“Alright, y’all!” Applejack said to the group she and her friend were in charge of. The School of Friendship was out on a ‘friendship field trip’ as Twilight, the school’s Headmare, called it. That way it didn’t sound like the students were wasting any time when the students would talk to their parents about what they were doing in school. But in reality, the teachers banded together and talked their friend into taking the kids to a carnival that was going on in a neighboring town. After everything, the school had been through since its opening, from being shut down by a stubborn unicorn who didn’t like Twilight’s rules, and a student using the caverns below the school as a base to absorb all the magic from the world and attempting to send it and the school counselor into the ether, destroying both. The teachers also agreed that with how much progress the students made in their friendship lessons they deserved a break.

Considering a small group of the students weren’t ponies, friendship didn’t come easy to them. Some of them didn’t struggle with it in their own species, like their changeling student Ocellus and their Yak student Yona, but showing it to other species was hard. But then other species like Smolder, their Dragon Student, and their Griffin Student Gallus, friendship was basically a foreign concept as they were mean and hostel to their own kinds. But all the students had shown significant progress and were friends with many other students, and doing super well in their classes.

Also, the teachers figured they deserved a bit of a break. Teaching wasn’t as easy as some ponies would think. It wasn’t just accepting the apples from the students, talking for an hour, and dismissing them. It took a lot of hard work to make sure each of the students was really understanding what was going on and what friendship was truly about. They had already failed on that front with a student who tried to destroy all the magic in the world. But past that incident, the teachers figured they deserved a little break.

“Now I know ya’ll are plum excited to be here, but we need to make sure we stick together, ya here?” Applejack said to the three kids in front of her. She and Pinkie Pie watched over Yun and Sandbar, and then Applejack's little sister Apple Bloom. “And remember wants you to do something as a team. So maybe figure out a game to play together and win?” She suggested.

“Oh! Yeah, there's lots and lots of cool games here!” Pinky cheered, bouncing beside her fellow teacher, “There's one where you can toss balls at milk bottles or a dunk tank! Oh oh oh oh! There's basketball to that one could be lots of fun!” The pink pony suggested, speaking so fast it was like she had just eaten a stand of taffy that stretched out almost a mile long. And since it was Pinky Pie the possibility couldn’t be ruled out.

“Do not fear, Sandbar!” Yona assured the green pony, putting her hoof on the pony's back, “Yona is your teammate, and yaks are the best at winning.” She assured her friend with a smile.

“Thanks, Yona,” Sandbar said, his voice as calm and relaxed as ever, nodding his head at his friend, “But I think it’s more important that we just try to have a good time here.” The boy said to the girl, not wanting their day off to turn into a giant competition with the other students. He knew that Smolder and Gallus would run with the idea to make today a competition and Sandbar didn’t want that. He just wanted to chill with his friends, play some games, ride some of the rides, and eat some unhealthy fried fair food. He was really curious how his friends would react to the last one. At school, they definitely ate their fair share of sweets, but it was nothing compared to the grease-filled food that waited for them to eat.

“Yes, fun!” Pinkie agreed bouncing in place, her curly pink hair floating in the air for a second as she landed on the ground.

“Yeah, I agree with Sandbar on this one,” Applejack said with a sigh, “With this rare moment of peace I suggest that we all enjoy it while we can.” She said, lifting her hoof and ruffling her little sister's head, making the little pony's red head stick up, and her bow going crooked.

“I think this is the first break me and the other crusaders have had off since we got our Cutie Marks!” Applebloom sighed, fixing her hair, lifting her flank up, and showing off her cutie mark. A triple-colored shield with an apple in the middle of it, and even gave her flank a playful shake with a giggle before jumping up. “I’m gonna get a funnel cake and then I’m gonna see if I can win one of the big prizes!” The filly cheered, standing on her two back hooves and shaking her two front hooves in the air.

“Well, we gotta stick together, sugar cube,” Applejack said, calling her little sister by the nickname she gives everyone. “I can’t have you getting lost and eating so many sweets you pass out in the apple cart again.” She said with a chuckle, thinking of the time she lost track of her sister at a festival. The filly had eaten enough sugar to make Pinky jealous and ended up finding the stand that the Apple Family had set up to sell their treats. Their big brother had no idea that their little sister had hitched a ride home, which left Applejack searching for Apple Bloom for a few hours. And ending with the girl feeling terrible as she walked home all alone feeling like the worst sister for not keeping track of her baby sister.

“Aw, come one, sis!” The filly huffed, stomping her hoof. Her yellow face was tinted red as she looked up at her sister. “That was once, years ago! I’m all grown up now, I’m not gonna eat so much that I crash!” She huffed. Apple Blossom knew that her sister meant well but it got so tiring being treated like she was still a youngin who couldn’t look out for herself.

“Yes yes yes,” Applejack said, “I know Applebloom, but you need to stick with us anyways. As a potential substitute teacher, you need to be with the students and show how responsible you can be.”

“Well, when you put it like that.” Apple Bloom sighed, kicking the ground a bit before turning to Yona and Sandbar with a beaming smile.

“Why little pony smiling like that?” Yuna asked, tilting her head and raising an eyebrow seeing the girl suddenly switch to super excited.

“Cuz we’re going to have a great day!” She cheered in response to the question, “Let's start by getting… A funnel cake!” She said and rushed into the stands.

“Yeah, I’m down!” Sandbar cheered quickly following her.

“Hey wait you guys, you still have to…!” Applejack tried to stop everyone, even the other teacher in the group who bounced to the funnel cake stand with her students. Making the orange pony sigh and roll her eyes.

“Oh no, did your friends leave you?” A soft high pitched voice said, making Applejack freeze. The soft almost baby-talking voice could only belong to one filly, and she was supposed to be in some sort of trial for trying to banish all magic into the ether. “That's not very nice of them.” The voice said, and Applejack tried to move but she found that she couldn’t move, and when she tried to talk all that came out was a muffled mmmmphmph. “Shows how well you can lead, and Professor Pinkie Pie just ran off with them like she was one of them.” The voice said letting a giggle. And suddenly against her will Applejack started walking to where the voice was coming from, a thick clump of green pushes. “Don’t worry let me take care of everything.” The voice said as Applejack went into the bush and instantly a flash of red exploded from the bush.

