A/N: I loved the flashback Twilight had as she looked back on days when Cadance foal-sat her, and thought it would make an adorable one-shot to expound on one of their days together. Hope you enjoy.

The cover pic I'm using was a vector partially created by DarkAlchemist15.

Sunshine Sunshine, Ladybugs Awake

While her parents and older brother were out, as usual, a young Twilight Sparkle was sitting alone in her room, waiting for her foal-sitter to arrive. The morning sun was shining in through the decorative window in her home in Canterlot. Princess Celestia always did a magnificent job at raising the glorious golden sun each and every morning.

Her bedroom was completely tidy, just the way she liked it. The purple unicorn had pulled her toy chest to the center of the room and was carefully using her levitation magic to pull her favorite toys out and place them on the tile floor when she heard the gentle clopping of hooves nearing her doorway. She looked up to see Princess Cadance, smiling brightly and extending her forelegs out to her.

Twilight happily ran over and jumped up and returned her warm hug. "Cadance!" she squealed.

Cadance giggled sweetly and smoothed Twilight's straight mane out. "Hey kiddo, I've missed you!"

"I've missed you too!" Twilight exclaimed, nuzzling up against the alicorn's chest. She then looked up and beamed up at her, her tiny tail swishing cheerfully. It was always a wonderful fun-filled day when Cadance came to spend the day with her. She always planned fun outings, made great snacks, and was the absolute best at playing pretend.

"So," said Cadance, "what would you like to play today?"

Twilight galloped over to her toy chest, and magically picked up a few of her toys, one of them being Smarty Pants. "Well…I thought we could build a castle with my blocks, and Smarty Pants can live in it, and be a princess, just like you!"

Cadance smiled. "Sounds fun to me! I'll get them for you." Having been in the filly's room many times before being that she was foal-sat her often, and being that Twilight was a very organized filly, Cadance had no trouble finding the large box filled with colorful blocks of all shapes and sizes. She magically lifted a few blocks out of the box and set them down in front of Twilight. She then sat down across from her. "How would you like to start?" Cadance asked her.

"Hmm…" said Twilight, pressing her lips tightly together as she tried to figure out how she wanted to build her block castle. As she sat there in deep thought, Cadance laughed gently. Even as a filly, Twilight stressed over the smallest matters, like building a block castle. She cocked her small head to one side in concentration.

"Want me to start it off?" Cadance offered after a moment.

Twilight looked up at her with a smile and nodded. "Yes please!"

The alicorn grinned and began to create a base with several of the larger blocks. After that, inspiration sparked in Twilight's mind and she was able to build upon what the older pony had started for her. She happily placed square blocks atop each other, and Cadance would stack even more blocks on top of them, as they created towers and turrets that connected to the impressively tall castle wall.

Once they finished, Twilight clapped her hooves together in delight. "It's perfect!" she said. "It looks just like the castle you live in!"

Cadance laughed and shrugged. "I think this one looks even better!" She glanced around the room and spotted a few more of Twilight's stuffed animals. Her purple eyes lit up and she dashed over to collect a few of them off of the filly's small canopy bed. She then returned to her previous spot on the floor and held them up in her hooves. "I think that Princess Smarty Pants deserves a few royal court members, don't you?" Cadance asked.

Twilight giggled. "Of course!"

The two girls played pretend for nearly an hour, Cadance never growing tired of spending time with the filly she loved to sit for the most. Twilight snickered at the snooty accent Cadance gave her stuffed yellow pony. They created a scenario where Smarty Pants had to be rescued by a handsome prince, played by her brown colt plushie. They even made crowns for the prince and princess out of paper, which Twilight had plenty to spare, since a single day didn't go by that she wrote.

Soon, Twilight looked up from playing and frowned. "Hey Cadance, what are we eating for lunch?"

Cadance got to her hooves. "Oh I packed a picnic for us. I thought we could go out to the park today so you could play on the playground after lunch. That sound good?"

The purple filly jumped up and down. "Does it ever!"

Cadance smiled, scrunching her snout. She trotted over to the window on the other side of the bedroom and looked out at the sun's position; it was nearly at the highest point in the sky, signifying that it was around noon. "We can head out now if you'd like."

Twilight smiled brightly and nodded. "Ok!"

As they walked to the nearby park, a few subjects in Canterlot noticed the young princess and bowed in respect, and she smiled and nodded in return. The subtle display didn't go unnoticed by the observant filly at her side. She looked up to the alicorn in admiration. "It must be so cool to be royal, huh Cadance?"

Cadance grinned. "Yes it's really fun and rewarding, but not nearly as fun or rewarding as something else."

Twilight's brow quirked and her tiny ears twitched. "And what's that?"

