An arm around my neck brought me back into reality, making me jump with a short start. "Anyone home, Flutterbrain?" said the pony the arm around me belonged to, my best friend Rainbow Dash. "I-I'm sorry, I must have spaced out again." I said, trailing off with the word "again."

"You sure have been spacey today." said Rainbow Dash, eating into her cotton candy stick. "Are you sure you'll be okay?" "Of course!" I said right away, to deny Rainbow Dash of feeling worried about silly, little me. "I'm actually very glad you invited me to come to this..." Gulp. "Carnival with you."

It wasn't that I hated carnivals, no, no. But they sure were... Loud, and maybe a little frightening. And when I went on the big, tall Ferris Wheel with Rainbow Dash, I didn't leave her side for a second of the ride, and didn't dare peak out of the window to gaze at the ground so far below us. I couldn't even muster the courage to ride the faster, and apparently "funner" ride with Rainbow, and I felt ashamed afterwards of my own cowardice.

"I'm sorry I haven't been a very good guest to come with you to the carnival." I said, thinking of these events just now. "Are you kidding? There's no one I'd rather go with!" Rainbow said reassuringly, but they felt just like that, reassuring words. I wasn't good at social things and such, so I couldn't tell if she was genuine. I wouldn't count on my good friend to lie to me, though.

"Hey, look at that!" Rainbow Dash said, taking me from my thoughts once more. I directed my sight to where she was pointing and noticed the small caravan at the back of the carnival grounds in a shaded spot between two weeping willow trees that sulked down scarily upon the caravan.

"Uh... Heh heh, Rainbow, you know those things are always rip offs, of course." I said, not truly believing that magic didn't exist, but trying whatever I could to get us away from the spooky caravan. Wishes weren't worth being frightened so much anyways.

"Come on, free pony wishes! Anything you want!" She said, dropping her cotton candy, and running over very excitedly. I couldn't let my best friend go alone, and of course, I was curious of the wishes myself, so I chased after her, holding tight to her back, and covering my sight of the caravan with one hand, just a little.

The window opened, revealing the silhouette of some shaded pony, only her arms and hands were visible, and a strange short vase with many decorative markings on it, and short slips of some kind of dark paper, a kind I had never seen before.

"Step forth" a deep voice echoed to us. "And write down what you desire." Rainbow was ecstatic at this point, hopping up and down energetically, like a piston moving at full force, and yelled with all her excitement,"Heck, yeah!" She turned to me, and said,"Come on, Flutterbutt, we can have anything we want! Even if the wish doesn't come true, this is one heck of a show!" She ran to the caravan, and grabbed a feather pen from the vase, and a slip of the strange paper, but when it came time to write what she wanted, she paused.

"Hmm... If it's really a wish, that I can have anything of, I really gotta think about it." Rainbow said as I walked up to her side, and took a feather pen and a slip. "I could have a rad, new bike, or a trip to somewhere really awesome." Rainbow said, thinking out loud as she normally did. I couldn't help but think she was incredibly cute when she did that.

I thought about dashing Rainbow, and the silly, school-girl crush I've had on her for the longest time. She was the reason I wanted to come with her to this carnival, she made me want to bravely face new, frightening things, if it meant being with her. But I was no pony special, there was no way she felt as strongly for me as I did for her.

But wait a second... Free wishes! That's what I could use my wish on! I wanted to be closer to Rainbow Dash. I wanted to be closer to Rainbow Dash. And so I scribbled that down on my slip of paper, with the ink from the vase.

Rainbow looked at me for a second, then her face beamed like a beacon of light, as if she had just had the most brilliant idea for her wish. She scribbled hers down, trying to take a peak at mine, but I covered it away, and my face flushed, so she stopped trying to pry to peak at it. "Place your wish into the vase, and prepare yourselves."

We did as we were told, then Rainbow closed her eyes tight, and crossed her fingers behind her back, waiting and hoping for her wish to come true. I did the same, and bit my lip. Oh, please, let Rainbow like me when I open my eyes.

A second passed, and then another, and then two more, and then many more, and nothing was happening. I peaked my eye open slightly, and peered at the caravan, and at that second, a flurry of magic dust, and smoke filled the air, covering my sight from everything, and filling my lungs with smoke, causing me to cough. I heard the same happen to Rainbow Dash, and knew that something must have been wrong.

The smoke rested in the air, until my head spun from breathing it in, and I kept my eyes closed. It must have been several minutes before the smoke and dust stopped swirling enough for me to finally stop breathing it. I put my arms around myself, and held myself tight, not daring to open my eyes.