“Ok now that we ate some sweets, who's ready for some games?” Pinkie asked, tossing the last bit of her funnel cake in the air and catching it in her mouth. “Oh oh oh, I’m an ace at this one!” Pinkie said rushing over to one of the stands and grabbing a baseball with her tail. Closing one eye she aimed with the other before tossing the ball, sending it flying through the air and hitting the middle of the tower of eight glass milk bottles that were stacked up. Instantly making the tower crash down to the ground. “Yehehehehe!” Pinkie cheered, bouncing up and down clapping her hooves before darting off to the next game and throwing some darts at some balloons, and then the next game.

“Uh… should we stop her?” Sandbar asked, pointing a green hoof at their teacher darting away from them. Quickly getting further and further from them as she won one game after another. It seemed like a good idea to stick together on a friendship field trip. But as he looked back and saw Yona attempting to grab a ball he knew his words were falling on deaf ears.

“Yona show ponies how yak is best at knocking down bottles with the ball.” She said, cheering and she managed to get a ball to roll up and down her horns. “Yak best… at… balance!” She cheered before whipping her head and tossing the ball, making it go at blinding speed. But totally missing all the bottles, hitting the back of the stand. Making the ball bounce all around the stand in a white blur. The stand keeper dropped down with his hooves over his eyes. But as the ball started to slow down it suddenly crashed into the remaining two towers of stacked milk bottles, knocking them down. And the ball landed on the ground. “Haha, see Yak the best!” Yuna cheered, jumping in the air.

“Uh yeah, good job Yona,” Sandbar praised his friend as he looked around, “But maybe we should find Professor Pinkie Pie… and Professor Applejack. It's weird she hasn’t caught up yet.” He mused looking around.

“Yeah, it’s not like her to get lost,” Applebloom said frowning as she looked around, “Maybe we should split up.” She suggested, “You guys go look for Pinkie and I’ll find Applejack, and we’ll be up here afterward.” She said.

“I don’t think Headmare Twilight would agree with that plan.” The green pony said when suddenly a loud explosion was heard, stealing everyone's attention. And off in the distance, a puff of smoke mixed with streamers and confetti could be seen. “Maybe it's the best plan though…” He sighed, looking at the yellow filly and nodding his head before they split off in two separate directions.

“Applejack!” Applebloom called out, dodging around ponies as she looked for her sister. She went to all the places she thought her sister would be. The strength competition, their family's apple stand, bobbing for apples, their family’s apple stand for a second time, and then a third time just to be sure. But her big sister wasn’t anywhere to be found. Now the filly was just running around calling out for her sister, and she was where the group first lost track of Applejack. “Come on Applejack this isn’t funny!” Apple Bloom huffed, stomping her hoof.

“Appa-boom.” A high-pitched voice called from the bushes beside the young filly, making her head snap to the side. “Appa-boom Appa-boom!” The voice cheered as a tiny foal toddled out of the bushes, walking up to Applebloom. The foal was light orange in color, with blonde hair going down her back, and a cowgirl hat that was way too big for the tiny thing to be hearing. If it wasn’t for the fact the hat was balanced on the fowl's back and her head it would almost engulf her.

“A-Applejack?!” Applebloom asked, gasping with her eyes going wide. Even though it didn’t exactly look like how her sister looked the last time saw the older pony, it was hard arguing with the pony’s color and her hat.
“Appa-jack!Appa-jack!Appa-jack!” The foal cheered, bouncing up and down excitedly hearing her name.

“What happened to you, sis?” The now older pony said, looking around for some sort of explanation, “We need to find Twilight and figure out what's going on here!” She said, grabbing Applejack and putting her sister on her back, and starting to walk forward to find Twilight. But when Applejack let out a giggle and pointed at a stand it made the filly pause.

“Funna-cwake!” Applejack demanded as she pointed at a stand that had the little sugar-coated deep-fried disk.

“Or…” Applebloom said smirking, “We could enjoy our time, now that you won't be trying to tell me what to do, I can show how grown up I am now!” She cheered, carefully dropping Applejack back to the ground, “We’ll see Twilight at the end of the day and if whatever this is hasn’t fixed itself then we’ll have her fix it! But for now, let big sis Apple Bloom get you a funnel cake!” She said, making the little Applejack coo happily and clap her hooves together.

“See, winning these games are easy peasy!” Pinkie cheered, having knocked a pony into a pool of water below him after winning the dunk tank. Her confetti canon appeared in her hooves, if by magic, and she shot a load of confetti and streamers into the air. “Oh wait… they’re not here,” Pinkie said to herself sheepishly, looking around and seeing her students weren’t anywhere in sight. “Better go find them!” She said, lifting a hoof to walk forward when suddenly she couldn’t move. “Mmmmmphmm!” She mumbled trying to say Ooooh weird, but she couldn’t move her mouth when suddenly she started marching away from the dunk tank, making her way in between two empty stands, the only thing visible was a little red glowing light. “MMMMM MMMPH!” She mumbled trying to say OOOH SHINY.

“Professor Pinkie!” Sandbar called out as they walked around the game stands looking for their professor.

“Honary Pink Yak Pony!” Yune called out as well, physically moving ponies to make sure Pinkie wasn’t hiding behind any of them.

“How does a pony that loud gets lost in a crowd?!” Sandbar asked as they continued to walk.

“Oh oh oh Yona has the best idea!” The yak cheered, “PARTY! YAK THROW THE BEST PARTY!” Yona yelled over everyone talking, making the green pony roll his eyes.

“Come on Yona, that’s not gonna-.” He started to say but was cut off as a new high-pitched voice joined in.

“Party?!” Someone in front of them said, making them pause and look down. A pink filly stared up at them with large blue eyes practically glowing with excitement.

