Chapter 10


"Children, I have an announcement!"

Amongst a crowded room, about four dozen children ran around in utter chaos as an older woman tried to gain their attention. Her thinning, curly brown hair was still damp from her weekly dyeing process; her wide, gold-rimmed glasses glistened from the protruding sunlight that shined in one of the few windows in the massive room. She frowned as the children ignored her and continued to go about their own business.

The children ran along aisles of bunkbeds that lined the walls. They were all different sizes and colors; some steel, others wood. The orphanage took whatever it could, it didn't matter whether it looked good or not. All that mattered was that it was free. Not to mention, with this many kids, the beds got beat up, drawn on, and in some cases knocked over as the woman watched a couple kids playing tag. They jumped from top bunk to top bunk; each time they landed, the bed would let out a strained cry of either wood cracking or metal bending. All normal activity for this rowdy crowd of children.

"Children, please!"

The older woman's voice went unnoticed still by the children; all their screaming and running around kept their attention away from their caretaker. One boy chased a younger girl with his pet frog, a pre-teen showed off his latest and greatest Walk-Man to a small group of kids younger than he. Mostly, they were all having fun and enjoying themselves today. The woman however, the caretaker of this orphanage, was not pleased with the lack of attention she was receiving.

"Children, I need to-"

A beach ball flew from seemingly nowhere and smacked the woman in the face, messing up her wide-rimmed glasses and shifting her brown hair. With her glasses cocked at an angle, her pupils seemed fiery as she clenched her fists, ready to just give up.

"Quiet!"

All the children fell silent as another voice shouted; they then looked to the woman with the utmost attention. The woman in turn looked to her right, and saw a young boy sitting in a chair with a book opened in his lap. He looked to be no more than eight or nine years old, with oval glasses angled slightly down his nose to assist in his reading. The woman nodded to the young boy, as he returned his attention to his book.

"Thank you Walter. Now that I have your attention, I'd like to introduce you all to our latest addition!"

The woman looked down to her left, where a previously unnoticed young girl stood, keeping her body close to the woman's left leg. She had braided blonde hair running down to her shoulders and tied at the ends with small red ribbons. Her face was adorned with several freckles; mostly on her cheeks and nose.

"This is Amanda, her parents had an... accident some time ago. So now she has been trusted into my care, as well as all of yours. So you all be on your best behavior for her, and show her the ropes. Lunch will begin in twenty minutes, so make sure you all wash up and are dressed. That is all."

With a smile, the woman patted the young girl, Amanda, on the head and walked into another room labeled, in golden letters painted onto glass, "Caretaker." Almost immediately after the woman's exit, the children went right back to their bickering. Amanda stood in the same spot she had been for a minute, as she looked at all the other children around her. The ratio of boys to girls was unsettling for her; she saw more boys than girls. And the girls she did see all appeared to be heavily into makeup and dresses.

Sticking out her tongue, she was not appealed to by any of the fellow kids around her. She looked around for a possible place to sit, when in a corner, she spied one boy sitting alone. He seemed to be playing with a Transformer toy, which just so happened to be her favorite cartoon. Smiling, Amanda begun to walk over towards the boy. It seemed he didn't even notice her approach as he continued to play by himself.

The young boy sat on his lower bunk mattress, playing with his Optimus Prime figure along with another toy car. He spoke to himself quietly, his imagination flowing as he controlled the two toys with his hands. Then, a shadow cast itself over his bed, and cautiously he looked up. Standing there, the young girl Amanda stood with a smile. Her blonde hair seemed to gather all the light from the poorly lit ceiling lamps and funnel it to her face, as it instantly brightened up the area. The young boy, speechless, just stared at the girl, unable to do anything else.

Amanda stood there a couple seconds, studying the boy. He looked skinny, frail even, and obviously frightened by her presence. She hated when other kids acted like that; they never seemed to want to play with her or go on adventures. Maybe she could change that. Suddenly, Amanda stretched out her right hand to the boy, causing him to jump. She let out a small laugh, as she smiled and pushed her hand closer.

"Relax, I ain't gonna bite. My name is Amanda, what's yours?"

The young boy continued to stare at the girl as the hand gesture finally registered in his mind; he set down his Transformer toy and reached over to the girl's hand. Instantly, she took it in a tight grip and shook it wildly up and down. She stopped after a couple seconds, and looked to the boy confused.

"So, you can't talk or what?"

