Chapter 1: At The Beginning

Ben and Twilight, the Prince and Princess of Equestria, were in the Golden Oaks Library, sitting on the couch while having some quiet time together. Spike was busy doing some drawing while Koga was playing with Owlowiscious. It was a quiet day until Nyx and Phobos got home, the Dragon went and picks his friend up.

"How's school, Nyx?" Twilight ask her daughter with a smile.

"Same old...I got a report that I have to do." Nyx said as she took out some paper and pencil stuff. "Cheerilee wants us to do a report on my parents."

"Oh, that sounds like fun." Ben said to Nyx with a smile. "We can give you a bit of help with that."

"Yeah, but I know much about you and mommy so far...and...well, I'm curious. What was your life like before you disappeared as the Demon Pony?"

"Err; I don't think that's a kind of question you should be asking, Nyx." Spike said, getting a bit uncomfortable. He wonders if Nyx should know about Twilight and Ben's life together at all. Hay, for all he knows, it may not be a good idea.

"It’s okay, Spike, I think Nyx has the right to know." Twilight assures Spike gently. Turning back to Nyx, she said, "Well, that is one interesting story filled with fun...heartbreak...and some bit of a romance. Right, Benny?"

"Right, Twiley." Ben said blushing as his filly-friend nuzzles him. As Nyx got some pencil and paper ready, he spoke up, "It happens one day when your grandmother, my adopted mother Princess Celestia, brought me to the school that your mother used to go to long ago when we were foals..."

-----------------

Years ago, before Twilight became a student of Princess Celestia, before she met her good friends and became a hero as well as princess of Equestria, the filly was a student at another school, your usual unicorn filly. She deals with the usual: homework, recess, as well as the advances of the colt jock Boris who wants her to be his.

But while Boris has gotten the advantages of the fillies at school, Twilight knows that he is a fraud and a jerk. The colt got one problem especially when it comes to Earth ponies.

But today, something big will happen that will change her life and it's approaching the school right now...while hiding behind his mother Celestia's legs.

"Mom, I don't want to come." Young Ben said to his mother meekly. "The other foals won't like me. Can't I stay at the castle with you?"

"Ben, I know how hard it is, being around new foals besides me and the servants." Celestia assures her adopted child while nuzzling him. "But I can't keep you at the castle forever. You need to be with other foals your age. No worries, the staff here are sworn to secrecy. If you want others to know, you can do so on your own free will."

"But...what if I get bullied and hurt?"

"Then they will answer to me. Come on, let's go on."

Ben gulps a bit as Celestia enters the school through another way. The little colt is worried that today may be the worst day of his life...but unknown to him, he is only half right.

------------

Twilight was in class with her other classmates, studying in a book when a teacher makes an announcement.

"All right, class; settle down." The teacher said as the foals quiet down to allow him to say his announcement. Now then, we got a new student joining us today so try to make him feel welcome. Class, this is Ben Mare."

A little colt came into the class looking a bit meekly while his supplies are on his back; he is a brown coated Earth Pony and has a spiky like brown mane, green eyes and a long tail. Twilight notes how he tends to cross his legs a bit as if he's shy.

"Hi...everypony," Ben said meekly. This causes some of the students to laugh a bit. The colt looks down as if wanting to hide or just leave already.

"Okay, class, come on; stop that." The teacher said sternly as the class quickly calms down. "Ben is new here so let us at least try to be nice to him like Celestia would all her subjects. Now, Mr. Mare, you can take a seat near Miss Sparkle."

Ben nods meekly as he heads to a seat that so happens to be near Twilight. A younger Boris smirks as he sticks one lower hoof out...causing the poor Earth pony to trick and land onto the floor. The students laugh at this...minus Twilight who doesn't find what happened funny at all.

"Boris, I told you before; don't do that to the new students!" The teacher scowls at Boris who chuckles at his cruelty.

"What? Sorry, is it my fault that he doesn't watch his four hooves?" Boris asks innocently.

Ben got up sadly as he gets his stuff and sat near Twilight. The purple unicorn smiles while saying, "Hi, my name is Twilight Sparkle. Welcome to our school."

"Uh, hi," Ben said a bit meekly as he took out a book to hide himself in it. Twilight sighs sadly. The poor colt has a rough first day.

For some reason, Twilight felt...some sort of connection to Ben...like she should do her best to help him.

--------------------------------------------------------------------------------

At recess, Twilight plays on the swings while her focus appears to be off. Normally, she wants some learning and studying done...but the purple unicorn couldn't keep her eyes off of Ben who is under a tree doing some reading, away from the other students. It seems like it's hard for him to make some friends.

Unfortunately for poor Ben, his first day is about to get worst. Twilight saw Boris, his boys Boxco and Dum-Dum as well as some students heading to him. This is not good. That red unicorn is considered a popular student by some foals at school. He prefers unicorns and Pegasi over Earth ponies but wouldn't hesitate in making fun or bullying them!

And unfortunately, Ben Mare has become his new target.

"Well, well. Check this out, everypony; it's the new Earth pony." Boris remarks. Ben looks up at him as some of the bully's group chuckles a bit. "What are you doing here, pray tell?"

"More like he's being a geek, staying away from the other ponies," Dum-Dum said to Boris with an evil smirk.

"Yeah, the bum thinks that he himself is safe. Boo pony who!" Boxco remarks with a sneer.

"Please leave me alone. I didn't do anything wrong." Ben said meekly. He yelps in alarm as Boris uses his magic to force him into the air. He likes doing this to Earth ponies, making them helpless for him to bully.

"We got one big rule here at the school: unicorns and Pegasi rule while the Earth ponies are just filth whose just need to stay out of our way." Boris sneers to Ben who looks down in worry. "But I digress. Who wants to see me turn him around until he's sick?"

Some of the students, even the dimwit minions, cheers as Boris laugh cruelly as he begins spinning Ben around. The poor Earth pony groans as the bully then drops him then picks him up via magic as if wanting to do this all day.

Ben then yelps as if Boris was trying to pull a wedgie on him...despite the fact that the poor colt isn't wearing any clothes! Twilight frowns as she leaves the swing. This has gone far enough!

"Boris, Boris, enough!" Twilight snaps angrily. Boris stops his tormenting of Ben to look at her. "Leave him alone! What did he ever do to you?"

"Nothing, we just wanted torture him like using sand on ants with the moon!" Dum-Dum explains as Boxco laughs with him.

"That's magnifying glass with the sun, Dum-Dum." Boris groans to Dum-Dum in annoyance. His minion, even Boxco, is always getting sayings wrong! "To answer your question, Twilight, I need to teach this Earth pony colt how things are in Canterlot, especially when it comes to what's more better."

"No pony is better than the other, Boris! You know that! Princess Celestia tells us to love and tolerate one another!" Twilight snaps angrily to Boris. "We shouldn't harm or pick on ponies just because we think we're better than them. Now put Ben down!"

"All right, all right. I will lay off the pony with the female last name...if you go out with me next weekend."

"Ugh! I ain't humiliating myself by doing that!"

"Fine, have it your way." Boris remarks with a shrug as he lets Ben go, causing him to hit the ground. "You got lucky, Ben. But stay in your place or next time, I'm going to get rough."

Boris's group took their leave; Ben sniffs sadly as he got up to get his things. Twilight helps him while asking, "Are you okay?"

"I'm fine, I am really." Ben sighs sadly. "Why does that creep hate me?"

"Boris has some dumb idea that unicorns and Pegasus ponies are more better than Earth ponies all because of the fact one species used magic and the other can fly. Horse feathers to that! Earth ponies are very important in the history of our world!"

"And...why did you help me?"

Twilight pauses to think. Why did she help him? The purple unicorn usually stay out of Boris's bullying but this time it's different as if something is calling her, telling Twilight to step in and stop the creep this time.

"The truth is, I can't stand what Boris is doing...I mean picking on you all because you are an Earth pony and new here." Twilight said while stomping one hoof on the ground. "It's just not right!"

"It's okay...you don't have to help if you don't feel like you should." Ben sighs in sadness.

"I don't have to...I don't want to. I won't let Boris and his pals torment you and bully you around. I will keep you safe no matter what. I promise."

Ben pauses and smiles a bit. For some reason, this is the first time that he has ever made...a friend.

"Thank you." Ben said as he and Twilight hug each other. And thus, it's a start of a new friendship.

-------------------

Ben and Twilight became good pals. To avoid Boris and his goons, they hung out in a certain place at school.

"This is my secret spot!" Twilight giggles as she led Ben into the place. "I never led any other ponies in here."

"Really, how come," Ben ask Twilight curiously.

"Because it's a secret," Twilight adds with a happy giggle.

"That's pretty cool." Ben said with a smile.

"Thanks." Twilight said as she took out a donkey like doll. "This is Miss Smartypants. I got her as long as I could remember; she is my closest thing to a friend besides my big brother Shiny. Look! She even comes with her own notebook so she can help you with your homework."

"Wow, nice. I got a doll myself..." Ben said then looks a bit sheepish. "Please don't make fun of me..."

"Oh, come on. Only meanies would make fun of ponies for having dolls." Twilight giggles a bit, making Ben smile a bit.

"Thanks..." Ben said with a grin. Suddenly he yelps as Twilight pokes him on the nose. "Hey!"

"Tag, you're it!" Twilight laughs as she gallops off quickly.

"Oh, you rascal; I'll get you for this!" Ben shouted playfully as he started chasing after Twilight.

Ben chases around Twilight for a while then tackles her. The two laughs as the colt has pinned her...then stop to look at each other, giving friendly smiles...

Just then, a bell is heard ringing, making Ben get up while saying, "Uh oh. There's the bell."

"Right," Twilight said with a nod as she got up, giving another smile. "How about next recess, it will be you and me? Come on."

"Yeah. Right," Ben nodded as he and Twilight headed off to class.

---------------

It was the usual day at Ben's first day but although Boris made it his intention to bullying the colt, Ben doesn't seem to mind it due to the fact that he has made his first friend ever.

Once school is over, Ben quickly sneaks off and heads to a place to be picked up by the Royal Guards whose took him to the palace a while later.

Celestia was in her room, sipping tea while looking over some parchments when Ben came in. The alicorn smiles while saying, "Ben; did you enjoy your first day at school?"

"Yeah, it was...good, I guess." Ben said with a sigh.

"'Good'?" Celestia ask Ben in concern, knowing that tone of voice. "May I ask what happened?"

"Oh, well, when I arrived, I tripped in class big time by a mean colt named Boris. And it made things worse when he uses his magic to bully me." Ben explains sadly to his adopted mother. "To be honest, I don't think most of the foals at school like me..." This put a frown on Celestia's face. She didn't like how her son was being treated by Boris and the ponies at Twilight's school.

"Why does Boris hate me? He thinks that unicorns and Pegasi are better than Earth ponies." Ben remarks with a sigh.

"Oh, Ben..." Celestia sighs as she got up and came over to nuzzle her son. "Do not let what Boris say get to you. He's one of those ponies who don't like Earth ponies much. It's nothing to get upset about."

"Well, I did make a friend." Ben said to Celestia with a smile. "Her name is Twilight Sparkle."

Celestia looks surprised as if that name is familiar. Then she smiles while asking, "Twilight Sparkle? Ben, I am so proud that you made a new friend."

"Yeah, she was fun to me unlike the other foals." Ben said with a smile. "We played at her secret place, played tag, read books and such...for some reason, Boris doesn't seem to like it."

"Oh, don't worry about what Boris thinks. Just continue being friends with Twilight." Celestia said to her friend with a smile. "Who knows? Someday you can have more friends."

"I hope you're right, Mom." Ben said.

--------------

In a part of Canterlot, probably the Elite part is the home of Sparkles where Twilight lives at with her parents and her brother Shining Armor. The filly just got home after her big brother picked her up.

"Mommy, daddy, I'm home!" Twilight giggles as she hugs her parents Night Light and Twilight Velvet.

"How's school, honey?" Twilight Velvet asks her daughter with a smile.

"Same old, got some homework, play at recess...Boris is bothering me again." Twilight explains, gagging at the mention of the school jock who wants her to himself.

"Ugh, that figures with him." Shining said with a roll of his eyes. He never likes it when Boris harasses his sister like that.

"But I made a new friend!" Twilight adds with a happy giggle.

"A new friend, you say?" Night Light asked with a smile.

"Yes...his name is Ben Mare." Twilight said with a smile.

"Mare; that's a female pony name," Shining laughs a bit, but stops as Twilight and his parents glare at him. "Oh, sorry, didn't mean to be a bit insensitive. I just find that funny. Sorry."

"Boris and his goons along with most of the students at my school find it funny, too, and made fun of him for that." Twilight said with a frown.

"Now, now, Boris is just a mean colt who finds it funny and is nothing more than a boasting fake." Twilight Velvet assures her daughter. "Karma will come to get him someday."

"You think so?" Twilight ask her mother hopefully.

"Your mother knows so." Night Light said making Twilight feel better. "So tell us more about this new friend. He's a colt, right?"

"Right, Ben is also an Earth pony too." Twilight said with a smile. "With a brown coat...and the way that he smiles..."

"Ooooh; Twiley got a little crush." Shining laughs to Twilight making her blush a bit.

"Well, same goes for you or do you think I don't notice how you act goofy around Cadance." Twilight snaps to Shining, referring to her foal-sitter.

Hearing this made Shining blush a bit.

----------------------

It was the next day as the foals return to school, even Ben. The colt notices how some of the students seems to ignore him but that's okay. As long as Twilight is around, Ben has nothing to fear.

Of course, things got a bit rough. As Ben was heading to class, he was knocked down by three familiar bullies. Boris taunts, "Hey, still not watching your hooves, Girly Pony?"

"Ha ha ha," Boxco laughs stupidly. "He is blind as a monkey!"

"Yeah, and dumb as a warthog," Dum-Dum remarks in agreement with his pal.

Boris groans as he rolls his eyes saying, "It's 'blind as a bat' and 'dumb as an ox', you nitwits. Ugh, why are you two still living?"

"Boris, come on, leave me alone." Ben said to Boris with a frown. "I just want a normal school day...and if I did anything to upset you yesterday that also made you make fun of me, then I'm sorry. I was hoping we would be pals."

"Pals; PALS; Ha ha ha! You hear him, boys? He wants to be pals."

Boxco and Dum-Dum laughs cruelly, making Ben feel a bit sheepish and concerned. Some students nearby watch the action, the colt feels like he wants to be elsewhere right now.

"Benny, let me tell you something about yours truly: I don't make friends with Earth ponies." Boris sneers at Ben making him a bit worried. "They are useless, Earth filthy who are better off staying in low-dirt towns like Ponyville where they belong. Those species has no place in Canterlot."

"But I heard of Earth ponies who got important jobs in Canterlot and..." Ben said meekly before Boris cuts him off.

"Doesn't count; Those Earth ponies are lucky but they are still Earth filth to me. And so are you, so if I were you, I would know my place, got it?"

"Leave them alone, Boris the Animal!" Somepony is heard shouting, much to Boris's annoyance. He hates being called 'Boris the Animal'; it makes him feel so...angry.

"It's just...Boris! And who said that?!" Boris demands angrily as he looks around to see who spoke.

"I did!" The one who spoke, Twilight, snaps as she pushes Boris aside. "I told you before, leave Ben alone!"

"Ooooh, looks like the boss is getting told to by a girl." Dum-Dum remarks stupidly and mockingly.

"Yeah, ha ha ha," Boxco laughs along with his pal but the two morons stops as Boris gives his pals a glare.

"Boris, you even think of laying a hoof on him, I will tell the principal!" Twilight demands to Boris, getting in the school jock's face. "And don't think I won't because I will! I will even tell the princess if I have to!"

"Fine, fine, Twilight, I will leave him alone...for now. Just make sure Ben learns his place." Boris said to Twilight with a frown. The last thing he wants is to get to the point that his chances of being with the filly are gone. "Boys, come on!"

Boris leaves with Boxco and Dum-Dum quickly following him. Twilight sighs as Ben looks a bit concerned. Would she really tell the princess...and find out that Celestia is his mother? The colt doesn't feel like getting any attention if that information were to come out.

"Thanks...for saving me." Ben said to Twilight with a smile. The colt is always happy to see her there for him.

"Ben, don't worry, I promise to keep you safe and I will keep my promise." Twilight said to Ben with a smile. "We better hurry for class."

The two foals quickly rush off, ready for a new day of learning and fun (during recess).

-----------------

"And thus, that is how Equestria was made once the three tribes stopped fighting." Twilight explains while reading off a book to Ben who listens in amazement.

"Wow...and the princess was around back then?" Ben asks Twilight in interest.

"Yes, though as a filly. The princess is ancient; she appeared to be around for a long time."

"I know; How weird!"

The two foals giggle and laugh, being as if the best friends since birth. Of course, a familiar colt is nearby using magic to open some nuts, growling at the scene before cracking the nuts, splitting them into pieces.

One thing that you should never do to Boris: hang with Twilight whom he likes and wants for himself!

--------------------------------------------------------------------------------

As school was let out for the day, Ben was preparing to go home but as he passed by an alley, magic caught him. The colt yelps as he got dragged into the alley.

Ben screams as he was hit by stuff via magic and was hit by hooves before being send to a wall. The Earth pony looks up frightened as Boris, Boxco and Dum-Dum confronts him.

"Ben Mare, I was taking it easy on you before but when you started breaking one of my rules, you have to pay." Boris said seriously to Ben, "Boys?"

"Never hang out with Twilight Sparkle." Boxco and Dum-Dum laughs evilly as Boris prepares to hit Ben again.

"Hey!" A voice snapped, getting the bully and his goons' attention. The three turned and saw Shining Armor glaring at them. He was going to pick Twilight up to go to school when he overheard and noticed what was going on.

