This is my forty–fourth clopfic out of the many that were made: aside from using canon characters this time as anthropomorphic beings instead of their normal forms, I'm also using fan characters to partake in it as well as ponifying characters based on those from other media too; of course, this is also a Mature–rated fanfic so unless you're in eighteen plus panel, stop right now and hit the back button.

Anyways, besides My Little Pony, or rather Friendship Is Magic and its setting and characters belonging to Lauren Faust and Hasbro, here are the following fan characters appearing in this chapter: Minituffs from mt; Zula and Trinidad from an–tonio; Samoa from Art–Anon; and Smudge Proof as himself.

Enjoy it as you are, my dear friends 'cause this is only the first chapter: I can assure you that what shocked me is the fact that it'd took about over a month for me to finish writing, editing, and uploading it to the site, especially since I'd plenty more to write about last year; I hope you can appreciate it and that we meet again soon enough, like before.

To say it was a dark and stormy night would be a great overestimation for an utter lack of better terms to say the very least; however, it didn’t change the reality of it all. An abundance of stormclouds were found to be clogging up the firmament, dumping its surplus of precipitation all upon the world below itself before solidifying about. The target in question was a large conurbation, a series of tall buildings with its lights and sounds out and about as they guided the way all throughout for all its denizens. There were soft layers of whiteness all piling up onto the earth and the vegetation egregious to be standing in the downward path off from its dream drop distance therein. Only signs of life brewing through the shine in the storm were various vehicles traversing about and the pedestrians that dared to set foot right upon the wintry mixture. Other than that, such vast and magnificent waters were a dyed deep blue with a small collection of vessel in many shapes and sizes all firmly attached to the nearby earth.

Of the scarce pedestrians within the vicinity of the very city, there was but a quintet of ponies who were perhaps alike in fair dignity at first glance. The party of five had possessed a few certain commonalities: their tresses flowed out with more than one color and heavy clothing upon their bodies. Of course, there were some significant differences all of them had as well, something that many like them would care less about to say the very least.

Their collective sense of fashion was certainly suitable for the very environment they were all in, something the equines had constructed as their identities to help any and all potential denizens differentiate between one another. For starters, the first of which was a petite pink pony with long tresses having bore every color of the rainbow, save for green; a thick purple sweater and sky blue pants with green earmuffs were found to be on their wearer’s body. The second of the quintet was a silver heavyweight with locks of yellow, green, and purple all tied up at the end; a simple combination of a thick white jacket with matching pants current had adorned their owner’s integuments. Walking in the middle was an azure unicorn with darker eyes and spiky hair with a gold accent, bearing an angular jaw compared to the rounded counterparts; a crimson tracksuit covered up much of the wearer, save for a face. Dressed in jet–black was a fruity pegasus bearing a brilliant tangelo painting the otherwise open integuments; like the intermediary nearby, the former also bore eyes of blue but had every color of the spectrum on display at once. The last of these wasn’t like the others, despite being a pegasus with but a similar coating as the opposing correspondent and technicolor scheme as the fruity peer nearby; though also dressed in white, a reflective vest was found.

“How much further are we to the factory, Coconut Cream…?” the pink lightweight asked whilst looking throughout the urbanized landscape.

It didn’t take long for the titular traveler to reply, “about a half–hour from where we’re walking at this rate, Toola–Roola; if we take the subway, then we’ll all get there faster: the party won’t start until in at least an hour from now…”

“It’s a good thing we’ve made copies of the city map prior to traveling: considering the new location, Trottingham is less populous compared to Manehattan; still, it’d help to figure out how to get there…” the azure unicorn heaved, gripping the piece of paper firmly within the left hand against the shine in the storm, “come to think, why this place…?”

“Must be a special occasion they’d said; at least it’s a fortnight before Hearths Warming: nopony won’t even have to worry about us missing our friends or family…” the flier in black had soon exhaled as the driving winds crawled past their hooves at once, looking at how the streets around themselves were being overrun with snow.

The shining pedestrian held onto the fruity pegasus tightly whilst shivering about slowly in the shadowed snowstorm, “I still wonder if she’d gotten any family of her own…”

“You’re still hung up about what she did to us, are you Rainbow…?” Toola–Roola scoffed in an instant, both eyes circling within their confined space as they were still traveling about, “it’s unbelievable: even after all these years, you just won’t let it go…”

“I’m sorry; it’s just that I’m still bothered about the life Cozy lived: betraying all of us and for what, power itself…?” the pink pegasus spoke sadly, staring at the snowflakes sparkling about in the airstreams for a few seconds no less.

