The Last Memory

by Boxpony13

First published

When a mysterious being emerges from deep underground, he finds a whole new world on the surface. But his appearance is not only unusual, but his origins also hold a past world that has since been long forgotten.

The past has always been a mystery to the ponies of Equestria. Even to the Princesses who've lived for millenniums don't fully know what the world was like long ago.

However when a mysterious figure emerges from deep underground, its discovered that he originated from an ancient civilization that existed long before even magic came to be and that their ancient ancestors creations may have unintentionally played a key role in shaping the world that they now live in.

But the most shocking thing of all, the figure himself isn't like anything that anypony has seen in all of Equestria.

This is my first MLP Fanfiction so I'd like to hear some constructive criticism.

I hope you all enjoy this story!

Chapter 1 - Into the Light

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"Faith is the strength by which a shattered world shall emerge into the light."
~ Helen Keller


In a long desolate tunnel that stretched endlessly downwards, a lone figure stood breaking endless rocks and shuffling dirt. The tunnel was pitch black, barely large enough for the mysterious equine stallion to stand inside it. The only visible thing in the darkness was a pair of sky blue lights glowing from the stallion’s eyes that illuminated the area around him. The sounds of stones being broken and dirt shuffling about echoed down the tunnel. As the stallion continued to effortlessly dig upwards his mind kept asking himself the same questions over and over. How long had he been down in that cavern? How long did he spend most of his life wandering around in that small, rusted, metallic room that he called home keeping things together?

The funny thing was; he knew how long he’d been digging and he knew exactly how long he’d been trapped under the earth, but this did not matter to him. Time no longer mattered to him. The length that he had been deep underground often made days seem like seconds, years feel like weeks, centuries feel like months. The darkness would surely drive anypony else mad, but not him. He was capable of holding out. That was all he could do. That was all he seemed to be able to do was to simply hold out.

Isolation was the life he spent. Loneliness was the best and only company. Living under hundreds of kilometers of rock and dirt, his metallic home felt more like a desolate tomb than an actual place to live. He remembered that the ponies around him called the place that he lived in a “safe haven”. But it didn’t seem so safe seeing that nopony else survived. One could ask how anypony could handle being alone for that long. But he did. He endured and endured for such a long time. It was the only life he really knew. It wasn’t until he finally decided to dig upwards to see the surface once again that his isolation would soon end.

However, digging upwards was no easy task. Although he never considered himself a miner or even a construction worker, the archives that still existed in his old home, or whatever was left of them, helped gave him decent information on how to construct a sturdy tunnel without the need of buttresses or support beams, something that he severely lacked. However, this method of digging couldn’t prevent ruptures or earthquakes to break its hard structure, as cave-ins within the tunnel occurred more often than he liked. Each cave-in meant starting from the beginning. So many times had he had to re-dig a whole new tunnel again, and again, and again, most ponies would have given up from the tenth time, but not him. His ambition never wavered and he kept digging and digging, faster and faster.

On the two hundred and eighty seventh time a rupture finally caused the metallic home that he lived in to cave. Thankfully he was digging in the tunnel when it happened, however, the only home he knew, the place that he lived in for so long, gone. It may have been cripplingly desolate, but it was still his. Now the earth had claimed this too with its dirt and rocks. Although it was unfortunate, this only made him push harder. He kept digging upwards. There was no turning back. He kept digging for a long time hoping that the tunnel that he was now inhabiting didn’t lose its integrity. Sometimes he questioned if he was ever going to reach the surface. He’d never actually seen let alone been on the surface before, being born in the cavern. Whatever he knew of the surface he only knew through the archives and storybooks that he had read so many times. But he kept the hope that one day whether it’d be tomorrow, next week, next month, or even next year, that he’d break the surface.

Then the moment finally came.

When he pawed one last time at the dirt in front of him, a glimmer of light appeared out of the dirt. Finally, after so many years of digging, after so many years of trial and error, he was there, he made it to the surface; he had found the world that was once thought of being lost to oblivion. Desperately digging, he pushed itself out of the hole finally to breaking out of the prison he once called his home. The moment that his upper half was on top of the surface, he could instantly detect a different atmosphere that was completely different from the one far below. Although he couldn’t really “feel” anything, his body was capable of detecting different environmental occurrences such as when the temperature in the surrounding area increased or decreased. The one he was currently feeling was a new feeling, one both familiar and unfamiliar to him at the same time. The temperature seemed to be fairly low but not low enough to be at freezing point. The air that flew past the stallion’s body made the air seem colder than it probably was. He realized that this was what they called a “breeze”. But the biggest thing that he noticed was that unlike below, this air seemed, clean, obviously due to the lack of minerals that permeated the air within the tunnel. This air didn’t have any dirt or rocks surrounding it from all sides, it was just air that freely moved wherever it wanted, flowing all about. To him, it was beautiful.

The equine stallion stood up and began to observe his surroundings. The first thing he saw were the many green plants growing all around him. Looking at the ground, he observed what looked like small green needles dancing back and forth across a long field. He read about these needles and remembered that they were called “grass”. Next he looked around and saw an endless group of wooden pillars blooming with green petals on top of them. The petals also danced much like the green needles under his hooves. Scanning the pillars once more, he quickly identified them as “trees”. He remembered reading that trees were important to the planet because they provide oxygen produced from carbon dioxide to help support wildlife. They were certainly a beautiful sight.