"Gah; Oh, Shining! Didn't see you there," Boris exclaims nervously, making the goons a bit awkward. Shining, being Twilight's brother is tougher than all of these guys. They know better than to get on his bad side.

"And what are you three doing to that colt?" Shining demanded more than he asked. "Looks like you were beating him up!"

"Now, come on, we were only playing, right boys?" Boris asks his goons nervously.

"Yeah, right; No problem," Boxco and Dum-Dum said nervously. Of course, the bruises and black eye on Ben said otherwise to Shining.

"Listen, you three boys leave the poor colt alone, got it?" Shining snaps as he got into the trio of bullies' face. "If I find out that you're doing this to him again...well, you better hope that I don't! Now go!

"Y-Yes, sir," Boris said quickly before he and his flunkies ran like the dickens, leaving the unicorn and the beaten Ben.

"Ugh, jerks." Shining groans as Ben got up barely. "Hey, you okay?"

"I'm fine, I'm fine, sir." Ben groans a bit as he manages to get his things. Despite the injuries, the colt didn't suffer anything worst.

"You must be that new friend that Twilight told me that she likes." Shining said in concern. "She always told me how an Earth pony got picked on or worst."

"I'm fine; I just need to go home now." Ben groans as he tries to go on home.

"Colt, you need to see a doctor." Shining insists as he follows Ben out of the alley.

"Shining?" A familiar voice spoke up. Twilight appear, ready to be picked up from school. "What..." She gasped while galloping to the injured. "Ben! Oh, Ben, what happened?"

"Boris and his goons jumped me and beat me up. If it weren't for Shining here, it would've been worst." Ben sniffs a bit, rubbing his black eye.

"Don't do that, please." Twilight insists with tears in her eyes, not liking that Ben is rubbing his black eye like that. "Let's get you to a doctor."

"No, no...I will just head on home...yeah..." Ben groans as he heads on his way, walking okay.

"Are you sure?" Shining ask Ben in concern. The young colt nods at this. "Okay, just try to be careful.

"Ben..." Twilight said as Ben stops to see the tears shedding down her faces. She promised to protect him but couldn't do it this time. "I'm sorry..."

Author's Notes:

Poor Ben but he will get better, folks. In the next chapter, Ben gets comforted by Celestia as his friendship with Twilight grows...maybe into something more. But Boris is trying to do something about that. Read, review and suggest, folks!

Chapter 2: The Friendship Continues

Ben Mare didn't go straight to where the Royal Guards should pick him up. The colt just limps his way home, sneaking into the castle then upstairs to his room. He doesn't want his mother to see him like this.

As Ben was putting his school stuff away, he heard a knock at the door. A servant's voice is heard, "Master Benjamin? Are you in there?"

"Uh, yeah, I'm here." Ben said to the servant nervously. "Uh, don't come in. Seriously, don't."

"The Royal Guards that were supposed to pick up came back and told us that you haven't shown up. I happen to saw you come in and like to know why you haven't met them."

"I...I like to just come home by myself, that's all."

"I see. Well, your mother wishes you to come to dinner immediately." The servant said from outside. Ben looks freaked out. His mother is going to see him like this and that will make things worse.

"No, no, please don't! I can't come to dinner!" Ben exclaims whimpering a bit. He saw the door opening causing the bolt to zip over and block the door to keep the servant from coming in. "Please, please, leave me alone! I can't come out!"

Ben cries a bit then hear the noises of the servant leaving. The colt sighs as he got away from the door and put his things away. Ben took out a drawing that he made of himself and Celestia. Oh, how the poor colt wishes for those times again...then Ben wouldn't have to go back to school and get bullied or worst by Boris and his goons.

As Ben put the picture away, a flash appears in the room. A upset Celestia has teleported in.

"Benjamin Mare! I demand to know why you aren't coming to dinner!" Celestia demands to Ben who has his back turned to her in sadness. "I also like to know why you didn't meet the guards. Turn around so I can talk to you!"

Ben turns around....causing Celestia to gasp in shock as she saw the injuries on her poor colt. He must've gotten hurt...and didn't want to show her.

"Oh Ben...what happened to you?" Celestia ask Ben with a sad sigh. She motions him to the door. "Come on, let me get you patched up..."

-----------

In another room, Celestia uses her magic to put bandages on Ben who sat on a table while looking down in sadness. As she treats the injuries, the poor alicorn ask, "Why didn't you go see the doctor when you were harmed before?"

"I...I didn't want you to make a fuss...as well as other ponies finding out about me being your son." Ben explains to Celestia in sadness, tears coming out of his eyes. "That will make things worst and..."

"Ben...you know that the staff is sworn to secrecy. I doubt that me visiting your school because of this will be a problem. So from now on, if this happens, you are to see the doctor at once. Next time, you may not live to come home; understand?"

"Yes mom..."

"Who did this to you? It was that colt Boris again, wasn't it?" Celestia ask Ben in concern. Her son slump down, looking even sadder, "I thought so. Why did he do this to you?"

"He saw me hanging with Twilight Sparkle...the bully got mad...he and his goons pulled me into an alley and beat me..." Ben said as tears came out of his tears. "I would've been a goner if Twilight's brother Shining Armor hasn't saved me. Perhaps it's for the best that I stay away from her...and stay away from school. I am useless, a wimp..."

"Ben...Ben, turn around and look at me." Celestia said to her son gently. Ben turns around to see his mother giving him a caring look. "It's not Boris's business whose Twilight hangs with. What's more important is that you are her friend...perhaps the first of many that she needs right now. Someday, you will find the courage...power...and maybe wisdom to stick up to Boris. You are my son and you got greatness in you, just like your father...."

"Yeah, my father...I wish I knew who he was...."

"Same here, Ben...come here." Celestia said as, after finishing treating the injuries, she and Ben hugs one another. "There, there. It's okay, Ben. I'm here for you always..."

-------------------------------------------------------

"Is that what happened?!" Night Light gasps in shock and anger. Twilight and Shining told him and Twilight Velvet about Boris beating up Ben Mare. Starlight, the siblings' younger brother, watch on in shock. He storms over to a table. "I am writing a message to the principal, telling him what happened!"

"No, no, please, daddy." Twilight pleads in worry. "That will make Boris want to hurt Ben more! Please!"

"Twilight, no colt should be harmed by being bullied. It isn't right!"

"But...but Boris won't like it...and Ben..."

"It's okay, Twilight. Ben is your friend, right?" Twilight Velvet asks, making her daughter smile a bit. "Then you should stick by him no matter what. Be a true friend to help him...who knows, you may give him confidence and courage to stand up for himself."

"I hope so." Twilight said with a sigh while sitting down on her hunches. "I...I am scared for Ben..."

"Here's an idea. Your birthday party is coming up, right Twiley?" Shining points out to his sister with a thoughtful look. "Just invite him over ASAP."

"Too bad Boris and his goons would show up uninvited."

"If they do, I will chase them off like one of the Royal Guards!"

Twilight giggles as she and Shining hug each other. Starlight smiles as he jumps in, hugging. The oldest of the siblings has a dream of being a part of the Royal Guards someday. And if Shining kept on practicing and hoping, that day will come true.

Won't Cadance be happy?

-------------------

"Okay, Ben, time for bed," Ben's cousin Princess Mi Amore Cadanz AKA Cadance said as she came into the colt's room. The alicorn is babysitting him while Celestia has business. Her colt cousin is bouncing up and down on the bed while playing with his phoenix doll. "Ben, come on. Your injuries need to heal."

"Awww, I'm fine!" Ben insists to his cousin but cringes a bit. "On second thought...I guess I may need to rest..."

Cadance giggles as she uses her magic to put her cousin o bed. The mare grins, having experience babysitting like with Twilight Sparkle. The princess is amazed when her aunt told her how she and her cousin are becoming good friends...maybe even more. Kinda like with her and Shining.

Cadance kiss Ben on the forehead while saying, "Good night, Ben."

"Good night, Cadance." Ben said with a smile. As his cousin leaves the room, the colt look out a window to see the moon that has come out tonight...with a familiar mare shape in it. He knows it as his Aunt Luna who was banished to there centuries ago. Maybe someday he will see her at last. "Good night, Aunt Luna..."

------

Nightmare Moon sneezes a bit as she sat on the cold ground of the moon. She wipes her nose with a wing while groaning, "Ugh. The moon is more colder than usual...someday my sister and all of Equestria will pay for my banishment, once the stars helped me in my escape!"

The Mare in the Moon glares at Equestria...and wonders who was saying good night to her in a colt like voice...

-------------

The next few days end up being well. Ben remains hanging out with Twilight. And although Boris and his goons, the boss is angry because Night Light and Celestia told the principal as to what he has done causing him to get detention, causes more trouble, Twilight and Shining always chase them off or stood up for him.

Twilight eventually gave an invite to her birthday park in a park. Ben, in his room, is getting ready.

"Okay, Ben, Auntie Celestia told me to be your chaperone." Cadance said as she trots into the room. "Are you getting ready, little cousin?"

"Sure am." Ben said with a smile, dressing a bit nicely. "Won't ponies wonder why you and I show up?"

"Relax; they would think I am bringing you over to the party." Cadance assures Ben with a smile. "They won't know about our connections."

"Okay. Hang on." Ben said as he reach under his bed and pulls out a box. "Got Twilight's present. You think she would like it?"

"I'm sure she would love it, Ben." Cadance replied kindly.

"Cool." Ben said as he put the present in his saddlebags. "I can't wait to give it to her."

"Come on, we don't wanna be late." Cadance insists as she nudges her cousin out the door to get to the party.

--------------

Twilight's parents were busy so some of other Sparkle family members agree to host the party in the party, so it's easy for Ben and Cadance to arrive without a problem.

Ben looks a bit anxious as he saw Twilight playing 'Pin the Tail on The Pony' with some classmates. The colt hopes that the filly would like his present.

"Well, here goes." Ben said to himself quietly. The colt prepares himself...

"EARTH FILTH,” A voice is heard roaring. Ben yelps as he was pushed to the ground by Boris, still angry as ever. His goons watch on, waiting anxiously.

"Boris? You know, I didn't think Twilight invited you." Ben said to Boris as the Earth pony got back to his hooves.

"We invited ourselves on Twilight's behalf." Boris remarks to Ben furiously.

"Really; I thought we decided to gate crash or something." Boxco said in confusion.

"Shut it! You're in trouble, Ben. Because of you, I got months of detention!" Boris snaps to Ben, obviously blaming him for the jock getting into detention thanks to Boris and his goons beating him up the other day.

"Well, it's your fault for beating me up." Ben points out to Boris with a frown. "You brought that on yourself."

"Oooh, he got you there, boss." Dum-Dum said with a smile, but yelps as Boris gave him a glare.

"Earth filth, this may be Twilight's party but I am not scared of beating you up and proving you useless in front of her." Boris remarks to Ben angrily. Some of the party goers watch this going on, even Twilight who gasps and tries to get over to break the fight up. "No one, not even dirt like you, goes near what's mine."

"Twilight isn't yours to have!" Ben exclaims upset to Boris but yelps as the jerk push him back.

"She is and she always will be, Earth Filth!" Boris snapped before he pushed Ben again, knocking him to the ground.

Shining quickly interferes at this point, "Stop pestering Ben, Boris the Animal!"

"It's just...Bor-." Boris begins to growl angrily, but Shining cuts him off.

“Don't correct me. Especially you, Dum-Dum,” Shining said to Boris then turns his attention to Dum-Dum, much to the colt's confusion.

"Uh...me," Dum-Dum ask Shining in confusion.

"Yeah; you," Shining said as he gave a mischievous grin to the unicorn. "For hurting Ben, you owe me...gum-gum."

"What's gum-gum?" Dum-Dum asks his pals in confusion.

"He means gum, Dum-Dum!" Boxco explains to Dum-Dum in worry.

"That's right. Your name is Dum-Dum, so you give me...gum-gum for hurting Ben." Shining remarked to Shining, getting a bit more devilish.

"Uh...gee, uh...Look, sorry, Shining Armor, but I have no gum-gum and I don't have time for this little game." Dum-Dum said nervously. The unicorn doesn't like where this conversion is going and wants out of it now. "Come on, guys. Let's get out of here."

"Dum-Dum, you coward." Boris growls angrily to Dum-Dum. He turns his attention to Shining, adding, "Just you wait, Shining Armor! Just you wait. I'll have...your sister as my filly. Make no mistake about that!"

Shining scoffs at that, "In your dreams, Boris the Animal."

"It's just...Boris!" Boris snaps but yelps as Shining pushes him, causing him and his goons to make their getaway.

"Have a good day, Boris the Animal!" Shining taunts Boris as the bully makes his departure.

"BORIS, BORIS, BORIS, BORIS, BORIS, BORIS!" Boris yells angrily at Shining as the head creep makes his escape.

Shining pauses then adds, "....The Animal."

Boris cringes, stopping his departure to add, "Just you wait, Shining. Just wait. You can't protect that Earth Pony filth forever. You're gonna be sorry."

Shining sarcastically answers, "Yeah, right, sure, when I go around wearing a dress in public. NOT!" The colt waits until the trio of bullies leaves the scene. That will teach them. "Ben, are you okay?"

"I'm fine. Thank you, Shining," Ben said to Shining with a sigh of relief.

"That was some display of courage you got there." Cadance notes, pointing out how Ben stood up to Boris for a while.

"I know, I know...it's just...I wish I wasn't so shy or scared all the time." Ben said while looking down in sadness.

"No worries, someday, kid, you will have the courage to face those challenges." Shining assures Ben while patting the colt on the back, making him smile a bit.

"Ben? Are you all right?" Twilight ask Ben as the crowd begins to disperse, allowing the filly to come over to him.

"Yeah, I'm fine, Boris didn't hurt me too much this time." Ben assures to Twilight.

"I promise that I didn't invite that creep and his goons over here." Twilight pleads to Ben in concern. "I didn't want him to harm you again!"

"It's okay, it's okay. I'm fine, look, no bruise." Ben assures Twilight with a slight chuckle.

Twilight smiles in relief then spots a present in Ben's saddlebag, asking, "Is that for me?"

"Yeah, got it just for you," Ben said as he took out a present and gave it to Twilight, "Happy birthday, Twilight."

"Oh, Ben," Twilight giggles as she opens the present up. To her surprise and delight, inside is a book that said 'History of Ponyland/Equestria: From Its Beginning to Now', "Ben, where did you get this?!"

"Got some ways," Ben said with a smile as he winks to Cadance who winks him back in secret. The two has picked it up with Celestia's help.

"Thank you." Twilight said as she nuzzles Ben, making him blush a bit.

"You're welcome." Ben said as he slowly started nuzzling back.

"Awww, how cute," Cadance giggles as she and Shining watch this scene. "I think Ben is liking her."

"Yeah...but why are you defending him?" Shining ask Cadance puzzled.

"I was just bringing him over here. No need to ask any further questions, right?" Cadance ask Shining slyly, poking him on the nose.

Shining blushes then smiles as he nuzzles Cadance. Suddenly, two familiar foals laugh from nearby.

"Shame, shame," Ben teases the two.

"We know your name!" Twilight teases alongside her friend.

-----------

Ben and Twilight have fun at the party, with Boris and his goons no longer a problem for now. As things die down, Twilight takes Ben to one of her favorite places in Equestria: Donut Joe's Donut Shop.

"Hey Twiley; Happy birthday, little filly," Donut Joe exclaims as he saw Twilight coming in with Ben. He puts down a birthday donut onto the counter. "Save one just for you, on the house."

"Thanks, Donut Joe!" Twilight giggles as she helps herself to the donut. Donut Joe spots Ben nearby, much to his amusement.

"Oooh, who's this?"

"His name is Ben Mare, Joe! Can you get him a donut too?"

"Sure, anything you say." Donut Joe remarks with a smile as he put down an extra donut. Ben begins to chow into it as well. "Well?"

"Dang, they're right; your donuts are the best in Canterlot!" Ben exclaims happily as he finish up his donut. "I want to come here often!"

"Glad you like it, kid! It isn't often Twilight bring her friends in here...or more of anyway!"

As Donut Joe goes off to serve more customers, Twilight smiles as she nuzzles Ben, saying, "This has been my best birthday ever. I'm glad you were there and here to celebrate it with me."

"I'm glad too." Ben said with a smile as he nuzzles Twilight right back, "Sooooo, best friends then?"

"Always."

The two friends nuzzle some more, some of the customers watching this smile in amusement. It's like these two foals are in love...though they may not know it yet.

Not everyone is happy though. Watching this through a window is a familiar angry colt and his goons. Boxco blinks while saying, "Wow, boss; Looks like the Earth pony is really putting the moves on your filly."

"Yeah, any more moves and you may as well called it quits." Dum-Dum said with a shrug.

"Shut up!" Boris snarls as he took out some peanuts from his pocket of his best and ate them. "I refuse to lose Twilight Sparkle to that Earth filth! She belongs to me and I won't let him take that away from me. Next school day, when Shining and Twilight aren't around, he's dead!"

Boris uses his magic to knock down a bunch of trash cans, causing the trash inside to explode. His goons stare on in shock and alarm. The annoyed colt snaps, "Well, come on, you dolts! Let's get out of here before anypony investigate the noises!"

The trio of bullies rush off quickly, wanting to get away before Donut Joe or anypony else decides to investigate.

Author's Notes:

Twilight and Ben's friendship is doing well but Boris isn't going to have it. In the next chapter, we get a hint of Ben's powers that he didn't know of just yet...and is the colt having feelings for Twilight; Maybe. Read, review and suggest.

The whole Boris the Animal thing is indeed a reference to Men in Black III. Also, the Dum-Dum Gum Gum thing is a reference to the Night at the Museum movies.

Chapter 3: Ben's Feelings

"Did you have a fun time, Ben?" Celestia ask her son with a smile. The two decides on having dinner in her room so that they can talk about what happened in peace.

