"I can't believe I forgot about Twilight's advanced studies. And I call myself a good friend." Fluttershy thought to herself as she left the Golden Oak Library. Twilight's words from a few minutes ago still lingered in her mind "They're our friends, Fluttershy, and friends at the very least respect each others secrets."

These words continued to linger as Fluttershy made her way into town. She was still trying to decide who she should tell. Her thoughts were interrupted when she saw her friend Applejack running her apple stand. Applejack had always been very accepting of her shy friend's flaws.

"Well howdy there, Fluttershy! I wasn't expectin' to see you today." Applejack said.

"Well I wasn't either, but I guess today is a day for surprises." Fluttershy said.

Applejack was quick to notice Fluttershy wasn't happy. "Say, what's with the long face?" she asked.

"Oh, it's nothing really." Fluttershy said.

Applejack wasn't pleased with the answer, she could tell her pegasus friend was hiding something. "Sugarcube, you should know by now that there's no point in tryin' to lie to me." She said "Now come on, tell me what's buggin' ya."

"You wouldn't understand." Fluttershy said "You'd think I'm some sort of freak."

"Why would I ever think that, sugarcube?" Applejack asked.

"Because you would. And I know you're not capable of lying to me." Fluttershy said. "I'll just be on my way."

"You're right about the fact that I could never lie to you, Fluttershy." Applejack said "But whatever this thing is, I promise I won't judge you for it."

"You're just saying that." Fluttershy said.

"No I'm not." Applejack said. "But how I can prove that to you if you won't tell me what your secret is?"

Fluttershy didn't respond at first. Applejack had a point, there was no way Fluttershy would know for sure how her friend would feel unless she told her. But that still left the question of what she would think. Would she really understand it? "I suppose I might as well tell her." Fluttershy thought to herself "After all, she helped to raise Apple Bloom when their parents passed away."

"Well, are you goin' to tell me or not?" Applejack asked.

"I'll tell you." Fluttershy said.

"Well then, I'm all ears." Applejack said.

"Um, can we go somewhere a little more private, please?" Fluttershy said "I don't want anypony else to overhear."

"Of course, Fluttershy." Applejack said "Big Macintosh can handle things until I get back."

So after telling her brother Big Macintosh to take over running the apple stand, Applejack followed Fluttershy until the two of them were far away from the hustle and bustle of Ponyville's market place.

After quickly checking to ensure that there was nopony else who could overhear her Fluttershy confessed. "My secret is…" then she froze. What if Applejack didn't like what she heard? Would that damage or possibly even destroy their friendship?

"Go on." Applejack said "I promise I'll understand."

"I'm an adult foal." Fluttershy said. "And before you ask, yes, I'm telling the truth."

Applejack said nothing for a moment as she processed the news. Fluttershy grew worried. Then after what seemed like forever Applejack spoke up "Well, I can't say I'm completly surprised. I guess part of me always figured you'd love bein' able to not have anything to worry about and just relax."

"So, you don't think I'm some sort of freak?" Fluttershy said.

"Of course not." Applejack said "After everythin' we've been through with our friends, nothin' really surprises me anymore."

"Thank you for understanding, Applejack." Fluttershy said.

"Aw shucks, it's nothin', really." Applejack said. "But what does this have to do with me? I mean, I know there has to be a reason why you're tellin' me this."

"Well the thing is I want someone to look after me. You know, kind of like a mommy." Fluttershy said "But Twilight is the only other pony I've ever told my secret to, and she said she was too busy to look after me."

"So you want me to look after you?" Applejack asked.

"Um yes. I mean if you don't mind that is." Fluttershy said "If you do then I'll understand."

"Fluttershy, I already told you I'd understand whatever you little secret was. It's only natural that I wouldn't mind it." Applejack said.

"Are you sure?" Fluttershy asked.

"Fluttershy, I'm the Element of Honesty for Pete's sake. Of course I'm sure." Applejack said.

"So then, would you be willing to look after me right now?" Fluttershy asked.

"Sure thing, Fluttershy." Applejack said. "I'll just have to let Big Mac know that he'll have to keep runnin' the apple stand alone."


And so, after doing just that, Applejack followed Fluttershy back to her cottage.

Fluttershy made sure that Applejack swore to secrecy. "Well, here we are." Fluttershy said as she opened the door to the nursery.

Applejack was amazed! She knew for a fact that this room had been a spare bedroom when she'd last stopped by for a visit. Clearly, a lot had changed since then. There was a gaint crib, some toys, a closet filled with all sorts of foalish dresses as well as foal powder and diapers, and a changing bench. Fluttershy had clearly spared no expense here.

"This is incredible, Fluttershy! I've never seen anythin' like this before." Applejack said.

"I know I already asked this, but are you really sure you want to look after me?" Fluttershy said "I mean I actually wear diapers and, well 'Use' them."

"You didn't even have to ask, Fluttershy." Applejack said "This changes nothin'. I said I wouldn't mind lookin' after you, and I meant it."

