Authors Notes: I found the best picture possible to show what the CMC's look like all grown up. Now you can see how Rarity can't hold a candle to her grown up sister. Click Here.

"You guys, I have no clue as to what could have happened to change Midnight into his current form, or to erase his memories either. The only way we can find out is if we ask Discord or ScrewbmmmPH!" Rarity began to say her name but was unceremoniously silenced by AJ's hoof being placed in her mouth.

"Now we don't need that crazed pony around teh complicate things. We'll just have to find Discord somehow and ask him." AJ sighed as she removed her hoof from Rarity's mouth.

"And what're we gonna do'bout Applebloom? She been acting a mite strange since she was turned into an adult. Almost as if....." AJ was cut short by Rarity.

"As if she is in season?" She spoke rather bluntly causing AJ's eyes to go to pinpoints.

"Ah'll be right back." AJ shouted as she left the boutique heading toward Sweet Apple Acres. Big Macintosh left behind to speak with the girls.

"And what of Scootaloo, I'm sure the poor dear is having to go through absolute torture if she is having her first heat as well. But I'm sure her parent's will be watching over her." Rarity stopped just as Scootaloo flew in through the broken door panting.

"Where is....... Midnight?" She gasped for breath as her wings fell limply to the floor.

"Scootaloo?" Rarity began but stopped as she began to speak again.

"I have to find him, I think he may be the only one to keep me from.......... doing things." She groaned as her back legs began to rub together slightly.

"What!?" Rarity began but was halted again by Scootaloo.

"YES Rarity, I know all about that adult stuff. So does Sweetiebelle and Applebloom. I'll explain later, UGH! This is so annoying! How long does this last? Because I am ready to............" She trailed off staring at Big Macintosh growing a bright shade of red before shaking herself from her stupor.

"UGH! Sorry Big Mac, but I think this is going to be a little harder than I first thought." She sighed letting her head droop.

"Well then, I think we......" Rarity was once again cut off as AJ burst into the boutique again.

"AB ain't home. She left a note saying she was gonna go find Midnight." AJ panted out as she looked around to everypony.

"WILL YOU ALL QUIT INTERRUPTING ME! IAM TRYING TO TELL YOU THAT WE NEED TO GO AND SEE TWILIGHT! *ahem* she has a homing spell that can locate any pony the caster thinks about." She sighed finally getting the words out.

"Why didn't ya say so Rar, let's go everypony." AJ blurted out as she rushed from the boutique followed by everyone except Rarity who just stood their in a stupor before finally running after them.

"Twilight? You in?" Applebloom spoke loudly as she came into the library.

"I'm back here." Twilight spoke up waving from behind a tower of books.

"Twilight, I need your help. Do you know any spell to stop a mare from coming into season?" She spoke up finally catching Twilight's attention enough for her to peek around the tower of books, only to gasp seeing Applebloom as an adult.

"OHMYGOSH! How long have I been back there studying?!" She began to panic as she pulled a mirror to in front of her, checking herself over to see if she had aged at all.

"TWILIGHT! Do you have the spell or not?!" Applebloom shouted catching her attention in full this time as she rang her legs together with untold fury.

"Applebloom? How in Equestria did you...." She was cut off as Applebloom pulled Twilight to her pressing her forehead to hers while giving a furious expression.

"If you don't shut up and answer my question, I am going to buck you into next week! GOT IT!?" She yelled causing Twilight to whimper and nod.

"I have the spell, but I can't cast it." She cringed seeing AB's head almost explode from getting so angry.

"Why the buck not?!" She growled.

"I don't have the required ingredients. One of the items I need to cast the spell is from an extinct butterfly. There aren't any available for me to cast the spell."

"Can't ya just make up a spell to do it?" Applebloom groaned.

"I'm sorry but it isn't possible." Twilight sighed as she looked toward the door.

*knock knock*

"Come in." She shouted just as Rarity, Applejack, Big Macintosh, and Scootaloo entered the door.

"APPLEBLOOM!" AJ shouted as she rushed over to her sister.

"Hey sis." AB fidgeted as she stood there before staring at her brother then shaking her head. "This is getting very uncomfortable." She sighed.

"Twilight." Rarity spoke up catching the purple unicorns attention. "We need you to locate Midnight. Something happened earlier and we require his presence to help remedy the problem."

"What? Something else happened besides Applebloom and Scootaloo being turned into adults?" She spoke as if in shock.

"Sweetiebelle is an adult as well, and Midnight, well, Mrs. Ball's spell countered his spell on Sweetie reverting him back a few years and erasing his memory. He left when he thought we were joking with him about our relationship status." Rarity sighed.

Twilight gave a small gasp before trotting over to a book case and pulling spell book from it, quickly locating the needed spell and casting it. After a few moments of searching, she located Midnight and Sweetiebelle.