A frown appeared upon the silver heavyweight’s visage as a reply escaped from their at once, “I’m still bothered by it too but don’t let what happened distract you from your right to live your life; besides, she’d made her own choice a long time ago and paid the price for her crimes twice in a row: initial imprisonment, then permanent petrification. For what it’s worth, I’ve already believed that you can be a better pony than her after what she’d tried to do to us, especially you in particular; after all, you’ve chose to be with others whom cared for you as yourself, rather than as another potentially assumed identity of Cozy Glow in the eyes of the colorblind and/or ignorant.”

“Even so, I still can’t help myself but to wonder what would’ve happened if she’d succeeded…” Rainbow had said to Coconut Cream somberly, still looking away from the others all the same, “I was there on that day she’d sucked the magic away from that bell, stuck between being forced to choose between my fellow pegasi like Scootaloo and my sister Rainbow Flash of all ponies… Do you have any idea what it was like for me to make such a choice at a young age, especially considering all the memories I’d shared with my friends and family have been corrupted by one whom I’d dared to befriend of all my classmates…? I’d thought I had it bad being confused by others as a relative of Rainbow Dash rather than my sister and one of them had to set the record straight since my first day at the School of Friendship and yet what Cozy Glow did to me had taken the cake and for what, just to seize a little power for herself to take over the world, just like you–know–who?!”

“Of course, I do ‘cause I was friends with a certain earth pony, though I’m pretty sure that you already know that; after all, we’ve both first met at that Crusaders’ Day Camp about a decade ago before we had our cutie marks…” he’d answered before spotting something sitting near the street, a lone bench nestled inside a glassy booth.

It wasn’t even long until all of the quintet were found to betaking refuge at once, looking at the line of vehicles up in front by yards away as the flurries grew. Stood right over the sides were long lines of buildings made from various materials and heights, each capable of storing people and products all the same way. The thick layers of clothing on the backs of their owners hadn’t just simply kept the party of five comfy but also in decent company despite the wintry weather. Keeping in tune with the collective objective at hand, the azure unicorn had quickly looked both ways at a street afore their hooves to find nothing whatsoever. All that they were only hoping for was a large enough vehicle of any sort befitting their current needs, especially in regards to their descending temperatures.

Within only seconds’ time, a long and slender conveyance had stopped itself nearby the very curbside, neon bright with gold tinted windows and some olive finishes with a few individuals storming outwardly.

The pink pegasus said to the fruitier counterpart at once, “well, here’s our ride; I suppose a little trip should help us take some ease off of the past for me… right, Flutterbye…?”

“That’s the spirit, Rainbow; we knew you can do it…!” the eponymous compeer said before all of them began to board the large vehicle, each and every pedestrian currently becoming passengers at once as they searched for their chosen seats, “besides, I’m sure you’ll like the party that Smudge Proof is hosting for us; after all, we’d first met in Vanhoover that one time…”

It wasn’t long until they were newly sheltered from the very elements in question, the quintet able to take solace in the mobile scenery presented by glass windows; even though they were all safe and sound, every single one of them knew it was only a matter of time before they’d find themselves right back out in the cold like before.

Time had passed on through space alongside with the inhabitants whom were drifting aimlessly as the stars amongst the never–ending blackness floated on, each of them to prompt any wayward traveler to harken back to the memories of life when the richest beverage kept their spirits up until their next destination and from the mouth of madness. Of course, time itself was the only thing that remained constant in the ever–changing plane of existence where many variables had come in all shapes and size, coexisting alongside either in unions or divisions thereof as they transcended boundaries without incident to say the least; then again, almost all of them succumbed to the folding sooner or later. This interval however would prove to be a special case since that there were those who have found themselves still standing rather than stumbling and falling to the depths of their failure nonetheless; however, not all of them were doing so as the whole wide world turned on its own axis: out of many of those in question, there was indeed a few no less.

For what it was worth, things were already hot and heavy: the countless mists and moisture were overwhelming, quickly bound to a single area where escape was nonetheless certain to a fault. The flooring within was firmly solidified since it was merely a clustering creamy set of ceramic tiles on the ground, a multicolored arrangement of purity that was adorned beneath them all. Every wall had been painted in a delicately light coating of such honeydews, already contrasted by the juicy olive ceiling right above the heated atmosphere, all retaining their forms and colors. Aside from a single circular window peering towards the sky, a mirror was also found albeit in a rectangular shape that was being shared by the sliding doors standing directly across the former. A large body of water dominated much of the ground, being the source of all the sweltering air as some bubbles and froth were sliding upon its surface area with the random ripples to and fro. Its details were made possible by the bright lights held up by the pillars and railings hanging above, bearing a plasma white scheme as they illuminated the watery place and its surroundings.