But what he saw next amazed him. Gazing upwards he saw thousands upon thousands of lights of various sizes floating high above in the endless black sky. Many glittered and sparkled like they had a life of their own. Yet to him, the most beautiful sight to capture the equines eyes was the large and radiant orb floating right over him. It glowed even brighter than the smaller ones, the grand center to the stunning sky above.

It was a truly magnificent sight through the eyes of the stallion. Never before had he seen anything that was before him. Having lived around rock, dirt and metal it all seemed so unfamiliar to him. Sure he had read and heard about these things, but to see it in full almost felt like a fantasy. Was this what they called the “night”? From what he remembered, the night consisted of “stars” much like the small lights that glimmered all across the sky, which meant that the large bright orb up above had to be the “moon”. He knew that the night was supposed to be beautiful, but he never imagined that it would be this beautiful. It must've been his imagination. The figure stared majestically up towards the heavens.

The equine thought over all that he’d seen thus far, the dancing green grass, the trees whose green leaves also danced to the air, and finally the bright and beautiful lights that glowed all across the night sky. Truly he had found a whole new world that had formed on the surface. One very different than what he had been living in for most of his life. So many different things to explore and learn about, but where would be start? Where should he go? But the biggest question, which way should he begin walking? Looking around, he realized that the trees surrounded him making every direction exactly the same. With no definite way to go, he decided to take the first direction that came to mind, north. Taking in the scenery one last time, the equine began to head north towards the forest.

My journey through this new world is about to begin, the figure thought as he entered the forest of pillars before disappearing into darkness, not realizing what amazing things he would discover.


It had been nearly an hour since the equine started his trek into the forest. The trees seemed to become more and more distorted and sickly as he journeyed deeper and deeper through the endless rows of trees. A light mist seemed to appear out of nowhere, making the path ahead of him difficult to maneuver through. An environment that would definitely frighten anypony who walked through this seemingly haunting forest, but to the equine, this was a new and in many ways beautiful scenery. He discovered new and exotic plant life growing all around such as strange blue petals that sprouted out of the ground or mud that looked like it was molten. The more he saw, the more he grew excited of the world around him. Almost everything he saw was a brand new sight. He had only seen pictures of these kinds of things, but never thought he would finally be able to see them first hand. So much life grew all around him, feeding off the earth itself. He didn’t even know what any of them were specifically but he didn’t care, he was just basking in the beauty of what was surrounding him.

However, his greatest discovery would quickly come when he suddenly noticed a creature that popped out of a bush in front of him. The equine stared at the creature intensely as the creature stared back. The creature was small, barely reaching his knees. It had a light brown coat except under its belly, which sported a light tan coat underneath. The creature had an extremely long and fluffy tail that seemed to move on its own. It had small ears that perked up at the equines direction. Its eyes were pitch black and looked like they grew the moment it caught sight of him. The creature stood on all fours in a somewhat defensive stance, most likely alarmed at the presence of the equine. It seemed like an eternity that they both looked at each other. Finally, the equine slowly approached the little critter until it quickly scurried off up into a tree.

This was a great discovery for the lonely equine. Not only was there plant life, there were also life forms that seemed to exist. The more he ventured the more he saw new and interesting creatures. Nearly all of them were completely foreign. Most had scattered at the sight of the figure that trotted along an open path while the braver gave curious glances. Sounds of various life forms could be heard all around the forest. The equine couldn’t make out what produced what noise, but he hoped to one day learn all of them. While he wanted to greet each and every single creature it saw, he knew that he would have all the time to do that later. For now, he continued down the dark and dreary forest hoping that it would lead him to an even greater discovery.

Another seven hours had passed and for the most part the forest seemed to stay consistent. He found a dirt path and decided to walk down it. Along his trek he noticed that the trees bunched up together in such a way that their leaves literally covered the sky, blocking out its beauty. Still, he knew this time would be day, which meant that the large burning orb called the “sun” was already out.

As he traveled, he began to wonder if there was any kind of sapient life forms on the surface. If there were animals in the forest, then what’s to say that something out there was truly intelligent? From what he had read, he many of the sapient beings hid underground after a cataclysmic event. The figure wasn’t sure what the sapient species would look like if there were any. Hopefully his equine look wouldn’t cause panic or scare anypony he came across.

Howling from the west interrupted his thoughts. These howls weren’t anything new to him, he heard of them a few hours back. But the sound that followed up instantly caught his attention, the sound of screaming. From what he could make out, the screams were definitely screams of terror and the pitch in which it made was from a female in nature. He would’ve made it out to be just any other animal until the creature yelled something out that immediately caught his attention.

<“HELP!!!”>

Quickly, he leapt off the path and began to sprint towards the sounds of the howling and screaming. Whatever was happening he knew that the cry came from a sapient creature and was being attacked by a group of predators. He wasn’t going to sit around and lose this opportunity to finally discover an intelligent being. For all he knew this could be his only chance.

With newfound determination, he darted as fast as he could into the thicker parts of the forest.

Chapter 2 - The Lives We Encounter

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"It is the lives we encounter that make life worth living."
~ Guy de Maupassant


Thanks to his sprinting speed, it only took him a few minutes to reach the sounds of the screaming. He slowed down behind the bushes to get a view of the situation. Past the bushes was a rather large clearing where he could see a pack of around five, four-legged creatures. While he had seen various animals while on his walk through the forest, never had he seen creatures made of wood before. Was that even possible? How could a living thing function if it’s made entirely out of wood? Taking a good look of them, he determined that they were a type of canine species, possibly a wolf. He read about creatures such as wolves in one the storybooks he read long ago.