Cadance reached down and mussed her mane. "Hanging out with you, my silly filly," she answered. She tapped the end of her hoof gently on Twilight's snout, bringing forth a light giggle from the younger pony.

It warmed Twilight's heart to hear her say that. It was incredible enough to get to spend time with a real princess, but on top of that, she actually genuinely enjoyed spending time with her. Cadance was not only her foal-sitter, but her best friend too.

They finally reached the park and Cadance laid out a soft quilt that she had kept in the large basket she'd been magically carrying during their walk. She then unpacked the rest of the picnic: daffodil and daisy sandwiches with a side of apples, and lemonade to drink.

Twilight enjoyed the delicious lunch with Cadance as the gentle summer breeze blew through the park. The sky was a rich light blue and the Pegasus ponies had kept the skies mostly bright and clear, but the clouds that did decorate the sky were snow white, no chance of any rain ruining the sunny day.

After they finished eating, they took turns spotting cloud formations. At one point, Cadance lifted her hoof in the air to show Twilight the cloud that looked like a rabbit, and a butterfly suddenly fluttered over and perched on the tip of her hoof.

Twilight gasped, watching the gorgeous butterfly flap its vibrant wings that were splashed with bright reds and oranges. Gently, Cadance lowered her hoof so it was level with the unicorn filly's small snout and the butterfly stepped onto it. Twilight giggled at the butterfly on her nose and then it quickly took flight and flew away.

She then looked over and spotted a scooter near the sidewalk, though it appeared to be more of a skateboard with handlebars. She jumped up excitedly and cantered over to it. "Hey Cadance!" she called over her shoulder. "Watch me!" The unicorn filly hopped onto the scooter and rested her hooves on the handlebars.

Cadance lifted a hoof to her. "Ok, Twilight, just be careful!" she called back.

Twilight pushed off and began circling the playground, picking up speed with every lap and Cadance watched her the entire time. Out of nowhere, a small squirrel scurried across the ground and twilight was headed straight for it. Seeing the squirrel startled her and she tried to steer and avoid hitting it, which caused her to lose control of the scooter altogether. The front wheels of the scooter hit a large tree root, and the force sent her flying.

Cadance gasped as she watched the filly land against the trunk of the tree. "Oh my gosh! Twilight!" she shrieked and dashed over immediately in alarm.

Twilight groaned and sat up in the dirt and looked down at her left hind leg to see it had several scrapes on it. She also noticed the sharp pain that now made its presence known. She whimpered as she looked up at Cadance, who had a look of great concern on her features. "Oh Twi, let me have a look at that," she murmured in a gentle voice. She looked down at Twilight's hind leg to examine the scrapes.

Tears welled up in the filly's eyes. "Oww," she cried softly.

Cadance put her hooves on Twilight's shoulders to comfort her. "You sit tight, I'll be right back." The alicorn turned and cantered over to the basket on the quilt. She magically sifted through it, searching for something that would fix her right up. "Aha!" she finally said, pulling out a band-aid. She returned to the whimpering filly and carefully placed the bandage over her scrapes. She smiled and wiped Twilight's tears away with her hoof. "There now," said Cadance. "Your ouchie should be all better in no time."

"Thank you," said Twilight. She smiled and threw her front hooves around her, and Cadance returned the hug, resting her chin on the little unicorn's head, being mindful of her horn.

Cadance then decided that the swings were probably safer, and after Twilight situated herself onto one, she offered to push Twilight as she swung, to which the young unicorn gladly accepted. Cadance gently pushed her on the swing, and the filly giggled as she swung higher each time. She looked back down at the smiling alicorn and beamed happily. "I am so lucky to have you as my foal-sitter!" Twilight exclaimed.

"I'm the one who's lucky, Twilight," she said as she continued to push her.

Twilight scoffed lightly. "You're a princess," she reminded her, to which Cadance smiled and looked up at the sky.

Twilight frowned as she gripped the two ropes on the swing. "I'm just a regular old unicorn."

Cadance wrapped her hooves around her and held her close, causing Twilight to smile. "You are anything but a regular old unicorn." She carried her over and placed her on the checkered quilt. She bowed her head, and Twilight smiled and bowed as well as they trotted in place and dropped to the ground, covering their eyes with their hooves and raising them to reveal their faces playfully.

"Sunshine sunshine, ladybugs awake!"

They got to a sitting position and clapped their hooves together and jumped as they shook their tails in the air.

"Clap your hooves and do a little shake!"

They fell back onto the ground giggling. When their laughter finally died down, Twilight looked up to her foal-sitter curiously. "Hey Cadance?"

"Yes Twily?"

