway.

Fluttershy watched as her friend’s demeanor changed from joyful to remorseful, she guessed Rainbow knew Scootaloo made 	the decision in the first place. Strange that Rainbow hadn’t brought it up. Maybe she should say something.

“Wait Rainbow, what are you thinking about doing?” Fluttershy said catching up to her friend at the doorway.

Rainbow smirked gesturing for her friend to leave, “J-just give a me a minute. I promise I ain’t going to her, just give me a few minutes to talk.”

Fluttershy nodded backing away slowely, “Oh-alright. Just don’t be too long now.”

The cyan mare nodded, “I won’t.”

With that said Rainbow Dash sighed deeply before pacing out of the nursery. She made her way to the staircase before stopping. All of a sudden the stairway looked like it extended hundred feet diagonal, but she knew her mind was playing tricks on her.

The world seemed serial as she made her way up the staircase; everything just seemed to fit into place, nothing too peculiar despite the world being so desolate around her. She didn’t know or at least didn’t remember what the upper part of Fluttershy’s house looked like, but that all changed when she opened her friend’s bedroom door.

Cracking it open slightly Rainbow’s heart melted at the sight of her former protégés childish giggling. Scootaloo was patiently assembling a small castle like wall on the floor in front of her. Wanting to waste no time Rainbow smiled, “S-Scootaloo?”

The young filly turned her head. Scootaloo’s eyes immediately made contact with Rainbows as the child dashed to the arrival of her friend. Tears swelled into her eyes as she tackled the mare in a tight hug, “R-Rain-bow!”

Weakly smiling Rainbow wrapped a wing around the child stroking her back, “Hey kiddo, long time no see.”

Scootaloo looked up shocked at Rainbow’s cool glace, something was off. Cautiously the child backed away from the older mare, “R-rainbow, what’s wrong? I-I’m so sorry!”

Rainbow Dash smirked lifting the diapered filly into her arms. One hoof under each of the child’s arms, Rainbow looked the tearing child in the eye, “Why do you cry Scootaloo?”

Scootaloo frowned looking at her friend. She knew what was wrong, somehow Rainbow was still weak. Maybe not mentally but physically; she looked fatigued, even mentally exhausted. Still, the child failed to conjure any words, all she could do is utter barely audible sobs.

Rainbow hugged the child in a tight embrace kissing her on the forehead, “Oh Scootaloo, what happened to you. You’re so much stronger, yet so much weaker aren’t you?”

Scootaloo shook her head, “No, I-I just needed to know it’d be o.k… is everything o.k?”

Smiling, the old mare nodded, “Yeah everything is o.k. Come’on Scoots, let’s get comfortable and well catch up alright?”
A weak smile cast itself across the young filly’s face as she spoke, “Yeah, I-I’d that!”

Rainbow smiled walking slowly towards the bed. Accidently the mare kicked over the filly’s wall muttering a small, “oops” in condolence.

The older mare lay on her back setting her filly friend on her stomach. Smiling the Rainbow mare hugged the filly closer, “So what’s up Scoots?”

Scootaloo smiled gripping her mare friend’s shoulders with her tiny hoofs, “N-not much!”

A small smirk appeared on Rainbow’s face, “Awh Scoots, somethin’ must have happened. I’ve been knocked out for nearly a month now!”

The smile of the young filly faded as the thoughts of abuse and harsh truth rang in the back of her mind. It hurt to think about these things, the very thought of everything not going the way it did raised too many questions that were too hard to explain. So Scootaloo remained silent.

The older mare chuckled awkwardly for a moment before speaking coherently, she cleared her throat, “So Scoots, what’s with the diaper?”

Trying to find a more comfortable spot Scootaloo nestled her way out of Rainbow’s arms and unto the open spot next to her friend’s side. However it didn’t take long for Scootaloo to find herself wrapped in another hug. She snuggled in the warm embrace of her friend before wrapping her arms around Rainbow’s waist.

More confident in her position Scootaloo grinned ever so slightly, “I-I’ve been alright. To be honest I got kicked out of my house. That and I found out that I can’t fly, ever…” Tears welled up in the corners of the filly’s eyes as she her feelings behind a dim smile.

Concerned for her filly friend, Rainbow Dash hugged Scootaloo closer and rubbed small circles with her hoof around the child’s back.

All of a sudden a curtain big-sister mentality overtook Rainbow’s usually calm demeanor as she fully grasped what the child said, “Y-You can’t fly…”

The filly shook her head. By this point, it was obvious Scootaloo was resisting the urge to cry.

Rainbow Dash hugged the child close to her chest kissing her softly on the forehead. In a whisper quiet coo, Rainbow pet the young filly’s mane.

“It’s alright Scootaloo, you can cry if you want. I-I won’t judge, I promise!”

Scootaloo gripped her friend’s hip hard as she slammed her head into her friend’s chest. Her speech impaired by emotional guilt she yelled, “I went to the d-doctor! He said they wouldn’t ever grow! Please don’t hate me Rainbow! Please!”

Rainbow Dash pet Scootaloo’s mane again, “Why would I do that champ?”

“Cause I’ll never be as good as you Rainbow!” Scootaloo yelled shaking her head.

Guiding her hoof from the back of the child’s head down the base of her neck, “That’s not true Scootaloo, you’ll do so many greater things than I could ever dream of doing! You’re Scootaloo, we both know you’re strong. No amount of flightless wings or diapers can ever change that you know?”

Scootaloo’s tears stopped but she kept her grip tight around her mare friend. She couldn’t explain why but there was something rhythmically soothing about the way she heard every small ruffle of Rainbow’s coat. That and the way she perfectly around Rainbow’s figure felt calming, for once she felt comfortable just being.

A knock at the door alerted Rainbow as Fluttershy cracked it open peaking her head inside, “H-Hello…” Fluttershy meekly called.

Relived to see her friend Rainbow Dash signaled for her pegasus friend to enter the room.