"Yeah, mom; Twilight likes her present. I have a feeling that she is one huge book worm." Ben chuckles while eating his food. "No offense to her."

"Of course no; So Ben...do you like her?"

"Well, yeah, I like her. She is a good friend and..."

"Now, now, Ben, I don't mean that way...I mean, do you 'like' her'?" Celestia ask her son, giving a teasing smile as she winks to him. Ben blinks a bit eyes then blushes, realizing what his mother is on about.

"Mom, I...come on, she is only a friend, that's all...I mean, not like I..." Ben said, blushing like mad. For some reason, he is really liking Twilight. She is always there for him, the filly is helping him come out of his 'shell' more. Yeah, some of the students don't hang near him much but it doesn't matter, right? "Plus, I am too young for mushy stuff."

"Ben, in my experience, you are never too young for mushy stuff. Why, you could be a baby Dragon of sorts, falling for a unicorn older than you and still fall for her..."

-------

"Right, Spike?" Ben in the present teases Spike, the Mares chuckles while the owl make laughing 'hoo' noises. Phobos laughs like mad.

"Shut up!" Spike exclaims madly while blushing for various reasons.

--------------

Once dinner is over, Celestia takes Ben to bed. The alicorn tucks her son in while reading a story about the Mare in the Moon. Ben asks his mother curiously, "Mother...when do you suppose Aunt Luna will ever come home?"

Celestia pauses then look outside towards the moon. She sighs while saying, "I don't know. According to legends, the stars will aid Nightmare Moon, that's your Aunt Luna, in her escape and she will try to bring eternal darkness..." The alicorn smiles while adding, "But don't despair. Someday the holders of the Elements of Harmony will be revealed and your aunt will be cleansed of her darkness once and for all...and we will finally be a true family."

"I hope that when that day does happen, I will meet my Aunt Luna too. I am so excited, I can kick flank!"

"Just like your father."

"Wish I knew who he was." Ben said with a sigh. He never knew who his real father is, the colt was found by his adopted mother when he was a baby.

Celestia pauses, then looks down while speaking quietly and sadly to herself, "Me too."

"Wait, you said I was courageous like him, how do you know I'm like him if you never met him?"

"Um...Go to bed."

Celestia kisses Ben goodbye then leaves the room. The colt shrugs while saying, "Wow, if I ever have a foal of my own, I hope he or she won't end up like Aunt Luna..."

--------

"Ironic, ain't it daddy?" Nyx giggles to Ben in the present in amusement. "I was once Nightmare Moon and now I'm your little filly. So I ended up being something else instead of the other way around."

"Confusing," Phobos remarks while Ben chuckles as he shakes his head at this.

-----------

It was school time once more. Ben is bright and appears to be less shy. True, the students avoid him, maybe because Boris forced them to or otherwise, but he doesn't mind going to school anymore. The colt came here to learn and have a bit of fun, right?

Ben saw Boris and his goons, hanging around their lockers. The colt, recalling what Shining called Boris the other day, smirks devilishly while calling out, "Hey...Boris the Animal!"

Boris, hearing that, growls angrily, "If I've said to everypony once, I've said it a thousand times before...IT'S JUST BORIS!"

"Yeah, yeah; Hey, whatcha call a cool pony with half a brain; Gifted!"

Boxco and Dum-Dum laugh stupidly, though Boris frowns angrily. He hits his goons, snapping, "Idiots! He's talking about us!"

"What? Oh yeah! You're going to pay for that, Earth Filth!" Boxco exclaims stupidly as he and the goons advance on him.

Ben smiles sheepishly...then runs off with the bullies in hot pursuit. Perhaps he went too far in taunting. Worst yet, Twilight and Shining are nowhere in sight. He rushes out but the jerks are in hot pursuit.

Twilight was arriving for school, when she saw Boris and his goons arriving. They look around with Dum-Dum asking confused, "Where is he?"

"Yeah, I could've sworn that I saw him come around here." Boxco remarks in confusion. Seeing Twilight, he ask, "Hey, Twilight; You seen the Earth dolt around here?"

"If you mean Ben, forget it. I won't tell you even if I did saw him." Twilight said to the trio with a frown. "Besides, haven't you harassed him long enough, Boris the Animal?"

"I swear, what do you even see in him?" Boris snaps to Twilight in frustration. "I mean, unicorns and Earth ponies don't mix well!"

"Oh, shows what you know. In the past, species like unicorns, Earth ponies and Pegasus ponies can mate and get foals of your own. Your mind is in the past before Equestria was founded, Boris. Do I need to tell the principal of what you're doing? Bad enough you got detention..."

"Grrr; you tell Ben to keep his mouth shut or next time, I will break it off!"

"Watch it, threats like that aren't tolerated, Boris." Twilight snaps to Boris sternly. The colt didn't respond as he and his goons depart, either looking for Ben or gave up on chasing him. The filly looks around for Ben. "Ben? Are you here? Where are you?"

"Up here, Twilight." A familiar voice spoke from above. Twilight looks up and looks confused as Ben peeks over the edge....on top of a building!

"Ben? How did you get up there?"

"I don't know. I was running and I found myself up here...help..."

Twilight nods as she rushes over to get some help for Ben. The filly doesn't understand it, but the colt has uses his powers without realizing it...and this wasn't the first time either!

-------------

At this moment, we see Twilight & Ben telling the story of their days when they were young to Nyx, along with Spike, Phobos, Owlowiscious & Koga.

"Boy Benny, you had a rough childhood." Phobos responded in after hearing some bits of this tale, Ben Mare really had a rough time fitting in with being bullied 24/7 as well as what happened.

"You have no idea 'how' rough, Phobos." Ben shook his head in knowing all too well, the days of being picked on where just the warm-up when he was still a colt in school before his disappearance.

"But there is some nice stuff that happened, right Mommy?" Nyx smiled in trying to remember the nice stuff that happened with Twilight & Ben that developed into romance.

"Right honey, there is still more to tell." Twilight nods from what Nyx stated and there was more to the story as well.

"Hey, is the part where you took the entry exam & me gonna show up soon?" Spike asked off in liking to know when Twilight gets to the part where she hatched him when she was a filly.

"In time Spike, in time," Twilight assured her baby dragon, that she will get to that part in the story...when it comes up. "Anyway, here's what happened next." She stated from preparing to tell the next event that happened with her and Ben in the past, after helping getting her love off the building.

------

The scene opens up to the library, as fillies & colts go there when they are 'force' to study for exams, quizzes, or tests. But we see the little Twilight Sparkle & Ben Mare studying some books on a little table.

"This here is a favorite book of mine Ben, look!" Twilight stated to show a book that was very decorative with stars swirling around, "'The Magic Tales of Star Swirl the Bearded.'" She exclaimed the contents of what this book is all about.

"Star-who the Bearded," Ben responded confused as the name was new to him.

"Sorry, anyway...He's the father of the amniomorphic spell, the most important conjurer of the pre-classical era, like about the Three-Tribes we went over and he created more than 200 spells." Twilight was explaining off the loads of information about who this pony was in the past.

"Woah, he sounds very important!" Ben responded amazed by hearing of such a pony, until... "Um, he's not a bully, is he?" Ben was afraid if Star Swirl was someone like...Boris, mistreating those lesser than him.

"No, he's a great unicorn, he was loved by all even princess Celestia knew him." Twilight shook her head in proclaiming Star Swirl the Bearded, a great stallion that many knew and praised and that the princess of the sun knows of him from the past.

"Really," Ben responded with a little smile, to think his mother knows such a great pony from a long time ago.

"I heard that in Canterlot's palace, in their library's wing, it's named after Star Swirl." Twilight stated a fact she knows about this pony being named within Canterlot's palace's part in the library.

"Wow, even I didn't know that!" Ben responded amazed to once again hear this piece of news.

"Course not; I had to ask my big brother about it. Most ponies that aren't living in the princess' palace don't even know about these things." Twilight responded that of course Ben might not know because other ponies outside Canterlot palace don't even know about such a place.

"Um, right...?" Ben responded a bit with hesitation in knowing, that he's not sure if he should say...he lives in the palace or not. "Um...excuse me for a minute, kay?" He asked for some alone time to think things through.

"Sure." Twilight nods with a smile as Ben walks away from her for a minute.

"Should I tell her...but then, she did show me her secret hiding place, maybe I can sure my own secret with her. She..." But just as Ben was thinking this, he looks up at something in front of him; A THREE-HEADED DOG, "Waaah!" Ben screamed and tripped behind himself to crawl backwards in sweat & out of breath action.

Then some laughing was heard for the so-called three-headed dog was only a picture from a book and it was Boris that held it open while Boxco & Dum Dum made growling noises.

"What's wrong, you don't like a dirty mutt? But you're both so close to be a part of the same dirt!" Boris responded off with a wicked smile on his face.

"Yeah, dirt, dirt," Dum Dum & Boxco repeated in a tease taunt to the Earth colt.

"Boris!" Twilight's voice was heard off in cutting between what's going on. "What are you doing to Ben now?"

"What? I was opening this book, though it be interesting to see what Ben here thinks of it." Boris responded in fake innocence in what he's doing to Ben now.

"Right, like is it terrifying?" Dum Dum replied off in stating this.

"Or enough to scare him," Boxco exclaimed off another way to be mean.

"Hugh, honestly," Twilight sighed at this, these bullies never learn.

"Well I'll live for now, but you can enjoy this book instead Benny boy!" Boris responded off to throw the book still open on the ground before Ben.

Soon Boris's gang turns to leave in order to not cause too much commotion now.

"Ben, you okay?" Twilight kneel down to see if Ben was okay.

"Yeah..." Ben responded to get up, and when he did...look at the book Boris left. "What's this book anyway? Why a three-headed dog?" He asked Twilight about the deal with this book's picture of a dog with three heads.

"Oh, that's the book that talks about Cerberus; he guards the Gates of Tartarus." Twilight explained off in letting Ben know the contents of this book.

"The what gates?" Ben asked off in not knowing who or what gates Twilight was talking about.

"You see, he's responsible for guarding the gates & keeping the evil creatures within from escaping. If he wasn't there, the ancient evil creatures imprisoned there could escape & destroy Equestria." Twilight explained the details about Cerberus and what he does by guarding gates like a guard dog of prisoners. "My mom once said if you been very, very, very BAD, you'll end up in Tartarus with the rest of the bad & evil creatures." She stated a little thing her mother once said to her about being good or you'll end up in a bad place with bad people in it.

"Woah; they are that bad!" Ben yelped from hearing this, as it was very scary for him to hear about. "Gulp, do you think it's happening now?" He gulped in looking around nervously for any of those evil creatures spoken.

"Why?" Twilight raised an eyebrow in not following what Ben was afraid of now.

"Cause Boris is here and he's being just like those evil creatures from what you told me!" Ben exclaimed off in thinking Boris has escaped from Tartarus, and is gonna destroy everything.

"Hehe, I'm afraid that maybe Boris is 'too much' of a pain even for Tartarus to keep him at bay!" Twilight let off a cheeky giggle in finding Ben's subject of Boris too funny for words, it was humorist.

"Heh, yeah...I guess so." Ben suddenly calm down a bit in thinking, maybe it was silly to think Boris was someone that bad or should even be in such a place; even Tartarus might not want his bad attitude.

Soon the two laugh a bit while they continued to do some study time together.

------------

Ben sighs happily as he came home, the colt felt...good about being around Twilight, he has no idea why...or this wonderful feeling in this stomach.

Ben came into his mother's room. Celestia has just finished another session and retired to do some reading. The alicorn looks up and saw her son, especially the weird look on her face. She asks in concern, "Ben? Son, are you okay?"

"I...I don't know, mother..." Ben sighs while looking down a bit. "I feel weird...not weird as in sick...but whenever I am around Twilight, I felt good, like I wanted to protect her right back though I feel shy to do so...she is the most wonderful thing to happen to me and I don't know why..."

Celestia blinks a bit then laughs a bit, much to her son's confusion.

"Ben, I think I know what's wrong with you." Celestia said to Ben with a smile on her face.

"What, what is it?" Ben asks his mother in concern.

"It's what I suspected all along: you are in love."

Ben blushes a bit, asking, "L-l-love"?

"Yes, you are in love with Twilight." Celestia said with another smile. "Oh, son, I'm so proud."

"I mean...are you sure? I don't wanna sound..." Ben begins to say but his mother cuts him off.

"Let me ask you this: do you truly care for Twilight?" Celestia ask her son, expecting the right answer.

Ben pauses then truthfully say, "Yeah...I do. She was always there...Twilight is witty, nice...and..."

Celestia ask curiously, "Pretty?"

"Beautiful!" Ben exclaims, blushing making Celestia smiles. "I have never felt so much good around a filly before. I just wish I know how to express it."

"Well, show it in a big way, Ben." Celestia assures Ben with a happy smile. "You may never know unless you try...."

--------------

"And your grandmother was right." Ben explains to Nyx in the present as the story continues. "I have found one major way of expressing love to your mother and you would never believe what happened that day."

"What, what happened?" Phobos asks Ben curiously.

"Let him continue, Phobos." Twilight chuckles as the story continues onward.

-----------------------

It is getting closer to Hearts and Hooves Day. Ben smiles as he dug through the cabinets for some stuff. Cadance came in, noticing what her adopted cousin is doing.

"Ben? Why are you digging through the kitchen? The head chef doesn't like it when you do that." Cadance said to her cousin in concern.

"I am making a project for Twilight." Ben explains to Cadance with a grin. "I thought of making her an Equestrian angel."

"Oh, how thoughtful of you," Cadance said with a smile.

"But I may need some help. Can you help me?" Ben asks his cousin hopefully.

"Of course I can help." Cadance nodded in reply kindly.

The two ponies got to work. Cadance manages to get the blacksmiths of the Castle Forgery to let them use their stoves.

As Ben got some metal, Cadance spoke with Celestia who gently agrees to donate some jewels for the Hearts and Hooves cause.

The two ponies got to work on heating up some metal and jewels, using tongs to handle the heated ones with care. Ben put up some nice decorations and wrappings for the gentle parts.

Soon when all is said and done, the cousin stood in front of the Equestrian Angel, which looks like Twilight, except if she's grown up and an alicorn, halo, white robe and with jewels.

"Oh, I hope Twilight will love this." Ben said to Cadance with a triumphant smile. "You think she would look pretty as an alicorn like you and mommy are?"

"I'm sure she will, Ben.” Cadance replied with a nod.

"Nice, very nice; so what are you going to give to Shining for Hearts and Hooves Day?" Ben asks his cousin, making her blush a bit.

"Well...err...I'm sure that I will think of something." Cadance said with a kind smile. "Besides, I am hoping that he will make the first move."

"I wouldn't be surprised if you two get married someday." Ben chuckles a bit. "I would imagine you in a wedding dress that would make the ones for various royal weddings look so simple!"

This got Cadance to blush when her adopted cousin mentioned it.

"Of course, the problem is, if we do end up with the ponies we like, it would make the family relations a bit more awkward." Ben remarks with a slight chuckle.

"Now, Ben, in Equestria, that isn't a problem." Cadance explains to Ben with a slight chuckle. "Hay, Auntie Celestia has more than 1 mother while her adopted one is the Mag'ne."

"'Mag'ne'...yeah, mommy told me about her one time." Ben said thoughtfully as he recalls the stories of the Mag'ne and more, back when Equestria used to be called 'Ponyland'. "You think the Mag'ne will return someday?"

"Yes, she will, Ben." Cadance replied with a nod.

"I can't wait to meet her someday." Ben remarks excitedly. "I mean, meeting a creature that is...what do you call them again?"

"Human, and yes, it would be." Cadance said gently.

A while later, Ben put his gift to Twilight in a school bag, smiling. The filly would love this. He then looks at himself in a mirror then looks worried.

Ben recalls that his teacher says that the students must look their best together...and saw his appearance in the mirror. Boris and the students would laugh at him...and Twilight would feel so embarrassed.

A while later some more, Ben then heads into the bathroom with a razor that is used by the Royal Guards to trim their manes and coat. He hesitates a bit as he looks in another mirror.

"I will do this, for Twilight." Ben mumbles as he prepares to use the razor to help make himself look good.

-----------

The next day at school, it is Hearts and Hooves Days. The students had given their cards and gifts to one another. Boris grins as he gave a card to Twilight.

"Here you go, Twilight. A gift from me," Boris said to Twilight slyly.

"Uh, thanks." Twilight said, taking the card just to be polite. The filly doesn't like Boris but at least on Hearts and Hooves Day, she would at least try to tolerate him, right?

"Hey, you think the Earth nerd won't show up?" Boxco ask with a stupid laugh.

"Maybe if we're lucky, he won't. Who wants to give him a Hearts and Hooves gift anyway?" Dum-Dum remarks with a laugh with Boxco and Boris joining.

"Don't make fun of Ben that way!" Twilight snaps to the trio of bullies angrily.

"Yeah, don't make fun of Ben that way!" Boris snaps as he hits his goons on the head, pretending to be on Twilight's side.

"And don't pretend that you're defending Ben, Boris! He will come, I just know it!" Twilight remarks to Boris sternly.

"Has everypony got their gifts for Hearts and Hooves given?" The teacher asks with a smile. Most of the students said 'yeah'.

"I haven't." A familiar voice said meekly. The students turn around, seeing a familiar colt...with a bag over his head and is wearing some sort of black coat over himself; Ben hands the Equestrian angel to Twilight, saying, "Happy Hearts and Hooves Day, Twilight."

Some of the students chuckle. The teacher looks puzzled as she asks, "Mr. Mare? Why are you wearing a paper bag and a coat, especially in this weather?"

"Oh, I know! He's embarrassed by that pathetic gift." Boris sneers as the other students laugh at the angel that Ben made for Twilight.

"All right, all right, you guys! Lay off, will ya?" Twilight shouted angrily, having enough of hearing the students laugh at Ben.