However, his eyes were soon drawn to what the wooden wolves were growling at. Just a mere ten feet away from them, laying front a large, entangled old oak tree, was another four-legged creature that was much smaller than the wooden predators. The creature had a buttery-yellow coat and a pink mane and tail that extended down to the ground. Its physical appearance confirmed his suspicions that the creature was female. She had some kind of marking on her flank that had three butterflies on it. The creature was curled up in front of one of the trees, her body rapidly rising up and down indicating that she was breathing heavily. After looking at her one last time, he knew that the she was equine or pony in nature, just like him. This made him glad, as she most likely wasn’t the only pony around. However, the feature that caught his attention were the wings that protruded from the side of her back. That was peculiar to him, he had never heard of an equine with wings. He thought that only creatures such as birds had feathered wings. He then noticed the creatures face, the pony’s eyes were filled with liquid that leaked down her cheeks while her mouth seemed to quiver as small squeals and whines could be heard from her. He wasn't sure why liquid was leaking from out of her two oculars. Perhaps it was this creatures way of defending itself from predators, he did not know. But observing the scenario in front of him made it all clear to him.

The pack of wooden wolves were obviously hunting the yellow equine and had finally cornered her into a dead end. Something inside the stallion began to burn. Normally he wouldn’t interfere, as it was natural for animals to eat other animals for survival. But something about this situation made him not like it. Not one bit. Maybe it was because if the yellow mare was indeed sentient, possibly even the only one, then he would forever lose this opportunity to interact with one, learn everything from it, possibly even have her lead him to more like her. Maybe it was the face and sounds that the pony was giving off, he wasn't sure. What he did know was that whatever the reason, he absolutely did NOT want to let these wooden creatures take the timid looking pony, no matter what.

Without a second thought, he flew out of the bushes.


This was it. This was how she was going die. Savagely eaten by a pack of vicious Timberwolves that had backed her into a large tree.

It was just this morning that Fluttershy was planning to have the most wonderful of days; picking flowers from the meadow, feeding all her animal friends, especially Angel bunny, and finally, spend the rest of the afternoon having tea with one of her best friends Rarity. At first, things went without a hitch, having gathered many different and beautiful flowers to put around her home. Then she went through the process of feeding all her animal friends while also greeting them like she always did. But then things started to go sour when her pet Angel bunny, after having a fit with not getting the breakfast that he wanted, ran off into the Everfree forest. Fluttershy panicked, what was going through Angel’s mind to run off into the Everfree forest like that? Didn’t he know how dangerous it was in there? She had to go and get him back no matter what, but the thought of going in that forest ALONE terrified her. Fortunately, Rarity had come by for their planned afternoon tea along with Rainbow Dash who was passing by. After telling them of her situation, Rarity and Rainbow Dash didn’t hesitate to help her find Angel. It was these times that she was truly fortunate to have friends like them.

When they entered the forest, for the most part nothing happened all that much, which was perfectly fine with Fluttershy although she was still spooked out by the dark and dimly lit forest. But as time went by, there still was no sign of Angel. Rainbow Dash eventually proposed to split up to make the search faster, something that Fluttershy did NOT want to do. However, she eventually relented and decided to agree to split up, knowing that they would be able to cover more ground quickly. Although she was absolutely terrified being alone in one of the most dangerous forest in all of Equestria, she tried to swallow her fears and concentrate on finding Angel.

After ten minutes of looking, she finally found Angel hiding under an abandoned burrow. She was glad that she finally found him, but that joy was quickly shattered when a pack of five Timberwolves appeared from behind the bushes. Without a second thought, Fluttershy and Angel bunny ran. The Timberwolves chased them deeper into the forest where Fluttershy once again lost Angel when he took a different turn than she did. She was glad, however, that none of the Timberwolves bothered chasing him, but that was simply because they were all concentrated on her, a much larger prey. They chased her until she eventually hit a large entanglement of sickly looking trees blocking her path and ending up where she was now, crying and trembling from the large, vicious and hungry Timberwolves moving closer to her curled up position. She just hoped that Angel found Rarity and Rainbow Dash and that they all got out of the forest okay. Her friends probably more than likely heard her screams and cry for help, but there was no guarantee that they would make it in time. Closing her eyes, she waited for her inevitable demise.

However, the attack never came.

The sound of hooves stomped right in front of her as she slowly opened her right eye to get a peek as to what that sound was. In front of her, facing the five Timberwolves was a tall earth pony stallion. His entire body was completely covered in a hardened layer of dirt, she couldn't even see the color of his coat. His disheveled mane and tail looked as if he had never taken care of them in years. She was surprised to say the least, an unknown and filthy Earth pony stallion appeared out of nowhere and stood in front of her, defending her from the large wooden monstrosities just a few feet away from them.

The Timerwolves were also surprised at the new creature standing before them in a defensive stance in front of the yellow one. The Timberwolves observed the creature and noticed that it was definitely a pony, like the yellow one, but it had a filthy dirt covered body. His mane and tail were also a titanium white color and like his body, was mostly covered in dirt. However, the strangest thing about the creature was that it didn’t seem to give off a scent of any kind. Most animals that they came across or stalked especially ponies gave off a scent, usually a very appetizing one. But this pony had no scent radiating off of him. Unsure of what to do, the wolves decided to ignore the new pony and continued to concentrate on the yellow one. Hopefully if the dirty one attempted to attack them that they could easily knock him away.