There were at least several zebras present and accounted for, all of whom were feminine as they were sweating about from their brows and with collars tightly worn around their own necklines.

The first was buxom, predominantly black with silver accents, and bearing long darker tresses with snow white edges as she was lounging about with some mulberry eyes matching her collar. The second one right behind was similar to fault: although primarily black all the same, she bore white accents alongside solid silvery tresses and golden eyes; in addition, a red collar was found. The third stood highly dry, also bearing orbs of gold experience: aside from her principally silver coat with onyx accents, she, too, had black tresses in white matched the collar and some muscles. The fourth was standing nearby the door, bearing a predominantly petite pearly coat and gray stripes with orchid eyes as she’d worn her equally monochromatic tresses short and a blue collar.

“I hope Flutterbye gets here soon; the beginning’s almost attuned…” the bystander sighed with concern as the vapors lingered on and about.

The athletic onlooker had soon joined in at once, “who’s Flutterbye, Samoa, another one of your amigas…?”

“In essence, indeed she is, dearest Trinidad…” the aforementioned zebra had answered in return, watching as her brawny but busty correspondent moved towards the former, “what’s another friend but another pony to add…?”

“Ah, another one of your playmates, eh señorita…?” Trinidad giggled, walking past her petite counterpart to stand nearby the door straightaway.

It wasn’t long until one of the loungers, a darker coated correspondent of Samoa, said to her, “it’s okay, Sam… you’re among good company with us: Florida, Trinidad, and I had more than an armful of lovers before settling down with a stallion; in my case, it was with a Wonderbolt… Thunderlane and I once had a great time at the beach years ago: I’d felt him going up in my backdoor so many times, I’d felt my insides twitching about and not just from his membership; he’d even ate me out real good…”

“Sounds like to me that you’d picked a real winner, Zula, while it seems to me that I was a prize to somepony else…” another darker occupant from behind had spoken to the titular zebra almost instantaneously, “to tell you the truth, I had not the slightest idea what I was getting myself into when Lemonpuffs and I got married; as a matter of fact, it feels nicest he’s hosting it here. Ponyville’s much more quieter in retrospect compared to Trottingham, especially when it comes to raising a family: Cotton Puff and Lemon Drop were leaving us bled dry in the city and all the jobs we’d taken were barely cutting it for all of us; besides, the School of Friendship would’ve given them more opportunities to make lasting meaningful relationship with those of their age. Still, I kind of miss being at my hometown all the same and so does he; we happen to have a lot of friends growing there, if you know what I mean: have you even seen Milky Way sometime ago…?”

“Yes, I have seen her… it’s a mystery overall: the fact she possesses a massive figure for herself at all…” the petite pedestrian prattled onwardly.

The bouncy lounger giggled about at what Samoa had just said, “you’re just jealous that you’re stuck with such a youngish body but that’s okay; Florida’s also young at heart, just like the rest of us…”

Sure enough, it wasn’t long until the doors were opened, prompting the monochromatic quartet to turn their eyes towards the individuals whom made their way inside. Outside in the cold distance, a wildcat did growl; two more mares were now approaching and the wind began to howl from where they’d just entered, colorful to a fault. Both of them had possessed such commonalities, compared to the zebras: lightly stroked tresses, collars around their necklines, and solid coating upon their very bodies. It was safe to say that whatever was on their very minds, the road they’d been both traveling upon was already at a collective end, unclothed and dry so to speak of.

Speaking of the two though, while their collective lack of textiles made them one of the same as the monochromatic quartet already in attendance, they, too, possessed differences many could identify at once almost instantly. For starters, one of the mares had a pinkish color scheme, wearing locks of both purple and white adorned with a blue crown whereas the other was coated in deep silver and bore locks of a lighter shade in a neatly braided fashion. Secondment, there was also a slight difference in ocular composition between the two of them standing about: the former, adventurous azure around amorous pupils; the latter, brilliant violets within the light blue spectacles. Thirdly, the pink pony in question had maintained a thinly toned figure with flanks illustrating her chosen headgear whilst the metallic counterpart was more ample, bearing a steely spoon with an amethyst right at the handle. Likewise, the newly arrived twosome possessed a chromatic differentiation between themselves: as with the muscular zebra, the colorful single worn jet–black; as for the busty counterpart, the young gray mare had donned red.

“Hey guys, what’s up…?” the pink pony was the first at speaking up to the occupants in question, catching exactly half of them off–guard instantaneously, “I wasn’t expecting more zebras to be attending this party tonight…”

“I know… Florida would’ve been more happy to come with us tonight but she was busy; anyways, I’m Zula and I’m sure that you know my friend Trinidad…” the eponymous bather introduced herself and her friend to the solid duo with a salacious smile in an instant.

