Philomena woke me up in the morning with gentle pecks to my head. In truth, I wanted to get up early to go out walking around, and possibly see the town. With a yawn and a stretch, I welcomed the Phoenix with a gentle scratch to her head. “Morning Philomena,” I had to whisper so as not to wake up Twilight or Spike, “I’m going for a walk this morning. Want to come with me?” She cooed softly rubbing my head. After getting dressed and heading downstairs, I picked some apples and other fruit to take with me for some breakfast. The sun had been up for about fifteen or so minutes after walking out the door. Even though it was summer, there was a very nice cool breeze blowing through.

I made a mental note to drop by Rarity’s some time this morning to see if a set was ready. It was plainly evident that the small town was still asleep. As it appeared that only Philomena and I were up. Other than the chirping birds and other animals that rise with the sun that is.

Without a plan in mind, I decided to see the center of town and started walking in that direction. From what I could tell, you could walk across this whole town in about fifteen or so minutes. It was a classic small town. And when seeing the town hall insight in the town square, or circle as the case may be. I realized that I haven’t paid my respects to the mayor.

It was too early, so I sat down on a nearby bench to wait for the mayor to arrive. She must be an early riser herself because I saw a mare wearing what appears to be a nice blouse with golden glasses. In human years, I’d guess she was around the late thirties maybe?

Her eyes met mine, so I stood up to greet her at the steps as she walked up, “Madam Mayor, good morning to you. I’m sorry for not greeting you before now. I’m Fred Justice, Princess Celestia’s son.” I even put my hand out.

She shook it, although I’m uncertain if she wanted to or not. She had the eyes of one used to politics. “Good morning Prince Fred,” she even bowed to me, though not severely. “What can I do for you?”

“Oh nothing in particular,” I waved a dismissing hand and a good-natured smile, “Just Fred is fine, I want to earn the title of Prince. Just wanted to introduce myself. To pay respects to the mayor is all.”

With a slight hum and a raised eyebrow, she eyed me carefully. “Thank you, Fred, have a good morning.” That was all she said before giving me a courteous nod and heading inside to begin her day.

Well, that was something. I wonder if Fluttershy is up yet? With that thought, I turned around to find her cottage while having my fruit breakfast along the way.

^_^

And it did appear that Fluttershy is an early riser after all. Though I really shouldn’t be surprised at it. Not with all the animals that she has to take care of. She was out and about feeding the animals outside as I approached her cottage. The sun’s rays hitting her hair gave it a halo effect. She was wearing a simple one-piece sundress that was light yellow with flowers on it. As I walked up the path, the rising morning sun just so happens to line up behind Fluttershy. The sun’s rays shined through her dress giving me a perfect silhouette of her underneath.

I wasn’t sure how long my body stood there, frozen with the splendor sight before me. Especially when she stood up and stretched. Even Philomena’s pecking didn’t bring me out of it. What did was when Fluttershy saw me, waved, and fluttered over to say hello. Of course, now I was almost a nervous wreck in hopes Fluttershy didn’t find out what I just saw. And how beautiful a sight I thought it was.

“Good morning Fred, how are you?” Fluttering over to stand in front of me, she had a small basket of food for her animal friends with her. Her hands clasping onto the straw handle, which in turn presented me with a wonderful sight of…

PECK.

“Oh...um...good morning. I was just…uh...enjoying the view. I mean, the sight of the sunrise.” Quickly my eyes locked onto hers and not the other wonderful sight below them. Her dress didn’t have that much of a v-cut, but enough to get the eyes to wander.

“Are you alright?” concern within her voice, and in her eyes. She reached up with her hand to gently place it on my forehead. “You do seem a little warm.”

Oh, I’m warm alright. “Oh, it’s nothing,” dismissing it with a smile and a slight wave of my hand. “Don’t worry about it. How are you this morning? Out feeding your animals?” Change the subject, change the subject.

“Oh yes,” she smiled up to me happily. “Every morning. Would you like to help?”

“I’d love to help,” I said with a smile. And we were heading back to her yard to feed the chickens, but we didn’t get very far.

Rainbow Dash came swooping down at us from above with, “Four more months, four more months, four more months.” She was saying it over and over and over again with excitement running through her whole body. She first grabbed onto Fluttershy, “I’m excited, aren’t you excited about it?”

“Oh um…,” Fluttershy looked to her friend with an embarrassed and sheepish look. “I guess I could be excited, I don’t know. What are we excited about?”

“Daring Do’s next book of course,” saying as if it was the most obvious thing in the whole world. Then she turned to me saying with a wave of her hand, “Wouldn’t expect you to know though.”

I really hated to burst her bubble, but she had to come down from the clouds. “Know what? That the latest Daring Do book has been delayed by two months?” Do you know that she’s quick on the ground too? She turned around to grab me in a blink of an eye. Her head spun around quick enough for her hair to whip around her head.

She looked up at me with a horrified expression with her fingers wanting to dig into my arms. Not that it would have hurt though, soft fingers covered with fur you know. “Don’t say that it’s blasphemy.”

I just shrugged at her looking down at her with sympathy, “It’s fact. Check Twilight.”

She started dancing in place. “No, no no no no no.” She was also saying it so frantically I thought she was hyperventilating.

“Are you alright Rainbow?” Fluttershy asked timidly. Rainbow didn’t hear her because a second later she was gone leaving only her trademark rainbow trail behind her.

“Unfortunately Twilight is going to have a rather frantic wake-up call this morning,” I sighed thinking about it while watching her rainbow trail dissipate.

“She really enjoys those books,” Fluttershy commented softly, though with a concern of her own in her voice. “I hope she doesn’t overdo it with Twilight.”

“The state she’s in now…?” I left the question hanging there and simply shrugged it all off. “So, about helping you this morning,” said cheerfully to her to get her mind back to what we were doing.

“Oh yes,” she started walking back to her yard again. “I was just out feeding the chickens.” While walking beside her she lifted up her basket showing me its contents. “It's corn that I spread on the ground for them. At least today. Sometimes they go after the worms in the ground and other bugs.”

“Typical for the human world as well,” I told her as we entered the yard again. She started spreading the corn out, so after taking some handfuls, I did the same as well.