“Uh… No there's not really a party, little filly,” Sandbar said to the little girl, “But hey this festival is like the next best thing, right?” He asked with a smirk and ruffled the girl's head. “Now why don’t you go ahead and get some cotton candy.”

“Oooooh Cotton Candy…” The filly chirped and started to bounce away, her pink hair floating in the air for a second as she landed on the ground, “Thanks, Sandbar!”

“Uh… no problem.” He said frowning. How did the girl know his name? He was fairly certain that he never met a filly like that before. “Let's get to finding Professor Pinkie.” He said, getting ready to walk forward when he and Yona gasped. As they watched a little bright pink pegasus fly out from in between a couple of stands, her light blue curly hair flying back as she moved. But before she could jump too far a red beam of light flew past Sandbar, making the pony shoot his eyes open, and hitting the filly. Making her shrink down to half her size leaving her as a foal!

“You thought you could get away from me, ha!” A shrill voice said, pulling the attention of the two students, making them gasp.

“Cozy Glow?!” They asked at the same time, both shocked seeing the pink filly there. Last they had heard she was supposed to be standing trail.

“Oh hi, there friends!” Cozy said, smiling at them, almost spitting the word friends out, rubbing her front hooves together, “I hope you enjoy babysitting.” She said with a giggle as she dropped her hooves revealing a black amulet that was glowing with red energy. And Sandbar couldn’t exactly put his hoove on what the amulet was but he was like 95% sure it wasn’t a good thing. And he was 100% sure it wasn’t good that Cozy Glow had the amulet. “Anyways, better go catch up and find your precious professor before she gets too carried away with the sugar.” She said as her body started to glow red and she suddenly vanished.

“Yona no like that.” The Yak said to Sandbar.

“Yeah… wait a second,” Sandbar said, his eyes snapping wide open as he realized what was going on. “Then this is Profesor Pinkie!” He said, grabbing Yona’s face and looking her right in the eyes, dropping a hoof and pointing at the toddler, who was currently waddling away.

“This isn’t good!” Sandbar sighed as he and Yona sat at the place where Apple Bloom was supposed to meet up.

“Hopefully Apple Bloom was able to find Professor Applejack. We have to tell her that we saw Cozy Glow, and try to find a way to fix Professor Pinkie Pie. He sighed.

Sitting in between the pony and Yak a pint-sized Pinkie Pie sat with an ice cream come with five scoops of ice cream on it in her hooves. They managed to track her down and bribe her with the cone to make her sit down. But it was taking their friend forever to find her sister.

“Hey, guys!” Apple Bloom said, running up to her friends. Her face was painted black and white like a zebra, “You’ll never guess what happened! I found Applejack and she's just a little filly now! She is so much more fun now!” The girl cheered jumping in circles and a little pony walked beside her.

“Appa-jack appa!” The tiny fowl said, her face colored red like an apple.

“That’s not a good thing, Apple Bloom!” Sandbar sighed, pointing to Pinkie, “It was Cozy Glow, she's back. And I’m guessing she’s the one turning out teachers in foals. We gotta find Headmare Twilight, warn her, and see if she can fix this!”

“Uh… yeah we totally need to warn her about this… but just maaaaaybe we hold off on her fixing my sister. Just for a bit.” Applebloom said with a sheepish smirk.

“Do you really want to be changing her diaper if she uses it?” Sandbar asked, pointing at the foal's backside, the tiny girl wearing an orange cloth diaper that was slightly darker than her flank, with three little red apples on it. Which hearing this Appleblooms eyes grew wide.

"You know what, you may be onto something!” She said, “We gotta find Twilight!”

“Ok, you two, you ready to have some fun?!” Rainbow asked, her wings flapping as she stayed hovering in the air as she looked down at her two students with her that day. Though the rest of the people in her group had wings and could fly, they were all sticking to the ground and not joining the rainbow-haired pegasus in the air. Well all of them could fly except the orange-colored pegasus who couldn’t fly.

“What are we doing here exactly?” A little orange dragon asked, her arms crossed as boredom practically poured out of her light blue eyes. The pony culture was still a mystery to the teeny dragon girl who, up to a few months ago, lived in a rough and rocky land. The only source of color that she ever saw was the dark brown from the rocks or the orangish-red glow from the lava that flowed from the volcanos. So the soft and cushy life and things of ponies still didn’t make sense to the tiny dragon. And this festival was just another thing to add to the list. Her teacher said the word ‘fun’ but the girl saw zero fun going on. Where were the wrestling matching, lava surfing, or the King of the Hoard battles? This just looked like another excuse for the ponies to get together to sing and eat more sickening sweets.

“Yeah… I’m with Smolder,” The griffin beside her said, holding up his hand and waving it to all the stands. “What's there to do here, eat cupcakes? We did that in Professor Pie’s class yesterday.”

“Ptth, yeah I didn’t know there was a proper way to eat a tiny ball of sugar.” Smolder scoffed at the lessons she and her friends had sat through the previous day.

“Well…” Their other professor, Fluttershy, said as she brought her hoof to her mouth. “There isn’t a right way to eat it. But I definitely wouldn’t tear it in half and make a sandwich out of it if you want to pass her class.” She said in her soft-spoken tone. “But we’re here to have fun! You guys all deserve it after all the hard work you’ve done this semester.”
“But what is there to do, this all looks pretty lame.” He said to his professors as he watched an Earth pony toss a ball at a tower of bottles, sending them all crashing to the ground. Which seeing the bottles crash to the ground with loud BANGs did make Gauis smirk, if the entire day was going to be cracking and breaking things then the boy might be able to get into this trip. But knowing the ponies the bottle game was going to be the exception to the rule and not the standard.

“To have fun of course,” Fluttershy said, smiling down softly at the boy as she waved her hoof at the stands, “There is a lot to try out here, and I know neither of you has experienced any of it before.” She said and started to list off every game and food stand that she pointed at, giving a quick example of each of them. Making the light blue pony scoff and roll her eyes, having figured the two students could figure out what the stands had to offer. But she did notice something, well more like somepony, that probably wasn’t supposed to be there. An orange pegasus in gold armor walked down the dirt path, his head shooting back and forth as if he were searching for something.