Scampering lightly on her hoofs, the yellow coated mare made her way utop of her bed. Nustling herself behind the young filly, Fluttershy smiled being in the presence of her two favorite ponies, “H-hey, are you doing alright Scootaloo?”

The young filly broke her grip from around Rainbow and turned around to her mommy figure. A small grin made its way across the child’s face as she struggled to wake up from her trans.

In an act to keep Rainbow and Scootaloo close together, Fluttershy edged closer to her friends making sure not to disrupt either of their rest.

The cyan mare’s eyes opened wide as she realized Fluttershy was laying right next to her. Rainbow Dash handed Scootaloo off to her friend while simulatiously turning towards her. Rainbow watched as Fluttershy held the weary child close to her body; Scootaloo seemed a bit shaky but it was nothing the caretaker pony couldn’t handle.

Fluttershy embraced the child again resting one hoof under Scootaloo’s diapered bottom and another one around her waist. The pegasus leaned in kissing the little filly on the forehead, “Scootaloo, are you alright?”

The child nodded laying both her tiny hoofs around Fluttershy’s waist.  The child opened her mouth wide, never opening her eyes she let out a yawn before nuzzling her head closer to Fluttershy.

Rainbow smiled extending her hoof across the bed to brush her friend’s mane off to the side, “I think she’s good Flutters, probably just tired. I got to talk to her a little bit about her wings before she dozed off; or started crying I guess. Anyhow, did you know about it?”
Fluttershy patted the filly’s bottom with her hoof as she questioned her friend’s remark, “Oh my…” a frown appeared on her yellow pegasus’s face, “I heard crying which is why I came up here, what’d she tell you?”

Rainbow Dash looked down at the diapered filly, “Nothing she didn’t already tell you.”

A dead silence filled the air as the two pegasi frowned downward at the child in between them. Scootaloo kicked her legs in what appeared to be a nervous twitch; a frown and the sound of whimpers faded into a vague smile as she went silent again.

Fluttershy stared her friend in the eyes, “S-so Rainbow, has Scootaloo ever had a bed wetting problem?”

Rainbow blushed, “Yeah, how’d you know?”

Fluttershy tried hard to hold back a smile but a glimmer of one won out in the end. A blush of her own castrated itself across her own face, she patted the child’s diapered bottom again, “I-I think Scootaloo wet herself…”

Rainbow Dash frowned, “C-can you feel it?”

Fluttershy nodded, “Mmm-hmm, I don’t think we should wake her though. I have no problem staying with her until she does. S-she didn’t wet herself last night; I’m going to guess this is a regular occurance though. I’m surprised she didn’t tell me last night.”

The cyan mare nodded very slightly as she used a hoof to grace the child’s back, “You know Scootaloo has always had a bad bedwetting problem? I’m pretty sure her parents never did anything to help her either. When I took her to my home in cloudsdale she told me before, or should I say after she had an accident.” Rainbow Smiled, “Heh, I’d never seen her turn a brighter shade of red.”

A few more pats were given as Fluttershy leaned in to kiss the child on her forehead. A smirk appeared across the yellow mare’s face as she the situation became all the more real to her, “Y-You know she’s really too old to be in diapers right?”

“What?” Rainbow said questioning Fluttershy’s logic.

Fluttershy leaned in kissing the filly on the forehead again before delivering a few more pats to the child’s bottom, “She’s almost nine isn’t she?”

“She’s only seven actually.” Rainbow corrected.

The caretaker pony stared at the child’s serene expression, “I see, I’m just afraid of what the other fillies and colts were to think if they found out about this life style I’m letting Scootaloo live. I know it’s not right but I think she needs it.”

Rainbow smirked, “The both of you need it Fluttershy. You’re always taking about how great your parents were to you, well I think you know you’re being a great parent to Scootaloo. You just have to recognize that Scootaloo isn’t a big filly sometimes and she needs you not only to be her mom but also her mommy.”

Fluttershy smiled, “I know. I wanna be her mommy. I think I’ve been neglecting the mommy side too much. Maybe after Scootaloo’s nap I’ll do something special with her…” The pegasus blushed, “Oh I know what we should do Rainbow!”

Rainbow Dash raised an eyebrow, “Yeah Fluttershy?”

Fluttershy hugged the child closer to her body, “I want you to do something with us if you’d like. I was planning on taking Scootaloo out for a stroll if that’d be alright with you…”

The cyan mare nodded, “Yeah, that sounds cool.”

The caretaker pony’s heart jumped for joy as she heard her friend express those words. She planted a big smooth on top of the child’s head again, “Oh Rainbow, this will be fun!” The smile on Fluttershy’s face disapeered as she looked at Rainbow’s smile.

“R-Rainbow, how come you’re taking this all so well?” Fluttershy  heightened her shoulders losing the momentum of her excitement. 

Rainbow scooted closer to Fluttershy leaning over to kiss her, “Cause silly, I wanna be with you. I-I know you did all that stuff for me but I really didn’t feel anything bad. I-I know you love me and I wanna show you that I love you too.”

The yellow mare scrunched her eyebrows together, “I’m confused.”

The cyan mare moved her way out of the bed, “Hehe, don’t worry about it Fluttershy. Just know that I just want to try us out alright? I’mma be in the nursery if you need me, feel free to nap with the baby alright?”

“Alright” Fluttershy said weakly grinning.

The mare watched as Rainbow paced her way out of the room. Rainbow hit the lights dimming the room entirely except the bright light that edged it’s way through the rooms cloth curtains.

Reaching her hoof outward the mare pulled her light throw blanket over herself and her filly. Fluttershy looked down in admiration of the little filly; something about the way she smiled made her feel like everything was just right.

Still, the thought of Rainbow’s optimism still remained and as the minutes went on it got harder and harder to accept.

“M-Mommy!” The filly wined.

Fluttershy’s train of thought broke as she used her one hoof to pat the child’s diapered bottom again. Kissing the child, in between pecks she cooed comforting words, “It’s alright baby, Mommy is here to keep you safe and warm.”

Smiles appeared on both the mare and filly’s mouths as they enjoyed each other’s warmth.