"We need to get going, and fast." Twilight spoke up as she rushed out of the library, being closely followed by the others as she ran full gallop toward Sweet Apple Acres.

"Twilight?" Rarity spoke up finally catching up to the unicorn.

"I'm not sure exactly where he is but I heard him mention Sweet apple acres and a pond." She spoke out as they continued to gallop.

"That sounds like the pond he threw me into." Rarity snorted, unamused.

"What?" Twilight began to question.

"Never mind, it's a story for another time. Follow me, I know were it is at." She put on a determined face as they broke out into a full gallop.

"So tell me again Sweetie. Why are you so against your sister?" Midnight smiled as they lay on the soft grass before the large oak overhanging the pond.

"She is always bossing me around, telling me what to do and how to do it. Everything has to be in perfect order for her to be happy, She never even considers my feelings." She sighed nuzzling up to Midnight.

"That's rather strange. I mean it really throws me off because she said she is my fiance, yet I don't think she would be my type considering all that you have told me. She seems a little uptight and high maintenance from what you've said. How could I put up with someone like that?" He sighed trying to figure things out.

"Well it's all ok now though right? I mean, your happy being here with me aren't you?" She gave an innocent pout with big puppy eyes. Midnight gave a soft smile in return as he spoke.

"Of course I'm happy with you." He spoke softly as he moved closer to her, their eyes closing slowly as their lips parted.

"HOLD IT RIGHT THERE!" Rarity shouted as she locked a levitation and magic cancellation spell around the two, quickly pulling them apart.

"What the hell?!" Midnight shouted as he was unceremoniously pulled away from Sweetiebelle. She giving a slight shriek in surprise.

"You are NOT going to lay one HOOF on my baby sister!" Rarity snorted, a hoof scraping the ground.

"Baby sister? PSH! She said she was older than you, and she looks it to. Why do you care anyway? You said you were my fiance, yet we are in an open relationship plus I seem to have a mare friend named Twilight from what was said earlier. I don't even remember what she looks like." He snorted as he tried to break free from the spell that had been cast on him.

"I would be Twilight." She said as she stepped forward causing Midnight to stare at her for a moment.

"Another unicorn? Do I have like a fetish or something with unicorns?" He chuckled placing a hoof under his chin in thought.
"Anyway, I would advise letting me go. I really don't want to have to fight. Especially a couple of beauties such as yourselves." He grinned making them blush slightly.

"I am sorry darling, but we need to get you back to normal before anything happens between you and these three fillies."

"Fillies, HA! What are you talking about? Sweetiebelle is twenty, and her two friends are about the same age from what she has said. She looks around that age as well. You can't honestly sit there with a straight face and tell me that load of crap." He snorted toward Rarity as he attempted to power up his magic, The feedback causing Rarity to strain her own magic.

"Twilight, Can you take over the hold for me? He is trying to break free." She panted slightly straining her magic. Twilight stepped forward taking hold of the two still floating in the air, Midnight's face now showing slight strain from the transfer to a more powerful magic user.

"Night, ya really need teh listen to her. That darn girl'o Discord is responsible for all of this." AJ spoke up.

"If she is responsible then where is she? I would like to know who I am with my own memories instead of being told who I am. I can't honestly trust just anyone who happens by to give me an honest answer. I would rather remain neutral to all parties in this state until I can verify my information, and with you currently holding me against my will here, and continue to refuse my plea for you to release me. I can't help but consider you an enemy at this time." Midnight snorted as his brow furrowed and his horn began to light up.

Twilight's face began to contort with strain against Midnight's magic as it began to swell. Everyone looking to Twilight as she panted trying to keep a hold of Midnight and Sweetiebelle.

"Midnight, please listen to reason. All we want is for.........." Rarity was cut short as Midnight shouted.

"SELFISH LITTLE WORMS! It's all about you isn't it? I have lost my memories and everything that makes me know who and what I am, and you have the gall to state what YOU want without even considering what I want? I am going to give you this last chance to release me and let me be, otherwise I will fight you for my freedom." He snorted as his horn continued to fill with magic.

Rarity sighed looking to Twilight who was sweating and panting hard. "Twilight, let him go." She said causing everyone including Midnight to gasp in disbelief.

"But Rarity, What happens if...." She trailed off seeing Rarity give her a worried smile. Twilight gave a sigh as she released her hold of magic from the two ponies, slowly placing them onto the ground.

Apple bloom and Scootaloo ran forward to Midnight, catching him off guard as they tackled him to the ground hugging him.

"Uncle Midnight, Please don't fight." Scootaloo squeaked out through a soft sob.

"Yea Uncle, We don't wanna be adults anymore. We wana be little fillies again. Ah never realized how much pain mah sis has teh go through when she's in season. This is driving me crazy." She groaned burying her face into his chest.