Quickly the Timberwolf on the right made its pounce towards the shivering yellow pony. Fluttershy closed her eyes ready for the attack. She didn't feel the pain of claws tearing her apart however, but instead a very loud bang could be heard. When she slowly opened her eyes, what she saw next nearly made her jaw drop. In front of her was the dirty pony with his rear legs pushed forward towards where the Timberwolf that attacked, which was now replaced with pieces of wood raining down all around.

The other Timberwolves looked at each other almost shocked to see somepony powerful enough to buck one of their own into pieces. Their time of shock passed as they all began to charge at once.

The equine scanned the four remaining wolves and quickly devised a new strategy. The Timberwolf on the far right took its chance and brought its left claw down in an attempt to rip open the pony’s chest. In an instant, he dodged the oncoming attack and charged headfirst into the beast’s chest. The amount of force that the pony applied made the Timberwolf explode sending pieces of wood flying towards the other wolves. Before the rest of the Timberwolves could process what just happened the stallion lunged at the one in the middle and attempted to buck the beast like he did with the first one. However, the Timberwolf was faster and jumped back before the pony could make contact. The one on the far left took this opportunity to make a move on the lone pony. Bringing its claw up, the Timberwolf brought it down on the pony’s barrel. Fluttershy gasped seeing the mysterious pony get clawed at from the side. Fearing that this was his end, she covered her face with her mane so that she couldn’t see the beasts tear the stallion apart.

However, no sound of tearing flesh could be heard as another exploding sound was heard instead from her ears. She slowly perked her head up as she gasped once again. What she saw were pieces of wood raining all around as the stallion that was just clawed at was already up and looked like he had just bucked the Timberwolf that had attacked him. The last two Timberwolves looked at the stallion, then towards each other and then retreated back into the woods realizing that this pony was not worth the yellow one.

Once the remaining Timberwolves disappeared into the forest, the stallion immediately turned his head towards Fluttershy, causing her to flinch from his gaze. Slowly he walked towards the still cowering mare that seemed to to tense up more when she saw him approach her. Upon seeing a single stallion take on five Timberwolves and win struck a new fear into Fluttershy, now unsure what the dirty pony was going to do to her. A lot of scenarios went through her mind. Was he going to kidnap her? Was he a monster in disguise and was now going to eat her? Or was he a henchman of some evildoer that was planning to take over Equestria?

Fluttershy whimpered a bit as the dirt covered stallion was a mere foot away from her, his tall form staring down at the shy pegasus. Fluttershy looked into the eyes of the stallion and noticed how strange they were. His eyes weren't round like normal eyes, but instead they were aperture shaped like something you'd find on the lens of the camera's that newsponies would use. But what made Fluttershy scared was the fact that they glowed a bright blue, like a flashlight, something that wasn't normal for any living creature. The stallion stared for a few seconds, his glowing eyes practically piercing right into her soul, unblinking. Slowly, the dirty equine lifted its right hoof as Fluttershy closed her eyes preparing for him to strike her.

...

...

Fluttershy waited, but nothing happened.

Five seconds passed but still nothing happened.

The frightened pony slowly opened her eyes and looked up to see that the dirty stallion didn't raise his hoof to strike, but rather held out his hoof towards her. Confused for a second, Fluttershy realized that he was extending a hoof to help her off the ground. Slowly and hesitantly, she grabbed his hoof as he helped lift her to her hooves. She looked at the dirty equines face, she noticed that his expression seemed to not change in the slightest, appearing to be very monotone.

"T-thank you for saving me," she finally spoke albeit practically a whisper.

The stallion continued to stare at her in silence still showing no emotion on his face. This started to make Fluttershy very uncomfortable as she slowly began to hide behind her mane. The dirty equine blinked at the yellow pony. After he helped her off the ground, she had said something to her that he couldn't understand. Not because she said it very quietly, as he could still hear her clearly, but the language she spoke was unfamiliar to him. This would cause problems for him to interact with other sentient life forms if he couldn't even speak their language. Fortunately, he had the ability to record and calculate the speech rhythm and dialect from somepony speaking and be able to learn the entire language that way. However, the only way to do that would be for them to continue talking and allow him to analyze their speech.

Something that she clearly wasn't doing.

In fact, her posture almost looked similar to how she looked when the wooden creatures surrounded her. Was she scared of him? Was he showing signs of hostility that he wasn't aware of? He needed to rectify this if he was ever going to be able to communicate with her and others like her properly.

He slowly started to back away from the scared pony, giving her some space as he moved his gaze downwards so as to not show hostility.

Fluttershy looked towards the dirty stallion and noticed him backing away looking down in the process.

Was he sad of making me feel uncomfortable? , she thought to herself.

This made the timid pegasus feel guilty. Maybe he didn't have any friends and her cowering made him feel as if she was scared of him (although she still kinda was). He did save her life after all, the least she could do was show some kindness to him.

Taking a deep breath, Fluttershy spoke, "M-my names F-f-fluttershy. W-what's your n-name?"

Begin recording and analyzing speech and language.

The stallion returned his gaze back towards her, tilting his head to the left much like a dog would, giving her no answer. This confused Fluttershy, did he not hear her? Or could he not understand what she was saying?

"My n-names Fluttershy, w-what's your name?" she asked again but a little louder in case he didn't hear her the first time.