The boy drew his hand back, giving it a quick rub from his other hand; he returned his gaze onto the girl, confused as to where she had come from, or why she was even talking to him. None of the girls, and only a couple of the other boys ever talked to him. Even though he was one of the most "senior" residents there and only five years old, he could never get along with the other kids. And the ones he did manage to befriend seemed to always end up leaving shortly after their friendship would start.

"Um, I'm, uh..." the boy started.

"I see you got a, Optimus Prime toy, I LOVE Transformers! My favorite cartoon!"

The boy looked down to his toy laying in a heap on his mattress. He picked it up, and handed it over to the girl, "Would you like to play with it?"

"So long as we can play together."

The girl hopped onto the boy's bed, and sat down Indian style in front of him. She took the Optimus Prime toy, and the boy took the other toy car.

"I, uh, don't have an actual Bumble Bee, so I just pretend this is him," the boy showed Amanda, the battered little yellow car looking to have seen better days.

"Ok, that works. I don't have my toys anymore, they got ruined from the fire."

The boy tried to understand what she was talking about, but immediately she began to have the Optimus Prime toy walking around.

In her best male voice, she begun to talk for the toy, "Come on Bumble Bee, we have to go stop Megatron from destroying the world!"

The boy smiled, as he took the yellow car and placed it in front of the Transformer toy; he too spoke for the toy, "Ok Prime, lets go!"

So they sat on the bed, occasionally jumping off onto the floor and around the bed. They played together, laughed together, and had fun all around. The boy hadn't felt this kind of joy in a long time, and the girl was so nice to him he could not refuse the offer of bunking together. As time progressed, they continued their adventures of saving the world from the evil Megatron, as well as other random adventures their minds could create. As lunch was called in session, all the children began to march out of the large room and exit into another room; one set up much like a mess hall.

The boy stood from his bed and helped the girl down as they followed in line. After being shuffled around a bit, the boy finally spoke, to break the bubble of silence that had engulfed the two new friends.

"Kurt."

The girl looked to the boy, confused at first.

"My name... is Kurt."

Amanda smiled wide, and drew Kurt close to her, wrapping her right arm around his shoulder.

"Kurt, I like that name. I think this is the start of a beautiful friendship."

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Kurt shot up from his slumber, spilling the half full beer can off of his chest into his lap; the coolness of the liquid seeped right through his dirty jeans and touched his skin, which helped in awakening him. He sat up straight, grabbing onto his Blazer's steering wheel as he rubbed his eyes. Kurt did his best to adjust his vision, as he checked his watch for the time:

1:15 a.m

"Shit..."

Kurt looked to his spilled beer and sighed in disapproval. Lucky for him, the day before, when he was magically teleported to Equestria, he had stocked up his cooler with beer. With all the ice melted, the water was not doing any good in keeping the beer cold. He would have to see if he could appropriate some ice from the ponies. With any luck, he would be able to make the beer last during his time here; and quite frankly, he was surprised he had not gotten himself wasted after the realization sank in he was on an alien planet.

Still, Kurt put that thought aside as he remembered the dream. Everything was like a time capsule for him; he relived each smell, touch, sight, everything was so real like he had just been there. This was how it always started; once he began to get close to people, he'd start having these dreams. Or more so, memories coming back to haunt him of his youth. Of the days when he had not a worry in the world.

Instinctively, Kurt began to reach for his glove box in search of something. Inside the glove box he kept his most prized possessions, trying to keep them safe from any harm. As his hand inched closer, he could feel himself feeling more depressed. The memories flooded more and more into his mind as he went to retrieve his sacred items from the glove box. Then, he stopped, retracting his hand back. He knew what was in there, and he had no reason to go for it; not yet anyway. He was not that bad; the memories were only just starting. Maybe he'd get back home before he had to begin to worry further about it.

And yet, the memory still lingered in his mind. When he would close his eyes, all he could see was her face. Her happy, playful smile, so warming to Kurt, made him feel so happy about their previous friendship. Then, like a beautiful flower wilting, the next memory would come to him; her happy smile would slowly form into a frown. Her bright green eyes changed to a cold, gray stare; her bright blonde hair seemed to darken into a murky brown, and several knots would form as her braids had failed the moment she had gotten wet. Why was she suddenly wet? Kurt knew, but he fought himself to keep the thought away.