Fluttershy closed her eyes, the room went dark and everything went quiet.
> Chapter 5
> --------------------------------------------------------------------------

	Fluttershy eyes opened. She let out a silent yawn before she leaned her head in kissing Scootaloo on the forehead. In a harmonic voice she cooed, “Goodmorning Sunshine, did some pony sleep well?”

The young filly stretched around her mother’s embrace letting out a faint yawn of her own. She regained her coherent thought and spoke, “Yeah I-I…” the filly’s leg twitched confirming her fear, a small whimper escaped her mouth.

Fluttershy patted her daughter’s bottom, “She don’t you cry…”

Scootaloo’s eye shut as she leaned her head against Fluttershy’s chest, “Ahhh!” she sobbed, “I didn’t mean to! Th-this is so dumb! I-I’m so dumb!”

An empathetic tide washed over Fluttershy mind as she hugged the filly close again, “No you’re not. You just have a bedwetting problem. Lots of fillies have bedwetting problems at your age, even I had one.”

Disheartened Scootaloo spoke, “Yeah? How old were you?”

The older mare swallowed, “Umm… four.”

Defeated Scootaloo yelled into Fluttershy’s chest again. Her face flustered, she spoke saddened, “See! I’m seven, I shouldn’t be having accidents!”

Fluttershy kissed her baby on the forehead, “You don’t say that Scootaloo. I’m sure you’ll outgrow it. Now how about we get you cleaned up alright?”

Scootaloo’s expression sank, “Y-you’re going to change me?”

The older mare smiled, “Hehe! Of course silly, you’re my baby! We outta give you a bath though, a filly like you should feel as pretty as a princess.”

Scootaloo blushed. A part of always fought her feminine side but something about this moment made her feel like being a princess wasn’t such a bad thing.

“A-alright. I-if you’re keeping me in diapers can I wear something to cover them?” Scootaloo asked shyly.

Fluttershy held the filly close as she stood up and made her way off the bed and out of the room.

The older mare stared at her daughter, “So, when was the last time you have a bubble bath baby?”

Scootaloo shrugged, “I dunno…”

The two made their way into a small dark room. Fluttershy hit the light switch, it was a bathroom. Smiling she set her filly by the tub.

Scootaloo looked up at her caretaker confused, “Umm… are you gonna change me or should I um…”

The older Pegasus occupied herself with the bathtub’s faucet. She giggled at the child’s remark, “Hehe, sure you can strip yourself. I’ll take care of you dirty diaper alright? Just let me run the bath before I get too alright?”

The two pegasi carried on with their activities; Fluttershy checked the water multiple times with her hoof to make sure it was just right while Scootaloo ripped the diaper from off her hips.

Before the child had time to react a set of hoofs lifted her into a luck warm bath. Her body tensed a moment before coming relaxing. Weeks’ worth of dirt and toil faded from her coat as the water coursed through every individual hair.

The water in the tub was iced with a thick layer of bubbles that, when the filly sat down, met with her neck. 

The caretaker pony intervened grabbing the shower head from the wall and let it shower gently over her daughter’s head. She poured shampoo on Scootaloo’s head and wipe it slowly back and forth making sure to cleanse the filly’s hair.

Scootaloo melted in the pool as she felt the gentle touch of her mother’s hoof caress her head. Against her better judgment, the filly let out a small whimper of comfort; that was her mistake.

Fluttershy grabbed a hoof full of bubbles and dabbed a bit of them on the filly’s nose, “Hehe, you’re too cute baby. Are you enjoying your bath?”

The younger filly blushed. Too calm to react she just smiled and nodded. She blew the bubbles off her nose and giggled a little bit, her mother did in kind.

In peace Scootaloo let her mother take over her body. She felt Fluttershy’s hoofs grace up and down her small figure; her body, her hoofs, nothing was in her own control. Lastly she felt her mother reached down.

Scootaloo jumped in alarment but Fluttershy calmed her with a kiss to the forehead. A wave of embracement splashed against the child as she felt her mother wash her most private area. She wanted to coward, but terror made it too hard to move out of place.

Fluttershy hummed softly as she continued washing every free space on Scootaloo’s body. Satisfied with her labor she pulled the tub’s drain which in time cleared all the water from around her child.

“Oh my!” Fluttershy said picking up the young filly from the tub, rapping her in a towel, “Scootaloo, you’re practically shaking. Is something the matter?”

Completely unbrazened by her caretaker’s words Scootaloo broke down in tears. She used her tiny hoofs to cover her face as she shook more uncontrollably, “W-why would y-ou do th-at?”

“Do what Sweetie?” Fluttershy said rubbing the towel around Scootaloo trying to absorb any and all water.

Scootaloo shook her head uncontrollably, “W-why did y-you t-touch me?!”

A blush came over Fluttershy’s face as she smirked, “Awh, cause you’re just a baby and you needed Mommy to clean you.”
“B-But I felt it a-and it felt f-un-ny!” the younger one yelled, nerves still frail.

Fluttershy made her way out of the bathroom being careful not mind her daughters comment. Stepping lightly on her hoofs, the older mare made it downstairs.

Scootaloo watched as her world melted around her. A flurry of shame and embracement flooded her thoughts and she didn’t know why. A part of wanted to leave but the infant inside of made her cling to her caretakers chest even tighter. Before she knew it she was being set on her back, underneath her lay a soft layer of foam padding.

Leaning over the child, the older mare grabbed into one of the table’s side compartments, “Awh baby! Aren’t you just the cutest filly?”

Scootaloo’s conscience caught up with her as she looked around the room, “W-we’re in the nursery? Huh?! W-where’s Rainbow? Did she leave? W-what are you doing with that…”

Fluttershy in her hoof held a filly’s diaper, “Why diapering you of course, you wouldn’t want you to have an accident now would we?”

“B-but I don’t wanna be treated like a baby anymore, I-I’m a big filly! Please don’t put that on me!”