Midnight lay there in complete awe at what he had just heard, he looked back to see Sweetiebelle with the most sorry expression he had ever seen on a pony plastered across her face.

"Please tell me this isn't true." He spoke out in broken words looking to Rarity who only sighed trotting forward.

"I'm sorry, but it is all true. These three are your nieces, and they are all still fillies. It was only the act of a spell that changed them into what you see before you."

Midnight's mane and tail began to grow a deep crimson red as he slowly pushed himself to his hooves, pressing the girls away from him as he moved to Sweetiebelle.

"Midnight?" Sweetiebelle lowered her ears and head backing away slightly in fear. He moved forward lowering his head to meet her gaze only to cause her to whimper slightly.

"That was very wrong Sweetie. If you had known about all of this then why did you hide it?" He snorted.

"I'm sorry. It's just that, I've never been in season before, plus when you were little a while back I kinda grew feelings for you like my sis. Now that we are adults I thought....." She was cut off by Midnight.

"Sweetie, as much as I may have loved you before I lost my memory, that still doesn't change the fact that you are still a filly and I am still your Uncle. Doing something with you now would cause a lot of problems. I'm sure that Rarity must have said something to me before when it comes to who I could have a relationship with. Sweetie, I will admit that during this time with you I developed feelings for you before I knew you were a filly. However I can't act on those feelings. Not because you are in your current form. But because it would feel wrong to me for taking away your innocence. You have plenty of time to find a boyfriend in the future. You are just acting out because of your heat and feelings for me. I'm sorry sweetie but everyone is right. I need to somehow reverse this to not only turn you three back, but to get my memories back as well." He sighed moving forward and giving her a gentle hug. She gave a soft sigh hugging back.

"I'm sorry I lied to you, and Rarity, I'm sorry for doing everything that I did."

"It's alright Sweetie. Lets just go back home and try to remedy all of this alright?" She smiled giving her sister a hug.

After a long trek back into Ponyville, they arrived at the library and had summoned Screwball. After some tense moments with the slightly psycho pony, the three fillies had been returned to normal and Midnight back to his original self, all memories included. After a few minutes of sitting in silence Rarity spoke up.

"Alright girls, time to fess up. I want to know how you three know about all of this.......... adult stuff." She spoke out looking down at them with a stern look. As she finished they all looked to each other before pointing a hoof at Applejack.

All eyes fell on AJ as she back peddled nervously. "Ah didn't tellem nothin! What has gotten into ya'll fibbin like that?!" AJ blurted out in defense.

"You seriously didn't tell them anything Applejack?" Rarity asked watching her face closely.

"Not a thing. I don't know how they got that idea." She snorted at the three.

"Well.........." Applebloom began as all eyes now fell on her. "It wasn't really her. When we had a sleepover at the farm we all got bored with the movies we watched on mah new TV so we decided to sneak into her stash of movies." Applebloom began but stopped seeing her sister turn as pale as a ghost. "I grabbed the video on the top of the stack and went back to mah room. I didn't read the title since ah was worried about waking up sis so I just put it into the VCR and hit play. Ah was lucky the volume was already low otherwise sis woulda come in there and bucked us all upside the head."

The three fillies giggled at the comment before Applebloom continued.

"Ah had heard some stories from some older colts about adults playing together in a way that fillys and colts couldn't so I had a rough idea on what the movie was doing. At first we paniced and turned the movie off. But then after a couple of minutes got curious and pressed play again. We watched about twenty minutes of it before ah heard Big Macintosh going down the hall. We turned it off and acted like we were asleep until we heard sis get up and go downstairs. I put the movie back and acted like nothing happened."

At this moment AJ was getting quite a few nasty glares. Except for Midnight who was trying his best not to laugh and failing miserably.

"BAAAAAAAAAAAAHAHAHAHAAAAAAAAA!" Midnight finally cracked as he erupted in laughter causing everyone to raise a brow at him. "Oh my God! That is just so awesome. Hahahaaa."

"And how in the hay is that awesome?" AJ snorted.

"Because that is exactly how I learned about sex." He chuckled wiping a tear from his eye.

Everyone gawked at him before AJ trotted over giving him a hard buck in the shoulder with her fore hoof. He continued chuckling as he trotted over to the fillies, picking them up with his magic and placing them onto his back as he headed toward the door of the library.

"Come on girls. I think we've had enough excitement for one day. Let's go rent you three a movie." He chuckled getting a giggle out of the three but eliciting a gasp from the rest of the group of adults.

"Or we could just go borrow one of AJ's movies again." He smirked.

"Why ya dern fool!" AJ shouted as she took chase, Midnight laughing the entire time as he ran from her.