“Tell me more about the human world.” Her voice was quiet when she asked, almost as if she was nervous about asking.

“Well like I’ve said before,” I started saying while passing out the corn and watching the chickens peck at it. “Humans are the only sentient species there. Ponies are four-legged and aren’t sentient. Slavery is illegal pretty much everywhere.”

“What about all those inventions that you spoke of?” she asked me with some awe in her eyes.

I chuckled, “Which ones? We’ve got cars, which are carts that move on their own power. Radio, so we can listen to things from miles away. Television, which allows us to watch events, movies, or plays from anywhere across the whole planet. There’s too many to list.” With the basket empty, she motioned me to follow her into her cottage.

“You mentioned before that humans have been to the moon back in the Crystal Empire.” After walking inside, and shutting the door behind me, she walked into the kitchen.

Following her, I leaned back against the wall next to the counter by the open doorway. Staying inside, but out of the way. “Yeah, we have.”

“I think that’s incredible.” She said turning to me after putting up her basket. “How can you do that without magic?”

A smirk slowly formed on my face, “Science and invention. Over years of experimentation and trial and error, we found how to use chemicals to generate thrust. Store enough air to get us there and back. Basically, a very advanced machine to fly us across space. And the suits to survive in the vacuum of space to actually walk on the moon.” I think she was going to say something, but I continued, “You know what though?” She shook her head. “You realize how better it is here because you have magic? And I’m not talking about the slavery part.”

“What do you mean?” she asked me while getting out some milk and two glasses.

“Because you have magic,” I explained, “there’s no need for this society to develop the machines that we humans have. It’s because we have no magic that we need those machines. But it’s also a good thing that we don’t have magic.” She invited me to sit with her, so I did. Taking the glass in hand and sipping on it. “Good milk,” I mentioned after a sip.

“You can thank Betty for it,” she smiled taking a sip herself. She told me who that was when I looked at her confused, “Oh that’s the cow the milk came from.” She also had a question for me after I nodded to her, “Why do you think it’s good that humans don’t have magic?”

“Easy,” I spoke sadly and gazed at the glass in my hand, “because you’ve seen the damage that they can do without it.” Her eyes dropped in understanding. “However, that doesn’t mean that all humans will use that for evil. I won’t for example.” Lighting up a finger with a small flame I gazed at it, “A part of me worries that I’ll let this power go to my head. It nearly did back in Canterlot.”

She saw the worry that was still plaguing me, so she took my hand in hers. Putting out the small flame as she took my hand I gazed at her. In her eyes held the same kindness that I’ve known from her counterpart. “You won’t, Fred,” she said softly with a wide smile. “The other Fluttershy told me that you were kind and always willing to help others. You were always there for her when she needed you. That you were a good friend.” In those eyes, the worries and fears slowly just melted away. She also blushed, “One that I’m happy to call my friend as well if you don’t mind that is.”

I gently squeezed her hand with a smile, “I’m happy that you’re mine as well Fluttershy. And thanks.”

And that’s as far as we got before we heard the door opening, rather loudly I might add. With a pair of hoof beats stomping on the floor heading our way. From where we were the view to the door was hidden from us by a wall. So we didn’t know who it was until a few seconds later when Twilight came stomping into the kitchen and right up to me. She was a mad mare in more ways than one. Her hair was disheveled like she hasn’t brushed it yet. The simple sleeveless shirt and sweat looking shorts she was wearing were also wrinkled. As if she just woke up and walked over here without doing anything else. If that was the case, then it would explain the slightly pissed off look that she was looking at me with right now. Not to mention the slight snorting sound that almost sounded like a raging bull. And oddly sexy.

“Goodness Twilight, are you alright?” Fluttershy asked with a clear concern for her friend.

“You couldn’t wait a little while to tell her could you?”

I had no clue what to say, but my brain sputtered out, “...uh…,” with a confused, and goofy, look on my face. During all this time Philomena had jumped down to the table and decided to have some milk.

“Twilight what happened?”

“What happened Fluttershy,” she testily told her friend, “is that due to this screwball,” she pointed at me, “telling Rainbow about the Daring Do book delay. Rainbow decided it was time for an emergency meeting to try to solve the problem. Thereby startling me out of my mind when she woke me up by frantically shaking the living daylights out of me.”

My mouth formed an “O” at her explanation. That explains her disheveled look this morning. I didn’t know whether to laugh because this whole thing was just that funny or run for my life due to the look she was giving me. However, if I did laugh, then I would have to run for my life. So, my best option was to keep quiet.

“Well, what have you got to say for yourself, mister?” Twilight leaned in with narrowed eyes at me, which left out the option of keeping quiet.

Without even thinking, which was the first mistake, I said, “Good morning Twilight?”

She snorted like a bull again growling out, “Don’t you good morning me.” Did her eyes just flash red or was it just my imagination?

“Goodnight Twilight. Well, that day went quick didn’t it?” I said it all without thinking and the quick short laugh pushed her over the edge. Though Fluttershy giggled thinking it was funny. Twilight...didn’t. In fact, she nearly shouted out a frustrated yell while at the same time her hair and tail burst into flames. Not to mention her eyes glowing red. All while glaring at me. There was only one thing to do.

Run.

While I was scrambling out of the kitchen this set of events happened. And in this order.

I heard Twilight yell out, “Come back here you sorry excuse for a half-breed.” Now that hurt.

A loud magical hum came from her while Fluttershy gasped in shock at what she said.

Philomena screeched and flapped her wings taking flight.

Fluttershy called out, “Twilight wait.”

Then a loud painful screech from Philomena then a thud. Taking a chance at my life I stopped at the door and turned around to look. What I saw was Philomena squawking painfully on the floor as the magical something took hold of her. Fluttershy gasped in shock putting her hands to her face while poor Philomena’s body vibrated and nearly thrashed on the floor while in the grasp of Twilight’s magic. Twilight’s rage went away as she too looked on in shock at what happened. It looked like Philomena went to follow me and got hit by whatever Twilight meant for me.

“Philomena,” I called out in a near panic running over to her. Her body was changing as I knelt down beside her. However, when I tried to touch her my body was shocked by the magic. Unfortunately, there was no way to help her. “Twilight,” yelling out I looked over to her. She had tears in her eyes while standing there in total horrific shock.