Again the stallion tilted his head to the right staring at the timid pegasus, blinking a few times. This confirmed to Fluttershy that he could not understand what he was saying. But the question was what language DID he speak if he could even speak at all.

Fluttershy pointed at herself as she said slowly and clearly, "FLUTTERSHY."

The dirty equine continued to stare at the yellow pegasus realizing that she was telling him her name.

3% complete.

"F...l...uttEr...sh...Ai," the stallion repeated sounding exactly like an old record player that was contorted and broken as he pointed his muddy hoof directly at her.

Fluttershy at first gave a confusing look at the way his voice sounded, but she smiled lightly at this as she was now beginning to communicate with the dirty stallion even though his speech definitely needed some work. She then pointed towards him, "YOUR NAME?"

He stared back at her once again tilting his head not understanding her question.

"Your NAME," she repeated slowly as she pointed to herself, "NAME FLUTTERSHY."

She then pointed back towards him, "NAME?"

The dirty equine continued to stare as he pointed at his body, "N...ay...me?"

Fluttershy frowned. Perhaps he still didn't understand what she was asking. Maybe she could have Twilight help teach him their language. After all, Twilight was far better at teaching and more knowledgeable than she was.

She paused for a moment and gasped as she realized something. With all her efforts in trying to interact with this strange stallion she completely forgotten about Angel and her friends who were still wandering around in the Everfree forest.

“Oh no! How could I forget!” she exclaimed frantically. “I have to find my friends. They must be so worried about me!”

The dirty stallions head flinched back as he continued stared at her wide eyed, confused and surprised as to what her outburst about as she continued, "And Angel might have gotten lost again after we got separated. I need to find them!"

11% complete.

She turned to the stallion, she couldn't leave the poor pony here by himself. But she didn't know how to be able to communicate with him so as to have him follow her. Perhaps he would simply follow her if she began walking back into the forest. But what if he thought that she was abandoning him after saving her life? She didn't want to do that to him. But there was also the problem of communicating to him as he didn't know a word of her language. But she had to take a risk, a gamble per say. So with newfound determination, she walked closer to him and said, "I'm so sorry but I need to look for my friends. If you could possibly help me find them I'd be much appreciated, that is if that's okay with you."

Soon she walked past the stallion as she trekked into the dark forest, turning back and motioning for him to follow her. Fluttershy prayed that he would get the idea and follow her. Turning back she noticed that the dirty equine was simply staring back at her, not even moving his body as she continued to walk through the forest. She was worried that he didn't understand and started to slow down a bit. But eventually he began to follow making Fluttershy sigh in relief. Now all she had to do was search for Angel and her two friends. Hopefully they were all okay.

19% complete.


It had been a few minutes since they began their walk through the forest and although Fluttershy was still nervous about more monsters attacking them, she felt a bit more relaxed knowing that she wasn't by herself anymore. Throughout their walk, Fluttershy looked back to make sure that the mysterious stallion was still following her which he was, however, he seemed to continuously stare at her with his strange eyes. Although this made her extremely uncomfortable, she would have to bear with it until they found her friends. She thought about Rarity, Rainbow Dash and Angel bunny and prayed to Celestia that they were all okay.

They finally came to another clearing, this one much bigger than the last one. As Fluttershy began to exit the forest, she tripped on a rock and tumbled down on the ground ruining her mane with dust.

The stallion saw this and quickly rushed to her making sure that she was okay. Fluttershy looked up at him giving him an assuring smile.

"I'm okay," she responded as she continued, "I just tripped on a rock that's all."

Finding that she wasn't hurt, the stallion slowly brought his left hoof up to help lift her off the ground.

However, he and Fluttershy suddenly heard a booming voice from above shouting, “GET AWAY FROM FLUTTERSHY YOU CREEP!!!”

Suddenly, an immense amount of force made contact with the right side of the stallions face.

Chapter 3 - Misunderstanding

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"A mistake is to commit a misunderstanding."
~ Bob Dylan


To say Rainbow Dash was losing her patience was an understatement. It had been nearly an hour and a half since she and her friends entered into the Everfree Forest in search of Fluttershy's pet Angel bunny. After having no such luck from finding them together, they decided to split up and cover more ground faster. Rainbow Dash had searched all over the place but unfortunately she couldn't find the mischievous bunny. She eventually met up with Rarity who also had a similar outcome during her search.

Currently they were both walking through the north part of the forest looking for both Fluttershy and her pet.

"Ugh, where is that dang rabbit," Rainbow Dash asked in frustration, "He couldn't have gotten THAT far from us!"

"Now now Rainbow Dash, the Everfree Forest is quite large," Rarity stated, trying to calm down the restless Pegasus floating next to her, "and don't forget that Fluttershy is also looking for Angel as well. Who knows, maybe she has already found him as we speak."

"I hope so, cuz I haven't had lunch yet and I'm getting hungry," exclaimed Rainbow Dash, clenching her stomach as it growled in hunger.

"Quite, and I was so looking forward to having afternoon tea with dear Fluttershy," Rarity sighed.

Suddenly, there was rustling in the bushes in front of them as both Rarity and Rainbow Dash looked to find a small white bunny appear from out of it, hopping quickly towards the pair of ponies.

"Angel?" Rarity asked, surprised, looking at the rabbit who seemed worn out from hopping.

Angel took a few deep breaths wiping beads of sweat that formed on his brow as he began to frantically began to try to create hand motions to the girls to tell them what happened to him and Fluttershy.