"Well, if you're sure." Fluttershy said "Oh just to let you know before we get started I'm not one to make baby talk so I'll mostly stay silent. If you need help I'll break from character and tell you what's wrong but I don't think I'll need to do that. I'm sure you'll do great."

"Thanks for the compliment, Fluttershy." Applejack said "I'm ready when you are."

"O.k. then, perhaps you'd like to start by picking out a dress for me?" Fluttershy said as she lead Applejack over to the closet.

Applejack skimmed back and forth between the many dresses. "Wow, there sure are a lot of 'em!" Applejack said "If only I could find somethin' that's not too fru fru." At last, after several minutes she settled on a simple dress that was plain white with only a few designs of little animals stiched onto the sides. "This seems nice and simple. What do you think Fluttershy?" Applejack asked.

Fluttershy mearly smiled at Applejack before flying up to retrieve a diaper, the bottle of foal powder, and the large pacifier. She carried the supplies over to the nearby changing bench and in a matter of seconds got everything ready.

Applejack trotted up to the bench and smiled at Fluttershy as she prepared to tape up the diaper. "Let's make sure this stays on." she said and within seconds Fluttershy was padded. "Is that comfortable enough for ya?" Applejack asked. Fluttershy wiggled around a little bit to make sure and then smiled back at Applejack. "Good. Now then, let's put this dress on ya." Applejack said and instructed Fluttershy to put her hooves in the air.

Fluttershy did so, and in one swift motion Applejack dressed her.

Fluttershy sat up with a crinkle. "Hang on a second." Applejack said. She grabbed the large pacifier and inserted it into Fluttershy's mouth.

Fluttershy instantly began sucking on it and as she slid down from the changing bench Applejack couldn't resist letting out a small 'aw' as she observed just how cute Fluttershy looked.

Fluttershy crawled over to the art supplies and took out some crayons and paper. She then brought them over to Applejack. "How did you know I loved art?" Applejack asked, then she remembered "Oh, sorry. I forgot you weren't going to talk much."

Fluttershy seemed to not mind and she began to draw a picture. Applejack joined in and the two spent the next two hours drawing various pictures and showing them to one another. Then just as they were about to move on Applejack heard Fluttershy's stomach rumble. "Guess it's dinner time. Well come on, let's see what's on the menu for today." Applejack said.

And with that, Fluttershy led Applejack out of the nursery and into the kitchen.


Applejack was amazed when she saw that Fluttershy had somehow managed to create a highchair that could fit an adult pony. She secretly wondered if Apple Bloom had possibly built it for Fluttershy, but she quickly dismissed it. "Fluttershy said Twilight was the only other pony who knew of her secret, and I know she wouldn't lie. Besides, I likely would've discovered it before Apple Bloom could finish building it."

Applejack unlatched the platform on the highchair. "This isn't as easy as I thought it was goin' to be." Applejack said to herself as she helped Fluttershy climb up. Once that was done, Applejack relatched the platform and removed Fluttershy's pacifier, she also tied Fluttershy's bib around her neck.

"O.k., you're all set." Applejack said "Now what am I going to feed ya?" She trotted over to a nearby counter where to her surprise there was an already open jar of some sort of yellow paste-like substance with a bowl and a spoon next to it. "I guess Fluttershy wants me to feed her this." Applejack said. Then she got a good look at the label. There written in black bold letters was a notice that said 'Pureed Banana, DO NOT EAT'. "Fluttershy, can ya explain to me why this says do not eat?" Applejack said "And don't you even think about tryin' to lie to me, because I'll know."

Fluttershy sweat dropped. Applejack was right, there was no way she could lie to her. "Well it's because that food has something in it that um, encourages messing." she said. To her surprise, Applejack didn't appear to be at all pashed by what she had just heard. She merely poured the jar's contents into the bowl and brought it over to Fluttershy's high chair.

"You're not worried or even surprised at the fact that I'm going to need a change later?" Fluttershy asked.

"Of course not." Appleajck said "I said I'd be willin'; to look after you, and I meant every part of it. I mean, this is what you want, right?"

"Well, yes." Fluttershy said.

"Then that settles it." Applejack said "If you really want, I can try to act nervous when it comes time to change you if that'll make it more interestin' for you."

"Oh, you don't have to do that." Fluttershy said "But guess you can if you really want to."

"Well I'll think about it but we'll cross that bridge when we come to it." Applejack said "But for now, I need to focus on feedin' you. Now come on, open for the apple truck."

Fluttershy quickly pretended that she didn't like the food and made a face.

"Oh no you don't!" Applejack said, trying not to laugh, she had already caught on to Fluttershy's game but decided to play along "You ain't goin' anywhere until you eat all of this. No buts, sugarcube."

Fluttershy allowed for some of the food to enter her mouth. "Mmm." she said.