“Uh… I’ll be right back!” Rainbow said, dashing off with a rainbow behind her, not waiting for an answer from the little group, and flew in front of the night. “Uh… Flash, right?” She asked, landing on the ground.

“Ah!” He squeaked as Rainbow's sudden appearance startled him, “I mean yes mam!” Flash said, standing up straight, his wing folding so the longest feather was touching his forehead, saluting the girl.

“Mam?” The girl scoffed and laughed. “At ease big guy, you don’t need to be so formal with me.”

“Sorry mam, you are friends with the Princess of Friendship and a member of the Wonderbolts,” He explained, though he did lower his wings, “Duty is duty. But I’m glad to see you here.” He said to her, looking around some more. “We may have an issue.” The orange pony sighed.

“Problem? What kind of problem?” She asked him, raising an eyebrow, also darting her head from side to side. “It can’t be that bad. Me and my friends just saved magic from being tossed into a void of nothingness. What can top that.”

“Well…” The male pegasus said, kicking the ground with his front hoof, “The little filly who did that may have kind of gotten away.” He muttered, “And I have been tasked with finding her. I went to the school to tell Princess Twilight about it. But your guidance counselor told me she was here on a field trip.”

“Yeah, it was supposed to be a treat for everyone to celebrate.” Rainbow groaned, rolling her eyes at the news the small pink pony managed to escape.

“So I was told,” He said sheepishly, “I was flying around looking for the princess until I saw the suspect. But then I lost track of her as soon as I landed on the ground.” He groaned.

“Hey, don’t beat yourself up.” Rainbow said, suddenly appearing beside the guy and elbowing him with a smirk, “She a small sneaky pegasus, heck she managed to escape an entire group of you guys. But what is she going to do, fly away? We’ll nab her up as soon as she takes off.” She assured the guy.

“Us?” He asked her, “Oh no no no, you enjoy your day off. I’ll find her and get her taken care of.”

“Nah,” Rainbow said with a mischievous smile as she started to fly, “I’ll keep an eye for her while taking my class around. With the two of us searching for her we’ll get her.” She said before zooming back off to her group.

“Just don’t tell anyone about it!” He called out, “It’s kind of a secret!”

"And the pie stand is where you can get pie,” Fluttershy said, pointing at the closest stand.

“Ok, I think they got it Fluttershy,” Rainbow said, “Let this show on the road!” She ordered, waving her front hooves forward.

“Yeah that was like Professor Pie’s lessons but way worse,” Smolder whispered with an eye roll, getting a scoff from her griffin friend.

“Come on guys, this is going to be fun!” Scootaloo said, jumping over to Rainbow Dash, “Dibs on being with Rainbow!” She said with a wide smile on her face, getting a smile from the older pegasus.

“Kay kid, I guess you can team up with me.” She said ruffling the girl's dark pink hair.

“I’m going with Professor Dash too,” Smolder volunteered as she walked over beside Scootaloo. “You guys have fun… doing whatever it is you guys find to do.”

“Thanks,” Gallus muttered as he stayed beside Fluttershy.

“Oh don’t worry Gallus,” The yellow pony said as she put a hoof on the girl’s shoulder, “We’ll have lots and lots of fun.” She assured the boy as the other group started to leave.

“Rainbow Dash, look at me!” Scootaloo said, almost begging, as she got to a that had a bunch of different pieces of exercise equipment and grabbed a dumbbell. The little pegasus let out a chorus of squeaks and grunts as she tried to lift it up.

“Yeah, yeah, good job kid,” Rainbow said, not looking at the girl as she darted her head from side to side, looking for Cozy. If she captured the girl who escaped Princess Celestia’s royal guard then she would be seen in a 20% more awesome spotlight. “Keep it up.” She said.

“What's got her on edge?” Smolder asked, walking over and grabbing the weight Scootaloo was trying to pick up, lifting it was ease and curling it a few times as she watched her teacher float around.

“Think she saw Tank?” Scootaloo suggested, getting a shrug from the dragon. The tortoise was usually the only thing that stole the adult’s attention this bad. If they wanted to get out of a lecture or homework the class would ask about her tortoise. They had dodged several lessons on loyalty and being awesome because of the tortoise.

“What would Tank be doing all the way out here? Does he like pony bake goods?” She asked the other girl.
“I don’t know. I’ve never seen him eat,” Scootaloo admitted, “Maybe he was taking a walk and they just set up the fair around him.”

“Ha!” Smolder laughed, clapping Scootaloo on the back, “Good one!”

“Ah, er thanks…” She said, trying to ignore the loud pop sound that came from her shoulders when Smolder smacked her.

“AH HA!” Rainbow Dash cheered, gaining both of their attention and making them snap their heads to her, just in time for the pegasus to fly into a crown of ponies.

“Rainbow Dash, wait!” Scootaloo said, “We’re supposed to stick together!” She said following the Wonder Bolt into the crowd of people. Dodging around the grown pony's legs she tried to find Rainbow Dash. Not stopping even as she heard Smolder yell ‘Watch it! Dragon walking here!’.

“There you are!” She heard a nasally and cocky voice say, making the girl stop and head in the direction of the voice. Finally, she popped out of the crowd at an empty tent, peeked around the corner, and sighed in relief seeing the blue pegasus and getting ready to jump out and see what she was doing. But then her eyes went wide as she caught a glimpse of a tiny pink pegasus with curly pink hair, making her gasp. What was the worst part was an obsidian black necklace shaped like an alicorn that hung from around her neck.

Scootaloo would remember that magical relic from anywhere. It was the fittingly named ‘Alicorn Amulet’. It was a necklace that gave the wearer untold powers but corrupted whoever wore it. A traveling performing pony named Trixie had used it to enslave her home until Twilight managed to trick the girl into taking it off. But Scootaloo was sure that the little filly wearing the amulet wasn’t interested in taking it off in general, and a serious villain having the amulet couldn’t have meant anything good for her and Rainbow Dash.