"I think he's trying to tell us something," Rarity observed trying to figure out what the he was trying to tell them.

The white rabbit made a few motions of a shy and timid looking equine as both mares continued to observe his hand gestures. Rainbow Dash widened her eyes as she quickly figured out what he was trying to say.

"Did you see Fluttershy? Did something happen to her?" Rainbow Dash asked, a slight panic in her voice as she hovered closer towards Angel.

Angel nodded quickly, motioning something that had large claws and sharp teeth, imitating a howl as the two mares continued to observe his gestures. He then pointed back towards the direction that he came from, trying to show them where he last saw Fluttershy. Suddenly a faint howl could be heard in the distance the three of them turned towards the direction that Angel was pointing towards. They knew that howl from anywhere and with the body motions that Angel had shown them, it was quite clear what had happened.

"FLUTTERSHY!" Rarity and Rainbow Dash shouted in unison.

Without hesitation, the two equines and one rabbit sprinted towards the direction of the howl hoping that they weren't too late to save their best friend from danger.


It had been a few minutes since they began to head towards the direction of the howling as they two mares and one rabbit began to panic more and more. It seemed that the Timberwolves had chased Fluttershy even deeper into the forest than they thought, worrying that they may not reach her in time. As they continued to move deeper and deeper into the forest, the faint sounds of wood shattering could be heard as well as the whines of the Timbewolves. Then the sounds suddenly died down. While this simply confused Rarity, Rainbow Dash flew even faster to try and reach the scene as quick as she could. As she entered a large clearing in the forest she flew above the treeline to try and get a better view of the surrounding area. Her mind was racing, trying to frantically look for a pink and yellow pegasus, hoping that maybe, just maybe, Fluttershy was somewhere in the open.

As she looked downwards she instantly saw what looked like a pink maned and yellow coated mare entering the clearing. Squinting her eyes harder, she soon realized that it indeed was her childhood friend Fluttershy. Rainbow Dash smiled as relief flowed across her body now that she knew her friend was safe. Her timid friend however, did not noticed a sizable rock in front of her as she tripped and fell forwards, tumbling a bit. The cyan pegasus was about to fly down and help her when another pony had suddenly appeared from behind Fluttershy.

The new equine appeared to be an earth pony stallion, his whole body was covered with mud and dirt as well as his disheveled mane and tail. Many scenarios ran through her mind at what he was doing as he appeared in front of Fluttershy slowly raising his left hoof towards her. To Rainbow Dash, this unknown and dirty stallion looked as if he was about to hit her close friend. She wasn't gonna let that happen, not one bit and without hesitation she zoomed downwards with great speed towards the stallion, throwing her front hooves in front of her.

"GET AWAY FROM FLUTTERSHY YOU CREEP!!!" Rainbow Dash shouted as her front two hooves impacted with the right side of the dirty stallions face.


The stallion was thrown many yards away from Fluttershy, tumbling and crashing until finally grounding into the dirt.

Taking a moment to readjust himself, he looked back to see another winged pony, also female, hovering above Fluttershy. She had a cyan coat while her mane and tail was rainbow colored. On her flank was an image of a cloud with a red, yellow, and blue lightning bolt. Her face had a look of agony and pain as she held her front hooves like she had hurt them in some way.

"What the hay is his face made out of, steel?” She muttered, her raspy voice sounded pained from hitting his face.

"Rainbow Dash!?" Fluttershy asked surprised at her sudden appearance and shocked that she attacked the one who had saved her life.

The cyan pegasus ignored the throbbing pain that coursed through her front legs as she landed in front of Fluttershy.

"Fluttershy are you okay? Are you hurt? He didn't do anything to you did he?" Rainbow Dash asked looking over her buttery-yellow friend for any injuries.

"I'm fine Rainbow, but..."

Fluttershy couldn't finish her explanation as both mares heard the sound of somepony walking slowly towards them.

28% complete.

Rainbow Dash turned to look at the mysterious equine with anger in her magenta eyes, but then changed into shock, surprised that he not only recovered from her attack quickly, but didn't even receive even a scratch from it. Her shock didn't last long however, as she took a defensive stance in front of Fluttershy glaring at the dirty stallion as she shouted, "I don't know who you are or what you're up to, but there's no way that I'm going to let you hurt a hair on my best friend!"

Fluttershy looked at the cyan mare panicking as she pleaded, "Rainbow Dash, wait, you don't understand he..."

"FLUTTERSHY!"

A posh voice interrupted Fluttershy's explanation. The dirty stallion turned to see another pony appear near the east side of the clearing. The pony was a mare with an alabaster white coat. She had a violet mane and tail, which was curled near the ends. She also sported an image on her flank, which were three light blue diamonds. Unlike the other two mares, this one didn't have wings. Instead, a horn protruded from atop her forehead. A white creature with long ears also appeared from the bushes and hopped on Fluttershy’s back, hugging her neck as the alabaster mare walked up to the timid pegasus giving her a hug as well.

"Oh Fluttershy darling I'm so glad that you're alright!" the horned pony exclaimed as she squeezed the shy mare in her grasp.

"Angel, Rarity, you're all here," Fluttershy exclaimed, surprised that they were all here, but happy nonetheless that they found each other.

Rarity released Fluttershy from her hug as she turned her gaze to the direction of Rainbow Dash and the new earth pony stallion covered in dirt and mud.

"Rainbow Dash, what's going on? Who is that...FILTHY pony?" Rarity asked, nearly gagging in disgust at the last part of her question as she noticed his appearance.

