After Donatello felt better, he asked Fluttershy a few things about Ponyville, wondering what it was like.

"Well, everypony has their own talent symbolized by their Cutie Mark," the little pegasus spoke.

"Their What Mark?" the ninja turtle asked.

"Cutie Mark." She turned to show her flank which showed three little pink butterflies. "And as I said before, my talent is with animals. I feed them, take care of them when they're hurt, everything. All of my friends have Cutie Marks, too."

Cutie Marks, huh? Donatello thought. I wonder what my Cutie Mark would look like... Wait! What'd I just think?!

"Mr. Donatello, would you like to meet my friends?"

The ninja turtle smiled. "Sure."


When they were in Ponyville, Fluttershy first took Donatello to the Carousel Boutique, where the latest fashion trends were born.

"This is where my friend Rarity works," the little pegasus explained. "She makes all of these dresses that are so lovely."

"So, what's Rarity like?" Donatello asked.

"Opalescence! Do you know where Mummy put her sewing needle? I must absolutely finish this piece NOW!" Entering from another room came a white unicorn with curly deep purple hair. Around her neck was a measuring ruler. "I have to find that sewing needle. It is of utmost importance that I do!"

"Um, hello, Rarity," Fluttershy quietly called.

The unicorn known as Rarity looked over at Fluttershy and started walking to her. "Oh, Fluttershy, darling! You came in just the nick of time. I've lost my sewing needle and I just can't seem to find it. Perhaps I misplaced it somewhere, or maybe-" She unexpectedly looked up and saw Donatello, her jaw dropping to the floor.

"Uh, hi...?" the ninja turtle said, sheepishly waving his three-fingered hand.

The fashionista remained quiet a moment before uttering a single word: "Mask."

"Uh, what?"

"Your mask, darling. It's purple...!"

"Yeah?" Is she about to have a heart attack? he thought.

"Purple... is my favorite color! It is the color of royalty, after all, darling."

The ninja turtle looked at her questioningly "Really?"

"Rarity, this is my friend Mr. Donatello," Fluttershy explained to her friend. "He actually came from another world."

"Another world, you say?" Rarity asked, a smile plastered on her face. "Ooh, how exotic! Wait right there, Donatello! I'll be back in just a minute." And just like that, she took off into the next room.

Fluttershy looked up at the ninja turtle. "I think she likes you, Mr. Donatello."

"You think so?" Donatello asked. "I couldn't quite tell..." He remained quiet a moment, thinking. "So, what's Rarity's talent? I saw three diamonds."

"Rarity has a way with finding jewels. It comes naturally to her."

A fashionista and a jewel finder? the ninja turtle thought. That's an interesting combination.

After being in the Carousel Boutique, Fluttershy introduced Donatello to the rest of her friends: a pink hyper-active earth pony named Pinkie Pie, an orange apple farming earth pony called Applejack, a blue rainbow haired pegasus named Rainbow Dash, and a purple alicorn princess - who was once a unicorn, and also a total bookworm - named Twilight Sparkle. After meeting all of her friends, Donatello started getting a sinking feeling in his stomach.


The duo went walking a while until they came across an open field to have a picnic. Donatello was starting to feel more than uneasy by this time.

"This is the perfect spot for a picnic," Fluttershy spoke. "I always come here whenever I feel lonely and..." She looked at the techno turtle, who appeared to be deep in thought. "Mr. Donatello, what's wrong? You look sad..."

"Hm?" He looked down at the pegasus, realizing that she was talking to him. "Oh, it's, uh... It's nothing, Fluttershy. I'm just worried about my family, that's all."

"Because you don't know where they might be?"

"Because I don't know if they're alright." He scoffed. "I don't even remember why I built that stupid teleporter, anyway. It's caused nothing but trouble."

The little pegasus gently nuzzled his arm. "It's alright, Mr. Donatello. I know what it feels to be alone and helpless... I've felt like that when I was just a filly."

Donatello started petting her gently. "You really don't like being alone, do you?"

"I'm not alone. I have the animals to keep me company. But having real friends is really nice, too." She smiled.

The ninja turtle looked down at the sweet yellow pegasus, her smile so kind and warm. "You're really kind, Fluttershy. In fact, you're the nicest person - uh, pony - I've ever met."

"Do you really mean that, Mr. Donatello?"

"I do."

A large explosion came from the town, causing the duo to quickly stand up. Fluttershy hid behind Donatello.

"Wh-what was that?! What happened?!" Fluttershy frantically asked.

"I don't know," the ninja turtle replied. "But I think that came from town. I'm going to check it out." He ran right for the town.

Fluttershy squeaked a tiny bit. "Wait for me, Mr. Donatello!" She took off flying after him.