“I’m so sorry,” Twilight said apologetically, her eyes wide in shock with her hands over her muzzle. “I’m so sorry.” She kept saying it over and over again.

But the whole ordeal with over within two or three minutes. Philomena’s body had changed from a normal phoenix to an anthropomorphic one. Still, with a phoenix head, but with the body like a young teenage girl. With some differences. Her body was covered with short feathers, almost like a duck, with a down layer underneath. Her wings spread out on the floor under her, which had a wide wingspan. Long slender arms that ended in claws instead of fur-covered hands. Long bright red and yellow hair covered her head. Her tail was almost like a peacock’s tail. Multiple long feathers, but with the same colors she had before. Instead of feet and legs were phoenix legs and claws.

“Philomena?” I asked softly and was able to touch her after the magic dissipated. Putting a hand to her head and neck I could tell that she was just passed out.

“What have I done?” Twilight whispered as Fluttershy got up quickly walking over to kneel down on the other side from me.

“She’s just passed out,” Fluttershy mentioned quickly while going into nurse mode like with all the other animals.

While she was doing that I addressed Twilight. Who right now looked like she was starting to hyperventilate. “What spell did you use?” I demanded of her.

“I don’t know, I wasn’t thinking,” she quickly said while going into a state of panic. “I’m sorry, I’m so so sorry.”

Seeing how Twilight isn’t going to be any help with this I looked to Fluttershy, “I’ll take care of Philomena here. Would you take Twilight somewhere else?”

While I gently held Philomena’s head gently in my lap, Fluttershy took a hand, “You know she’s sorry.”

“I know that,” I whispered back while Twilight kept saying how sorry she was. “But right now I’m too upset to hardly think straight and Twilight is having a panic attack. So, it’s best for both of us if she took some time away, calmed down, and figure out what she did, so she can undo it.”

Fluttershy seemed to think it over before agreeing to it with a nod. While Fluttershy stood up going over to the now muttering Twilight, I gently picked up Philomena from the living room floor. After laying Philomena down on the couch I watched Fluttershy usher Twilight out the door.

Dammit to hell. Now there was nothing to do but wait. A chair was used from the kitchen for me to sit and wait next to the couch. I wanted to be the first thing that Philomena sees when she wakes up. This is going to be a shock to her.

^_^

During the two hours that Philomena was out, Fluttershy’s animals came by checking on her from time to time. Mostly the smaller animals but especially the birds. I wasn’t surprised that the birds would have a keen interest in Philomena’s welfare. From time to time, I got up to get something to drink but mostly sat in the chair and waited.

Two hours later she started to stir. Her head moved to the side, moaning slightly with her eyelids starting to flutter. Leaning forward I gently put a hand against the side of her head. “I’m here Philomena,” I spoke gently and softly to her. “Wake up.” A few smaller birds, that was already inside, had flown up to the back of the couch to watch.

Her eyes slowly fluttered open with a soft groan of discomfort. Also, moving her head gently so the first thing she would see is me. “That’s it,” I whispered to her as her eyes locked onto mine. “How do you feel?”

And to my utter surprise, she spoke. “Fred?” I blinked down at her in shock. My mouth hung open wanting to say something, but found that I couldn’t. The birds, perched on the back of the couch, did so for me. They chirped happily bouncing up and down flapping their wings excitedly for her. Philomena looked up over to them as I took my hand away from her head. I think she understood them because she turned her head to look up at me again. “Stayed?” Her voice was soft, nearly melodic, with a slight chirp to it. It was a nice and pretty voice to listen to.

It took me a second to know that she was referring to me. With a smile that reached my eyes, I nodded to her. “Yeah I stayed,” she tried to get up but had a hard time doing so. Understandable with her new body now. So, I helped her sit up putting a hand under her, and held her left hand (claw?) with the other. “There’s something you should know. And I don’t want you to panic.”

She caught a glimpse of her claw-like hand in mine as she sat up. That triggered the birds to softly tweet to her. Probably telling her the same thing. She was already starting to panic though. Her eyes went a little wide in confusion taking a look down at her new hands. That prompted her to take a slow look at the rest of her. She let go of my hand to touch around her body, tapping her chest, legs, and more. And her breathing was starting to get rapid as if she was hyperventilating.

“Philomena,” gently putting a hand to her head I moved it to get her attention again. “Look at me. This is a shock I know, but try to take a few deep breaths.”

Her eyes locked onto mine and I could see the concern that was quickly escalating to fear. My words, and the calm chirps of the birds and smaller animals, must have started to reach her because she started to calm down.

“Remember after you took off?” Her head slowly nodded. “The spell that struck you was meant for me.” My hand was still on her back as she took my hand in hers from her head. She was holding it like a lifeline. “She’s sorry for this accident, but that’s what it is…an accident. Twilight was nearly catatonic with regret. Right now they are all gone, so they may not be back until nightfall or later.”

Her eyes left mine to look over her new body once more but still held onto my hand. “And this new body is the result.” With her other hand, she poked her legs and moved them in order to get to know her new limbs. “Take your time Philomena.” She did and for the next little while, she moved her legs, feet, arms, and claws. She had the body of a young teenager of around fifteen.

“Strange,” she cawed softly looking at me. Though, thankfully, the mind was the same, which was who knows how many centuries old.

“No doubt there. Need some water?” I asked her while letting go of her claw-like hand and grabbed the glass bring it over to her.

“Yes,” she answered and I had to help her with the simple task of holding the glass and bring it up to her beak.

“Slowly,” I whispered helping her take a few sips. “There you go.” When she had enough, I put the glass back on the coffee table. “You feel like standing up and give walking a try?” She looked hesitant before giving me a slow determined nod. After taking both of her claws in my hands I helped her stand up. Being a phoenix for a long time and walking like a bird, I didn’t think that walking as an anthropomorphic phoenix would be that much of a difference.

She took to walking quickly. Only took her about ten minutes or so of constant effort. After that, she could walk without any help. And now that she was standing, it confirmed my suspicions about her height. She stood about five foot three or so. Which meant that I was almost a foot taller and her head barely came up to my chest. “Now how about a walk outside?” Philomena looked up to me with a smile on her beak, took my hand, and nodded.