From top to bottom his body was covered in a thick layer of dirt and mud, completely hiding his coat underneath. His mane and tail was all scuffed up also covered with dirt and grime. Rarity was shocked to say the least. How can he be so filthy? She thought to herself, Does he even care about his appearance? Better yet, how long has he been this filthy?

"I'll tell you what's going on," Rainbow Dash exclaimed, pointing her hoof right towards the dirty equine, "that stallion over there was trying to get his dirty hooves all over Fluttershy! He was about to hit her too if I didn't give him a good old rainbow punch to the face!"

"That's not what happened he...," Fluttershy started to say but was cut off when Rainbow Dash continued talking.

"But I'm not gonna let you take one more step towards my friends you hear?" the cyan pegasus threatened, lowering into a charging stance, daring the stallion to take that step.

Rarity's eyes widen at hearing this, then formed into a glare towards the filthy earth pony.

“You're right,” the alabaster unicorn agreed, “we won’t let you get near Fluttershy you brute!”

While this was happening, the mysterious earth pony observed the now unfavorable situation that he was put in. It was clear that these two new sentient equines knew who the yellow mare named Fluttershy. But he was rather confused as to why they had taken an aggressive stance against him. Did he do something that was offensive to their culture? Was his appearance threatening to them? Or was their entire race all female due to some kind of war that killed off all the males? More and more questions seemed to develop in his head the more he interacted with the new world around him.

45% complete.

He noticed that they seemed to have said some things to Fluttershy as well as towards him, but due to the language barrier, he just didn't know what they were saying. His voice analyzer was almost halfway completed but it would take just a little more time until the process was complete and decrypted so he could begin speaking their language.

However, his first priority at this very moment was to get in their good graces so as to not be considered a threat. Perhaps if he moved slowly towards them, it could show that he meant no harm and that he simply wished peace. Slowly he began to move forward just a little bit.

Bad idea.

But the second he did that, the rainbow pony charged at him at incredible speeds. Now to the eyes of a normal being, she would've looked like a blur with a rainbow streak following close behind coming right at them. But to the stallion, he could clearly see the mare and predict her course of direction as he simply side stepped to the left making the Pegasus zip right past him, a rainbow colored streak following close behind. Rainbow Dash was surprised by this, nopony could or even should be able to react to that kind of speed at that short amount of time let alone even dodge it. However, she never broke her momentum as Rainbow Dash quickly zoomed upwards and turned back down towards the earth ponies direction. Immediately, the stallion hopped towards the right allowing her to once again zip right past him.

The cyan colored mare changed her course and made an U-shaped turn back towards the dirty stallion. Once again the male equine attempted to sidestep away from her path. However when he tried to move, a strange light of blue aura surrounded his body making him unable to move. He turned to see that the alabaster mares horn glowed the same color as the aura around him. He could see an invisible connection linked between the mares horn and the energy enclosing him. The earth pony realized that whatever she did, she had somehow done something to make him immobilized. Quickly trying to break free from the aura, the dirty equine strained against the light blue energy noticing that the unicorn was also straining in keeping him in. Noticing that the cyan Pegasus was getting much closer towards him, he made one more push against the light blue aura. With all his strength he finally broke free of the aura as the alabaster unicorn nearly fainted from the sudden energy that broke off from her horn. Quickly, he jumped to the left just in time to just barely dodge the rainbow mane pony's attack.

The dirty stallion swiftly regained his balance as he looked to see the rainbow maned pony land next to the horned mare. Both sides stared down at one another, the two mares giving him the death glare while the stallion gave them his emotionless face. The cyan one pawed at the ground, ready to attack once again while the alabaster one re-lit her horn.

Then, they charged.

The male earth pony was in a dilemma. He knew that fighting back was not a good idea, as he didn’t want to harm or possibly kill the sentient lifeforms that he could learn from. But he also knew that if he didn't do anything, then he would be destroyed when his journey had barely started. That thought unfortunately made him choose to defend himself. Perhaps he could incapacitate them so that they were unable to fight. Digging his hooves into the dirt, he charged up his weapons, targeting the cyan mares wings and the alabaster mares horn. He really didn't want to have to use them on the two equines, but he also didn't want to drag this out anymore than it had to.

Suddenly a pink mane Pegasus zipped right in front of the stallion.

“STOOOOOP!!!”

The yellow pegasus' shout caused both mares to immediately halted in their tracks, skidding right in front of Fluttershy.

“Girls please!” Fluttershy pleaded with a worried face. “He wasn’t going to hurt me. In fact, he was the one who saved me from a pack of Timberwolves back in the woods. Please understand this is just a misunderstanding.”

Her friends looked at each other, then back at Fluttershy. They then took another glance at the dirty stallion. The rainbow maned pony narrowed her eyes, not convinced in the slightest.

"Well if that's true then why did it look like he was about to hit you?" Rainbow Dash asked still glaring at the filthy equine behind her timid friend.

"He was simply trying to help me up after I tripped on a rock," Fluttershy explained, looking at her long time friend, "again, this is all just a simple misunderstanding."

While the cyan pegasus continued to glare at the motionless stallion, the alabaster unicorn slowly walked towards her yellow friend, her eyes filled with guilt, “We’re terribly sorry darling. But when Rainbow Dash and I went to go search for you, we just so happened to find Angel who told us that you were in trouble. When we heard the howls of Timberwolves, we feared for the worst. Please understand Fluttershy dear that we were extremely worried about you. But I guess it's no excuse for attacking somepony based off an assumption.”