“Listen, kid, you have no idea what that thing can do to you.” Rainbow Dash said, cautiously reaching her hoof out to take it.

“Oh, I know what it’s going to do to you though.” The girl said with a giggle, her ruby-red eyes dilated and glowing red with energy. “Make you and much smaller problem!” She laughed as a beam of red light shot out of the amulet and hit Rainbow Dash.

“AH!” Both Rainbow Dash and Scootaloo yelped, making Cozy growl and shoot her head towards Scootaloo. Making the pegasus’ eyes go wide before ducking around the corner, planting herself against the wall as she started to pant.

“Hey, Scoot,” Smolder said, walking up with a red and white container filled with a caramel-covered piece of popcorn, “Have you tried this caramel corn stuff, it's not half bad. Sweet and crunch, kind of like a ruby, just not as tasty.” She said.

“SSSSSSH!” Scootaloo demanded, getting on her back hooves and covering the dragon's mouth. “SSSSSSSSSH!”

“Gah, hey!” Smolder spat turning away, “I get it, you ponies don’t eat gemstones, but you don’t have to be so rude about it. But… I respect a pony finally telling me to shut up.”

“N-n-n-no… n-n-not t-t-t-t-t-t-that!” She said stuttering as she heard Cozy speak up.

"I’ll let Scoot go, not like she can do much. Well nobody can do anything to me while I have this!” She laughed before suddenly going quiet and after a few seconds, the girl peeked her head around the corner.

“What's going on here?” Smolder asked as she walked around the corner and froze at what she saw. A little filly pegasus was fluttering in the air, her flank a light blue color, and her hair doing an imitation of a rainbow. The little filly’s hair was swept back but puffed up like it had been through a windstorm. “Professor Dash?!” She asked, her popcorn slipping out of her hands and crashing to the ground.

“She's so cute!” Scootaloo cheered, dashing by the dragon and immediately wrapping the pegasus in a hug.

"Y-yeah sure she is,” Smolder said, watching the toddler pony giggle and zoom around Scootaloo. “But how did this happen?” She asked, making the orange pegasus come back to her senses.

“Oh, well…” She said sheepishly. “Cozy Glow is back.”

“See isn’t this fun?” Fluttershy asked, landing beside Gallus, holding a slice of peach pie out to the boy. A stuffed raccoon in his hands, a prize from throwing a dart at a target and getting a bullseye, the tips of his wings were dyed a teal blue as well. They had stopped at the face painting station, but the teen had insisted that it was really lame to get his face painted. But he did let the ponies working the stand color his wings.

“Yeah, this wasn’t as lame as I originally thought.” The boy sighed with a smirk, taking the slice of pie and eating it in one bite. “Hopefully the others are enjoying themselves.” He said, wiping his hand on his chest, wondering what else there was to do at this thing. “And I feel like I’m more prepared for Professor Pinkie’s pop quiz.” He said.

“Which I’m guessing doesn’t involve any pop?” Fluttershy joked, holding her hoof to her mouth as she giggled.

“No, not at all.” He sighed, shuttering at the memory of the first pop quiz that was sprung on him as if was a war flashback. But now he would probably never forget the proper amount of sprinkles that was needed to go on a cupcake. Would have been a lot better if they had been testing different fizzy drinks. “But I’m not gonna think about that, I’m here to relax!” He said.

“Oh, that’s so wonderful to hear.” She said as a little red bird landed on Futtershy’s shoulder and started to tweet in her ear. “Oh hello little friend.” She said to the bird listening to her feathery friend tweet and chirp in her ear. Her eyes grew wider as she listened to the bird and her mouth dropped open. But before Gallus could ask what the problem was the sound of the birds tweeting was overshadowed by a “FLUUUUUTTTTERSHY!” and glancing over the griffin saw Yona, Sandbar, and Applebloom rushing their way. A pink filly tied to Yona’s hoof and dragged forward as she tried to run towards different stands with desserts on them and an orange filly with her face painted red was riding on Applebloom's back.

“Sup guys?” Gallus said, raising an eyebrow as they all skidded to a stop in front of him. “Pick up a babysitting gig?”

“Appa-jack appa!” The little orange filly declared in response.

“Not exactly,” Applebloom said, kicking the ground a bit.

“Yona saw crazy evil pink pony zap not evil crazy pink pony!” The yak said panting from all the running.

“Yeah, she even got my sis!” Applebloom said, holding her flank a bit higher as if the painted filly was easy to miss. “We got to stop her before she gets anyone else!”

“I-I-I think it's too late for that,” Fluttershy said as the bird flew off her shoulder, “My friend told me that they saw Rainbow get zapped by some weird red light and it turned her into a filly.” She said, walking closer to her class. “We need to find Twilight before it's too late! She’ll know what to do.” She said, opening her wings and covering the students trying to protect them as if Cozy was going for them.

“Oh, I’m sooooo sorry Professor Fluttershy,” A high-pitched voice said from behind them, making the group gasp as they turned around. Standing there was Cozy Glow with a confident smirk on her face.

“Cozy, y-you stay back you bad girl!” Fluttershy spat, using the worst insult that she could think of to throw at the girl. Making her gasp and cover her chest with her hoof. “I’m sorry to be so mean. B-But you have been a very bad girl Cozy! I’m so disappointed that someone who can get along with everyone would be so so so-!”

“Evil?” Cozy asked, losing the surprised look on her face, and started to giggle, “Please I was only nice to everyone to have them work for me! But with this amulet, I don’t need anyone else!” She laughed, lowering her hoof and revealing the black amulet around her neck. “But if anyone is going might find a way to stop me it will be you and your friends. So I’m going to make it so you won’t be able to stop me.”

“I’m sorry, but I’m going to have to do this…” Fluttershy said, closing her eyes tightly as she dropped her head down.
“Ah, watch out guys!” Sandbar yelped, dropping to the ground, “She’s gonna use it!” He cried. His friends all dropped to the ground and covered their faces. Even Applejack covered her face, imitating her sister, while Pinky was still distracted by some cupcakes at a stand.