"Mr. Mare? Mind taking the bag and coat off?" The teacher asks puzzled.

"Err, I rather not..." Ben said meekly.

"And why not," The teacher ask once more.

"I can't...please don't make me take them off." Ben said with a whimper. It's as if he has something to hide that the colt doesn't want everyone else to see.

"Aww, the wimp doesn't want to be seen with that gift." Boxco remarks with a laugh.

"Yeah, he must be shy like a yellow Pegasus pony whose can't fly." Dum-Dum said in agreement.

------------

Elsewhere, a filly Pegasus pony named Fluttershy yelps as she stood in one place. Her friend Rainbow Dash came by, looking puzzled as she asks, "Fluttershy? What's wrong?"

"I don't know...for some reason, I have a feeling that somepony is using me in a comparison on a colt somewhere." Fluttershy explains to Rainbow fearfully. "And it scares me somehow...."

-----------------

"Come on, there's no reason to be ashamed." The teacher said gently, trying to talk Ben into getting rid of the paper bag and coat.

"I don't have a good reason to be mane...err, to do so, sir." Ben explains to the teacher nervously. Boris smirks evilly as the colt continues, "I am not hiding anything."

"Oh, not hiding anything? How about NOW," Boris taunts as he uses his magic to quickly force the paper bag and coat off of Ben, spinning him around a bit.

When Ben stops, the students, especially Twilight, and the teacher look surprised as the colt's secret is revealed; Ben's coat and mane has been messed up, with parts being cut off. Apparently, the colt has an accident while trying to clean himself off with the razor.

"Look at the hack job!" Boris laughs; soon the students, minus a shocked Twilight, laughs cruelly at the sad Ben.

"Stop it, it's not nice to make fun of students." The teacher insists but couldn't resist giving out a chuckle as well. Ben looks down in sadness as Twilight looks at him in pity while giving an angry look to the laughing Boris.

Ben tries to speak, but kept on sobbing. The colt couldn't take it and shed tears as he gallops out of the classroom.

"Ben!" Twilight exclaims to Ben then turns to Boris furiously. "Look what you did now!!!"

"I know! It's hilarious!" Boris laughed cruelly.

Twilight groans as she rush after Ben while yelling, "Ben!"

Boxco and Dum-Dum laugh some more, but were cut off when Boris push them, knocking the two to the floor while laughing some more.

---------------

Twilight gallops out of the classroom, looking around in worry. She calls out, "Ben? Ben! Please come out! Ben?" The filly looks concerned. What if the colt has run away and she will never see him again?

Just then Twilight heard some sniffles and trots over to the source. She found it from her secret place and trots in. There's Ben, crying as he tries to cover his bad mane cut.

"Ben?" Twilight ask gently to Ben making him turn and see her.

"Go away...you will just laugh." Ben said sadly. He fears that the only filly that he himself likes would laugh at him, never to care for him.

"Not true, Ben. What Boris did was cruel. I wasn't laughing at your bad mane cut."

"I...I tried to look good...for you and everypony else. Oh, why must no one likes me?!"

Twilight, nodding in understanding, trots up to Ben, sitting down while saying, "Ben...I like you. I mean, you're practically the only friend I got here."

"What?" Ben ask, slowing down his crying as he looks surprised. Did the colt heard right, "But why? Boris wants you and..."

"Yeah, but believe me, I like books, I am kinda an egghead. Some ponies find me a bit odd. The only ponies that I am friends with are my brothers and Cadance my foalsitter. Yes, I hang with the students but sometimes I don't. Doesn't mean I'm friends with him. In fact, you're practically the first friend that I made."

"You think so?"

"I know." Twilight said softly as she nuzzles Ben, cheering him up. "To be honest, you are funny...but not in a cruel way. You look kinda...silly."

Ben pauses and looks at himself, chuckling softly, "Yeah...I do look silly to be honest. I should be laughing at myself for this; Ha ha ha ha."

"Yeah...oh, BTW..." Twilight said as she took out a familiar Equestrian Angel that the filly took on her way out. "I kept this...and I love it."

"You do?"

"Yes, and I got something for you."

Twilight smiles as she took something out from her own person: a very big heart with special sparkles and ribbons. On it are the words: 'To Ben. Please be my somepony today'. The colt blushes as he looks up to Twilight who smiles.

"Thanks." Ben said as he nuzzles Twilight a bit. "Perhaps...I should be less shy and be more active...like you sometimes."

"And I will be there, to help you out of your shell." Twilight giggles as she pokes Ben on the nose, "Beep!"

----------

Boris and his goons laugh as recess lets out a while later. Dum-Dum comments, "That was a good prank you pulled on the Earth pony, boss."

"Yeah, he must be feeling stupid after worth. More stupid than we are." Boxco said in agreement.

"Right, I betcha from now on..." Boris stops as he saw something that made him be more red than usual: there's Ben playing with Twilight, despite his bad haircut. "THAT SON OF A..."

"Oooh, he's busted." Boxco chuckles a bit as he and Dum-Dum follow Boris who trots over to the playing Ben and Twilight. This oughta be good.

"Earth filth!"

"Oh hey, Boris the Animal," Ben said, still a bit shy and worried but he felt courage with Twilight with him.

"It's just Boris!" Boris exclaims to Ben furiously.

"I don't get it, Boris. What's with the whole Boris the-" Dum-Dum begins to say but an angry Boris cuts him off.

"Don't you dare...finish that nickname, Dum-Dum!"

"I think it's got something to do with some animal like accident that happened with Boris." Boxco suggests to Dum-Dum with a shrug.

"Boris, get lost. Nothing you could or do will keep me from hanging with Ben." Twilight said to Ben with a smile. "You don't own me. You may have the students under your hooves...but I know you're a fraud and a creep who needs to be spanked for what you did."

"Hey, come on! It was funny!" Boris protests to Twilight furiously.

"So are clowns...and you know what? So are you; Hee hee hee!"

Twilight and Ben laughs a bit while both rush off from the fuming Boris, both of them exclaims, "Boris the Animal; Boris the Animal; Boris the Animal!"

Boris looks up to the sky, screaming at the top of his lungs, "Curses to one certain author for forever associating my name with that villain from Men in Black 3! Now, I'm gonna taunted for the rest of my life."

Dum-Dum looks confused as he turns to Boxco, asking, "Uh, who's the boss talkin' to, Boxco?"

Boxco shrugs while answering, "No idea, Dum-Dum."

"I swear this, Benjamin Mare. One day, I will make you rue the day you were born and I'll make you rue the day that you stole Twilight from me. This I promise...this I swear." Boris remarks darkly while he watch Ben plays with Twilight some, ignoring the looks from some of the students. "You won't be able to stick around Twilight forever, Ben. Even if it kills me in the end, I will see it done. You messed with the wrong Unicorn, so I'm gonna make sure that nopony ever finds you attractive at all. Watch your back, Ben...Watch...your...back!"

Author's Notes:

What a nice Hearts and Hooves Day, eh folks? In the next chapter, we get closer to the Summer Sun Celebration where Ben and Twilight watches Celestia raise the sun...and how the colt inspires his future filly friend to study magic. And when he finds out that Twilight is being enlisted to enter a certain school, things would end up good, right? Not if Boris has anything to say about it. Read, review and suggest.

Chapter 4: Twilght's Quest for Magic

"Looks like you did a good thing for Ben, sis." Shining comments as he, Twilight and Starlight helps out with the chores around the house. The filly was telling her brothers about what happened at school, especially the sweet parts.

"Yeah, I did." Twilight said with a smile. "I have a feeling that someday, Boris will land on his fat flank soon enough."

"Serve that jerk right." Starlight remarks while rolling his eyes. "I mean, a colt like Ben didn't deserve harassment. The Hearts and Hooves stuff is kinda icky."

"You are too young for romance, Starlight."

"Really; same goes for you, sis. Tell me, you must really like Ben." Shining said to Twilight with a slight smile, making her blush a bit.

"He's a nice colt and a good friend. Yes, he is shy and..." Twilight blushes as she saw her brothers chuckling at her. "Okay, okay, I won't fib any further! I like LIKE him as in..."

"Having a special somepony?"

"Does my silly sister has a thing for Ben?" Starlight ask her sister slyly.

Twilight giggles, nodding while saying, "Yeah...I guess there's something about him...made me feel like I wanted to be with him..."

"Hee hee; Twiley and Benny sitting in a tree...K-I-S-S-I-NG..."

"Okay, enough Starlight." Shining laughs as he noogle his little brother before letting go. "Twiley, I am proud that you have found your special somepony. Have you told him yet?"

"No, not yet," Twilight said to Shining with a blush. "Maybe someday..."

"Well, better hop to it, sis, or you may lose your chance forever."

"Right and try not to make me gag while you're at it." Starlight jokes at this. As a result, his siblings threw some pillows right at him, making the little colt laughs a bit.

--------------------

"You know, Ben, you should've got my help in grooming you. You would've been spared the embarrassment." Celestia said to Ben as she manages to use her magic to restore her son's coat, mane, etc. to normal. "There, if anyone asked, you used a magic potion, okay?"

"Wouldn't that be fibbing?" Ben asks his mother puzzled.

"Can you think of any other way to explain yourself restored coat and mane?"

"Good point, mommy."

"So...how did Twilight like it?" Celestia ask her son in approval as she throws the shreds of mane and coat into the trash. The princess is anxious to see if Twilight likes the Equestrian angel given to her.

"Twilight likes it. I can imagine her being an alicorn right now. Wouldn't that be great?" Ben asks his adopted, making Celestia smile while looking thoughtfully.

"Yes, it would be. You must really like her."

"Yeah, despite Boris trying to keep me away from her; I need to somehow stand up to that creep someday...and conquer my shyness."

"I know if you look deep within yourself, Ben, you will find the courage needed." Celestia said while nuzzling her son. Ben smiles. Besides Twilight, his mother is the best pony for him to have in his life right now.

Ben hopes that someday, he will never separate from her...unless it's to move out and start a life of his own, but the colt will always keep in touch with Celestia, right?

-----------

The scene opens up in the hallway sometime later, where Ben Mare was walking alone carrying his bag. He was off to another of his classes, when...somepony stuck a hoof out and made him trip and fall on his front.

"Hay Benny; how was your trip?" Boris cruelly remark to the guy.

"Yeah, did you have a nice fall?" Boxco remarked off to say.

"Yeah, it was funny than a surprise can of bumps!" Dum Dum pointed out to say this.

"That's can of worms, you dolt!" Boris snapped to scold the idiot for not saying that sentence right.

"Boris, why do you guys always do this same routine?" Ben asked off annoyed to be going through this.

"Well, you can't say that was intentional, you just happened to pass over without knowing I stick my hoof out?" Boris shrugs off to give his excuse here. "But I digress; you're about the second Earth filth I like to toy around at times." He made a sly smirk in stating this matter on messing with Ben here.

"Second?" Ben responded confused, who was Boris's first victim of being picked on?

"Right, the other pony is Hoboken Joe." Boxco stated in recalling who the other pony they make fun of is.

"That janitor guy right over there," Dum Dum stated to point off where the other pony is.

True to words, there was an Earth stallion in his 20s to 30s with brown coat, gray short mane & long tail, plus a little side burns of his in-grown beard, & blue eyes. He seemed to be wearing cloths most matching that of a hobo; even his Cutie Mark was a cross between an apple & some cleaning & workmen equipment. The guy was just working on the floor by mopping. He was clearly a janitor for the school that the fillies & colts are attending to.

"While he maybe an adult, we still get a few good laughs from the fool!" Boris makes a wise crack in how they like to tease this janitor.

"Hay, you shouldn't be mean to him, it's bad enough how much I feel hurt when you keep picking on me!" Ben protest in seeing Boris was being mean to someone else right before his eyes.

"Wow, you sure grew a conscience." Boxco responded stump to hear that from Ben.

"Yeah, he actually cares for a janitor." Dum Dum responded in finding this hard to believe.

"Maybe you both belong together; you both are dirt and try to clean it for us upper class ponies." Boris remarked off in saying Ben is like the janitor, they are both in the job of dirt & make things clean for the higher class of ponies.

As these bullies were laughing & Ben was feeling a little upset by this act...it was soon cut off.

"'Scuse me fellas," A voice interrupts the colts in being the janitor, Hoboken Joe with an accent of a Red-Neck in getting their attention. "But did any of you's leave this somewhere?" He showed to the colts’ eyes, a pretty blue gem stone, sparkling so...beautifully. "I found this here priceless gem stone in the middle of my mopping floors, & saw you all to think…does it belong to yah?" He was asking if anypony was the owner of this priceless gem.

"Actually, it's not..." Ben was cut from saying that it wasn't theirs by the bullies.

"Mine!" Dum Dum shouted to stood as the owner.

"No, mine," Boxco pushed his pal over to make claim of the gem.

"Dolts, you clearly forgotten, I lost that, so it's mine!" Boris snapped to lie to his goons that wherever this gem came from, he'll take claims of it. "Thanks for returning this to me; I'll take it from here." He snatched the gem from Hoboken without any resistance.

And without a word, Boris left with his 'so-called' gem while his goons followed leaving only Ben with the janitor as if they were ghost that were not even cared about by the snobby unicorn colt,

"Sir, they were lying, it wasn't theirs to begin with." Ben tried to let this stallion know that he was tricked by Boris' lie.

"Oh I know that, but they don't." Hoboken Joe made a sly smile in stating that he knew about the lie, but kept it from Boris's group.

"Hugh?" Ben responded puzzled, what did this guy mean?

"You see, that was a Fool's Gem, they may look & seem like they are real. But watch." Hoboken explained while having another gem just like what Boris took, but... "Crack,” He broke it in two, and the instead showed the minerals of a rock. "They're false from the inside even Dragons throw those things up like bad tastes in their mouths." He explained the matter that even Dragons don't like the taste of Fool's Gem, they don't taste right ‘cause they aren't the quality real stuff.

"Wow!" Ben responded amazed to learn of such a thing.

"So you must be the Earth pony, Ben, the colt with a last name of Mare and shaved him something silly on appearance. Hehe," Hoboken Joe turned his attention to Ben, knowing a little about this colt from being an Earth pony & then some.

Ben seem hesitated to respond from both his last name was funny plus about the recent razor situation he had that made him a laughing stock in class.

"Oh now don't feel sad, I'm laughing at myself than at you. Your name is probably better than what I usually go by as a nickname." Hoboken spoke in trying to cheer Ben up that he wasn't laughing at the colt, but in pointing at himself instead.

"Really, what's that?" Ben's curious eyes glued to the janitor, what was worse than being labeled a mare that Hoboken got a nickname that was much different?

"Hobo Joe, that's what a couple of snob stallions call me." Hoboken responded that from his look, rich ponies see him as a hobo on the street. "I work as a volunteer for the task 'too' dirty to get clean themselves and cause I'm expendable since I don't live in any homes other than in the gutter alleys." Hoboken explained about his situation, job life and where he's living.

"Whah...that's horrible!" Ben responded in utter disbelief, a nice stallion was living out on the streets without a home & nobody was caring to help. "If you have such a problem, why are you working & letting those colts make fun of you?" He asked off in why this pony has to live life so harshly.

"’Cause it doesn't matter," Hoboken responded, much to Ben's confusion. "I live my own policy! Ever hear of 'Sticks & Stones, may Bust my Bones, but Words will Never hurt me' nursery rhyme?" He stated in explaining something to the young colt here.

"Can't say I have," Ben shrugs off his shoulders in never coming across that nursery rhyme till now.

"It means that no matter what folks do to you, you shouldn't let what they say badly about yah get to you." Hoboken exclaimed the meaning behind the nursery rhyme itself. "Heck, I've lived through worst & I always look for the positive things in life just ahead of me." He stated that even through terrible situations, he has to overcome them. "After all, some folks are lucky while some ain't, but do I let that stop me? Nope! I just gotta keep my fate & look for a brighter future." From the sounds of it, this janitor was very tough to make a stand.

"Wow; that is something else." Ben responded in feeling so 'awe' by a janitor Earth pony's words.

"Yep, but tell me, word I hear around here...is you's got a filly interested in you. Am I right?" Hoboken nods while giving a smile in now asking something of Ben with Twilight Sparkle now.

"Well...yeah...and we are good friends. But..." Ben nods nervously in agreeing to that term, and he was about to mention something else, however...

"Shoot, but nothing, if she be that special of a pony, then you's got to not let technical things get in your way. Now take a look at me and what do you see?" Hoboken knows that Ben was nervous about admitting about being in love & if he wants to keep it, so this guy wants to have the colt describe him suddenly.

"Um..." Ben looked to Hoboken Joe, but to say what he thinks would be rude, however...

"Be honest, a hobo janitor, no need to feel like hurting my feelings." Hoboken cut Ben off in seeing the nice colt didn't wanna hurt his feelings. "But let me tell you something, what would you say that I got me special pony too and she's WAY outta my league?" He stated about having a pony that's very dear to him too, and was someone that he has no chance getting.

"Who's that?" Ben asked in being curious about now.

"You know that art teacher unicorn with the cheery coat & orange mane with the pretty lemon yellow eyes? Also got that Cutie Mark of a board with a paintbrush making paint globs." Hoboken explained off to describe the mare that Ben was sure to know.

"Miss Mona Crafts?" Ben responded in knowing instantly, who the janitor was referring to? "Our fun art teacher who's love for art & creativity is noted by Canterlot?" Ben knows that the mare is very popular, even in Canterlot, is that who Hoboken was stating in his explain; really?

"Yep, what you say if when I cleaned up something that somepony label as 'junk', and wanted me to throw away? But instead, I kept it ‘ause I thought it was a swell piece of work that some little pony made." Hoboken responded off before telling a story about what happened one eventful day. "But when I come to the class for the daily round, I find Miss Mono depressed, the room a mess, saying she lost something darn important to her that a colleague threw away!" The janitor pony exclaimed the stuff that was sounding very exciting to hear.