The thought was fighting hard against Kurt, so he immediately slapped himself on the forehead, trying to block the images out. He hated this so much. He wished it would all stop and leave him alone, and allow him to live as normal a life as he could manage. But it seemed each time he would find people to relate to, and gain anything remotely close to a friendship, her face and words would begin to fill his mind of the sorrow and hurt he felt for countless years of his youth.

"Goddamn it, I need to get out of here."

Kurt laid back into his seat and tried once again to close his eyes. Amanda's face would begin to return; not the happy face either, but the saddened, joyless, blank stare of his old friend. With nothing else to think of, he forced images of the ponies he had met into his mind. Each one of their colorful figures began to overtake Amanda's increasingly darkening face. It seemed to help Kurt relax, something he found odd. He didn't feel attached to the ponies, and yet their images helped soothe his raging mind and heart. Kurt knew it was only a matter of time before Amanda's presence would take a hold of his mind again, and would cause his downfall of emotions.

He just needed to leave this place, these ponies, so that they would not continue the "friendship train" as he called it. With each stop of this ride he's rode too often, his mind would begin to lose parts of itself. He would begin to lose control of his emotions, and ultimately break down. One time it got too close, as he nearly took his own life to stop the pain. Kurt was sure he would not survive another one of these episodes.

With the images of Amanda subsided for now, sleep had begun to take back over Kurt's mind as he laid down in his Blazer.

"Tomorrow, hopefully I go home..."

Kurt thought about what he said.

"Not that I have a home to return to..."


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Amongst the edge of the Everfree forest, its typical, unnaturally natural movements of trees and bushes blew in a eerie wind. In the shadows, a shapeless figure danced from one tree to the next, taking different forms as it weaved along like a cloud in the sky. This cloud, however, seemed to have its own free will as it moved about on its own. It reached the end of the forest with a pause in its movement. The forest had been this cloud's prison for the past year, keeping it in check and not allowing it to act on its will. Now, its energy had gotten strong enough for it to venture out from the woods; its metaphorical mind set on one particular goal.

But that will have to wait. Right now, it was not yet strong enough to do much more than move itself around and possibly morph into another shape. It needed more energy, it needed more magic, it needed... a new host.

Its previous host was a frail alicorn, one unable to keep her emotions in check. Whether it was the fault of puberty or something else, she knew not, but it gave the cloud a precious weak point with which to exploit: her jealousy of her older sister. The ponies of this world looked upon the oldest sister with delight as she brought them the sun. The younger sister, not so much, since they typically slept during her nights. It was heartbreaking, enough to drive the younger sister mad with anger. An anger that this cloud helped blossom, and that this cloud thrived on.

It didn't really know why it loved to torment living creatures. It had been to numerous worlds, and on each one it had caused some sort of catastrophe; typically something on the level of an economic depression, but occasionally a full blown apocalypse. This world would end like the others, as it had its little fun with destroying the lives of some of its inhabitants. What slowed it was its mistake of misjudging the powers the older sister had. The Elements of Harmony, as they were called, proved to finally subdue the cloud.

Being banished to the moon for a thousand years was an interesting thing, really; a whole new experience for the seemingly ageless cloud. It was, for the first time, actually forced to stay put. It could not do a thing to free itself. The cloud learned a lot of the ponies of Equestria after picking at the younger sister's mind. Looking at old memories and plucking them like an apple in a tree, each one was ripe, and waiting to be devoured. That was how this cloud survived; mental anguish. It would take the memories of its host, twist them, and feed upon the sorrow the now-incorrect memories caused the host.

It was delightful! It loved nothing more than to watch as its host crumbled to pieces, breaking down into crying fits all the while. But after a thousand years in the same host, the taste got... dull. Much like chewing on the same piece of gum for hours and hours, the alicorn's memories began to taste bland after a while, despite being twisted into nothing more than horrible reminders of what she had done. Despite the falsities of the memories, the sister believed she had done some twisted deeds.

Now though, it had another plan in motion. Before it could leave this colorful planet, it had to build its strength back. Its energy was completely wiped from the small band of ponies harnessing the Elements of Harmony. It took it over a month to even give itself this clouded form. Before that, it quite literally did not exist. It was nothing, but from waiting and gathering lost energy in the old castle walls, it was able to bring itself back to a form. The best form (and its personal favorite) was nothing but a cloud of all things. Just floating around, causing havoc while able to quickly hide in tight spaces, was the epitome of its favorite qualities.