The crowned correspondent wasted no time replying in kind all the same, “of course, I’m Diamond Tiara, though you’d already remembered us well; after all, my friend Silver Spoon and I have seen you around in the papers years ago back in Las Pegasus…”

“I suppose that Uppercute must have told you all that jazz; shame she’s not here: I would’ve give it to her real good…” the athletic zebra scoffed as she’d watched the purple collared peer rise from the pool with froth still clinging, “this is the first time Zula and I had been invited to such a party: the theme’s GSC – goldilocks, silvers, and coppertones, as Silver Wing once put it. It seems anypony whose somepony is more than welcome to bring a friend over for a good time; in my case, Corey and I had met while we were in Las Pegasus for almost a decade after a boxing match: my opponent at the time had been far too much for me compared to her. Come to think of it, I was hoping there would be more zebras attending the party aside from us, like that one in Everfree; apparently, it seems that ponies aren’t the only ones getting invited to one of Smudge Proof’s parties now, let alone Equestrians: I’ve seen two griffons commenting on how the first one was in a relationship with some alumni from Ponyville…”

“You must be talking about Cucumber and Gabby; yeah, we’ve seen them at the last party back in Vanhoover…” the bespectacled bystander replied as she’d walked into the water almost immediately.

It wasn’t long until Diamond Tiara chimed into the conversation once again, “I heard that she’s going to be taking a break from whatever he has planned for us until next year at the very least; I’ve heard of hippogriffs and seaponies since that time the Storm King invaded but not of their mating habits in general. Come to think of, how was that griffon from the School of Friendship: do you suppose that he might be attending this party somehow, you know, with his tastes in others; I mean, there was a relationship between him and that other stallion…?”

“Not at all, he’s already picked somepony, or rather, someone else to go with to the party this time; you’ll never guess whom he’d picked…” Silver Spoon had shot back at the pink pony with a sensual smirk shown upon the former’s visage within an instant, “go on ahead, we’ll wait awhile…”

“Who…?” Zula peeped out quickly so to speak.

The young gray mare replied playfully to her darker and wetter counterpart at once, “come on, guess who; I’m pretty sure you’d know whom he‘d brought over to play with at the party tonight…”

“No, seriously, we don’t; now at all…” Trinidad said with a neutral look upon the visage at what had been stated by the likes of both Silver Spoon and her hot pink friend, “who exactly did he bring…?”

“Gee, you must be really that daft; perhaps, it’d be better if I whisper in your ear, sister…” Diamond Tiara chuckled before going into Zula’s ear real close to do so; even though the former was real quiet enough for the latter to hear, the message thereof was finally made clear all the same with purple eyes widened about instantaneously.

Beyond the event horizon were a series of buildings surrounded by a very high metal fencing, each different from one another but adorned with accumulative precipitation all the same. From the looks of it all, the area seemed no better than a small village but heavy on both industry and commercialism even to be focused on a stable residency, compared to the rest of city. The various roofs upon the buildings within the area had maintained a variety of colorful clashed shades and hues crying out for warmth throughout its elaborate exteriors despite the snow. Many of the wholesome windows were either closed off or obscured by its blinds, each of them having already been tinted with deep shades of midnight blue as each flake clung to glass. It even had a series of open pathways amalgamated together to make a spectral tree; however, the weather conditions had limited such visibility, hence the need for some illumination. One thing that stood out and about were a pair of smokestacks rising against the stormclouds, both of which weren’t in use but at the same time emanated some heat to hold themselves.

Standing outside were five ponies from earlier before, all of whom currently serving as lonely intermediaries facing the gates upfront within full view. The air was cold and cruel to a fault: not only it’d been killing plants and freezing water alike, they’ve threatened the livelihoods of all the pedestrians. An abundance of flora and topiary were also present, great and small, hibernating about right underneath the very whims of the blinding snowstorm. Beneath their hooves were thin layers of snow and sleet covering up the ground; despite the frigidity of it all, the ground they stood upon was solid.

The azure unicorn was standing more up close and personally compared to the mares nearby, whispering softly in the process, “I can’t believe it; this is exactly the place he’s hosting a party: a world famous chocolate factory here in Trottingham, of all places…!”

“What is there to believe and/or disbelieve, Skeedaddle: the fact that Smudge Proof’s doing it here or that we’d to travel all the way over from the Equestrian mainland…?” the silver heavyweight replied as she stared at the surroundings making up the very area in question, “besides, look on the bright side: at least there’s some catering as he’d promised, like before…”

“A foregone conclusion by definition based on your past experiences a year ago…” Rainbow said as she started searching the entrance straightaway.