"Wha…what happened?" Ben asked with suspense, whatever did this guy do?

"Well I showed the object and she jumped for joy, cause that there was her first artwork as a filly! She treasured it ‘cause her folks said it was her best work she ever did made. And used it for inspiration for teaching other ponies of young age," Hoboken explained with a smile in what happened there afterwards. "I told her that I found it stunning & believed nothing 'that' good belongs in the trash, but within today, not a lot of other fellas see that. And then...a spark happened." He stated that last part off about a 'spark' moment that occurred.

"Really," Ben asked with curiosity, what did this mean, did his teacher & janitor...fall in love?

"Yep, she's always watched how I've been mistreated all the time at work or outside, & no matter the deed, I never let it wound me. It was something she felt...connected, and shot, guess I felt the same." Hoboken explained off about his situation and how Mona Crafts felt something for him. "And she's even thinking to help give me a better life than being the gutter in Canterlot and not some low class Earth pony. Why heck, she wouldn't care about married to somepony like me or how others think, love is not something that comes with appearance, but from the gut." From what he said in this part, it sounds like nopony in Canterlot would stop a big celeb from marrying someone with no class at all.

"Woah; that's all amazing," Ben responded with a smile; that was an amazing story to hear.

"So the lesson in my story is this; don't be afraid of what others think and keep trying to get by & then something good will come your way. Heck, even love isn't impossible." Hoboken Joe smiled in seeing that with Ben, he needs to know that nothing should stop him, not even be stopped from falling in love.

"Gee mister Hoboken, that's some helpful advice, I wish I could help you." Ben responded in being thankful and now he wished to help Hoboken Joe not be such a pushover guy by other bullies around here.

"Well son, I know it's hard for me but you's got a future to build with lots of time, unless of course, you got a way I can work directly in the castle for the princess & be honored, 'Honorary Task Voluntary', then I could laugh myself for joy from here to Manehattan!" Hoboken shrug off his shoulders in thinking, if Ben had connections, get him a job at the castle, like that could be the day, but if it were, he be mighty happy. "Otherwise, it's not how you look that be the point, but its inside you's got to keep strong & never lose yourself, you's hear?" He points to Ben's chest, telling him to not let looks he has keeps him from showing others the real Ben Mare on the inside.

"Yes sir!" Ben nods with a smile, he likes this stallion, he doesn't really know who Ben is but he's treating him like a pony should in helping a colt get through life.

"Good, no mossy along now, these floors ain't gonna clean themselves. Do-dodododoo..." Hoboken Joe nods with a smile before waving his hoof for the little colt to step aside as he sings a little song to himself while cleaning the floors.

As Hoboken Joe continues to clean, Ben Mare looks to him with a little appreciated smile this guy gave him. He lived through terrible things but never lets it keep him down and move forward, maybe this was an Earth Pony to help another like Ben gest over difficult challenges in his life in school, with Boris's bully gang, and his feelings for Twilight.

"Maybe I can talk Twilight's brother Shining to give Hoboken Joe that dream job he's always wanted, if not...maybe mom might." Ben spoke of in thinking about helping the patient Earth stallion live out his dreams after all, he's been good & should be rewarded for that.

---------

Now present time where the story is being told.

"Scuse me," Suddenly, entering Twilight & Ben's story in front of an audience was...Hoboken Joe. Only his side burns had some white to them, since the years he was when Twilight & Ben were younger. "Whoops, sorry, was I interrupting something?" He yelped in seeing something was going on and he was just preparing to do some cleaning work.

"Nah, it's okay Hoboken Joe, we're just telling a story about our days as fillies & colts in school." Ben waved off in seeing there was nothing wrong with the guy being here, they were telling a story is all.

"Shot, that's a nice one, whelp, better get going now." Hoboken Joe waved off cheery in knowing what story Ben's on about, when he was a colt & he was there at the time, just before he turned to leave & come back later.

"Wait, so that was..." Spike suddenly noticed the pony that was here, and then left...was...

"That Hobo guy you told us? What's he doing here?" Phobos responded off in not getting how a hobo from the story is inside the library.

"Come on guys, we've seen Hoboken Joe from time to time. But here's the answer you want." Ben responded that these two Dragons have completely forgotten what's going on to their present moment. "Turns out I helped the guy got his dream after all & then some." Ben stated the forward answer about helping Hoboken Joe during his rough days when he was a colt at the time. "Mom lend him to the library from Canterlot Castle for a while. For while, he wasn't seen as important but he was important in teaching me something that helped me during my harder times in life." Ben rested his left hoof on his chest, feeling that some of that hobo's lessons he told him, helped a lot during his periods, both school...and the Demon Pony thing even if some ponies don't know about it.

"Gosh daddy, this is all so exciting to hear!" Nyx had almost jumped for joy; this was really starting to get her attention.

"And here's the next part in what happened next." Twilight issued off in about to tell what happened in the next part of their story of the past.

---------------------

Later that day, Ben was talking with his mother Celestia once again.

"Mommy, there's something I wanted to ask you..." Ben said to Celestia hopefully.

"Yes, go ahead, son." Celestia said as she looks at some bills, mostly about dealing with railroad plans to build from a place called Ponyville to another called Appleloosa. "I am all ears."

Ben pauses, wanting to figure out what to say. Celestia eyes him then ask, "Well, Ben? Go ahead."

Ben breathes in and out then asked, "When the Summer Sun Celebration comes up, can I attend it in the crowd with Twilight?"

Celestia looks surprised. This is a first. Normally, her son would be hidden whenever he wants to see her raise the sun, every Summer Sun Celebration.

Celestia smiles while saying, "I see. You wish to be with Twilight."

"Yeah," Ben said, rubbing his hooves together. "I know she would want to be there and...well...I don't want her to be alone while doing so."

"Well, then, of course you can attend." Celestia said kindly with a nod.

"Great!" Ben laughs as he jumps up and down, bucking as if in a rodeo. Celestia couldn't help but laugh. This reminds her of herself when she was a little filly. "I can't wait to tell Twilight this."

"I'm sure she would be happy to hear that you would be attending." Celestia said with a smile.

"Oh, I think I also made a new friend." Ben said to Celestia, adding how he made a new friend today.

"Oh, how wonderful," Celestia exclaimed happily, "Who might that friend be?"

"His name is Hoboken Joe, a janitor at my school, nickname Hobo Joe." Ben explains to his mother. "He is like me, being treated like dirt, but he never lets it keep him down and move forward. The Earth pony got through some tough challenges in his life and I betcha he can help me do the same thing, too!"

"That's good to hear, Ben." Celestia said with a smile.

"And, well...I don't wanna sound sudden and I don't know if you could do this or not...but if there's any chance, in the future, that he can work directly in the castle and be honored 'Honorary Task Voluntary?" Ben ask his mother meekly. "I mean, not right now but when the time comes. He helped me and I felt like I should help him back."

"You are absolutely right, Ben." Celestia said with a nod, "I will make him a part of the castle staff and work here."

"Thanks." Ben said with a smile. "When the time does come, don't tell him before then. I want it to be a surprise."

"Oh, I'm sure your new friend will be happy for what you did for him." Celestia said with a smile.

--------------

"Cheese," The students exclaims as a picture is taken in a time later on; It's graduation day as students sat together...all but Ben who sat by himself.

As the students got up and did some talking, Twilight trots up to Ben, asking, "Why didn't you sit near me?"

"Because Boris took my seat and pushes me away." Ben explains in concern. "I'm still trying to get use to trying to be assertive."

Twilight sighed in annoyance at this as she said, "Typical Boris the Animal behavior."

"Tell me about it. I mean, if he's the Animal, what does that makes his stooges?" Ben asks Twilight with a frown.

"His Animal Friends," Twilight remarks, smirking as she did a little joke.

The two foals giggled at that.

"Anyway, you up for a trip to the donut shop? My brother is planning a party to celebrate." Twilight said to Ben happily.

"You read my mind, Twiley." Ben chuckles a bit as he and Twilight left. "Let's find your big brother and get going."

As the two leave, Boris fumes at this. No matter how many tries, that colt is still with his filly.

"I will find a way to deal with that freak soon enough." Boris mumbles to himself furiously.

------------------------------------------------------

At the donut shop, it was on Shining who bought donuts to celebrate his sister's graduations, along with his own. He also got a big surprise for everyone.

"So you're Starlight?" Ben ask Starlight, meeting Twilight's little colt brother. He has seen him a few times before but never spoke to him in person.

"Right, you're that colt that my sis won't shut up about." Starlight remarks, making Twilight blush a bit.

"Starlight," Twilight scolded as she blushed.

"What? Come on, it's true. You always told me how cute Ben was and how much you wanted to..." Starlight began to say, but her sister covered his mouth.

"Starlight, no more romance novels for you," Twilight said sheepishly, making Ben blush a bit.

"All right, everyone, attention, attention, please!" Shining called out, getting the others' attention. "As you know, I have recently graduated and so did Twilight from her own grade."

The guests cheer on with Twilight smiling proudly.

"Thank you. And I got an announcement to make that will change my life." Shining said with a smile.

"I thought you weren't ready to marry Cadance yet!" A friend jokes, making the others laugh as Shining and Cadance blush at this.

"No, no, that isn't it." Shining said with a slight chuckle. "What my announcement is is this: I had recently sent in an application to the academy for the Royal Guards...and I was accepted!"

This got the guests cheering, especially an excited Twilight and Starlight.

"Thanks, so I hope to be in the patrol someday very soon." Shining remarked with a chuckle.

"Hey, maybe someday, you would be the captain!" Another friend cheers out to Shining excitedly.

"Yeah, wouldn't that be good?" Shining ask with a smile as Cadance smiles.

"Wow, wouldn't it be awesome if that were to happen?" Ben ask Twilight with a smile.

"Yeah, it would be." Twilight said with a giggle. It would be great if her own big brother were to make captain of the guards someday.

-----------------------------------------

"Yeah, we had a great graduation party on that day." Ben said with a sigh back in the present. "And believe me, we were amazingly corrected when your uncle did became captain of the Royal Guards."

"Wow." Nyx said with a smile. "So..."

"Then came the day of the Summer Sun Celebration," Twilight said, recalling that event once more.

----------------------

The Summer Sun Celebration has come at last and the ponies of Canterlot are of course there to watch the ruler Celestia raise the sun. Twilight moves up front to get a good look at the event.

"Twilight, you made it!" A familiar voice spoke up. Twilight smiles as she saw Ben nearby, wearing some sort of cloak.

"Ben! I'm glad to see you here, too!" Twilight giggles in delight. "Why are you wearing a cloak?"

"To keep Boris and his goons from seeing me with you, what else," Ben points out in concern. Even being near Twilight would mean Boris will get an excuse to want to hurt the poor Earth pony. Well, still, the purple unicorn refuses to let that creep hurt Ben...not again or ever.

"Well, don't you worry, Ben," Twilight said, "There's no way I'll let that conceited jerk get you this time."

"Thank you, Twilight." The brown earth pony said with a smile, "You're the best friend I ever met."

"And...you're my best friend, too..." Twilight said with a blush. She smiles, noticing that Ben is blushing, while trying to hide it. It makes one wonder if these two ponies really do like one another.

The two friends watch in awe with the others in the crowd as the event occurred; Celestia arrived and raised the sun like she always does every morning or at this great celebration.

"Wow!" Ben exclaimed in amazement as the crowd cheered and applauded.

-----------------------------

A while later, after the celebration was over, the ponies head on home. Twilight and Ben were hanging out while the unicorn said, "Amazing. Celestia was able to do that...with magic even."

"I can imagine that she always has that power." Ben chuckles to Twilight a bit.

"Perhaps...I should do some magic myself. I mean, I am a unicorn and if I practice hard enough..." Twilight said in thought. Who knows? If she studies and practice magic, maybe someday, she will be as good as Celestia herself...or close to her, anyway.

Ben smiles, putting one arm around Twilight while saying, "Twilight, you should go for it. You dreamt of being a great magic user likes Celestia, right? You told me one time. I say again, you should go for it. If you tried your best, you will do fine.

"You're right! I'll do it!" Twilight said eagerly with a smile, "I'll study and practice magic! I'll be like Celestia!" Then she hugged Ben joyfully as she said, "Oh, Ben, thank you so much!"

"You're welcome..." Ben said while hugging Twilight right back. He then let go and gave a weird wave to her. "Well...I gotta go home now. See ya later, Twi."

Twilight wave right back before smiling as Ben departs. She always wonder what's feel so right about being with him. Could it be that Twilight has found him: her special somepony?

And her teasing her big brother who hangs with her foalsitter Cadance was funny enough!

---------------

Twilight's parents were busy with their reading after coming back from the Summer Sun Celebration hours earlier. They saw Twilight trotting in with some books.

"Preparing on doing some summer reading, Twilight?" Night Light asks her daughter with a smile.

"More than that, daddy. I wanna do something this year." Twilight said with a smile. "I wanna learn and do magic!"

"Really," Twilight Velvet asks Twilight with an interested smile. "What made you interested in doing so?"

"Ben suggests it...and well, I wanted so much to be like the princess." Twilight said with a slight blush on her face. "I will be in my room, so...can I not be disturbed so I can practice in private?"

"Of course we'll let you study alone, dear." Night Light replied with a nod.

Twilight nods as she heads upstairs. The parents watch her head upstairs. Twilight Velvet smiles proudly as she said, "Our daughter is growing up. She has a special somepony and is showing a special interest in magic."

"Yes. Perhaps we should watch her sometime. If our daughter gets good at it, we may send an application for her to the Princess Celestia's School for Gifted Unicorns." Night Light said in agreement.

"Yes, it would be wonderful if both our children made it to the special schools." Twilight Velvet said with a nod. "Shining already made it into the Royal Guards Academy. Maybe our daughter will make it into the gifted Unicorns one."

"Now if only Starlight would be as interested as his brother and sister."

---------------

Weeks went by. Twilight spend most of it in her room, studying and practicing magic. The mare has a bit of problems at first but she overcomes them with success. Night Light and Twilight Velvet would check in often and see how their daughter is doing.

"Twilight is doing very well...she could be the next Celestia." Twilight Velvet said with a proud look on her face.

"Or be better like our son." Night Light said, getting a thoughtful look on his face. "Perhaps...do you think?"

"Yes, we should enroll her in Princess Celestia's School for Gifted Unicorns."

"Our daughter would want that. I will pick up an application for her tomorrow."

--------------------------

The next day, Celestia was checking on applications, seeing which unicorns are edible for her school. So far, there are some positive candidates.

Celestia was about to take a break when one application caught her eye. The princess picks it up and smiles as she saw the name on it 'Twilight Sparkle'. That's the name of Ben's friend.

"Twilight Sparkle...yes, she seems like a perfect candidate." Celestia said with a thoughtful look. Ben has told her a few times before how the filly has been practicing magic, even doing some that would've been difficult for a normal filly unicorn.

Perhaps...could Twilight be the one? Would she be the one to hold one of the Elements of Harmony...and free Luna from her darkness that is called Nightmare Moon? And if that's the case, who knows? Twilight may someday be...

"I must see for myself if my hunch is indeed correct." Celestia said with a chuckle. The princess then put an approved on the application. She plans on sending it back to Sir Spell Nexus so that he will send it back to the Sparkles.

Yes, who knows? If all goes well, Celestia will finally be satisfied enough to reveal Ben's connection to her...and maybe that long waited secret that the alicorn princess kept to herself all these years, involving her son.

-------------------

The next day, Twilight smiles as she was successful in her levitating. This is perfect, the mare took a few hours but she manages to do this. Ben would be so proud of her for doing so. Maybe Twilight would get the princess's attention.

"Twilight," Night Light calls as he and Twilight Velvet trots into the room, with proud looks on their faces. "I see that you are doing well."

"Yeah, daddy," Twilight giggles a bit. She notices that her father pulling something from behind his back: a document marked with a blue ribbon and a red check mark. The filly trots over in curiosity. "What do you got there?"

"Your mother and I did some thinking...we decided that it's time to enroll you in the Celestia's School for Gifted Unicorns...and guess what? They approved!'

Twilight looks at the document then smiles eagerly, making her jump and buck. It's a dream come true! The filly is going to be accepted in a school that is founded by Celestia herself!

"Oh, thank you, thank you; thank you!" Twilight exclaims as she dances around her partners. "Oh, I can't wait to tell the other students about this, especially Ben! They would love to hear about this!'

"Oh, I know that they would, especially Ben." Twilight Velvet said proudly to her daughter as she hugs her. "You have been practicing this whole time...and we will be there to support you once you arrive."

Twilight smiles, with her eyes shined. It's a dream come true!

----------------

Ben sat on a log at the local playground, reading his book while waiting for Twilight, his only friend at the school, to arrive. The other foals don't seem to want to hang with the poor colt, mostly because of worrying of Boris's reprisal.

"Hey Ben Nerd," Boris calls out; Ben glances up to see the mean stallion, Boxco and Dum-Dum coming up to him. Oh, not again.

"Guys, come on." Ben said to the bullies with a frown. "I don't want any trouble from you. Twilight and I are just friends really."

"Relax, Ben. We aren't here to harm, just to talk. I got some interesting news."

"What kind of news?"

"What, haven't ya heard?" Boxco ask Ben with a chuckle. "Twilight's parents are enrolling her in Celestia's School for Gifted Unicorns. If she gets in, our good filly friend is going to be studying under Princess Celestia herself!"

"Yeah, wouldn't that be cool?" Dum-Dum asks with a stupid nod.

"Oh, yeah, I know. Twilight told me herself. I hope she gets in. An unicorn like her deserves that great honor as well as a chance to continue her dream." Ben said with a smile. He hopes that Twilight makes it into that school.