The cloud's name, well, was a mystery, even to itself. It had had so many over the course of eons that it just gave up keeping one definitive name for itself. The last one was Nightmare Moon; not the most original, but it worked for the scenario. Its personal favorite was [ERROR], but it was impossible to say after the universe that gave it the name lost what was left of its reality, thanks to its handy work. Who knew watching a reality fall apart was so similar to a toilet bowl flushing? This was the kind of thing the cloud loved.

The entire time the cloud had been sharing its thoughts with you (yes, it can do that. The fourth wall counts as a reality in a sense), it had been making a slow progression towards a town. Maybe it could find a new host there, one not as powerful as the princesses, and easy enough to manipulate to gather its strength back and leave this horrid planet. So with a slow glide, the cloud began its journey into the town of... Ponyville, according to a sign on the town's edge.

The name sounded vaguely familiar, but the cloud paid no mind as it began its search for a new host. This time, it would make sure to choose a simple unicorn, for the obvious use of magic in its aid. One that hopefully spent most of its life in some sort of seclusion, and didn't go out too often with his or her-

"Bye Pinkie! Great party, once again!"

The female voice echoed throughout the street as the cloud quickly hid in a shadow of a lamp post. It was more practical for the cloud to hide in a shadow versus any physical object. Sticking a small chunk of itself from the shadow, it looked to see who had spoke just now. It focused on a purple unicorn that struck the cloud with familiarity. Granted, it did not know any names of any of the creatures besides its host and her sister; still, the voice seemed to sound somewhat familiar.

It kept watch as additional ponies left a very colorful and cheery building; its appearance reminded the cloud of a gingerbread house.

"I'm glad you enjoyed yourself, Twilight! Have a good night!" a pink pony shouted, bouncing around other ponies who also were taking their leave, "Bye Applejack, bye Dashie, bye Rarity, bye-" the pony stopped, her pink cotton candy mane still bouncing when her body had stopped, "Where is Fluttershy?"

The other ponies seemed to ignore her as they continued on their own separate ways. The pink pony shrugged as it bounced back into the building, as two of the leaving patrons, both unicorns, walked back together. The cloud found all the names to be strikingly familiar. Maybe it had heard them on some other world.

"Now Twilight, are you still planning on joining me and Fluttershy on our weekly spa visit tomorrow after we visit Kurt?" the white unicorn asked.

"Well, I'm not so sure now. I really have some more studying to do in the library."

"Is that all you can do anymore? Just when it seemed we had you going out more, Kurt's arrival has sent you back into your countless hours of studying alone inside that drafty library."

If the cloud could smile, you would be seeing thousands of razor sharp, pearly white teeth in the shape of a crescent moon; the tips pointing up. A smile it had used once before to try and scare a young blonde human girl in a horribly tacky blue and white dress. He had taken the form of a purple and pink striped cat, deciding to have some fun before it decided to destroy the place. That was one of the most fun universes it had visited; such a shame it turned out to be a stupid dream, of all things.

"I know, I'll try to not stay cooped up too much."

"Oh, please do..." the cloud thought as it followed close behind; eventually jumping into the purple mare's shadow to stick with its potential host.

As the two unicorn mares made their way towards each others homes, the door once again swung open at Sugar Cube Corner as a large red stallion and a timid yellow Pegasus mare stepped out.

"Th-thank you for the talk, um, Macintosh, I enjoyed it," the yellow Pegasus said, bashfully looking away from the large stallion.

"Not at all Fluttershy, ah enjoyed it mah self," the red stallion looked around also, a slight blush on his already red face as he contemplated on asking a question.

Luckily for him, the Pegasus had the same question in mind.

"Would you like to do this again sometime?"

The earth pony looked Fluttershy in the eyes, and smiled as he nodded in approval.

"Ah'd like that."

With some final farewells, the two separated and made their ways back to their respective homes.

As the wee hours of the morning continued on, and all the ponies of Ponyville returned home after yet another successful party hosted by Pinkie Pie, some were left with happy thoughts of the days ahead. Some were bound to continue their normal routine as they always have. Some would embark on amazing adventures of their own...

"Or some," the cloud started seemingly from nowhere, "will have their very soul pushed as I test this mare's magical strength. Hm, how should I start? A bad dream? An accident?" the cloud paused, as some laughter echoed in your ears, "Or how about with a book? I like that; it's fitting for a librarian."