Once outside and walking up the path toward the town proper, the animals seemed to leave us to ourselves. “Philomena?” I asked getting her attention as we walked up the path, “How do you feel about this change? I’m assuming that you want to be changed back right?”

The wind blew through her long hair as she looked up at me. Then looked over her body again, “This strange. Yes, want body back.”

“Figured as much,” I agreed as we started to pass the cow barn on the left. “Staying in this body will be very different for you. Some things I just won’t be able to explain simply because I’m male and your female.” The questionable look in her eyes told me that she was fixing to ask what they were and that wasn’t something I wanted to tell her. “No. Just,” I chuckled lightly, “trust me on this one alright?” She slowly nodded. “After Twilight and the gang gets back we’ll see if she can change you back and if not then...I guess the girls can explain those things to you. It wouldn’t be right, or proper as Rarity would say, for a guy to explain them.” That would be a very awkward conversation indeed.

Three screams cut through the air as we were passing the barn. We stopped and looked over to see Apple Bloom, Sweetie Belle, and Scootaloo running out of the barn as if a demon was chasing them. The front of the barn was facing us, so they were headed our way.

“Now I wonder what’s gotten into them?” That question was answered by a bull bursting through the barn doors after them. “Oh, that’s what.” Before I could do anything, Philomena let go of my hand and took off into the air. And slower than you think would be possible for flight. But flying she was and headed between the girls and the bull.

“I told you it was the wrong one Scootaloo,” Apple Bloom was shouting to her friend next to her as they ran.

“Ok, I’m sorry,” Scootaloo apologized with her wing fluttering to gain running speed. “So we don’t get our cutie marks in cow milking.”

I had just enough time to hang my head and groan before waving a hand to them, “Girls over here, this way.” And when the girls saw me they made a beeline for me.

Philomena ignited her whole body, got low to the ground, and cast a wall of flames between the bull and the girls.

“What was that?” Sweetie Belle asked as they got near the fence.

“Who cares just jump the fence,” Apple Bloom told them before they started jumping over the fence to walk up to me. Each one looking a little worn out from the sprint they did, but looking none the worse for it. All I did was just cross my arms and gave them a slow shake of my head.

“You know,” I chuckled lightly when they stopped in front of me, “you three are just as much the trouble makers here as you are in the human world. You know that?” They couldn’t answer immediately due to having to get their breath back. Letting Philomena land next to me moments later.

“Girls OK?” she asked while looking them over.

“Yeah,” Apple Bloom panted out, “We’re alri-” She and the other two stopped and simply stared at the anthropomorphic phoenix standing before them.

“Long story short girls,” I spoke up to answer their unspoken question. “Twilight got upset with me and wanted to use a spell on me. It hit Philomena instead.”

Satisfied that the girls were fine, Philomena backed up to take my hand again.

“That’s Philomena?” I nodded to Sweetie Belle. “Whoa. Pretty.”

Philomena seemed to blush, “Thank you.”

“Why don’t we escort you back to town alright?” I asked them rhetorically in a tone similar to a parent trying to be patient with their kids.

“Alright,” Scootaloo agreed as they started walking with us toward town.

“Yeah, we didn’t get our cutie marks in cow milking anyway,” Sweetie Belle complained.

“Try something that’s not going to get an animal running after you to stomp you into tiny pieces OK?”

“Alright Fred,” Apple Bloom said.

“Good,” I nodded as they were walking in front of us. “So where do you three want to go?”

“Well it’s about time for school anyway,” Sweetie Belle spoke up. “So we might as well head over to the schoolhouse.”

“Sounds like a good idea. Safer that way,” Philomena agreed with me with a soft melodic “yes.”

^_^

The schoolhouse looked like the ones in old movies. Red and white one-room building with a covered entrance and a bell tower. Outside the building off to the side was a play area with slides, swings, and other equipment. We weren’t the only ones walking up the packed dirt path up to the schoolhouse. Some students walked alone while some had their parents. One student, in particular, had a human with her. She looked to be around fourteen with a light pink coat with light purple and white hair and tail.

“Why does she have to be here?” Scootaloo groaned out while watching the mare with intense narrowed eyes.

“And who’s that?” I wondered aloud.

“Diamond Tiara,” Sweetie Belle explained through an irritated sigh. “She and her friend Silver Spoon is always making fun of us for not having our cutie marks yet.”

“I’m also guessing that her parents are rather rich? If the fancy clothes she’s wearing is any indication.”

“Yeah she’s rich Fred,” Apple Bloom nodded up to me. “And whenever there’s any debate on humans and slavery she’s all for it.”

She must have heard at least part of our conversation because Diamond Tiara, and her human slave, turned and walked right up to us. Philomena’s irritation at this mare was practically radiating from her as she gripped my hand a little harder. “Well well if it isn’t the blank flanks,” her voice was grating and instantly rubbed me the wrong way. A classic verbal bully she was. Tiara’s eyes looked over at me and Philomena curiously. “Have you three finally gotten your measly bits together and got a slave and a pet? It’s about time you three did something good.”

Philomena’s heckles were rising...very quickly. Getting closer to Philomena I looked down to Tiara, “I’m no slave and this is Philomena. She’s a friend.” Hopefully being a little closer to Philomena would help calm her down.

“Quiet human,” she demanded of me through a quick and loud demeaning voice. “All are slaves and forever will be. You are not to speak unless spoken to.”

“He’s not a slave,” Apple Bloom spoke up for me surprisingly and with a firm voice as well. “His name is Fred Justice and-”

“I don’t care what his name is,” Tiara interrupted quickly. “He’s a human and therefore a slave until he dies a meaningless death. As all humans should.”

I smirked down at her, “I’m no slave and slavery will be abolished. It’s only a matter of time.”

“I said silence slave,” Tiara nearly shouted at me, clearly beyond irritated. This was brainwashed hatred pure and simple. She was raised to hate humans and treat them like dirt. So, with that upbringing, her attitude wasn’t surprising. What was surprising was the small whip that suddenly appeared in her small fur-covered hand. “You will know your place,” she called out now looking at me with pure malice, and brought her arm back to swing her short whip at me. This could get bad very quickly.