Fluttershy smiled lifting up the child’s bottom, she slide the diaper underneath it before wrapping it around the child’s waist.  A mischievous grin appeared on her face, “Awh, but you’re not Mommy! Mommy gets to make all the decisions for her princess!”

The younger filly tried to open her mouth but couldn’t conjure up the words. There was no denying the fact that Fluttershy was in this moment completely in control.

“A-alright Mommy… I-I love you” the filly meekly spoke.

The mother figure brought the child into a cradle; “Awh, you’re the cutest little foal” said kissing the filly on the forehead.

The nursery went silent for a brief time before it filled with the light crinkling noises of Scootaloo’s diaper. The two pegasi sat down on padded play mat beside the nursery’s changing table.

Tension was blatant in the air as Scootaloo broke away from her cradle deciding to instead lay in a small ball away from her friend.

“Is there something wrong Scootaloo?” Fluttershy asked as if she didn’t already know the answer.

Unable to conjure up her feelings the younger filly shook her head. How could such an innocent scene become so blatantly naughty? Did Fluttershy know what she was doing, or was this really just her own mind making up something that just couldn’t be true? These questions tore the young Pegasus apart, so she just lay there curled up in a ball.

Still concerned by her daughter’s emotional state Fluttershy trotted next to her. Forming a small shell around the filly, she spoke, “Now Scootaloo, you’re probably feeling weird about being diapered which is normal. But know that you’re just going to have to get used to this new life style alright?”

In false confirmation the filly nodded, the diapering wasn’t at all what she was concerned about, if anything it was helping right now.

In desperation to relive the obvious tension in the child’s mind, Flutterhshy made her way away from Scootaloo and into the bins and shutters of the nursery. Poking her head into one of the lockers the mare pulled out a nice article of clothing she’d been thinking about for a while now.

It was a cyan onesie with white hoofie bottoms and Rainbow Dash’s cutie mark at the flank, it was one of the designs Rarity did as part of their agreement before Scootaloo’s game. In all honesty she expected Scootaloo would much rather live her life as a baby; it was awful nice of Rarity to not say a word about her opinion. Rarity probably thought nothing of it after that day.

Now a bit eager to dress her child, Fluttershy scampered her way back over to the play mat. A grin on her face she cooed, “Come on baby, let mommy dress you. We wouldn’t want those little hoofs of yours getting cold now do we?”

Reluctantly the filly accepted Fluttershy’s offer. She hated every minute of it, it filled with shame to have an older pony dress her. Most ponies don’t even wear clothes, they’re more attended for formal occasions; and yet here she is. 

Scootaloo kicked her hoofs a few times to get a feel for her new attire, it made her feel warm and numb all over. A part of her hated the way it felt and another one melt her melt on the spot.

Fluttershy looked in admiration of Scootaloo’s adorableness, the outfit fit perfect just like Rarity said it would!

“Why are you making me wear this Fluttershy? I-I don’t want to!” The filly yelled stomping her hoof indignantly on the ground below her. She repeated her action several times over reiterating the point that she didn’t want to do this anymore.

The older pegasus used her wings to flutter behind the young child, “Why is that?” The pegasus asked as she wrapped her hoofs around Scootaloo from behind.

The young filly blinked as if shocked by the very notion that anything that was going on should be going on, “Cause I’m a filly! I-I don’t wanna have accidents, and I don’t wanna be changed, and I don’t wanna be fed, a-and..” the filly broke into a flustered silence.

Soothingly as possible Fluttershy nuzzled the filly, “Awh baby! You’re rambling again, does somepony have a headache?”

“Ahh! You’re not listening!” Scootaloo yelled trying to break away from her hug. She looked down at the hoofs wrapped around her chest, “W-why won’t you listen?”

Fluttershy smiled kissing the base of Scootaloo’s neck, “Cause you’re a foal and foals can’t talk. Foals can however be embarrassed and some pony has the means to do that to you…”

Scootaloo frowned, “Y-You’re threatening me?”

A smirk appeared on Fluttershy’s lips as she picked up a pacifier from the ground and lounged in the filly’s mouth, “I’m not threating, but I will take needed action if need be. No foalmula though, I promise I won’t ever drug you that bad.”

The filly’s eyes bursted open, “drug you that bad… you’d drug me?”

The older mare shrugged, “Well, yeah. I won’t give you anything that will effect in the long term though, just ‘speed up the process’. Hopefully some little filly will comply now won’t she?”

Scootaloo cowared in place, Fluttershy had gone off the deep end – again. Although, maybe it was all a false threat? Maybe Fluttershy was just trying to make her feel smaller, or younger, or whatever.

Fluttershy inched around Scootaloo lying down in front of her. Smiling she looked her daughter in the face with a grin. She posed a question, “So my little filly, play with some stuffed animals while Mommy goes to look for Dashie?”

Being in no place to speak the Filly just nodded, “Mmmhmm…” she groaned trying hard not to blush anymore. So many feelings were coursing through the filly, a perfect mix between desperation for respect and desperation for comfort.

The older mare acted quickly gathering all sorts of stuffed animals from the nursery’s shelves and throwing them into the crib. Likewise she cradled her daughter in her arms over the railing of the foal’s bed, making sure to set her down gently. She made her way to the door before she heard the confused holler of her daughter.

Scootaloo sat up in the middle of the crib as she yelled, “W-wait, you’re just going to leave me here? In a crib all by myself? I-I can get out though you know?”

Fluttershy giggled yelling back, “Don’t worry Honey, I know you can’t fly.”

Those words hit Scootaloo low as she delved her head into the blankets and pillows of the crib. She didn’t know how to react to all of this, it was just too much, so she just sank herself further into the soft mattress and squeezed the nearest stuffed animal she could grab a hold of and cried.

Meanwhile the grown mare made her way up and down the stairs, though, and around the around the house. Rainbow Dash was nowhere to be seen, she must have left earlier or something.

The thought of being alone with her daughter passed through Fluttershy’s mind. Now that her daughter was alone in the nursery, she could spend some leisure time relaxing on the couch. But no, this was an opportune time to take a shower.