Suddenly the yellow pony shot her head up and her eyes were wide open as she glared at the pink pony.

“Oh no, not the stare!”Cozy cried out dramatically, covering her eyes with one hoof and holding one out dramatically towards the adult pegusus. “Oh wait.” She said, planting her hooves on the ground as the beam of energy shot from her amulet, “I don’t care!”

And just like the other adult ponies before her, the yellow pony quickly shrunk down to a little filly. Her legs wobbled for a few seconds before her legs spread out under her, sending her crashing to the ground. “Mm…” The little filly whimpered, tears starting to stream down her face

“Looks like I might’ve made her into an even bigger crybaby.” Cozy cackled, “Oh well, have fun with the babies, I got a couple more ponies to get rid of.” She said, vanishing in a red flash of light.

“This isn’t good,” Sandbar said, watching his professors scramble behind Gallus, hugging the griffin's arm as she shook in fear.

“You can say that again.” Gallus muttered, “But we can’t stand her and talk about it. We need to find Headmare Twilight.”He sighed, swooping up the filly with one hand. “If she’s got everyone else that means Professor Rarity and her are next and final targets.”

“WAAAAAH!” Fluttershy busted out, after holding it back before, now that the scary pony was gone she finally felt safe enough to cry out loud. She buried her face into the griffin's soft feathers, trying to hide away from everyone.

“Uh… you guys go ahead,” Gallus sighed, “I-I’ll try to calm her down.” He sighed.

A day that was supposed to be nothing but fun and relaxation had been everything but that. Instead of going on weird shaping and questionably safe rides, eating junk food, and playing cheap carnival games for cheaper prices Twilight and her friends were hunkered down in the School of Friendship. Trying to pinpoint where Cozy Glow was since she had an ancient magical artifact that made her the most powerful pony in all of Equestria.

“How could this happen?!” Twilight asked, the purple alicorn pacing back and forth in a line in the back of her office as two adult ponies stood in front of Twilight's desk. One was a unicorn with a snow-white flank and long purple hair and the other was Flash, who had managed to find and inform Twilight of Cozy. However, when the Headmares students rushed to her with their teachers turned into foals they all knew it was too late. “She is just a filly! How did she escape your custody, how did she get the amulet from Zecora, how did she know what the alicorn amulet was and where to get it, what can we do?!” The pony shot out questions, her dark blue and purple hair frizzing up as she started to freak out.

“Princess Twilight, I can shed some light on your questions.” Flash said, standing up as straight as he could, his chest puffed out, “My apologies for my team's failure to secure the fugitive properly. But she had acted like she got deathly ill and when we tried to get her some medical attention she rushed out of the cell and hid. And it seems as if she stole it from the zebra lady, my men have found Zacora in her house. She is in the same state as your friends, a much younger age than she was supposed to be. But past that she is okay and no harm has come to her.

“We’ll that's good!” Twilight said, slamming her hooves on her desk as she stared at the two of them, her purple eyes pulsing with anxiety. “I’m glad she's ok and now my friends are able to keep her company!” She said, gasping for breath as she buried her head in her desk. “What are we going to do? We barely managed to take down Trixie when she had the alicorn amulet! I don’t think we’re going to be able to use the same tactic with Cozy.”

“Probable not, as I miiiiight have recanted that tale to my class a few different times.” Rarity said sheepishly, “So she knows how you tricked that dastardly street performer.” She said, making Twilight look up at her friend with a frown as she glared at the fashionable pony.

“Well, that explains how she knows about the amulet and where to get it.” She grumbled as she frowned at her friend.

“How was I supposed to know that she would turn out to be a crazy little filly!” Rarity tried defending herself.

“Princess!” Flash said, trying to get the conversation back to what they needed to do. “Perhaps I should patrol the grounds and let you know if anything is happening.”

“No, thank you, Flash.” She said, taking a deep breath in trying to think, “You should return to Canterlot and inform Princess Celestia and Luna about what’s happening. Cozy may be after me and my friends right now. But with the amulet affecting Cozy’s mind, she’ll probably go after them since they were the ones who held her in captivity.” She said, going to her office window, but this time not nervously like before, but this time with a confident look on her face as she looked out the window at the front of the school. Which was normally filled with ponies of all sizes and colors and a few other children of different races. But for everyone’s protection, the Headmare had ordered them to head to their rooms and stay there until this issue was resolved. “If Rarity and I fall here the other princesses are the only ones who stand a chance against Cozy and the amulet.” She said before looking over at the pegasus knight, briefly thinking about the Flash she meant in the other realm. She figured the worst thing that Flash was worrying about was whatever test was coming up and what his band would be playing that week. Not having to worry about ending up in a nursery.

“Right, will do.” He said, breaking the girl's rabbit hole thoughts, and saluted the princess before running to the window and jumping out the window before flying off.

“Ok, as for us, we need to think about what we’re going to do,” Twilight said, turning to her friend, who had a clothesline that stretched across the office and was currently throwing on everything that was slightly sparkly and fashionable. “Rairity!” Twilight huffed.

“I’m stressed, okay?!” The unicorn snapped as she turned to Twilight, now dressed in a large white dress with rubies shining on it, a large pink flower hat, and about a ton of jewelry on her hooves. But she started to pace, now that the handsome pegasus was gone she felt more comfortable letting her emotions show. “I can’t believe I told my class about that stupid amulet! Oh, but we were making necklaces and the students looked sooo bored and I figured the tale would stir some inspiration in them.” She muttered to herself as she looked at Twilight. “Darling, I’m sorry, this is all my fault.” She admitted, bowing her head down.

“It’s ok Rarity,” Twilight said, hearing the pony starting to sniffle and Rarity's mascara starting to run, going over and covering her with one of her wings. “There's a lot of things that we all could have changed. Like me, I gave Cozy way too much responsibility too early. Maybe if I hadn’t done that she would’ve understood what friendship was truly about.” She said, “But us sitting here dwelling on the past won’t fix anything. We have to find a way to stop her before we end up like our friends.” She said. She wondered how the CMC was handling the regressed ponies, she had tasked the fillies with watching them. And Gallus as well since Fluttershy would bust out into a new wave of tears whenever the boy let go of her. She had no idea what Cozy’s plans were now that the teachers were just foals, but she didn’t want to find out.