Knowing this had to stop, I was close enough to quickly step forward and grab the whip from her hand. “Give me that,” yanked the whip from her before tossing it to Philomena. “Burn that please?” Philomena gladly did so with a smile on her face.

“Hey give-” Tiara started saying before Philomena burned it. Then huffed at us turning toward the schoolhouse as her whip burned to a crisp, “You will ultimately be punished. All of you. Come, slave.” She addressed the human she was with and with a sad nod he followed her while she strode up to the schoolhouse.

“You’re quick,” Scootaloo commented.

“Thanks,” my smile to the girls was genuine, though tinged with sadness. “Although I’m afraid that this Diamond Tiara might be too far gone to convince her to let go of her hate.”

“She’s going to Cheerilee,” Apple Bloom said while by this time the small crowd of fellow students and parents had stopped to stare at us. It was sad that such a nice warm summer day was to be ruined by this.

“Yeah, and lying to her. Probably saying that we started the whole thing,” Sweetie Belle groaned in frustration.

And as if right on cue, a dark pink coated light pink and white-haired mare came out of the schoolhouse. The crowd parted allowing her passage with Tiara and her human right behind her. Cheerilee was dressed in a white button-up blouse with a black dress. Tiara was looking smug behind her which wasn’t surprising. A few seconds later we could see the look of irritation on her face. “Just what’s going on here?”

“Miss Cheerilee,” Apple Bloom spoke up first. “Diamond Tiara was going to use a whip on Fred and Philomena.”

Cheerilee stopped and looked at both Philomena and I carefully then focused on me. It took a few seconds before the little light bulb went off. Her eyes started widening in realization. That’s when I bowed my head slightly with a smile, “Prince Fred Justice at your service.” Then motioned to Philomena next to me, “This is Philomena. There was an accident between Twilight and I with Philomena getting the impact of the spell that was meant for me.” Cheerilee was still looking a little shocked up at me, so I continued. “Miss Cheerilee let me ask you something.”

“Y-Yes?” she all but squeaked out, now looking more than a little nervous.

“First off relax,” I told her softly with a kind smile. “Secondly. Does Diamond Tiara always carry her whip to school?”

“Why should she answer the question of a slave?”

“Diamond Tiara!” Cheerilee turned on her quickly with a quick firm voice. “You will be quiet or have a month of detention.” Tiara was taken back and shocked that her teacher would address her so but remained quiet. She then turned back to me, “As far as I know this is the first time that she has had it in her possession at the school. And she will be punished for it.”

“I object!” Tiara just couldn’t keep her little trap shut. “I refuse to believe that this human is a prince.”

“Your belief is immaterial to the facts,” I told her while giving her a soft glare. “I am Princess Celestia’s son whether you like it or not. Just be glad that I’m letting Miss Cheerilee determine your punishment instead of possibly arresting you for an attempt of assault on the Equestrian Crown.” While I was talking I took a couple of steps up to her and lowered my face near hers while my raising my voice. My hope was to put some fear into her, so she would think twice about doing this in the future. “There is one stipulation,” I said while looking Tiara in the eyes, “her parents will be told of this and that it won’t happen again.”

“I will let them know Prince Fred,” Cheerilee said quietly understanding the unspoken request.

While Cheerilee was speaking I think it finally dawned on Tiara that I was indeed a prince. If her widening eyes of horror was any indication of how much she had just screwed up. “Now then,” I addressed Tiara quietly, but firmly, “I trust that you will be a good girl from now on? And treat others with respect?”

By this time the crowd had quietened down to listen with rapt attention. Tiara gave me a quiet, “Yes Prince Fred, I’ll be a good filly from now on.” It appeared to be working.

“Very well then,” I nodded to her before turning back to Cheerilee, “I’ll be on my way then. I just came by to drop of these three trouble makers.” I motioned to the Crusaders with a chuckle and a smile.

“We’re not that bad,” Apple Bloom protested but giggled anyway.

With a soft chuckle I leaned down to whisper, “At least try telling the difference between a bull and a cow next time huh?” All of them blushed and either lightly hoofed the ground or rubbing their head in embarrassment. “Anyway, I’ll be back to pick you up if your sisters aren’t back yet.” Leaning up I ruffled Scootaloo’s head a little. She was good-natured about it giving out a soft embarrassed “hey” at me.

“All right,” Cheerilee said aloud. “School is in session. Everypony inside.” With that announcement, all the school kids started filing inside. And soon after it was just me, Philomena, and the other parents as they walked away from the school.

“Well that was eventful wasn’t it?” I commented a little comically to ease the tension.

“Yes,” Philomena agreed.

“You hungry?” I looked over to her, “I know it’s not lunchtime yet, but...” I shrugged my shoulders.

She nodded to me with a smile, “I know good place.” She took my hand again and started pulling me, “Come.”

^_^

“Looks like a house from Hansel and Gretel,” I commented as we walked up to the ornate building. “Oh, it’s a kids story back in the human world,” I explained when she gave me a confused look. “In that story, two kids came across a house that was made from all sorts of candy.” Considering it wasn’t lunchtime yet and only around a little after nine in the morning there weren’t that many ponies inside. Only two that I could see. One was light blue with two-tone pink hair and tail. The other was yellow with orange hair and tail. Also with a couple of foals with them.

Inside was a look almost out of the fifties. The fifties looking tables and chairs in the front and a counter with a kitchen behind that. The pair stopped and looked over at us. “Hi there,” I waved, smiling at them pleasantly, “I’m Fred and this is Philomena?”

“Philomena?” the mare asked with a curious yet knowing expression. “As in Celestia’s pet phoenix?”

“Yes,” she answered. The two foals played away on the table oblivious to anything.

“What happened to you dear?” the mare asked, now standing up walking over to us.

“Well, it’s sorta my fault,” I chuckled sheepishly as the mare stopped to glare at me. “You see I got Twilight a little upset this morning and the spell that hit Philomena was meant for me. This is what she turned into. And we have to wait until she and her friends get back before trying to fix it.”