A grin appeared on the mare’s face before she dashed to the bathroom. The room went silent as the minutes turned near an hour.

A turn on the door knob opened Rainbow’s way into the house. She peeked her head in making sure the coast was clear, it most certainly was. She made her way to the nursery making sure not to make a sound, she closed the door behind herself.

“R-Rainbow?” Scootaloo sat up looking at her heroine with great amnesty, “Y-You’re here! P-please get me out of here!”

Concerned with everything that was going with the filly, the athletic pony asked, “Scoots, what happened here? Where’s your Mommy?”

Shyly the filly whimpered, “M-Mommy left me…” water formed in the corner of the filly’s eyes as she latched her arms tighter around her best friend.

Rainbow brought herself back to the surface of the nursery. Copying what she saw earlier, she wrapped one hoof around Scootaloo’s bottom and another on around her back. Slowly the pegasus bounced the filly in place a bit, “Awh Scoots, Well I’m here for you now and I promise I won’t leave you. Why are you acting so sad anyway, don’t you want to relax?”

Scootaloo blushed losing any confidence she had in her voice, “I-I… she made me… I don’t know…”

A thought rang through Rainbow’s mind as her tone of voice got more serious. She held the filly in front of her making their eye contact complete, “Scootaloo, did Fluttershy touch you?”

Scootaloo nodded, “Mmmhmm, she was cleaning me, and I felt her hoofs grace my flower, and I- I felt weird alright?”

Rainbow smirked, “Scootaloo, she has to wash you there. She doesn’t want you getting an infection or something…”

Scootaloo shook her head, “I-I dunno, it just felt funny and I’m afraid she’ll make me feel that way again…”

Rainbow hugged the child, “It’s alright Baby, I’ll make sure she doesn’t alright?”

Scootaloo cocked her head to the side, “H-how are you going to do that?”

Smiling Rainbow shook the saddle bag from off her back, “Just a hunch, I bought some such to teach Fluttershy some boundaries. Hehe, I think I need to show her how a mare should really take care of others.”

“Y-You’re going to tell Fluttershy how to babysit? Have you babysat before?” Scootaloo asked clearly still confused over her idol’s remarks.

The mare chuckled at the child’s remark,”Hehe, something like that Scootaloo, something tells me after tonight Fluttershy won’t be doing anything that’ll make you feel uncomfortable alright?”

Eagerly grinning, Scootaloo hugged unto her friend even tighter, “Oh Rainbow! Thank you, thank you, thank you!”

Rainbow kissed her friend’s ear, “Hehe, you’re a lovely little one recently. How bout’ I get you out of that diaper and w’ell go with Fluttershy to the park alright?”

Scootaloo smiled, “A-alright! J-just set me on the ground!”

Rainbow smiled extending her hoofs, setting the child on her little diapered rump. A small *squish* noise sounded which alarmed the older mare a bit. Still, she helped Scootaloo lay unto her back and get into a comfortable position.

Like before, Scootaloo had her friend help her out of the onesie. Rainbow unbutton the onesie’s crouch but lifted her hoofs as she found her friend was more than capable of undressing herself.

Once Scootaloo had fully undressed herself, Rainbow made quick work to toss the balled up onesie to the side.

Feeling safe in the hands of her friend, Scootaloo sprawled her limbs in all four directions fully exposing her diaper and chest. 
She blushed slightly as she felt the hoof’s of her friend gripping the tabs of her diaper. It didn’t matter though, she trusted Rainbow.

Rainbow looked away as she ripped the back tabs of the diaper away from the front. She grabbed her friend’s legs and pulled the diaper from underneath her. It was plain as day to see that her friend had wet herself.

Making sure not to dash Scootaloo’s confidence she smirked, “Hehe, somepony didn’t make it to the potty…”

A small bit of shame filled the child’s face as she tried to make an argument, “I-I just got really scared and I umm…”

“Woah, woah, woah! Scootaloo, it’s alright. I know you were in no circumstances to be using the bathroom. You just relax, it happens to the best of us.” The rainbow maned mare chuckled as she balled the diaper into a sanitary package. 

Scootaloo blushed, “Hehe, yeah…” a smile appeared on her face, “thanks Rainbow Dash...”

Rainbow helped the filly to her feet, “No problem, now I want you to go over to the changing table and get yourself cleaned up. You’re bottom is still all powdery where there isn’t pee.”

“Right!” Scootaloo said before dashing over to her destination.

Rainbow wanting to give her friend some privacy made her way through the nursery and eventually into the living room. There Fluttershy was waiting drying her mane by the couch…
	
	

> Chapter 6
> --------------------------------------------------------------------------

	Rainbow Dash made her way into the living room, and there she was; her best friend in the world. But no, this wasn’t just her best friend anymore; it was her best friend that was destroying her own relationships through lustful impulses. Yet still, Rainbow Dash approached her,

“Hey Fluttershy, what’s up?” the cyan pagasus said non chalantly pacing behind her friend.

Fluttershy remained motionless.

A mischievous grin met with Rainbow’s mind as she planned a wicked act. Crouching underneath her friend’s rump, she met her tongue with the base of Fluttershy’s most private parts. A quick lick made the mass infront her jump into the air.

“Rainbow Dash!” Fluttershy yelled looking downwards at her grounded friend, “W-what’s a matter with you? T-that’s very naughty!”

Rainbow Dash wanted to reply, but she was on the ground laughing her head off. Fluttershy’s reaction was gold. While trying to break from her laughter, Rainbow grinned, “Haha, Fluttershy! I see you’re a sensitive one aren’t you?”

The blond coated mare made it back to level surface with her friend. Blushing she answered, “Y-yes”. A part of Fluttershy wanted to deny her obvious lack of experience, but it was too apparent in that moment. Still, curiosity filled her mind. What was the point of that little act anyway?

“So Rainbow, what brings you out here anyway?” the pegasi asked tilting her head to the side.

The cyan mare sat down and yawned. A bit dazed from her chuckling she shook her head, “Awh, nothin’ much Flutters. I was going to ask if Scoots, You, and me could go to the park but it’s getting a tad bit late ain’t it?”