I heard some voices talking, and I couldn't tell what they were saying, but I could tell that they were the voices of my friends Rarity, and Applejack. I opened one eye slightly, and saw my three friends, Rainbow, Rarity, and Applejack standing there, and they were all staring right at me. I fully opened my eyes, and looked around, and my eyes rested on Rainbow, who's eyes were fixated on my body, and who's face was a deep red. There was something off about Rainbow.

She was fully naked! Her short, and perky breasts were standing firmly on her thin, muscular chest, leading down to her athletically toned waist, and her tight, muscle-toned tummy, leading down to her perky butt and hips that only slightly stuck out from the rest of her figure. Her body was so hot, but I caught myself staring, and stopped when I felt a cool breeze across me.

I looked down at the same time that Rainbow looked down, and we both at the same time noticed that we, ourselves were naked! We put our arms across our chests to cover our pony breasts, and crossed our legs to cover our pony coochies. "We've been shammed!" Rainbow said angrily. The strangest thing of all was that the caravan had fully disappeared.

"You've been shammed, AND you're naked. And did we mention? You're naked!" Rarity said to us, as she pushed us behind another caravan for cover from the other ponies all enjoying themselves at the carnival. "This is hecka weird, this isn't what I wished for at all." Rainbow said, still sounding very frustrated. I was having a hard time keeping my large, round breasts covered with my small arms.

Applejack cleared her throat, and said,"Well, I don't mean to pry on yer personal business, gals, but, um... What in tarnation are you two doing, walking about, naked as a jay bird at the local carnival!" Rainbow Dash glared at her, angry that she would assume this was our doing. "It wasn't our fault, Apple-head, we just wanted some free pony wishes, and that's what started all of this!"

Rarity looked around for whatever "wish caravan" Rainbow was talking about, but couldn't seem to find it. "Are you sure of yourselves? Maybe you drank too much cider, and got a little too frisky with yourselves?" "No way, maybe you could say I might do something like that, but how could you assume Fluttershy would do that?" I felt warm, thinking about Rainbow sticking up for me, even though she did it while fully naked in a public area.

"Alright, take it easy, I was just offering a suggestion. Although, come to think of it, I do think I saw a wish stand somewhere around here, but of course I passed by it, because those things are clearly always rip offs." "Heh heh, yeah, r-right, Rarity..." I said, nervously. How could I have been so stupid?

"Well, if you weren't wishing for yourselves to be stark naked, what was it you did wish for?" Applejack said, curiously. "I just, uh, wished for another cotton candy stick, because I dropped mine." At the mention of Rainbow's stupidity, Rarity and Applejack sighed, and pressed their fingers into their eyes. "And you Fluttershy?"

Well, it was clear the wish hadn't worked, so there was no point in confessing my love now. "W-well, I-I wished for this book on gardening that I had seen, and wanted to pick up, but was just a few bits short of." "Where's Twilight at a time when you need her? That egghead's got some kind of teleport-y, magic-y spell, doesn't she?" Rainbow waved her hand around as she said "teleport-y, magic-y". She had clearly just forgotten about covering herself, and I was inspired to do the same, so I dropped my hands, and let it all out.

"Twilight's away at Canterlot studying, and she won't be back for quite some time." Rarity stated, matter-of-factly. "W-we could just go to my cottage, I've got some clothes you could maybe squeeze into, Rainbow." I said, although I wasn't sure, since she was so much taller than me. "Are you kidding, Fluttershy? Your cottage is on the other side of Ponyville! We'd have to walk all the way through the entire town naked if we wanted to reach your house before dark!" Rainbow said, with a hint of panic in her tone.

She turned to Rarity, with a desperate look,"Come on, Rares, don't you usually carry those stupid dresses around with you?" "Why would I bring my prize-winning dresses to a messy, and dirty place such as this carnival?!" Rarity said angrily at Rainbow. "Although, I can think of the perfect one to stuff you into. Oh, it's pink, and frilly, and just the right amount of girly." Rarity said, teasingly to Rainbow.

Rainbow started to look steamed at Rarity suggesting she wear anything even remotely girly, and stomped off, grabbing me by my arm, and bringing me with her. "Come on, Flutters, let's just go to your house, I've got a much better idea than to stick around with those two all day." I turned back, to wave goodbye to my other friends. "B-bye, guys. I'm sure the next time we see each other, Rainbow won't be so upset."

As I walked off, Rainbow leading me by my arm, I turned to see Rarity and Applejack burst into laughter at our misfortune. I felt extremely embarrassed, but on the other hand, it must have been pretty funny. Next Chapter: Chapter 2: Through Ponyville Estimated time remaining: 15 Minutes