But then, Boris and his goons laugh cruelly, much to Ben's concern as he asks, "Err, what's your problem? Is there something's funny, guys?""

"Oh yeah, we find it funny that you would hope she gets in when it's obvious that you two won't hang around any longer." Dum-Dum remarks in amusement.

"Ben, face it. That school only lets in unicorns, not Pegasi or Earth ponies. If or when Twilight does make it, she will be too busy studying or hanging with unicorns to even be with you." Boris remarks with a sneer, making Ben shocked, "May as well face it. You won't see her ever again because Twilight will be with her own kind."

"But...But Twilight will be my friend and still have time for me, right?" Ben ask in worry. He doesn't want to believe that Twilight will never have to be friends with him. "After all, she's the one who kept me safe and she is my friend. And..."

"Wake up, Earth pony filth! You think Twilight Sparkle hangs with you because she likes you? The only reason why that filly wants to in the first place is because she felt sorry for you! I always picked on those that Twilight will not want me to pick on! You're the first one whom she even bothered to want to deal with and couldn't bear to see me continue my favorite past time any longer!"

"Yeah Ben Mare, wake up!" Boxco teases as Ben is getting close to shedding out tears. "Twilight couldn't stand to let Boris continues tormenting the new kid. Why, I betcha she just hangs with you until she has no use for ya!"

"But...but..." Ben protests yet he close to crying. It can't be true. Twilight couldn't just be his good friend out of pity? Could it?

"Bah! Just comes to show, unicorns are always better than Earth ponies and if they were to even hang with Earth ponies, it's just to use them for their own needs." Boris remarks with a cruel laugh. "And that's exactly how Twilight likes it."

Ben couldn't take it anymore. He gallops off, crying while his bullies laugh cruelly. Yes, a simple lie or an exaggerated one is enough to make anypony go off crying. But at least Boris had made it so that Ben will doubt that Twilight even likes him at all.

"Boris!" An angry yell is heard as a zap hits near the three bullies. They saw an angry Twilight growling as she gallops past them and heads after Ben. "Wait until I tell Shining!"

The goons look worried but Boris doesn't seem to mind getting the hoof by Shining Armor. At least hopefully Ben would never want to be friends with Twilight Sparkle again. The filly is as good as Boris's.

--------------------------------------------------------------------------------

Ben sobs as he stood behind a fence while sitting on his hunches. The poor colt thought that Twilight was his good friend...whom he's beginning to like more than just a friend. But could it be true? Does Twilight only being his friend out of pity and not kindness...or love?

"Ben..." Ben stops his sobbing as he saw Twilight coming to him, looking in sadness. "Look, don't let Boris get to you. Whatever he said isn't true."

"But...but when you get into Celestia's school, I won't see you again." Ben said with a sad sniff. "I mean, that place is for unicorns only. You will be too busy studying, hanging with other unicorns or anything at that school to even still be friends with me..."

"Ben, that's not true. Celestia loves all the ponies. She will be sure that the unicorns of her school will be friends with the Pegasi or the Earth ponies. I promise, should I ever get in, that I will do my best to still be your friend and do what we always do."

"Is it true...did you only became friends with me in the first place...because you felt sorry for me?"

Twilight pauses to think. She has no idea why she herself wanted to protect Ben from Boris or to be friends with the Earth pony. Could it be pity? No, Twilight refuses to believe that. Something inside her told her that it's more than pity. Something made her...want to be with Ben that day and even now; like she wants to be...his special somepony.

"I don't know what made me want to be your friend that day, Ben. But I do know this: I am your true friend, I care for you and will always be there to help you and keep you safe." Twilight said gently. "Boris was just being a jealous jerk. No matter what happens and if I would never see you outside of Celestia's school should I make it, I am still your friend and will always be."

Ben sniffs a bit then smiles softly. Perhaps Twilight is right. After all, what does Boris know anyway? Twilight will find a way to hang with him and still be his friend. And who knows what will happen from there? Inside Ben, he knows that deep down that the unicorn truly cares for him.

"Listen, I got something for you." Twilight said as she took out what appears to be a red collar from her saddlebag. The purple unicorn manages to get the thing around Ben's neck while smiling softly. "There, no matter what happens, I will always be with you."

Twilight smiles again. She prepares to head on home as Ben did some thinking, then smiles in determination. It's now or never. He got a question that he himself always wanted to ask her; Best to do so in case that Ben may or may not see Twilight ir or once she does get into that school.

"Twilight," Ben calls out, making Twilight stop to look at him as the colt is shuffling his hooves. "Listen, wherever or not you do make it in, I wanted to know: will you be my friend still...or will you be...my special somepony?"

Twilight blushes eagerly and happily. She already knew her answer: the filly more than likes Ben Mare. The unicorn couldn't believe it but she herself realizes the truth...

"Tell you what: right after what happens at Celestia's School tomorrow, I will give you my answer. I promise." Twilight said joyfully as she hugs the colt and heads on. Ben smiles in hope, he can't wait to hear what answer that his friend will give him tomorrow...

Unknown to the two ponies, three familiar bullies are listening in from behind a fence nearby, Boris was at the top of it, glaring as he stood on Boxco and Dum-Dum who have to stand on each other's back so that their boss will see.

"Of course, I should've known." Boris scowls as he jumps off Boxco and Dum-Dum, the last two fell to the ground. "Twilight Sparkle always preferred Ben Mare...she always did. I'm losing out to an Earth pony of all things!"

"Well, tough luck, eh boss?" Boxco ask Boris as he and Dum-Dum got up from the ground.

"Come on, I betcha there are more fillies out there who would want you." Dum-Dum said with a shrug, trying to show Boris the bright side of this loss.

"No! Twilight is destined to be mine and I am not going to let that Earth pony filth take what's rightfully so!" Boris snaps to his minions sternly. He will do anything to get what he himself wants.

Even if Boris must perform illegal means to do so...

Author's Notes:

Twilight has been accepted to Celestia's School for Gifted Unicorns...but what is Boris up to? Yeah, right. Like you all don't know; Time for the next and final chapter as we see Twilight's entrance exam, the sonic rainboom that helps her, Ben Mare turning into a Demon Pony and his self-imposing exile. It all ends here so read, review and suggest.

Hoboken "Hobo" Joe is not only an OC VISION-KING made up just now, but he's kinda a reference to the Muppets Film of 2011. When Fozzie pointed about a Hobo Joe in the audience and the idea suddenly came to him...if there was some kind of Pony hobo, heh, we could almost make a few laughs with the idea. (Especially in present day story usage, who knows?)

The Mona Crafts OC is something just made up. You might say that VISION-KING used the ideal subject of showing young Ben about something to give him the courage to perform something that even a none special Earth Pony like him shouldn't be afraid to say his mind of a popular pretty filly like Twilight despite their type class of the society chart.

Chapter 5: The Big Moments

Ben arrives home soon after, smiling eagerly. He hopes that the answer that Twilight gives him is the one that the colt wanted. Still, even if that isn't the case now, Ben can wait, right?

Ben pauses, wanting some sort of gift to show his love at last. True, Twilight loves that Equestrian angel that she gave him but the colt felt like another gift in order would feel make things...simple.

Ben decides on asking his mother for any advice. Perhaps she may give him something that Twilight would like.

----------------

In the treasury, Celestia and Ben enter, the son looked around while asking, "Mommy, you think we will find something for Twilight in here?

"Of course; and I believe I know the right one." Celestia said with a grin. Using her magic, she made a necklace float over. "This necklace has been in this treasury for years. According to legends, this necklace represents true love."

"Whoa..." Ben said as Celestia gave the necklace to him. "What is it?"

"To be honest, I don't know but I felt some special magic coming from it. Perhaps someday its name and meaning will come." Celestia admitted to her son thoughtfully.

"Thanks, mommy; Twilight will love it...I hope. You think she will once the exam is over?" Ben asked his mother curiously while putting the necklace into a saddlebag that he's wearing.

Celestia nuzzled her son while saying, "I know so. But no matter what you get there, Twilight will still be your friend...or maybe something more."

"Yeah. You think Twilight would do good at her exam?"

"That depends. Those judges that worked for me select certain exams at random at times. I wouldn't be surprised if they give her the hardest one yet. I just hope Twilight would beat the impossible odds."

"Yeah, same here...at least, it shouldn't be anything...unnatural." Ben remarks in agreement while shrugging at this. Hopefully the exam that is given to Twilight wouldn't be too hard or the filly's dreams may get crushed.

Ben knows the perfect location to put the necklace in a secret place that he has made in his room, which is found in a wall that can be pushed aside to reveal the place. The colt later put the necklace itself in a box with a tag on it that say 'To: Twilight Sparkle. From: Ben Mare'.

Even if Twilight doesn't pass her exam, Ben can at least give her something to cheer the filly up.

------------------

"Getting nervous, Twiley?" Shining ask his sister with a smile as the filly prepares herself for her big day, one that could change her life forever (unknown to Twilight at the time).

"A bit," Twilight said in concern. "What if they want me to pass an entrance exam? What if I failed?"

"Whoa, whoa, Twiley, calm down. They wouldn't give you something difficult that will assure that you fail big time, right? Trust me, as your big brother, I have confidence that you would proceed."

"Yeah...maybe you're right. Shining...did I tell you about what I talked with Ben earlier?"

"No, what is it?" Shining ask Twilight curiously.

"Well, he wanted me to answer a question: if I would be his special somepony or not?" Twilight ask, with a blush on her face. Shining grins, the big brother has gotten his answer already.

"I knew it. You wanted to be his special somepony do you?"

"Yes. Oh, my stomach is full of butterflies. I hope that my entrance exam wouldn't make me put off my answer or anything."

"Relax, Twilight." Shining assures his sister as he nuzzles her a bit. "I'm assured that you will do fine. You will see."

Twilight nods, she hopes to Celestia that the judges for the entrance exam doesn't give her anything...too hard, right?

---------

What the hay was she thinking?! The next day, her parents brought Twilight to the school and right in a lecture hall...and as the filly fears, she has to pass an entrance exam to get in! Four examiners are in their seats, holding down clipboards and paper, preparing to see if she's edible or not.

Night Light and Twilight Velvet watch, prompting her to keep her head up and smile. Twilight gulps a bit and tries to do so. She wonders how Ben deals with this kind of thing, being nervous of course. Suddenly the filly near jumped out of her coat as a door is heard opening. A stallion came in, pushing a cart filled with straw and a one, large spotted egg. There is a sign on the cart's side that depicts the egg hatching and a Dragon popping out, instructions for the examinee.

"Now then, you may begin." One examiner said to Twilight sternly. The stallion pushes the cart over to the filly who eyes it uncertainly while the delivery stallion backs out of the room. "Well, Miss Sparkle?"

Hoo boy, this is difficult. Twilight gave the egg a good look and giggles nervously before sighing. The examiners use their pencils to take notes on their clipboard. The filly grits her teeth, sweating a bit. What will she do?

Twilight is startled as another committee coughs. The filly backs up and aims her horn at the egg. She concentrates a bit, Twilight cannot fail this. She groans while doing her best...but all she does was sends out a little spark from the tip and made the third examiner yawn; Unimpressive.

"We don't have all day." The female examiner remarks dryly while checking her watch. Twilight looks worried. This was the most important day of her life, her entire future would be affected by the outcome of this day...and she was about to blow it!

Twilight send out one more spark...but it fizzles out. The filly sighs sadly as she belly flops to the lecture hall floor, then got up to sit on her haunches. Perhaps Twilight wasn't meant to be studying under Princess Celestia at all. Perhaps she's better off being a magic-less pony.

"I'm sorry I wasted your time." Twilight said in a small voice. The examiners jot down some notes. Looks like she failed...

-----------

At this time, Ben Mare was seen sitting under a tree, looking up towards the sky. He lets off a sigh in sounding…a little sad. The Earth colt knows that today is the day Twilight takes the entrance exam for Celestia's School for Gifted Unicorns. But, deep down, Ben was worried if his mother would truly see something special about Twilight as he had, or would Celestia break the filly's dream by not accepting her, the one that he cares for. So many questions were going through Ben's mind that a familiar 'friend' of his happens to come by.

"Shoot, what seems to be troubling ya Ben?" Ben turned to the voice, only to see Hoboken Joe coming by while pushing a cart of recyclable stuff & some picked up trash across the streets in Canterlot.

"Hoboken Joe; I…didn't see you there. What are you doing?" Ben responded a bit surprise to see his other friend, even an Earth Pony janitor, was nearby, but why?

"My job of course, or did ya forget that I'm a janitor, plus volunteer to take up jobs that no other fancy pony in their right mind would wanna get dirty to do." Hoboken explained off in stating his reason of being here was to do his job.

"Right, sorry." Ben responded a bit cheekily before looking away, he was so distracted in thought, he forgot about that reason.

"Well come on now Ben, what's eaten' ya up?" Hoboken Joe asked from coming over to se what was making the colt feel blue.

"It's my friend, Twilight Sparkle." Ben addressed off the manner of what's got his attention.

"You's friend, or ya mean you's special pony?" Hoboken smiled to make a little joke to cheer up this colt.

"Well…she's taking part in Celestia's School for Gifted Unicorns." Ben smiled mostly before looking worried with concerns.

"By golly, that's great to hear. She must be one talented little filly for ya!" Hoboken responded surprise to hear Ben's filly friend is taking part in such a special place for gifted unicorns.

"Yeah, but I'm hoping she does well, I'm worried about what happen if she…fails…what should I do?" Ben responded off in having second thoughts that while he believes Twilight will do fine, what happens if she doesn't pass, what should he say or do then?

"Well that there is up to them teachers to decide, plus the princess." Hoboken pointed off that unless Twilight shows potential, then the staff or Celestia could make an expectation this time. "But shoot, unless you's got connection to Celestia to ask her nicely to have Twilight pass, then the filly has to show her stuff…on her own." He stated off that unless Celestia sees Twilight is special, maybe Ben could get the princess to take the filly under her wing.

"Yeah, guess you got a point." Ben made a sheepish expression in knowing full well, that Celestia was his mother and she knows much about Twilight already from what he said to her.

"But don't threat, I've heard & seen plenty of Twilight doing that hocus-pocus stuff & she's pretty darn good." Hoboken Joe declared off in knowing full well that Twilight's got the good stuff. "Why heck, maybe a sign will tell us if she done pass or something." He shrugs off his shoulders to say that they can be given a sign to let them know of the filly's passing of the exam.

"Really; Wha…what kinda sign should we look for? If it can help Twilight, then I…" Ben asked off in hearing this, maybe if they find it now, it can help Twilight all the more.

"Slow down Ben, signs that tell us about future stuff ain't gonna appear from the sky." Hoboken held up his hooves to state how they can't go looking for a sign to tell them the future, it just happens.

"Maybe, but…" Ben looked a little down; he was sure hoping to find a sign that could help with Twilight, if only it could happen.

"BOOOMFRUVHMMM…" Suddenly, something happened that caused the entire area itself to shake from strong explosive vibration. This caught a lot of certain ponies' attention and more so then others.

"WAAAAUGH; Duck and cover; It's another pony Warfare!" Hoboken Joe cried out before jumping on Ben Mare, covering the colt like some solider taking a blast. "Where are them Apples? We need them out here, FAAAST!" The stallion was looking around for some Apples in question to appear, but why?

"Augh, Hoboken! What are you talking about, there's no war happening! It sounded like it came above us!" Ben tried to push his friend off of him while calming Hoboken down about where the noise of origin came from.

And just above the view of Canterlot, all could see what appeared to be a rainbow…but it was shot off like a ring that spread across the skies. The colors were seen far and wide, so many and in a large scale, it was a marvel of beauty and wonderment ponies haven't ever come across before in their lives.

"Well shoot my bickers & call me Shirley!" Hoboken calmed down enough to stand up and look at the marvel in the sky.

"You're name's Shirley?" Ben raised an eyebrow in what Hoboken said was his name, not getting it was a metaphor reply.

"Noooo, I mean that there! In the sky! That rainbow," Hoboken shook off the silly colt's misunderstanding to look up in the sky. "Why, I do believe it's a rare anomaly!" He held his chin in pondering what they happen to have here.

"Really, what kind," Ben asked a bit intrigued in what they are seeing is a rare sight.

"Heck, it's different from a Rainbow some Pegasus use, yet it had a…'boom' effect, plus it's course work is like a shockwave we refer as; a sonic boom." Hoboken Joe was putting together some parts in what they had here and the meaning of stuff that could explain the creation of this new trick in the skies. "Heck, I do think that maybe it's a; 'Sonic Rainboom', if any, ya know, people call it that. It's an old wise-mare's tale." He declared while shrugging off his shoulders in thinking, folks could call it whatever, but it had the workings of a sonic boom mix with a rainbow; so hence, maybe in the future be described as a Sonic Rainboom.

"Wow; that sounds amazing! Who do you think did it?" Ben responded in liking the sounds of the name and thought of whoever done this.

"My guess, a very special Pegasus; There ain't that many that could pull off such an unusual display work." Hoboken Joe looked up at the sky to try to see who done the trick, it HAD to have been a Pegasus, but whoever done it was too far and tiny to be seen.

"Do you think that's the sign that we were looking for?" Ben asked Hoboken if the Sonic Rainboom they saw is a sign to tell them about Twilight.

"If not, then my kin-eye work is telling me that I ain't seeing a dragon head pop out of the building that's supposed to be where the entrance exam your filly friend is partaking in!" Hoboken turned his head in issuing something even stranger yonder that sounded more bizarre than seeing a rare Sonic-Rainboom display.

True to Hoboken Joe's words, from his and Ben's spot, they had a view of the building where Twilight was gonna enter to pass the exam to get in Celestia's School for Gifted Unicorns; when some big-headed dragon head bust the ceiling off. Now a lot of folks were surprised, but some got worried from a few sparks of electricity shooting off from the windows & the ceiling hole; It wasn't long before that dragon head that broke the roof of the palace suddenly vanished without a trace.