Fluttershy tilted her head back and forth biding her time, as if to balance the yes or no question. Looking outside it was obviously getting dark; Scootaloo and her must have slept in for a long time there. 

The caretaker pony looked Rainbow right in the eye and nodded, “Mmmhmm, I don’t want my baby being eaten by mosquitos!

Rainbow raised an eyebrow, there was something a bit off putting about that statement, “You do realize Scootaloo isn’t a real foal right? Aren’t you and her just pretending?”

A sour note hit Fluttershy’s heart as she tensed up. How dare Rainbow say that? Scootaloo was her little foal and she wouldn’t ever put her in harm’s way.

What seemed almost like perfect timing, the filly in question stepped on the scene before Fluttershy had a chance to respond. Acting quickly, Fluttershy flew in scooping her daughter into a cradle. A barrage of kisses was delivered to Scootaloo’s face as she cooed to her child, “Scootaloo, my baby! Where’d your diaper go? Where are your clothes? Oh I’ve gotta get you dressed before-“

“Fluttershy! What the hell has gotten into you? You can go around babying Scootaloo, especially against her own discretion! It’s not right and you now it!” Rainbow Dash finished her statement stomping her hoof loudly across the room.

Fluttershy’s face filled with anger as she pulled her daughter tighter for a hug, “You’re not taking her away from me! Look at her! She’ll get hurt without her mother’s protection! Now stay out here while I clothe my baby, give her a bottle, and tuck her in for a nap.

Rainbow stomped her hoof pissed off by her friend’s increasingly ‘mothering’ characteristics. If she’d learned anything from the past, there was a good chance Scootaloo was in danger.

In a pit of fury, Rainbow watched in aggrivation as her friend carried Scootaloo into the nursery. The anger brewing in her mind kept increasing until she couldn't contain it anymore. With all her meager might, she charged turning her body midflight, she kicked the nursery door leaving a small crack in the wood.

“Pathetic.” Rainbow Dash muttered under her breath.

Despite to find out what was happening in the room, Rainbow pressed her ear up against the door;

	“No- I don’t wanna!”

“But you have to Sweetie!”

“Please-I-I Please Mommy don’t!”

The sounds of light crinkling could be heard. It was Rainbow’s nightmare all over again. It was all over, Fluttershy had gone insane again…

*Inside the nursery*

“Please don’t Mommy! I don’t wanna wear it! The onesie is hot and I don’t wanna look like a foal!” Scootaloo yelled attempting desperately to get out of her attire that was being buttoned as she protested.

Why was Fluttershy treating her so bad, this was so much worse than anything her real parents did! What was the lesson to be learned here? There was none, this was Fluttershy being mental!

Scootaloo hissed at her caretaker as she yelled out in resistance, “Get off me you crazy bitch!”

Fluttershy covered her mouth with a hoof. Where had Scootaloo heard such naughty laungage? A forceful swat to her child’s brought Scootaloo to her belly as Fluttershy delivered several powerful blows to her daughter’s cushioned backside.

Scootaloo bit down on her sleeve as she felt several powerful smacks transfer though the soft cloud of padding on her backside and unto the fat of her hyde. She cried out in agony as she shouted, “I’m sorry! I’m sorry! I’m sorry!”

Fluttershy stopped what she was doing. What was she doing? Hurting a defenseless child for swearing? What had become of her? But no, this was all part of being a parent wasn’t it?”

Empathetically, Fluttershy reached her hoofs out gripping underneath her child’s arms. She brought Scootaloo into a cradle. As she rocked the child in her arms she cooed, “I’m sorry baby, Momma just doesn’t want you using bad language like that or you could end up turning into a bad pony?”

Still frustrated with her mother turned kidnapper’s actions she cried out, “Huh? Did your mother tell you that?”

Another sour note hit Fluttershy’s heart as she rationalized a response, “No sweetie, My Mommy never did anything to me that I didn’t deserve.”

Scootaloo lay defeated in the arms of Fluttershy. Everything turned to wrong so fast. All she wanted to do was check out who as screaming and then this happened…

“Can you just feed me now? I-I’m hungry…”

Fluttershy smiled setting the child down on the ground, “Alright baby, let me get you your pill first though. It’s an umm… supplement. It’ll help you digest food the way a foal your age should.”

Scootaloo as almost a hundred percent positive that wasn’t a good thing. She couldn’t argue though, the tears that dried on her eyes made her feel tired. She needed a break and cold milk sounded good to her.

The young filly watched as her mother flew over to a metal safe life device. From there Fluttershy delivered her a small pill; it was colored pink and smelled freshly formulated.

Questioning the very nature of the medicine, the filly raised an eyebrow, “What is this?”

Fluttershy smiled, it was one of her new concoctions she’d learn about. She knew the nature of the pill, the results exited; it’d make Scootaloo about as foalish as she could get. Keeping calm the mare smiled, “It’s supplement called, torpe”

“Will that hurt? That doesn’t seem like a thing.” Scootaloo said speaking in her most innocent of tones.

Without a doubt in her mind the caretaker mare lounged the pill into the filly’s mouth and waited in anticipation as she heard her daughter swallow.

Scootaloo stared upwards at her mother’s creepy optimistic stair, “What?” she called out concerned by the grin she was receiving. Fluttershy shouldn’t be doing these things, should she? What was that pill for?”

The care taker pony flew over to the padded play mat area of the nursery. Giddy with anticipation she called to her daughter, “Come on baby, come sit with Momma!”

Against her best judgment, the filly stood to her feet and traveled towards Fluttershy. Obediently the child sat in front of her mother trying to determine whatever was in store for her. Why was Fluttershy grinning so much? What was the point?

Fluttershy sat on her flank revealing her belly to the filly infront of her. She looked down at it, as if to give her daughter a hint. In her most cheeriy voice, the pagasus sang, “Alright baby, now Mommy knows this is a big step for you, but you need to be feed and I think you’re too young for bottles so…”

The filly’s body tensed up. Fluttershy wasn’t really going to breast feed her was she? Scootaloo try as she might, lost her high strung posture. Something relaxed her all of a sudden, “Y-you want me to breast feed?”