“Oh you poor dear,” the mare gently took Philomena’s hand bringing her from me over to the table. I gave her an amused smirk as she was practically dragged away and sat down, “You can sit right there. I’ll go and get you something.” Then she was gone behind the counter and then into the kitchen.

Philomena motioned to me to sit next to her, so I walked over and sat down in the chair next to hers. “So you are Fred as in Prince Fred?” the stallion asked a little warily. Now that both of us were at the table, the two foals stopped playing to stare at us.

“Yes sir,” I smiled putting my hand out to him. “Prince Fred, but just call me Fred. I want to earn the title of Prince.”

He took my hand and shook it slowly. The look on his face told me that he was processing all this. After letting go of his hand the two foals crawled over to us. One was a unicorn and the other a pegasus. “I’m Mister Carrot Cake and my wife is Missus Cup Cake and these are our two foals Pound and Pumpkin Cake. Pound is the Pegasus and Pumpkin is the unicorn, your highness.” He said it all very cordially.

“Oh, they are just adorable,” waving my fingers at them. “You can just call me Fred Mister Cake, there’s no need to stand on ceremony with me.” Philomena, meanwhile, was having the time of her life with Pumpkin. Philomena had lowered her head onto the table to get eye to eye with the unicorn. Pumpkin was giggling and patting her small hands on Philomena’s face. That attracted her brother which crawled over to join his sister in the fun. Suited me just fine as I sat back to watch the two fawning over Philomena’s head with a smile. Philomena was cooing softly, making bird type sounds to entertain them.

Philomena looked to be having a great time and even after the food and juice came she and the foals shared it while I and their parents watched. There is something to be said about a small town that lets one enjoy small moments such as this. The giggling and cooing of the foals and Philomena were contagious because we all started doing the same. Soon though it was nearing lunchtime with ponies starting to walk in, so it was time for the foals to be put down for their nap. Not to mention them needing to get lunch ready for the crowd. All in all, it was a pleasant time. We said our goodbyes and walked out with Philomena practically bouncing next to me.

“Foals are beautiful,” she cooed out with her eyes twinkling like a teenager. “She said us to come back.”

“I’m glad she did because yes they are adorable I agree. I could tell you enjoyed them.”

She nodded up to me while swinging my hand a little while we walked. “How ‘bout we go to Twilight’s library for the rest of the day?” I asked not really knowing what else to do for the rest of the day. She nodded up to me with a smile squeezing my hand slightly as we walked.

^_^

Philomena and I were just walking up to the schoolhouse in the early afternoon. It was time for the students to be dismissed from their classes. Earlier while we were at the library I was reading up on Equestria’s history while Philomena took a nap with her head in my lap. I’ll admit to liking how cute she was laying there curled up on the couch. I even had my hand lightly running through her hair. In some ways, it was sad that she wanted her original body back. We couldn’t have the conversations as we do now. I really should tell mother, so she and Philomena could have some of that conversation now.

In the meantime, we were picking up the girls from school because Twilight and the others weren’t back yet. It was a beautiful day to be out with the other parents, most of whom were there this morning, who had also arrived. We decided to wait for the girls near the entrance of the schoolhouse by the flagpole where they would easily see us. Philomena was again holding my hand when the school bell rang to let the kids out for the day.

Of the parents there, only one really stood out to me. As I leaned against the flagpole my eyes spotted a mare that had a grayish pink coat with a two-toned magenta mane and tail. She had on a single piece full-length pink dress that spoke of one thing. Money. And plenty of it. The expensive shoes, a golden belt with studded diamonds, and a golden necklace to match helped confirm my suspicions. And arrogant if I had to venture a guess.

Apple Bloom, Scootaloo, Sweetie Belle, and Diamond Tiara were the last four to walk out of the door. Cheerilee stood just inside the doorway watching them leave. I waved to Apple Bloom and the girls while watching Diamond Tiara out of the corner of my eye.

“Hey Fred,” Apple Bloom greeted me.

“Hey girls,” greeted back with a smile looking between them. “How was the rest of your day?”

“Actually it was good thanks to what you did this morning,” Sweetie commented happily.

“Yeah,” Scootaloo agreed, buzzing her wings, “It’s the first time in a long while she actually left us alone for a whole day.”

“That bad sometimes huh?” I asked while watching Diamond Tiara talk with the grayish-pink coated mare which I assumed to be her mother. It was out of earshot, so I had no clue what they were saying. What was interesting was when Diamond’s mother spotted Cheerilee at the door. Cheerilee motioned for the mare to come forward and talk to her.

“Definitely,” Apple Bloom confirmed.

While Cheerilee and the mare were talking, the pink mare in question jerked her head as if in shock then looked over at me.

“Well, I suppose it’s time to get you over to the library until your sister’s get back.” As I was mentioning that, the pink mare looked a little upset. It was plainly seen because she suddenly turned around and started marching over to me as if on a mission.

“Yeah, I think that wou-”

“You there!” the grayish-pink mare called out to me while stomping over and interrupting Sweetie Belle. “Slave!”

This was going to be fun. I looked around comically before pointing to myself and mouthing the word “Me?”

“Yes, you!” She stopped in front of me as her eyes gazed up and down in disgust, “How dare you, a mere human slave, lay a hand on my daughter much less destroy her property.” Philomena was getting heated, but I waved to her secretly to calm her down.

“Missus Rich-”

“You will be quiet Miss Cheerilee,” she quickly turned her head around interrupting the teacher with heat in her voice. “You are just a mere teacher. I am the head of the school board. You will be silent.”

“Now you see where Diamond Tiara gets her attitude from,” Sweetie Belle mumbled quietly with her arms crossed over her chest. She also had a look to match.

“You will be quiet blank flank and know your pla-”

“HEY!” I quickly interrupted her with a loud shout and stepping up to her looking down into her face only inches from mine. “You will speak to me,” my voice was quiet but edgy, “and you will never speak to her like that again. Do you underst-”

She slapped me. And the other kids, and parents, that were there before started backing away and or leaving when she did that. “You are nothing more than a miserable human slave,” she shot back up at me, “and you have no rights and will never speak to a pony that way.”

“Philomena?” I asked softly while keeping this mare there by my gaze. “Will you take the girls to a safe distance and or inside the schoolhouse please?”