"Woah, what happened now?" Ben asked off in never believing that just happened now.

"Beats me, but I can think of one thing." Hoboken shook his head in being stump surprise too, but thought for a moment about all of this. "Unexpected rainbow display, a sudden dragon broke out of the roof of a palace, nobody knew about or seen a big dragon come to Canterlot today, while today is the exam for Celestia's School for Gifted Unicorns." He thought long and hard about all this strange events, and came to a conclusion. "Hmm, I do declare that these signs must mean….your filly passed." Hoboken Joe turned to Ben with a smile in stating to the colt that this all meant that Twilight passed her entry exam.

"Hugh? Re-Really," Ben was so stunned and shocked, that words didn't come out of his mouth.

"Shoot, I bet'cha the apple mark on my flank here that not only did Twilight pass, but maybe got a Cutie Mark to boot!" Hoboken pointed an apple on his flank with his other stuff mark there in stating that maybe Twilight Sparkle also found her talent for a Cutie Mark to appear.

"You really think so? Gosh, that would be so amazing if Twilight gotten her Cutie Mark on the day of passing the exam!" Ben exclaimed off in never guessing that Twilight would be so amazing to do all of that.

"Though what it look like, that's a tricky one. Any guesses?" Hoboken rubbed his noggin in trying to have the two guess, what image of a Cutie Mark Twilight had discovered?

"Um, how's about…something to do with stars?" Ben slowly responded in his first guess for the special pony of his.

"Eh, good enough for me to think that it's durable. What with her name being like Twilight, and Sparkle, gives away the ideal point of sparky stars in the twilight." Hoboken shrug off in saying that guess alone seems to fit Twilight perfectly and on Ben's first try too.

"Boy, I can't wait to know how she did!" Ben smiled and jumps for joy, he really wants to see and hear the news from Twilight. "By the way, why did you act that way about an attack & something with apples?" The young colt looked to Hoboken Joe puzzled about how he was acting strangely for a guy that looks like a hobo.

"Well, can't give ya much, but I was once a part of a battle, well…more like a war that happened and ya see…when I said Apples, those were some ponies that I knew." Hoboken rubbed his back neck in struggling to say these things about his past in which he fought in a war once and knew some ponies by the Apple name.

"Wait, when did we have a war? And who are the Apples?" Ben asked off in never hearing about them having a war or about some ponies that had an apple relationship.

"Sorry Ben, it's an old history that I can't tell ya until you's is older." Hoboken Joe shook his head 'no' that the tale of such a time when ponies were at war is too much for a little colt to hear about; too scary. "As for the Apples, let’s just say….I'm connected to them by the known Earth pony farmers group called the Apple Family." He shrugs off to look at his Cutie Mark, remembering days about some group that were Earth ponies from a family group.

"Really,” Ben responded a bit surprise, so there were more Earth ponies, farmers even that even earn some reputation.

"Yeah, and the tale…is kinda painful." Hoboken looked away in almost showing a sorrow expression; it almost got Ben's attention…till the stallion snap out of it. "But enough sass about me, think about present time here. You should get ready when you see Twilight, and best prepare for some shocking news, other than her acceptance & Cutie Mark discovery." Hoboken Joe issued that Ben should just quickly get going to meet up with Twilight to hear the side of news from her and much more.

"Gotta it Hoboken; Seeya!" Ben nods with a smile before suddenly racing off with much speed.

As Ben was racing down, Hoboken Joe return to the stuff he left when he talked to the colt. But before moving, he looked to his flank and rubbed the apple mark with a little smile while looking off at a distance Ben Mare.

"Hugh, that boy is something special, might not be a unicorn, but my gut tells me that there's something magical about him." Hoboken Joe exclaimed in feeling that Ben Mare is a pony of much hidden potential, more so then any of them can believe. "Just like in those days with the family...hugh, how that day still remains." He looked to the apple mark to sigh with some form of grief, recalling something connecting with the Apple Family & from a previous war battle. But then he snaps his attention on the present. "Aw shoot, I forgot my own advice; look positive during any moment, well then…time I got cracking now! Dum-dumdilly-um-bumbum…" Soon Hoboken Joe regains his positive motive, and started to once again sing a little song to pass the time while he moved along in doing his other task jobs.

------------

As Ben was heading back home, let's go back a few minutes or so to what happened during Twilight's exam.

Twilight looks down, feeling like she fails...when sometime shocking happens: a distant explosion shakes the room with a rainbow blast wave appearing in the window, spreading over the sky.

Twilight is startled as her horn came to life with a beam that is send towards the cart, hitting the egg as a result. The egg levitates out of the straw before breaking open. The ponies looks astounded as a baby purple Dragon appears, yawning and stretching.

But Twilight's magic didn't stop there. The filly gave out a panicked yelp as her eyes begin glowing purple white, growing as big as hockey pucks. The power begins glowing over the whole room before enveloping her in a purple/white corona.

"Twilight," Night Light ask his daughter in concern. What is going on?

The lightning bolts thrown off let the examiners float clear of their seats, turn Mr. and Mrs. Sparkle into potted plants, and grow the little purple dragon so large that his head and shoulders punch through the roof of the building.

Celestia was outside when this happened, seeing the transformed Dragon. She knew who could be responsible.

"So it is her." Celestia said thoughtfully as she quickly gallops into the building. Twilight could be the one after all.

Back in the lecture hall, Twilight floats on helplessly, unable to stop levitating herself as well as get her powers under control. Just then a white hoof touches her on the shoulder, making her turn.

There she is, Celestia who is smiling serenely to her. The filly finally snaps out of it, her eyes return to normal as the power breaks. All of the accidentally magic is undone with the baby Dragon returning to his infant state, smiling as he sucks peacefully on his tail.

"Twilight Sparkle," Celestia begins to say.

"I'm so sorry!" Twilight exclaims in worry, fearing the worst. Not good, the princess of Equestria is here...and she may end up rejecting her from the school...or worst, have the poor filly banished from Canterlot! She may never see Ben again! "I didn't mean to..."

Celestia interrupts Twilight, smiling as she said, "You have a very special gift. I don't think I've ever come across a unicorn with your raw abilities."

"Huh?" Twilight asked in surprise and confusion.

"But you need to learn to tame these abilities through focused study." Celestia adds with an approved smile.

"Huh?" Twilight asked louder.

"Twilight Sparkle, I'd like to make you my own personal protege here at the school." Celestia said as well.

"Huh?" Twilight ask even louder. She can't believe what she herself is hearing. The princess of Equestria is asking her, a little filly, to become her personal protege?

"Well?"

The flabbergasted filly looks back at her parents, who nod and neigh enthusiastically, telling her to accept the offer. Then, she grinned widely before she jumped to at least four times her own height to hang in midair as she yelled excitedly, "YEEEESSSSS!!"

"One more thing, Twilight," Celestia said as she points to her, interrupting her.

"More," Twilight ask in alarm as she hits the title on her gut, knocking herself silly between the princess and her parents.

Twilight notices Celestia pointing something on her flank, making the filly turn. To her surprise and excitement, it appears to be a star cutie mark. Could it be?

"My cutie mark," Twilight exclaimed, and then, she started hopping around Celestia as she started cheering excitedly, "YESYESYESYESYESYESYESYESYESYESYESYESYESYESYESYESYESYES…"

Celestia giggles a bit, "You must be very excited." The princess turns to the parents, saying, "Do not worry, Mr. and Mrs. Sparkle. I will take good care of your daughter here at the school."

"We appreciate you accepting Twilight." Twilight Velvet said with a grin. The mare turns to her daughter who calms down. "Twilight, come on. We must tell your brothers this."

"And maybe a trip to the donut shop to celebrate." Night Light said as the two ponies leave with their daughter. Twilight has been accepted, it's a dream come true.

"Later on, can I go meet Ben?" Twilight ask her parents hopefully. "I wanna tell him this as well as my answer!"

"Of course you can go meet him, dear." Twilight Velvet replied with a smile.

As the trio left, Celestia smiles upon hearing that. The alicorn princess suspects that Twilight and Ben are becoming more than just friends.

"Perhaps when Twilight begins living at my school/castle, I should reveal the truth at last." Celestia said to herself quietly. She knew that she herself can finally tell the truth about Ben's connection to her soon.

As well as a secret that the princess been keeping to herself all these years at last.

------------

Ben was trotting on home when he almost collided with a blue filly unicorn. The annoyed filly snaps, "Hey, watch it!"

"Sorry, I don't have time, miss! I gotta get home!" Ben, without looking to see whom he ran into, exclaims. As the colt heads off, he mumbles, "Man, she sounds a bit upset. I hope that I don't run into her again."

"Ugh, that colt is a jerk." The filly unicorn known as Trixie Lulamoon groans to herself in annoyance. "Bad enough that my teacher has accepted that new purple filly as her new protégé! I hope that I don't see him again!"

Ben grins as he heads on home. Twilight and him made plans to meet after the exam so that she will explain what happened...and to give him his answer. The colt cannot wait, especially with a gift that his mother helped him picked out especially for Twilight.

"Excuse me, Ben? A word," A familiar voice spoke up. Ben turns and saw Boris and his goons approaching him.

"Go away, Boris. You aren't going to hurt me or make fun of me today." Ben said to Boris with a frown.

"Relax, my good friend. I know when to quit; Today's Twilight's exam, right?" Boris points out to Ben though the colt already saw what has happened.

"Yeah and before you say anything, don't. Twilight and I will remain friends or more even when she gets into that school or not. And if Twilight does, I'm sure that she will have time to see me somehow." Ben snaps to Boris sternly.

"Come on, the boss knows when to quit, right?" Dum-Dum remarks to Ben with a smirk, surprising the colt as a result.

"Right, I decided that I will stop trying to fight you for Twilight now since it's obvious that you two are meant to be together." Boris said to Ben with a grin. The colt looks surprised but a bit suspicious. "And to show you no hard feelings, I will help you find a way to go to the same school with her."

"What? But the school only accepts unicorns." Ben said doubtfully. "How can I be able to get in there?"

"Oh, leave everything to me. Meet me here at nightfall. Come on, I know you want to be with Twilight for all of time, right?"

Ben is puzzled but is now convinced. If Boris can make him be with Twilight all the time happen, then the colt will take that chance. Of course, Ben fails to see the evil grins on Boxco and Dum-Dum's face...

----------------

Ben arrives home, putting his stuff away. He is anxious, wondering if whatever Boris has planned would work.

"I hope it works but would I get into trouble?" Ben ask himself quietly. "Well, as long as I don't get caught or anything, I should be fine, right?"

Ben opens the wall that leads to a certain hiding place, showing the box that has the necklace in it. The colt takes it, smiling a bit.

"And once I get in, Twilight will like it ten times fold." Ben whispers to himself a bit before putting the box away. The colt must prepare himself for nightfall. He won't tell his mother about this until then.

-----------------------------------

It was nightfall at the Celestia's School for Gifted unicorns. No one seems to notice four little foals outside, heading in. Boris uses his magic to unlock a door to allow them in.

"How is breaking in supposed to guarantee me to be with Twilight," Ben whispered to Boris in worry.

"Ben, come on, Boris knows what he's doing." Dum-Dum insists quietly to Ben. "No pony else is here right now. Don't worry about a thing."

"But I have to meet Twilight and supposed to meet her very soon." Ben said to the goons in worry.

"No worries, Ben. You will see her eventually. Now to Nexus's office..." Boris remarks with an evil grin. Ben doesn't know it but the red stallion have no intentions of letting his rival meet Twilight tonight anytime soon...

Boxco, a while later, knocks open the door to Sir Spell Nexus's office. The headmaster isn't in, but his office has certain spells on his desk, along with potions and such. The four foals came in quietly.

"So what are we looking for?" Boxco ask, pretending not to know what's going on.

"A certain spell that is said for Earth ponies to learn magic. It should be here somewhere..." Boris said thoughtfully then glances at a cage nearby that appears to be covered. "Maybe it's in there. Ben, check it out."

Ben hesitates but the thought of him being with Twilight soon clouds his judgments. The colt heads over to the cage and opens it, looking inside.

"I don't see any..." Suddenly, without warning, Boxco and Dum-Dum quickly push Ben inside the cage, "AAAH!" The two quickly close the cage, locking the colt inside. Ben got up from inside the prison and looks out the window of the door. "Guys, let me out! I have been locked in!"

Boris and his goons laugh cruelly with the boss asking slyly, "What? Don't feel so confident now? That shows what happened if you try to be with my filly!"

Ben groans in disbelief as the bullies laugh cruelly. He should've known! Boris never wanted to help the colt be with Twilight at the school...he just lured Ben here to get locked up in this cage, pulling a prank to scare him; Or worst, get into trouble once Nexus comes back by morning.

Ben hears a growl and turns to see a darkness creature coming to him. The colt screams as he pounds on the door while screaming, "Guys, get me out! There's something in here! Guys, GUYS!"

The bullies laugh a bit, ignoring Ben's cries of fear as the cage shakes around. This is so much fun. Boris knew of the Mini-Were in here. Maybe this would scare the foolish colt into staying away from Twilight...or get him into trouble if he was found the next morning.

But then, the door suddenly begins to get pounded. Dum-Dum stops laughing as he notices the door itself is close to breaking off. The white Pegasi pony asks his boss, "Errr, Boris? Was this supposed to happen?"

The two unicorns stop laughing as they saw what's happening. The trio of bullies yelps and move out of the way as the cage door is broken down. They gape and saw Ben coming out...except the colt is now a furry black huge pony with red eyes, wolf like teeth, a black mane and, a black tail.

"Holy cow; He's a Demon Pony!" Boxco exclaims in shock as the Demon Pony growls a bit.

"Ben is hideous!" Dum-Dum exclaims in concern.

"This is better than I thought! Instead of Earth pony filth, Ben is now a freak!" Boris laughs evilly. The prank didn't end what the bully has wanted it to much but this is so much better! The red colt then took out a bag of rocks and throw some at the transformed Ben, making him growl in pain, "Hey, boys! Let's have some fun."

The minions join Boris as they throw rocks and some stuff that the trio can get their hooves on at the Demon Pony. Ben growls, getting a bit upset. He is losing control of himself.

Finally, the Demon Pony roars as he pounces at the trio of bullies, they scream as they themselves realize that they have pushed Ben too far. Boris tries to use magic to push the newly made monster back but it wasn't working.

The Demon Pony growls as Boris hits him with a hoof, but it's no use. In rage, the monster hits the bully right in the right side of his face. Boris screams as he now has scratches on the said side of his own face.

Boxco and Dum-Dum scream as they move out of the way. The Demon Pony rushes out through a window, breaking through it and goes out into the night. Boris got out and groans. He and his goons have to get out of here before they are discovered...

---------------

Twilight was so excited. She is now Princess Celestia's student. Oh, what an honor to be one! Her parents and brother were excited as she is.

Before Twilight went to the school for her fateful exam, she met up with Ben and arranged a special meeting at a certain part of Canterlot so that Twilight will give him the good news as well as her answer.

"Oh, I can't wait to tell Ben." Young Twilight said in delight. "He's going to be so happy...and much more, once I give him my answer.

Twilight found the place where she and Ben were going to meet. She chose the nighttime, because the filly found it to be a romantic moment to be with him...alone.

Of course, Twilight looks around in a puzzled matter. Strange; Shouldn't Ben be here by now?

"Ben? Where are you?" Twilight asked in concern.

Twilight looks worried. Have Ben forgotten or was threatened by Boris to not come? Just then, a crashing noise is heard, making the filly turn in alarm.

"W-w-who's there?" Twilight asked in fear, "Ben? Is that you?"

Suddenly, something lands in front of Twilight, startling the filly. She looks up and gasps in terror as Twilight saw some sort of furry black huge pony with red eyes, wolf-like teeth, a black Mane and a black tail. Of course, it was Ben but she doesn't recognize him.

Ben turned to Twilight and noticed her. He appears to be growling, shaking the poor filly up. What is this creature? What does it want?

The creature advances on Twilight who protested, "No...no, don't!"

The whole thing was too much for Twilight to take. She faints to the ground. Ben looks over at the filly then looks sad, with tears in his eyes. Twilight, the one that he wanted to be with, is now terrified of him...

"Twilight...I'm sorry." Ben said in sadness. He hears noises of some guards or ponies coming, making him rush off. The newly made Demon Pony didn't stop until he left Canterlot, probably to never come home again.

----------------

Twilight wakes up in a hospital bed, groaning, "Ugh, where am I?"

"Twilight, you okay?" Twilight Velvet asks in concern. She and Night Light are by the bed, looking concerned.

"Yeah, I am. What happened?" Twilight ask her parents in concern.

"The Royal Guards found you unconscious." Night Light explains to his daughter with a sigh.

"Lucky thing; There's reports of a monster in Canterlot." Twilight Velvet adds with a shudder. "Boris explains that it is some sort of Demon Pony, a monster that can't be harmed with magic. You’re lucky that it didn’t get you."

"Dear Celestia!" Twilight exclaims with a yelp of fear.

"Don't worry; the Demon Pony appears to be gone now. No one saw him since last night." Night Light assures his daughter. "It attacked a former classmate of yours, that Boris colt; gave him scratches on his face."

"I hope Ben is all right. Hopefully whoever his mommy is took precaution and..." Twilight stops upon seeing the sad looks on her parents' faces. "What? What's wrong?"

"I'm sorry, Twilight...but Ben is gone." Night Light said to his daughter sadly.

Twilight gasped in horror at this as she asked in disbelief, "G...Gone?"

"According to Boris, that same Demon Pony found...and spirit the young colt off." Twilight Velvet explains in sadness. Twilight's heart felt like someone rip it into pieces.

