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!