The much older pagasus nodded, happily at that.

A part of Scootaloo wanted to try and run away. But there was something so tantalizing about the site of her Mommy’s breast, and she was getting really hungy, and… and…

Scootaloo found herself crawling up towards her Mommy and sitting and on her own flank. Her eyes closed as she budged her head forward.

Wrapping her little tongue around Fluttershy’s nipples, she licked from the base of it upwards between suckles. She didn’t know what impulse her to do it, or why she kept doing it. She wanted to leave, she wanted to be in any situation but this but she just couldn’t move.

Fluttershy cooed praise as she felt her daughter move between each one of her mounds, “Good girl, some filly was really hungry wasn’t she?”

Tears fell from Scootaloo as she kept suckling away at Fluttershy’s exposed skin. Eventually Fluttershy ran out of milk and Scootaloo broke away from her mother’s breast. That was humiliating, why had she done it? Why?

Out of the corner of Fluttershy’s eye, the nursery door broke up in a flash of Rainbow colors. She felt something tackle her to her back, it as Rainbow Dash.

Fluttershy dazed from Rainbow’s act of aggression raised an eyebrow, “R-rainbow? Why’d you do that?”

Rainbow groaned. Why was Fluttershy being so blind? What caused her to do all this? What was wrong with her friend?! The cyan pagasus looked around the room, “Wha-why? I’ll tell you why! Scootaloo isn’t a baby! There’s no amount of diapers or clothing that can make her a baby! There’s no amount of diapers or clothing that can make any pony a foal!”

The caretaker stared almost confused by her friend’s words. No rational thoughts she could make off of the words.“I-I know I-I just- I wanted- I-I I’m sorry Rainbow!” Fluttershy said covering her face with her very own two hoofs.

Ignoring her heart broken friend the Rainbow attended to her filly friend, lifting her to her own two hoofs. She kissed her friend on the forehead, “Are you alright Scoots? She didn’t violate you anything did she?”

Scootaloo frowned looking over Rainbow’s shoulder and at her Mommy figure, “N-no, s-she gave me a pill though. I-is Fluttershy going to be alright? Please tell she will!” Why the filly said those words made no to herself. Everything she was speaking felt weird, almost like she was starting to see Fluttershy differently than what she was really seeing.

Rainbow smiled cradling the filly in her arms, “I promise Mommy will be all right. I won’t hurt her, I promise.” She said pecking the child on the forehead a few more times. 

The cyan pagasi closed her eyes before setting the child down. She knew what to do. Confident in her abilities to guide her friend Rainbow put her hoof gently on the child’s shoulder, “Listen Scoots. I’m going to need you to lock yourself in Mommy’s room alright? No matter how much hollering or crying, you stay in there! I also want to stay in the jammies your mommy left you in, I’m not sure what that pill she gave you will do to you, but it’d be best if you not have an accident. I’ll be up once I put Mommy to bed.”

Obedient to her idol, the filly scampered quickly away from the scene before her. She shut the door closed, locking the two mares with each other in the nursery.

Once Scootaloo was out of Rainbow’s site, she shifted focus at her mare friend. Obviously Fluttershy was devastated by her last remark, maybe it was a little too brutal. She stepped lightly infront of her friend, striking a look of sympathy in her eyes.

Fluttershy sat on her rump still cowering from her assault, “I-I’m sorry.” She muttered trying in a futile battle to dry the tears still running down her face.

It was clear to Rainbow that Fluttershy wasn’t doing these things with intention to harm, maybe something was provoking her to treat Scootaloo like this.

Rainbow sat infront of her friend, bringing her in tight for a hug, “I’m sorry too Fluttershy…”

“W-what?” Fluttershy asked, confused by the mix actions of her friend.

Rainbow pecked her friend on the neck before nuzzling her shoulder, “I’m sorry that I’ve been mistreating you, I’m sorry that I ever let you take advantage of Scootaloo, I’m sorry I didn’t help you deal with these feelings of yours…”

Fluttershy looked at her friend confused. She wasn’t fully sure she knew what Rainbow was talking about. “W-what do you mean ‘take advantage’ of Scootaloo?”

Rainbow frowned, “Fluttershy, she told me you rubbed her the wrong way when you were cleaning her…”

A look of sudden confusion washed against Fluttershy’s face as she came to realization of what might have been going on, “No, no no no. Rainbow, I thought she wouldn’t mind if I cleaned her. I mean she is a filly. I-I know I’ve been treating her like a foal, but I just got carried away in making her feel um… cozy.”

The cyan mare smiled as she understood Scootaloo was no longer in immediate harm, it was all a misunderstanding. Still, the matter of Fluttershy’s advancements still lingered in the air. Rainbow closed her eyes, “B-before I do what I’ve wanted to do for a long time, answer me this. Why have you been relentlessly trying to regress Scootaloo, especially if you know she’s not a foal?”

Fluttershy tensed up a bit as she relied more and more on Rainbow’s hug for leverage, “I-I just saw this poor little filly, all cold and alone in this world…” Fluttershy pushed herself away from Rainbow’s hug. She repositioned herself so that her hoofs rested on Rainbow’s shoulders, their eyes meeting eachother in a stair, “a-and I wanted to show her that just because the world is a cold place, i-it doesn’t mean her home is. I just wanted to show her that she has a warm and loving place to turn to and that she has a Mommy she can rely on. I-I understand know I was letting my pride get the better of me, that was my fault.”

The corner of Rainbow’s mouth turned up as she cracked a grin at her friend. That was much easier than anticipated; hopefully Fluttershy’s remarks were genuine. Regardless, it was time she did what she was planning on doing. Perhaps a bit earlier in the day than she anticipated, still if there was a time to do it, it was now.

A sigh escaped Rainbow’s mouth before she spoke, “Fluttershy, baby. I want you to lay on your back alright?”