It wasn’t long until the pink pegasus found a white button and pressed it at once, hearing a sound before a voice made its way thru: like the corporeal pedestrian in red, the speaker was masculine, albeit aged by at least a decade ahead of the former so to speak; it wasn’t long until the latter spoke, “what’s the password…?”

“Password…?” the azure unicorn stuttered as he’d reached into one of his pockets and pulled out a metallic envelope instantaneously: it was colored with a small series of stripes such as gold, silver, and copper alongside some crystalline accentuations sprinkled in; reopening the flap, a paper with some words were found within seconds, “Everlasting Gobstopper…!”

“Access granted – head on down to the Oliver building where the visitors are being processed; follow the matching lights and you’ll be there soon enough…” the intercom buzzed as the steely gates soon opened up afore the quintet slowly as it could be done so to speak of; it was at this point that they were free to venture inwardly at once, no longer bound to the cold equations.

Of the many in attendance, Skeedaddle was the first to explore the confines of the very factory his hooves and the fabric over them now tinted with the aforesaid colors nearby as they went in; where their eyes had failed, it was up to the rest of their senses to pick up the pieces and pace therein to take in the details provided by this verbal clearance almost immediately all the while. Needless to say, the party of five had nothing else besides each others’ company and the lights guiding their way throughout the premises, currently gasping in awe at the sights and structures already provided as they’d followed the very pathway underneath the ice and snow accumulating about due the gathering storm still in effect, mindful of its rather untapped potential nevertheless. Even so, they were relieved to be given the time and place thereof, happy to find others like and, perhaps, unlike them out of the cold and into warm interiors which were making up the bulk of the entire environment; as far as they could even see it, the beginning was on the horizon for the night was young, just like them, despite the shine in the storm already within clear view no less.

At long last, the quintet have finally discovered the very edifice in question without complaints: true to the information provided, the thick dimensions have been painted in a fulsome texture; seeing a lonely white door almost instantly, the lonely lightweight had knocked on it and asked, “hello… Mister Smudge Proof, are you there…? It’s just us: Toola–Roola, Coconut Cream, Skeedaddle, Flutterbye, and Rainbow Harmony; we’ve all gotten the invitations for the party here tonight… I hope that’s okay with you…”

“Of course, you can come in now; it’s safe here…” a dry voice had made it through to the visiting party of five as a small crack was formed before their very eyes, giving off a faint light as it’d originated from a closed crystalline candelabrum, “after all, we’ve been waiting for you all the same, especially since last time, are we right…?”

“Yeah… we still have the invites sent to us a month ago…” Coconut Cream had replied bravely as she and her colleagues were pulling out the very same envelopes from before within an instant.

Sure enough, the crack in the door had grown wider as the shivering quintet were finally granted safe passage in the building almost immediately. Now that they’d came out from the cold, the invited guests were greeted with multiple aromas of strong concentration entering their very nostrils. Almost instantaneously, the equines in question felt the snowflakes upon their fabrics starting to melt from the combined heat and light altogether. In their collective viewpoints, the background was adorned with décor constructed in the textures of many tranquil strokes made by paintbrushes. Lurking about from beyond the well–lit walls of the hallway were sounds of conversations and melodies faintly emanating in many of their ears. Small quantities of furniture were found within the very visitors’ eyes: a table here and a drawer there with few couches to and fro aligned neatly.

Of course, one individual stood out and about in their collective way: a lone tall white unicorn leaning against the wall carelessly. The mane and tail were of a darker shade than the stormy night sky above them, donning sleekly jet–black strands without contrast. The presenter’s irises were of a balanced earthly tones of brown, accented by a singular nevus residing right beneath the left eye. The white unicorn’s attire was simplistic: dark orange hat, magenta longcoat, gold bowtie, gray undershirt, and dark pants thereof.

At the very least, the host in question wasted no time whatsoever in giving off a wry smile as he’d spoken to the party of five immediately, “well, then, let’s get started already: there’s a dressing room inside where you can all change into something more comfortable for the occasion here…”

“With pleasure…!” the fruity pegasus whinnied, holding Rainbow Harmony tightly as they’d started to blush from the sensation alone, especially given the fact the former was resting a left hand upon the latter’s abdomen gently, “besides, we can’t wait to see our friends here, especially Pipsqueak and Samoa…!”

“I know; after all, I can’t wait to see her either…” the pinker pegasus prattled on patiently as she’d struggled to maintain her composure amongst the compeers whom were thankful to be out of the blizzard, still awaiting with an anticipatory bated breath for the entire night.