And the rest that was there out of curiosity was now leaving. Philomena motioned the girls away and into the schoolhouse where they peered out the door at me. It was like two wild west gunfighters squaring off in the middle of the street. She backed up and with one hand took out a large whip. I had no clue where she hid in the first place, nor did I really care.

I moved from the flagpole and down the walkway in order to get some distance between us. “I really wouldn’t do this Missus Rich if I were you,” I tried telling her as she put about six or so feet between us and raised her whip.

“Out of control slaves ought to be punished!” And at her last word pulled her arm back.

And that’s when I ignited my whole body on fire with flames. I wanted to put the fear of Celestia in her. Not only was my whole body on fire, but the flames were rising about teen feet, give or take, into the air while I yelled out, “TRY IT!”

She screamed out in shock and terror dropping the whip she was going to use on me and started backing up toward the school.

And now that I had her attention, I put myself out, straightened out my shirt, and started walking toward her, “Now that I have your attention.” And just like a switch, my voice went from screaming terror into her to completely cordial.

“What are you?” she asked now looking terrified of me. She was still backing up and I still walked toward her. Until she backed up against the wall of the schoolhouse where I stopped a few feet from her. And as my eyes bored into hers, the girls with Diamond Tiara, Cheerilee, and Philomena stepped out to watch.

“I am Fred Justice,” I told her in a calm but firm voice clasping my hands behind me. “I am a child of the sun and nephew of the moon. I am Princess Celestia’s son and Princess Luna’s nephew and you will listen to me. Do you finally understand?”

“Yes your majesty,” she squeaked out quickly while her eyes were locked up onto mine and smaller than the head of a pin.

“Good,” I gave her a quick nod while watching Philomena burn another whip out of the corner of my eye. “Now then,” I stepped forward to gaze down to her, “from now on you are not to raise your hand or your voice to any pony, any human, or any child ever again. You are not to use your whip, or anything against a human ever again. If you do, then charges will be filed against you to the fullest extent of Equestrian law. Do you understand Missus Rich?”

“Yes your majesty,” she squeaked out quickly.

“You are welcome to tell your husband this if you so choose to do so. And if he feels the need to speak to me then I will be happy to speak with him alright?”

“Yes your majesty,” she squeaked out again.

And with a nod, I turned toward Cheerilee, “Do you need to speak with her Miss Cheerilee?”

It took her a second for her brain to kick back into gear after I addressed her. “Oh um,” she shook her head slightly and blinked at me, “no I think you took care of it, sir.”

“Well, I’ll get out of your hair then,” with those simple words to her I looked toward the girls. “Shall we?” I motioned to the path with a wave of my hand while looking at the girls. Philomena was the first over to me. She gave Missus Rich a bird sounding huff before taking my hand in hers. The girls followed but it wasn’t until we were away from the schoolhouse that they spoke up.

“That was so cool,” Scootaloo looked up at me with wide excited eyes.

I had mixed emotions about that. “While I appreciate that Scootaloo, I wish I didn’t have to.”

“Why did you?” Sweetie Belle asked.

“Well,” I started then stopped while trying to think of a way to explain it. Then it hit me. I smiled down at them. “First let me ask you something.” They nodded. “Were any of you ever spanked when you did something wrong or weren’t paying attention?”

“Yeah,” Apple Bloom said with some embarrassment.

Scootaloo nodded as did Sweetie Belle.

“Ok and that is used either when you do something wrong,” I explained, “or to get your attention. Which exactly what I was doing to Missus Rich. Think of it as an adult verbal spanking. A way to mentally shock her into listening to me. Which only time will tell I’m afraid.”

“Well it seemed to work,” Apple Bloom giggled a little.

“So, you really wouldn’t have hurt her would you?” Sweetie asked curiously.

I simply shook my head with a smile, “No of course not. If she did further attack me, for the sake of argument, then I would have restrained her, but nothing more.” They were silent for a minute, so I added with a smirk, “Besides, it gave Philomena a chance to burn another whip.”

Which she replied out with a happy, “Yes!” and skipped beside me.

^_^

As soon as the girls and I stepped into the library I called out, “Spike?”

“In here Fred,” he called out from the kitchen.

“Twilight and the girls back yet?” I asked as the girls fanned out to do what they wanted.

“Nope,” he responded.

“Thanks,” I told him before addressing the girls again. “In that case, the first thing I’d like you girls to do is your homework.” They immediately groaned.

“Aww,” Sweetie Belle started giving me the puppy look, “but Fred...”

“No buts,” I chuckled with a smile. “But you are welcome to the kitchen if you need anything though. Homework first, play later.”

“Yeah we might as well get it over with,” Apple Bloom mentioned with a shrug before grabbing her book bag she brought from school.

“I suppose,” Scootaloo chimed in with her voice sounding a little glum. “But it’s no fun.”

“It’s not supposed to be,” I told them as Philomena and I went over to the couch under the front window and sat down. “That’s why it’s called homework.” Philomena giggled cutely before leaning up against me to watch the girls with me. I’d figure might as well keep myself available for them in case they needed questions answered.

The girls went over to a table off to the side of the room, sat down, and got to work on their homework. And because it appeared that they didn’t need me for anything I simply leaned back and closed my eyes. A second later Philomena’s head was in my lap where she took my arm draping it over her to hold in her arms.

I’m not sure if I dozed off or not because the next thing I knew the door was opening.

“I can’t believe we went on an adventure with the Daring Do,” Rainbow’s loud giddy, and excited voice shot through the door right before she did. Her sports top and bottom were dirty and torn in places, not to mention her wings needed preening. However, she seemed way too happy to care. The rest of the girls came in looking a little dirty as well, but all with smiles. Must have been the adventure they were on.

“Rainbow Dash,” Scootaloo nearly shouted at seeing Rainbow walk in and got up to run to her quickly giving her a hug. “Did I hear you right? You met the Daring Do?”

“Sure did squirt,” Rainbow said giving Scootaloo’s head a rub. “Turns out that Yearling is Daring Do.”

“Alright, I’ll admit it was a good thing we went,” Twilight seemed to not want to say, but did anyway, “She needed the help and it was good that we stopped Ahuizotl or Equestria would be under centuries-long heat wave right now.” Twilight closed the door behind her as AJ and Rarity walked up to their sisters.