“Uh… guys, like I don’t mean to point out the obvious,” Sandbar said as he watched his friends rush around. “But this isn’t going to work, we should just do what Headmare Twilight said and wait.” He said, his head pointed up as a couple of his flying friends who could fly were busy setting up a net.

“Come on Sandbar,” Smolder said rolling her eyes, “We were able to beat Cozy once before, we can do it again.”

“I appreciate the enthusiasm as much as the next pony. But I don’t think a net is going to stop her. You know since she’s got a magical amulet that makes her stronger than the princesses.”

“Yona agrees with Sandbar.” The young yak said, “Yak is best at making traps. But Yona no knows how well Yak at catching crazy pink powerful pony.”

“Well, obviously it won’t work you goofs.” Silverstream the Hippogriff said, giggling as she finished tying the net to a pillar. “It's just a distraction, like we will be. We don’t need to beat her, we just need to get the amulet off Cozy.”

“Yeah I know, I remember the story Professor Rarity told us.” The green pony said. “But how is a net supposed to distract her enough for one of us to get the amulet off of her?”

“It doesn’t we’re an extra distraction!” The pink girl said, dropping down with hands out to the side excitedly. “So Cozy comes it all ‘aaaaah fear me I’m evil’ and we drop the net on her. Then she will knock it away or destroy it, shame since we worked so hard on it. But then we’ll try to take the amulet off her. Which won’t work, but while we are distracting her-!”

“Ach-hem!” A stern voice said, making all of the kids jump, Smolder and Silversteam landed on the ground as a purple pony walked out to the front room, glaring at them.

“H-Headmare Twilight!” Sandbar epped as he watched the alicorn walk up to them, frowning at them as she paced in front of them.

“I thought you four were told to stay in your rooms?” The Princess of Friendship sighed, “Don’t you guys understand how important it is that you listen? This is a dangerous time to just be running running around.” She scolded, “You four don’t stand a chance against Cozy, not unless you have Ocellus. She the secret to defeating that out-of-control filly!”

“I know Headmare-.” Sandbar started to say before he realized everything their Headmare had to say and looked at the alicorn. Who, after a moment more of sternness, a smile spread across her face as she started to laugh. Her voice started to rise in pitch as the pony started to shrink with her flank changing from purple to light blue, and her wings turning to that an insect would have.

“Ta-duh!” Ocelleus said, the changeling taking a quick bow. “I guess those drama classes with Professor Rarity and Fluttershy have really been paying off.” She said.

“Oh, I get it!” Sandbar said smiling, “While we’re distracting Cozy Glow Ocellus will be disguised as something else.”

“Yep!” Silverstream cheered, clapping her hands together. “Oooooh, I love it when a plan comes together.” She said.

“Yeah, whatever it’s great.” Smolder said, “But let's get into position so we can get the jump on the pony!” She cheered, shoving a fist into her hand with a smirk on her head and she breathed a puff of steam out of her nose.

“Finally we got them to sleep.” Scootaloo sighed, slowly backing out of the dark dorm room, the sound of snoring could be heard coming from out of the room.

“You’re telling me.” Gallus sighed, rubbing his eyes as the door was shut. How did he end up having to help babysit his teachers with the young ponies? “What do we do now?” He asked.

“Well Twilight to us ta make sure that we keep them safe, so I reckon we wait and make sure everything ok.” Applebloom sighed, sitting down on the floor, her large boy dropping down as she relaxed. Sadly for her Apple Jack was apparently still getting at buck apples off of trees, even though the only tree in the makeshift nursery was painted on the wall. She hoped Twilight wouldn’t notice the new holes in the wall.

“Well, I don’t think that it’ll take four of us to watch a door,” Scootaloo said, “If Cozy wanted to take our sisters and their friends then she probably would’ve done so already, right?”

Gallus was about to ask who Scootaloo's sister was before remembering that the filly and Professor Dash had some weird adopted sister thing going on. Even though they weren’t actually adopted siblings. But he figured he should just leave that situation alone, there were other more important things to deal with.

“Oh, I know, how about I go to the library and see if there's a fix to this?” Sweetie Bell asked, already turning and running off to the library. She may not have been fantastic at magic, but Sweetie Bell figured if she could at least find a cure then she could try and cure everyone or at least show Twilight so she could try and fix everyone.

But as she made her way down the hall, passing the front room, she saw the group of students out in the front room of the school, making her skid to a halt as she looked around the room. She knew that they were supposed to be in their rooms, and the front room was probably the last place they should be. Since it was going to be the first place that Cozy would be at.

“Whatcha all doing?” Sweetie asked, walking down the stairs and approaching the group of students, freezing as she saw a giant rope net hanging from the ceiling. “No no no no no.” She said immediately, “This is not a good idea you guys.” She said to them.

“Would it help to tell you that we have a plan?” Smolder asked the girl. “Like a really good one.”

“What? How good is really good?” She asked before shaking her head, she was a substitute at the school and she had to protect the students like she was an actual teacher. “No wait. You guys have to-.” She said but was interrupted as the room started to get darker.
Hehehehehehe

A high-pitched giggle pierced through the sky, sending a chill down everyone spins, freezing them in place. Sweetie Bell's eyes went wide as she tried to find out where the laughter was coming from. But the laugh, which was echoing off the walls, sounded as if it was coming from everywhere.
Well well well if it isn’t my ‘friends’? It’s so good to see you all again

The voice continued to speak to them all, Sandbar's hair starting to stand up on end like a cat as he watched his shadow suddenly have red glowing ever and a white smile.

“W-whoa, not c-c-c-c-ool!” He yelped as the shadow extended towards the door, his friend's shadows all doing the same, merging together and forming into the form of a pegasus, its color changing from blank to pink. A filly pegasus with blue curly hair stood there smiling at all of them.