Something inside Fluttershy made her fellow blindly as she hooked onto ever word of Rainbow’s.  Fluttershy lay on her back placing her fore hoofs on her chest, patiently awaiting her friend’s next request.

Rainbow Dash trailed to the changing, grabbing several of her supplies in her hoofs. Patiently she moved her hoofs in the process of unfolding a diaper. The power of humility that came with diapering another pony felt great, for her to be stronger one of the two again was nice.

“Lift your legs please Honey.” Rainbow said ready to start the diapering.

Fluttershy blushed as she raised her bottom, she blushed even harder when she lowered it and felt her bottom cushioned by the soft padding of her diaper. She felt her the powder splash against her bottom and crotch, and she felt the diaper tape shut snug around her waist.

It’d been almost a year since she had felt the cozy feeling of a diaper around her waist, it’d been even longer since another pony had done it for her. Naturally a smile came over her face knowing that Rainbow was doing this for her. Her heart melted at the thought, she had another pony to share this special feeling with whenever she wanted. It felt great, even if she was the baby. She had someone that understood and loved her!

Fluttershy kicked her hoofs playfully as she squeed in delight.

Rainbow smiled in admiration as she made her approach to the bag which she brought in earlier. She opened it, pulling out a light pink diaper cover. Fluttershy turned her head to the side; she lifted her legs as she felt the cover slip over her diaper.
“Aren’t you a cutie?” Rainbow said stepping over her friend.

In an act of little modesty, Fluttershy nodded in agreement with her friend. She let Rainbow pick her up high in the air and carry her into her crib. 

Acting as motherly as she knew how, Rainbow bit down on the cribs heavy blanket and pulled it over her friend.

Fluttershy watched as the pink and baby blue bear blanket she’d used for so many years covered her up to her chin. It felt so soft, and made her feel so warm. She grabbed the nearest stuffed animal from beside her pillow, it was Mr.Snuggles, the teddy bear which she cherished since she was a filly!

Rainbow couldn’t help as she saw her mare friend look so content. She looked to her side at the pacifer she’d used for several weeks. She handed to Fluttershy, and Fluttershy graciously accepted it.

The air was filled with tension as Rainbow ducked her head down kissing her filly friend gently on the forehead. In a bit of regret for her previous remarks she spoke, “I’m sorry I told you all those lies about babying other ponies. You make a lot of good memories, warm ones doing what you do. I-I got that diaper cover from rarity…”

Subconciencely Fluttershy reached a hoof under her rump as if verifying the diaper cover’s exsistance. This almost seemed like it couldn’t be happening, but it was, and she liked it a lot.

Rainbow used a hoof to brush Fluttershy’s mane to the side of her face, “I-I told her I wanted to pay you back the favor. I mean, I didn’t really like my experience cause’ living as a foal for so long really ruins your spirits. That diaper cover has your name and cutie mark on it by the way, I-I got one made for myself. You know? To wear some other time…”

A blush made its way across Rainbow’s face, “I-I know it’s dumb but I want you to baby me again one day. I wanna be your baby like I know you wanna be mine. As long as we leave Scoots out of our little taboo I’ll always help you out…”

Fluttershy’s eyes lit up as she smiled as genuinely as she could. There was nothing coming out of Rainbow’s mouth that she didn’t want to hear. Her ears perked as she listened to the last of her friend’s remarks.

The cyan mare coughed, “I-I got to talk to Twilight too. She wants to do something with you tomorrow. J-just know that I love you alright?” she leaned in kissing her friend softly on the forehead, “Goodnight Fluttershy.”

As Fluttershy watched her friend gently flutter her way out of the crib, she felt the urge to say something but remained quiet. Everything about what her friend said made her feel alright, even if only for a few minutes.

She cracked a grin. Everything about her felt so cozy and warm. Her fuzzy blanket, the poofy diaper hugging her waist and padding her bottom, it all felt so nice. She closed her eyes, and everything went dim…

Meanwhile Rainbow Dash had made her way into Fluttershy’s bedroom. She fluttered atop of the bed noticing the child was already half asleep beneath the covers.

“Hey Kiddo, feelin’ tired already?” Rainbow said crawling under the covers in front of her filly friend. Scootaloo might be a little bit harder to console.

Scootaloo had a frown on her face. So many worries filled her mind, not only of her own life but of her mother’s. That pill definitely did something to her, she was just worried but content all at the same time.

She hugged her tiny hoofs around Rainbow’s stomach as she laid her head on her idol’s chest.

“Y-yeah” she meekly answered, unable to display her true demons.

Rainbow hugged the child back like before. She wrapped one hoof around the child’s bottom and another around her back, “You sure had a rough day Scoots, I’m sorry things got so out of hand. I assure you Fluttershy was just having some mommy issues. She had an umm… ‘interesting’ past with her parents to say the least.

Scootaloo looked up, her eyes peeking from behind her friend’s coat. “W-were her parents neglectful like mine?” she asked, a hint of embracement in the tone of her question.

Rainbow shifted her eyes back and forth trying to come up with an explanation, “Nah, they were real protective. Overprotective at that. If Fluttershy ever does something ‘controlling’ you should know that she just know any better. But hey, don’t worry Scoots. Your big sis will be around her help you out, I think I’ll be living here from now on…”

Scootaloo smiled as she questioned her friend’s authenticity, “R-really?!”

The cyan pony nodded, “Yep Scoots, I think we’d make a pretty cool little family.”

The filly’s optimism faded as soon as it came. The reality that she’d taken a mysterious pill was still evident, “A-am I going to become a foal like you were Rainbow?”

The older pagasus smiled warmly as she kissed her little sister on the head, “Aye, don’t worry about it Scoots. Your mommy’s word is good, and I know she’d never hurt you…”

Scootaloo shifted a bit, trying to accommodate for the soft padded diaper that was separating her legs. 

Rainbow hugged her little sister tighter as she leaned in kissing the filly on the forehead as she closed her eyes, “Besides Scoots, a baby or not. I’ll always love you, just the way you are.”