“Hey there AB,” AJ said to her sister happily while walking over to her, “Workin’ on homework?”

Rarity walked over to her sister as well and giving her a hug.

“Yeah,” AB nodded sadly. “Fred said to go ahead and work on it after he walked us here.”

“He did?” Rarity asked sounding a little surprised with her head-turning around to find me on the sofa by the door.

I waved at the girls when they finally spotted us, “Hi there ladies. It sounds like you all had a grand adventure.”

“Yes, but it’s good to be home again,” Fluttershy said before turning to the girls. “How was school today?”

“Actually it was great,” Scootaloo spoke up while looking up to Rainbow, “For the first time Silver Spoon and Diamond Tiara left us alone thanks to Fred.”

And I could already tell where this was going and how the girls would take it the wrong way and there was nothing I could do about it.

“What did he do?” AJ asked while Twilight was trying not to make eye contact with Philomena. Who was now sitting up and lightly glaring at Twilight.

“Oh well, this morning Diamond Tiara actually brought a whip to school,” Sweetie started explaining.

“She did what?!” Rarity’s shocked voice rang out at the news with wide eyes to match. “Are you alright? Did she do anything?” As Rarity immediately started checking her sister, like a mother hen, Sweetie tried scooting away.

“Oh no she didn’t get the chance to do anything Rarity,” AB spoke up quickly to calm her down. “Fred took her whip from her letting Philomena burn it.” Where Philomena chirped out gladly with a smile.

“Thanks,” AJ looked over to us saying reluctantly. I nodded at her.

“But that wasn’t all either,” Scootaloo continued. “You should have seen him put the fear of Celestia into Missus Rich after school.”

All eyes went to me.

“Fred?” Twilight questioned slowly through narrowed eyes.

“Oh no, it wasn’t like that.”

“Then what was it, Sweetie?”

“Well Rarity,” she continued, “after school, Miss Cheerilee wanted to speak to Missus Rich about Diamond Tiara, but before she could explain everything Missus Rich marched over to him. Started saying that’s he nothing more than a slave and should be punished and everything. I even thought she was going to strike me for mumbling that’s where Diamond got her attitude from before Fred stopped her. But that’s when she slapped him.” The girls blinked in shock and eyed me before looking back at Sweetie riveted in the story. “That’s when they squared off to each other.”

“It was so cool!” Scootaloo interrupted excitedly. “It was like two fighters squaring off. She was going to whip him for being an out of control slave before Fred scared her enough for her to drop the whip.”

That’s when they looked at me again.

I just shrugged, “As I explained to the girls. Sometimes they need a shock to the system to get them to listen. And she finally did. Cheerilee tried to say something, but apparently, this Missus Rich doesn’t listen well to others.”

“Sadly no,” Rarity nodded to me. “I’ve dealt with her before, and she’s highly arrogant.” Her eyes softened at me, “Thank you for protecting our sisters.”

“Of course,” I nodded to them with a smile. “I wouldn’t let anything happen to them.”

“So,” Rainbow spoke up slowly while looking at Philomena, “that’s Philomena?”

“Yes Rainbow,” Philomena nodded while smiling at Rainbow. “I Philomena.”

“Wow, so that’s what happened this morning,” Pinkie spoke up then started bouncing on her hooves. “I can give you a brand new body party.”

“That’s the thing,” Twilight interrupted quietly as all eyes went to her. She took a breath and stepped up, “Philomena, I’m sorry for this morning and I’ll do everything I can to change you back.” Twilight offered her hand.

Philomena glanced at it and then up to me where I just nodded to her. She looked up to Twilight with a smile and took Twilight’s hand, “I forgive.”

“Thank you so much, Philomena,” Twilight said gratefully. “I’ll get to work right away at reversing it.”

“In the meantime,” I nodded speaking up, “I think she could use some clothes and advice on her new body.”

“Oh that’s right,” Fluttershy walked up then sat down next to her, “she doesn’t know anything about the body she’s in now.”

“And I do agree that she does need some clothes,” Rarity looked her over with her mind already running through ideas that were popping up in her head. And a few seconds later… “Idea!” she singsonged happily clapping her hands. “I’ve got just the thing that would go wonderfully with your light blue eyes.”

“Why don’t I come with you and Philomena then Rarity?” Fluttershy suggested happily. “That way she and I can talk while you work on her dress.”

“Why that’s a fabulous idea Fluttershy.”

“Well, then why don’t y’all do that,” AJ spoke up, “I got to get back to the farm.” She addressed Philomena while walking to the door, “Glad you’re alright Philomena. Let us know if you need anything or have any questions. See ya at the farm when you’re done AB.”

“Ooo,” Pinkie bounced over to her, “we should talk later now that we can, but I have to get back to the Cakes.”

Philomena cooed a giggle at their antics as they left before Rainbow walked over. “Yeah, we should talk later too. Just think of the pranks we can think up now,” Rainbow stuck her fist out as Philomena fisted her back, “See you around.”

“But Rainbow,” Scootaloo objected with a whine, “you’re not going to help me do my homework?”

“Sorry squirt, but me and homework don’t get along together,” Rainbow waved as she headed out the door.

“Don’t worry Scootaloo, I’ll help you girls,” I chuckled when seeing her sad reaction to Rainbow’s leaving.

It was then that Fluttershy stood up gently taking Philomena’s hand in hers, “I’m so excited to see what dress Rarity is going to make for you Philomena.” I just smiled as Rarity and Fluttershy talked to her as they led her to the door. Philomena looked to me with a slightly worried look, but I encouraged her with a wide smile and a nod which seemed to relax her.

Which left me with Twilight. And she looked a little nervous because she was wringing her hands a little. “Um...I’m sorry about this morning.”

I was smiling when she apologized. “You’re forgiven Twilight,” I told her still smiling. Then grinned and added, “Besides, the look on your face was pretty funny this morning.”

So she picked up a pillow from the sofa with her magic and shoved it to my face.

Next Chapter: Chapter Twelve: Baltimare Estimated time remaining: 19 Hours, 5 Minutes