"See? That tastes great, doesn't it? And there's more where that came from." Applejack said. She continued to feed Fluttershy going through all sorts of spoon feeding routines that she had used on Apple Bloom years ago and repeated the process until the bowl was completely empty. "Well it seems like a certain filly just made a mess." Applejack said "Here let's clean you up." she retrieved a rag and wiped Fluttershy's face. "There we are nice and clean. So, what do you want to do now?"


The nursery windows reflected a glow from the setting sun as Applejack and Fluttershy resumed their playtime together. Applejack had never really been intrested in a 'Lord High Rise's Dream Suite', but she did know that it had been something that a lot of fillies her age had wanted when she was younger. And she was certain that Apple Bloom had expressed intrest in it at some point. Now, thanks to her friend Fluttershy, she was able to see why it was so popular.

All the same, Applejack wasn't very intrested in playing with the dolls but she put up with it because she knew it would make Fluttershy happy.

After a little while the two ponies moved on and started playing with some of the other toys. As they were playing, Fluttershy started to look back on how things had gone with Applejack so far. She had been very accepting of Fluttershy's secret and had needed very little encouragement before she had decided to join in. She had not been at all phased by anything that had happened since they began, and Fluttershy knew that Applejack would be able to keep everything a secret. Overall, she thought that Applejack had made for an even better "mommy" then Twilight.

Her thoughts were interrupted when she saw that Applejack had brought her a bottle of apple juice. "I figured after all that playing'you'd probably be thirsty, so I decided to get you somethin' to drink." Applejack said with a smile. Fluttershy instantly inserted the niple of the bottle into her mouth and began to suck on it. "Aw, you're just so cute." Applejack said as she observed how Fluttershy looked as she lay beside Applejack, drinking from the bottle.

Once Fluttershy was done, Applejack decided for good measure to "pretend" to burp Fluttershy. She instructed Fluttershy to crawl into her lap.

Fluttershy did so and Applejack slowly began patting her stomach. Fluttershy quickly realized what Applejack was trying to do and she let out a rather large burp. She blushed profusely as a result and looked at Applejack. To her surprise, Applejack was laughing "Whoa nelly! That there was a big one. Well, that's okay I'm sure you didn't do it on purpose." she said.

Fluttershy mearly smiled.

The heartwarming scene didn't last long, as Applejack heard a muffled sound, and within seconds there was a strong smell of manure in the air. She looked down at Fluttershy and saw that her diaper had gotten bulgier. She quickly put two and two together and realized what was going on. "Guess we'd better get that changed right away." she said.

Fluttershy carefully crawled out of Applejack's lap and made her way over to the changing bench, making sure to carefully hoist herself onto it and poistion herself just right so she wouldn't make things worse. Applejack followed her with a new diaper, some wipes, and the bottle of foal powder. Fluttershy could see that Applejack was a little bit uneasy but she couldn't tell if it was just acting or if Applejack really was nervous.

"Let's get you cleaned up." Applejack said as she approached the changing bench. Once Fluttershy gave her the go ahead she undid the tapes on Fluttershy's diaper. She folded the used diaper and put it into a nearby bag, then she carefully cleaned Fluttershy's rear end with the wipes, and then she sprinkled some powder and taped up the new diaper. With that done she garbbed the bag with her hooves and carried it out to the back garden where she deposited it into a nearby bin.

"Phew! And here I thought Apple Bloom was the stinkiest filly when she was younger. Boy I tell ya, all those times I changed her are nothin' compared to this." Applejack returned to the nursery where she found Fluttershy sobbing slighty with her head bowed.

"I'm really sorry I made you go through all that." Fluttershy said.

"Aw come on, don't be like that, Fluttershy." Applejack said "I didn't mind changin' you that much. You've got nothin' to be sorry for."

"You really mean it?" Fluttershy asked.

"Of course I do." Applejack said. Then she noticed how dark it was getting "I think it's time for you to go to sleep."

"O.k., Mommy." Fluttershy said as she slid off the changin bench "Can you get my pajamas for me please?"

Applejack went over to the gaint crib where she found the pink rabbit onesie. She picked it up and unzipped the back. "You ready to be my little bunny or what?" Applejack asked, having long since gotten used to her role. Fluttershy quickly trotted over and climbed into it. Applejack zipped it up and smiled as she observed how bulky Fluttershy's rear looked. She then unlatched the bar on the side of the crib and helped Fluttershy climb in. Once that was done, she helped tuck in Fluttershy in.

"Will you sing me a lullaby, Mommy?" Fluttershy asked.

"Well let's see." Applejack said. She started scratching her head. Then she remembered a song that her mother had sang to her when she was younger and a song that she still sang to Apple Bloom on occasion whenever the filly had a nightmare. She sang the entire song twice, and when she was finished she saw that Fluttershy had fallen asleep. "Even when she sleeps, she's cute." she thought to herself.

"Sweet dreams, Fluttershy." Applejack said as she turned off the nursery light.

"Good night, Mommy." Fluttershy whispered.

"I just hope Big Mac will forgive for making him take over the apple stand for the rest of the day. If only I could tell him why I had to do it." Applejack thought to herself.