“Poor Sandbar.” The filly said with a wide smile, “I’d apologize for scaring you, but then again I don’t exactly care.” She said before laughing, her voice still coming from everywhere in the room. “Though I do have to say, it's funny seeing you all so terrified. I wonder if that's what you felt when the Storm King was around, Silverstream.” The filly said, suddenly the room was covered in darkness with only two lines made of dark blue lights, the sound of thunder and lighting banging in everyone's ears.

“Ah, stop!” Silverstream cried, her fur sticking straight up as she fell to the ground and covering her eyes as she shook like a leaf, the high-pitched haha hahaha filling the air as the thunder and lightning stopped.

“Aw, what's the matter, Smolder?” The girl asked the little dragon, tilting her head, “Is that big bad dragon act of yours at an end? Ready to admit that you’re just a scared whittle dragon?” Cozy asked.

“Why you little-!” Smolder huffed, the teasing instantly pulling the dragon out of her state of shocked fear and making her mad. She took a deep breath and pointed her head at the ceiling and let out a breath of fire. Immediately the knot that was holding the rope up burnt and the net dropped.

“Aw, how cute,” Cozy giggled, her voice coming from her body now, as she watched the rope start to drop. But suddenly the rope started to glow red and the ropes transformed into dozens of snakes that flopped around the girl before quickly slithering off. “Any more tricks?” The girl asked, waving her hoof in front of her mouth and faking a yawn.

“Er… why you little punk!” Smolder growled as she unfolded her wings and dashed at Cozy, lunging for the black necklace around the filly neck. Her friends also trying to tackle the little pegasus. But as they all flew through the air the girl rolled her eyes and they all started to shine with a red aura and froze mid-air.

“Really? That’s it? This was the big plan to try and stop me?” She asked them, as she walked by all of the students and headed to Sweetie Bell. “Aw, where is your sister at? Did she get scared and send you out here to try and deal with me? Well, I guess if I turn you into a foal that could be a punishment for her. I bet you were a big crybaby as a filly.” She said, her eyes glowing with red energy as she moved Sweetie Bell up in the air, “Let this be a lesson to you all, don’t mess with the little guy.” Cozy warned as she started to glow as a wave of magical energy headed to the little white filly.

“Sweetie, no!” A high-pitched cry was heard as Rarity rushed out of the hall, jumping off the stairwell and jumping in front of Sweetie, being hit with magical energy. And like her friends before her, the white pony shrunk down further and further until she was nothing more than a little foal.

The little foal looked around in stunned silence before tears started to fill her eyes. The young Rarity stood up on her back with two hooves one of her front hooves covered her face as she fell to the ground. Suddenly her horn started to glow as a dark purple blanket with diamond patterns on it appeared behind her and the tyke crashed into it. Immediately covering her head with the blanket.

“Aw look she's got a fainting blankie.” Cozy mused as she dropped Sweetie Bell. “Don’t worry Cutie Mark Crusader I knew your sister was there. She and Princess Twilight were waiting for the right moment to try and get the drop on me. Isn’t that right Headmare Twilight?” She asked, looking at the shadows of the hallway. Twilight walked out glaring at Cozy Glow, her wings were spread out and her horn was glowing with purple energy. “Up up up, let's not try and be a hero here. You know there's nothing you can do to stop me as long as I have this pretty pendant. So… Let's make a deal. You just surrender quietly and just give in I’ll only turn you into a foal. But if you don’t the School of Friendship is going to turn into the Nursery of Playtime.”

Twilight didn’t answer at first as she stared Cozy down before looking back at her students and sighed. She lowered her head as she closed her wings and her horn light died down.

“Fine.” Twilight mumbled before glaring at Cozy, “I might have lost here but know that the other princesses will defeat you.”

“Oh don’t worry I’ll handle them just fine.” She laughed as she shot the alicorn with the same beam of red energy she had hit Rarity with. And as it hit Twilight the princess groaned in discomfort as she started to shrink into a little foal. But despite the fact that she was a unicorn before she was an alicorn, the girl kept her wings being a baby alicorn.

“We that was easy.” She said, trotting over and flicking the toddler pony on the nose, smirking as she started to cry. As the baby alicorn let out a high-pitched waaaaa the red energy that surrounded the students seemed to ripple “Huh that’s interesting, oh well." She said, clearly not worried about it. Probably thinking it was a reaction from all the magic she was using. "It was nice catching up with you all, but I have other matters to attend to.” She said, flapping her wings as she started to fly to the front door. But before the girl could leave, a plant that sat in a pot started to shift, and the vines from the long stringy plant shot out and grabbed the filly, wrapping around the alicorn necklace and yanking it off Cozy’s neck. The plant dropped the pegasus as the vines contracted back and it transformed into Ocellus, the changeling holding the amulet in her hoof.

“I-I did it!” She cheered, bouncing in place, “I can’t believe it!” The girl cheered happily as she looked at her friends who were still floating in the air. “Wait what?” She asked, hearing Cozy start to giggle.

“That was a cute attempt, Ocellus, but you can only stop me if I give up the amulet, remember?” Cozy asked, waving her hoof in front of her chest, making the amulet reappear, the amulet in the young changeling's hoof turned into black dust. “Anyways, off to Canterlot. I got a couple more princesses to take care of. It was nice catching up everyone.” She said as the doors to the school opened and she started to walk out as the students dropped to the ground and the door slammed shut.

“Well, this was a total bummer.” Sandbar said, going over a swooping Twilight up in his arm, trying to bounce her to help calm her down, looking over at Sweetie Bell who had Rarity wrapped in her ‘fainting blankie’, already fast asleep sucking on her hoof.

“What do we do now?” Yona asked, looking at her friends, her head hung low, what could they do? Their plan had failed and now all their teachers were just foals, they seemed to be out of options.

“I guess we leave it to the princesses.” Silverstream sighed, lying on the ground curled up in a ball, “There is nothing we can do.” She sighed, and looking at the frowns on all her friend’s faces they knew that was true. Only Princess Celestia and Luna had a chance to stop Cozy. They could only hope that they would.