"No, no...it can't be. No!" Twilight said with a sad whine. Ben can't be gone! The filly has plans to be with him...and to be his special somepony. Now...Ben's gone!

Twilight sobs as she jumps out of bed and gallops out, Night Light protests, "Twilight!"

"Just leave her, honey." Twilight Velvet said in sadness to her husband. "Our little daughter is going through a loss right now..."

As Twilight rush through the hallways, she found Boris who is being treated for his wounds with Boxco and Dum-Dum waiting.

"Oh, Twilight," Boris said upon seeing her. "Are you all right?"

"Please tell me that you were fibbing...Ben wasn't taken by that Demon Pony thing." Twilight pleads to Boris with tears in her eyes. The filly wants him to admit that he was lying.

Boxco and Dum-Dum kept their hidden laughter in hold. Boris sighs while saying in pretend concern, "No, sorry. I saw it happened. Ben was attacked by that thing...tried to stop it but the Demon Pony knocked me out, give me these scratches."

"Right, try to help but we're useless as bugs in a light." Boxco comments to Twilight with a shrug.

"Don't you mean...wait, I don't know what he's saying involves useless." Dum-Dum remarked. Boris rolls his eyes. He got one idea of what's 'useless'.

"Look, the point is...he's gone. Sorry, but that's the fact." Boris remarks with a shrug. Twilight couldn't believe it but from the reports and Boris's scratches, it could be true. "Look, I'm sorry. Your colt friend is gone, lying in the ground like the Earth filth he is. Best to find someone better to love...like me."

Of course, hearing that almost made Twilight go crazy like before; Bad enough that Ben is gone, but this bully is trying to kick him while he's down?!

"I DON'T LOVE YOU!" Twilight yells furiously as she got into Boris's face, almost making him fall to the floor. "I'm not a prize to be won! I'm nopony's property and I don't even like you. Ben's not filth! YOU ARE!"

This put an angry look on Boris' face. Nopony calls him filth ever!

"Now..." But Twilight gallops past Boris, ignoring his angry look, not wanting to even deal with now at the moment.

Dum-Dum watches Twilight leave then say, "Well, boss. It seems you kept your promise that you made a while ago. Right, Boxco?"

"Indeed he has, Dum-Dum." Boxco remarks with a nod.

"Ha ha ha ha ha ha," Boris said in an amusing tone of voice. "I warned you to watch your back, Benny boy. Now you shall pay the price for stealing Twilight for eternity."

Ben has paid now that he's a Demon Pony and most likely exiled himself. And as long as no pony knows the truth, Boris has indeed gotten away with his crime.

------------

"And you sure that you can't find him?" Celestia ask the Royal Guard general in concern.

"Positive. We have searched all over. There is no sign of Ben Mare anywhere in Canterlot...we have to fear the worst..." The general said with a sigh. He saw a saddened upset look on the princess's face, "Princess?"

"Double the searches...search all nearby towns and forests...but try your best to find him! Now leave me at once!"

The general nods as he leaves the room. Celestia locks the door...then collapses into her bed, sobbing. Her son, her foal Ben Mare is gone...taken by a monster. The alicorn looks at a picture of herself and Ben as a baby foal. Oh, why didn't she make sure to check up on him sooner? But no, the princess was busy, delighted over Twilight entering her school.

"Oh Luna...first Megan is gone...then you, now my son?" Celestia sobs as she looks up to the moon...as well as the shadowy mare now in it AKA her banished sister Luna. "And our mothers are too busy with the Heart...must everyone that I care and love be taken away from me? Why?"

Celestia, not expecting an answer, put her head into the pillow, sobs some more, grieving over the loss of her son Ben Mare...

-------------

Now the situation opens up to the next day where Twilight was crying herself by the bridge where she and Ben use to meet; Ever since the news of a Demon Pony spiriting away the only special pony that she ever cared for, it left her distress and heart broken. How could she continue to live on when Ben Mare could have been killed by the Demon Pony that scarred Boris & he along with Dum Dum & Boxco were the only witnesses to the act. It was around here that Twilight's brothers; Shining Armor & Starlight came up to comfort their sister in her most hour of need.

"Sis; Twilight, are okay?" Starlight asks Twilight in concern. "Is this about..."

"Ben is gone." Twilight said in sadness while looking down to the river. "I love him...and now he's gone. I should've told him before..."

"It's okay, Twiley...I'm sure everything will be okay." Shining said to his sister gently.

"No...it's not okay...I will never love or make any more friends again...not if I end up losing them too..."

Both brothers aren't sure what they could do for Twilight now. The colt that she cares for is gone and Twilight will never love or care for again. One might wonder if that baby Dragon that she hatched would be a perfect substitute...that is if Celestia agrees to let Twilight keep him or not...

"Shoot, somepony needs to have her water works tone down a notch?" Spoke another voice that came into the picture that had the siblings turn to see...Hoboken Joe enter the picture.

"Hoboken Joe," Twilight responded a bit surprise to see the guy that was friends with Ben Mare here.

"Hay…isn't he that Hobo guy that works at your school as a janitor?" Starlight asked off in recalling how this was a stallion that worked at Twilight's school where Ben & Boris goes to.

"Starlight….let’s not make fun of him." Shining scold his youngest brother for being rude to somepony on appearance.

"Shoot, I don't mind, heck, if he were shooting me down with things that hurt me, I be on my back from how tough the little fella is!" Hoboken Joe smiled off in stating it wasn't any trouble, and made a light joke of it with a few chuckles afterwards.

Starlight couldn't help but chuckle from how funny the hobo stallion made that joke. But of course, that was cut off from Twilight & Shining giving Starlight a stern stare that shut him up.

"But seriously, I know what happened. Heck, everypony around knows what happened." Hoboken Joe got serious in knowing why everyone here is down-set sad, cause of what happened to Ben.

"You mean…about….Ben…" Twilight hesitate her words from a few tears and runny nose.

"Yep, a mighty sorry thing to hear; A good colt like that, here one moment, gone the next." Hoboken Joe nods with a gloom face that poor Ben is long gone from their life here.

"Yeah, but I think Twilight doesn't really wanna be reminded of that stuff now!" Starlight exclaimed that talking about Ben Mare's disappearance wasn't the best idea to be brought up now.

"Shoot, course I understand, but she seems to miss something crucial." Hoboken Joe stated off in knowing the situation was serious, but Twilight seem to have let something sidetracked her.

"Like…what?" Shining raised an eyebrow in what this hobo friend was trying to get to.

"Like to chin up & not be taken down by the special pony's disappearance," Hoboken Joe issued off in what Twilight should be doing is not to soak up & cry all the time.

"But…Ben is…he was…my first friend, and my…special somepony." Twilight tried to hold herself from crying again, she misses Ben awful much.

"I get'cha darling, but tell me this. Would you be more sad if Ben was sad to see you right now?" Hoboken Joe nods in knowing what a filly like Twilight is going through, but she has to wonder how Ben react if he saw her now.

"Hugh?" Starlight replied a bit lost and puzzled by that question.

"What are you talking about?" Twilight looked up at this stallion, wondering why he say that to her. "Why would Ben…?" Before she could ask, she was cut off.

"Cause wherever he be, if he learned you let his disappearance ruin your life done make him sadder than a batch fill of piled onions." Hoboken Joe declared off that if Ben knew that Twilight was gonna let the colt's disappearance ruin her life, then whoever he be might make him feel regretful & blame himself for hurting the one he love. "Just think for a second, if he was here & learn you's was gonna not live a good life or your dream, don't ya think that make him unhappy in what you's done to yourself?" This guy was pointing out the major deals of what Ben Mare think that Twilight is capable of so much more to not let this stop the filly.

"But…how can I live a good life without Ben in it?" Twilight looked to the ground in sorrow, wondering if she truly had a shot without her special pony around to guide her through the years.

"Twiley, you have to be strong…for Ben's sake." Shining approached his little sister to rest his left hoof around her neck. "You're not alone during this matter, we all miss him and that's why we each have to help the other out." He issued that Twilight isn't alone as many that were close to knowing Ben Mare are right here and caring for the colt.

"Yeah sis, that's what family is for." Starlight jumped up to be near his sister in trying to get her to not let this matter ruin her life, she has family to help her.

"Shining…Starlight…?" Twilight looked to her smiling brothers and could almost feel her sorrow fading a bit with a little smile. They are trying to help her get over her depression, it was both thoughtful and caring and she shouldn't let it all go to waste.

"Shoot, even friends can help get over any tough obstacle & give you's a shoulder to lean on when you's in trouble." Hoboken Joe pointed out another matter, that if Twilight also had friends, she has those around her age to help her in any tough spots.

Twilight soon gave this some thought, while she may not have much friends other than with Ben being her first, the idea may not be far from her to still have. But still, for the time being, her heart needs to heal before she can even think about such things like friendship.

"I guess…if I have to…I'll try to not let the past ruin myself or my future. Ben wouldn't want that, he want me to live out a good life." Twilight smiled to decide to not let Ben's disappearance take a huge toll on her life.

"That's the spirit Twiley!" Shining smiled to pat his sister's head in being proud of her.

"Yeah, you go sis!" Starlight jumped for joy, Twilight is finally getting back to her old self.

"And if it makes you feel a little more better, here's something I recently acquired to know." Hoboken Joe wanted to give something to the Sparkle Siblings in wanting them to know something important, so they listen in. "While the knowledge about the Demon Pony is thin, there is a saying about what 'Spirited Away' means." He issued about the topic being about the case and about it with Ben Mare.

"Which is?" Starlight slowly raised an eyebrow in wanting to know what the meaning of this was about.

"Just what it means, something took them by chance away from us all. But don't distress!" Hoboken Joe issued the matter that whoever was sprinted away was taken, but there's more still. "If whatever happened, the Demon Pony only took something away, then the clue to finding what was lost is to find the prime-suspect himself." He issued about where to find that which was taken is finding the thief, in this case, it means finding the Demon Pony to find Ben Mare.

"You're not saying we find the Demon Pony?" Shining asked off a bit surprised with a raised eyebrow. "Celestia had us scattered all over to locate the missing colt, but found no sign or trace of the beast!" Shining was given orders after joining as a part of Celestia's guards, the princess was very serious in finding the beast, but sadly, they came up emptied handed.

"Well that's ‘cause Demon Ponies aren't likely to be seen much, much less in how to capture it." Hoboken Joe issued off that somehow, finding the Demon Pony isn't as easy as any of them once believed or even know how to capture one, "But someday, maybe not today, or tomorrow or the next day." He was issuing this motion off but got interrupted.

"What about the day after the next day?" Starlight pointed out about when they find the Demon Pony.

"Starlight," Twilight scold her little brother for interrupting somepony when they spoke.

"Shoot, it could be more than those; maybe a month or a year, give or take, but…" Hoboken Joe issued off that whenever they find the Demon Pony, be maybe a few years from now. "One thing is certain, if and when the Demon Pony should ever show up again, it'll mean it'll give us a chance to know where or what happen to those he spirited away; including Ben Mare." The Hobo had a clear point of view, when the beast returns, whoever was taken can be found by the one that caused it in the first place.

"Do you think it's possible?" Twilight asleep with much hope in her eyes, if they can find the Demon Pony, then they can get Ben Mare back.

"Well, as long as you keep your feelings for Ben strong while not letting this moment tarnishes your life, then someday….we'll find our answer." Hoboken Joe kneels down to pat Twilight on her shoulder in stating a kindness to just have fate, and someday, they'll find the missing colt.

Twilight tries to give a little smile, she wish it was a hundred percent that Ben Mare is still alive, but she'll just have to keep on having much prayer and fate; that her special pony, is indeed…still alive. Somewhere…

"Thank you…" Twilight responded with a hug to the hobo, which Hoboken Joe return in being glad to help out.

"Yeah, you're okay…for a Hobo." Starlight nods with a smile that maybe this hobo pony ain't so bad, if he helped his sister; he's okay in his book.

"Mister Hoboken Joe, I wanna say thanks as well. You really helped my sister out." Shining approached to offer a hoof shake in thanking this pony for cheering Twilight up as much as he could.

"Darn right, it's what Ben Mare would have wanted, I believe he ain't really gone and that he's near…" Hoboken Joe issued off while shaking Shining's hoof that Ben Mare would want Twilight to not be miserable all of her life. "Somewhere in fact….we just can't see him." He ushered out in thought to look around, feeling that maybe Ben Mare was around, maybe in spirit, somehow.

"In any case, we appreciate your help, come on you two, let’s head home." Shining nods in thanking the hobo once more before getting his siblings together.

Soon Shining, Starlight, and a little more cheered up Twilight began to leave the scene. Hoboken Joe smiled at seeing them nice ponies go off, but then suddenly felt like…something was behind him'

"Hugh…" Hoboken turned around quickly from sharp wits in seeing nothing around except an empty alley way where a few stray cats made noises. "I could've sworn that I felt like somepony was looking at me from them shadows…and they felt…like Ben was near." He rubbed his head puzzled, he almost believed that Ben Mare was looking at him from someplace, yet it felt different from the shy colt, almost like there was…more difference in the action. "Shoot, hope I'm not getting paranoid, must be from the jitters from Miss Mona Craft planning a wedding for us! Hehe, now if Benny could see me now! I tell him that love does truly answer our call, we just got to hold onto our true selves, is all." Hoboken responded off to state about him imagining things and about how love can indeed helped somepony, even a Hobo like him was getting married, and that's a real spot on luck for him.

As Hoboken Joe was turning to leave with a little bit of his jolly old positive smile, he never saw something from behind the dark alley. It exhibited claws and a shadowy look of black that made him almost hard to find in the darken alley, and it was…not your average pony. It was the Demon Pony, or more of less, Ben Mare that was transformed into one, thanks to Boris's cruel prank.

"Stay true…to…myself." Ben spoke from his new Demon Pony voice, repeating the words his other friend, Hoboken Joe, gave off about being true to oneself, and the love two souls have for another…will be answered. "I will…try…Hobo Joe…" He spoke in feeling like he was struggling with his hooves, digging claw marks into the ground? "If…you can make it…through terrible fates…then I…can….too! For…Twilight…" The Demon Pony issued that if a hobo like Hoboken Joe can take on ordeals that many should have called it quits and gave up continued to press on, then so can he…so can Ben Mare on the inside! Ben just has to not lose himself in what he's become, and that if Twilight stays true for his feelings, then the love they share for another…won't be as broken as others like Boris tried to do between them.

Then the shadowy pony in the alley fled from view, where no pony has seen the creature for what can be…a long time. Or in the very least, until Twilight Sparkle got older, became the Element of Harmony's Magic User, and more stuff that happened in the past.

------------------

As the story comes to a close, Twilight comment to Nyx, "Well, it wasn't until more than a decade later when I learned the truth, and you already know that story, as you saw it first-hoof."

"And the rest is history, but at least now...I'm free from my curse and with you, Twiley." Ben said, smiling as he nuzzles against his filly-friend.

Spike comment to Twilight, "Of course, we know that Ben's disappearance, combined with Starlight's death; both of which happened within less than 24 hours and a while later after your entrance exam and the disappearance itself; were the real reasons you were so reluctant to make friends until you arrived in Ponyville."

"Did you get what you needed, Nyx?" Twilight ask Nyx with a smile.

"Yeah...wow, Cheerilee would never believe the story that I was given." Nyx said with a smile as she finishes the final touches of the story.

"Heck, I heard it and even I wouldn't believe it." Phobos remarks with a chuckle while petting Koga.

"And the lesson of the story...is to stay true to your inside and move on despite the hardships...maybe I can submit a letter like that to my grandmother Celestia!"

"I'm sure she would love that...once I send it to tomorrow." Twilight said with a smile. Nyx yawns a bit. "My, you are getting to be a sleepy filly; Spike?"

"Yeah, come on, Nyx, time for bed." Spike chuckles as he puts the tired Nyx onto Phobos's back. The baby Dragon led the two to upstairs to put the filly to bed. "Wow, a story like that can put even the former evil out like a light..."

Once Spike, Nyx and Phobos are upstairs, Ben stretches himself and got off the couch, saying, "Twilight...I should remember to thank Hobo Joe for helping you out tomorrow. He did a fine job."

"I'm just glad that he helps us at all...Benjamin honey." Twilight giggles as she pokes Ben on the nose, making him yelp a bit, "Beep!"

"Oh, I'm going to get you for that, Twilight Sparkle!"

Twilight giggles as she rushes away with Ben chasing her, kinda like the way that they were back when the two were foals. Koga and Owlowiscious laughs while making animal noises. Things just never change.

Cast list
Tara Strong: Twilight Sparkle
Jason Marsden: Ben Mare/The Demon Pony
Crispin Freeman: Boris
Nicole Oliver: Princess Celestia
James Arnold Taylor: Boxco
Richard Steven Horvitz: Dum-Dum
Andrew Francis: Shining Armor
Britt McKillip: Princess Cadance
Amy Palant: Starlight
Sam Riegal: Hoboken "Hobo" Joe
Daveigh Chase: Nyx
Chris Sanders: Phobos the Dragon
Cathy Weseluck: Spike the Dragon
Vincent Tong: Donut Joe
Tom Kane: Servant
Frank Welker: Teacher

With special guest appearances by
Tabitha St. Germain: Nightmare Moon
Ashleigh Ball: Rainbow Dash
Andrea Libman: Fluttershy
Kathleen Barr: Trixie Lulamoon

Author's Notes:

Wow, that is amazing origin story, eh folks? Hope you like it and I like to thank KingHuffman, VISION-KING and maybe Billy Arratoon for helping out. All right, now for a new story in line...

"Magic Duel Aftermath: Short story that takes place after the episode "Magic Duel". After being humiliated by Twilight again, Trixie returns to the Apocalypse Ponies, facing the wrath of the Superior for her failure."

I hope you guys are ready for. Until next time, read, review and suggest!