Rarity lowered her head down as her ears also did the same. She then turned to the silent stallion, walking up to him but not too close as she didn't want to touch the dirt that was smothered all over his body.

Sighing, Rarity said, “I’m terribly sorry for attacking you, I didn’t know that you saved Fluttershy from a pack of Timberwolves and was only trying to help. Could you ever find it in yourself to forgive me?”

66% complete.

The dirty equine simply stared at her, tilting his head once again as his eyes blinked a few times.

"He doesn't know our language," Fluttershy explained, trying not to cause another misunderstanding for his lack of response.

"Oh my, I didn't know," Rarity gasped in realization, Rainbow Dash raised her eyebrow with curiosity, "Goodness I do hope he doesn't think badly of us for what we tried to do."

"It's hard to tell since he doesn't show a lot of emotion," Fluttershy stated, noting that throughout her time with him his face was always the same neutral look even during his scuffle with her friends, "but I assume that he has forgiven you since he hasn't shown any hostility towards us. At least, that's what I think."

And hope, Fluttershy added in her mind.

“Nonetheless, we must make up for attacking him somehow,” She pondered, thinking of someway to show that they were sorry.

"What do you think Rainbow darling?" Rarity asked, turning towards the silent cyan mare who was hovering right behind her.

"I don't trust him," Rainbow Dash stated, folding her forehooves into a pout while narrowing her eyes at the lonely stallion.

"Rainbow Dash!" Rarity scolded, shocked that pegasus friend was behaving in such a way, "Why would you say such a thing?"

"There's just something not normal about him," the cyan mare answered.

Her front legs were still sore when she punched the stallion in the face, it felt like she punched a super thick iron wall. Not to mention how he seemed to be perfectly fine immediately afterwards when most would have been bruised and knocked out from that kind of attack. Then there was the fact that he dodged all of her attacks in such a short amount of time. Nopony could've reacted THAT quickly, not even the Wonderbolts were capable of those kind of reflexes. And finally, there was the fact that he somehow broke Rarity's telepathic hold on him. An earth pony would've had to have some serious strength in order to overpower unicorn magic. Yep, there was definitely something not right with this stallion and she was gonna find out the truth.

Rolling her eyes at Rainbow Dash's accusation, she turned her gaze back to the filthy stallion, scanning his body as an idea popped in her mind.

"That's it! I know what we can do to apologize!" She exclaimed, "A trip to the spa to clean all that filthy dirt and grime off of him. I think the Super-extra-strength-deep-tissue-wash should do the trick."

"How is that an apology Rarity?" Fluttershy asked with a deadpanned expression.

"But Fluttershy dear, just look at him," Rarity explained, pointing her hoof towards the stallion dramatically, "He looks as if he's never taken a bath in years, YEARS darling, can you imagine being dirty for that long!? It's simply awful, just awful! Why we'd be doing him a favor by making him look clean and refined. Besides, with everything that's happened today I do believe that we all deserve a nice trip to the spa as well. My treat of course."

Fluttershy for her part sweat dropped at this, it sorta seemed like an excuse for them to just go to the spa. Then again, Rarity did have a point in that the stallion looked like he hadn't bathed in quite a long time. Just what exactly was he doing to cover himself in dirt from head to hoof?

The dirty stallion was slightly confused, when the alabaster mare began yell with a wide range of different emotions, he wondered if he should label her as a potential threat to his safety or not. But when she pointed a hoof towards him, he looked down, analyzing his body and realized that he had accumulated quite a lot of dirt all over his body. When you've spent a long time digging, that will happen to you. Looking back he assumed that she was referring to his dirty appearance and that he had to get cleaned. It was probably best if he cleaned himself, otherwise something might malfunction in the future. Perhaps they would lead him to a water source to wash the dirt and mud.

Giving a deep sigh, Fluttershy answered, "Okay Rarity, we'll go to the spa."

“Excellent!” Rarity exclaimed smiling but then realized something, “Goodness me where are my manners? I don't believe I've properly introduced myself."

"My name is Rarity," she said, pointing to herself.

She then pointed to the cyan mare still hovering behind her pouting while looking the other way, "and that one over there is Rainbow Dash.”

89% complete.

Rainbow Dash took a quick glance at the earth pony and snorted turning her attention back the other way.

The stallion stood there for a moment processing what he had just heard before pointing at the alabaster mare replying in his distorted voice, "R...AIR...etee."

He then pointed towards the cyan pegasus, "RaYn...bOW...D...Aashhh."

Both Rarity and Rainbow Dash stared at the strange earth pony with confused looks to the way his voice sounded. Rarity shook her head and asked, "Might we inquire your name?"

At this, the stallion pointed to himself and replied, "NA..yme?"

Again, the two mares looked at him quizzically.

"We're still working on that one," Fluttershy explained.

Rarity slightly frowned, "I guess we'll skip formalities for now until we can teach him Equestrian better."

Her smile returned as she began to walk towards the other end of the clearing, "Well come along then, we should get moving if we are to check into the spa before they close."

Fluttershy turned towards their mysterious companion and gestured for him to follow as she began to walk towards the direction Rarity went as Angel rode on her back. The earthy pony stallion soon began to follow as Rainbow Dash trailed at the end giving him a suspicious glare as they entered the dark woods once again.

Analyzing complete. Beginning language decryption.