"Where did you learn that?"

Cadance looked down at her. "The sunshine song?"

Twilight nodded.

As she stared up at the sky, a sad expression clouded her normally bright features. "My mom taught it to me."


Cadance smiled sadly and nodded. She sat up and looked down at the curious filly, whose brow was furrowed. "When I was about your age, my mom came up with it, and taught it to me."

Twilight's mind was steady working to process the new information. "Well, so, where's your mommy at Cadance?"

Cadance frowned and pawed at the fresh dirt. She sighed deeply. "She's…not around anymore Twilight." The melancholy feeling rose up within her. She closed her eyes and lowered her head as she thought of her mother and how much she missed her.

Now realizing what Cadance meant, Twilight gasped softly and rushed over and hugged her, nuzzling up against her warmly. "Don't be sad Cadance," she pleaded. "I can't stand seeing you sad."

Cadance chuckled and rubbed her hoof on the small unicorn's back. "Aw I'm ok Twi."

They sat there hugging for a few moments before Cadance released her and smiled down at her. "You always know just how to cheer me up kiddo." A gleam appeared in her deep purple eyes. "Say, how about we take a little walk around town?"

Twilight beamed. "Yea, that sounds fun!"

So a while later, they took a stroll through Canterlot. They were enjoying the peaceful afternoon and all the pleasing smells of the flower shops and diners scattered throughout the kingdom, when the sound of a heated argument floated into the two ponies' ears.

They looked to see that it was brought on by a couple at a nearby table. The gray earth pony and golden Pegasus were shouting angrily at each other.

"I am going for a hooficure, and that is that!" the female shouted.

"You are not going!" the male yelled back, saying each word slowly in a stern tone.

"I am! I am!"

"I paid for three this month!"

Soon, they were shouting over each other to a point that it was difficult to discern what each one was saying.

Twilight looked up to Cadance worriedly, but Cadance had a knowing smile on her face. She lifted a hoof, lowered her head, and focused her magic onto the couple. Her horn glowed bright blue as she cast a love spell on the arguing ponies. Hearts appeared in the air and floated over to them. Once the spell took effect, the couple immediately stopped fighting and, astonishingly, began to talk sweetly to one another as they gazed at each other adoringly.

Cadance smiled proudly and continued to lead Twilight on their walk. The filly walked beside her, still in awe, staring up at the kind alicorn in wide-eyed admiration. It was remarkable to see a pony just spread love wherever she went.

Later that evening, Cadance tucked a sleepy Twilight into her bed. She then looked around the room, pursing her lips. "Hmm…I think someone's missing," she whispered. She trotted over to where Smarty Pants still lay where they'd left her after they played pretend earlier that morning. She picked up the doll and carried it to Twilight, who eagerly reached out for it, hugging it close as she snuggled up in her warm bed. "Will you read me a bedtime story?" asked Twilight.

Cadance smiled warmly. "Now what kind of foal-sitter would I be if I didn't read you a bedtime story?" she joked. She flicked the lamp on her nightstand on and walked over to turn the bedroom light off. She then trotted over to the towering bookcase on the far side of Twilight's bedroom. The dozens of books were neatly shelved and seemed to even be categorized. Cadance smirked, impressed with how utterly organized she was even at such a young age. It made her smile to think about how structured her life would be as she got older. "Which one would you like to hear tonight?"

"Little Red Riding Hooves," Twilight answered.

Cadance grinned and laughed softly. "I've read that story to you five times in a row now."

"It's my favorite," Twilight informed her. "And you do the part of the Big Bad Timberwolf so well."

The alicorn giggled and walked over, sitting on the side of her bed, using her trusty magic to keep the book suspended in the air and flipped to the first page. "Ok then, here with go, the story of Little Red Riding Hooves." She cleared her throat. "Once upon a time…"

As Cadance told Twilight the story, she practically acted it out entirely, using hoof gestures and her expressive voice, which the filly loved. She knew the entire story by heart, but hearing Cadance read it and seeing her act it out made the story new and alive for her each time.

"Grandma! the hooded pony exclaimed. What big ears you have! The better to hear you with, said the timberwolf."

Twilight laughed at how her voice changed from light and sweet to gruff as she alternated between characters.

"And my! What big eyes you have! The better to see you with my dear."

The filly placed her hooves over her mouth, anticipating the next line.

Cadance gasped for dramatic effect, holding her hooves up in the air. "And, what big…teeth you have! Ah the better to…" Cadance immediately shut the book and began tickling Twilight. "…eat you with!" Cadance exclaimed.

Twilight squealed and laughed aloud as the alicorn trapped her in a hold and tickled her mercilessly. When she finally let her go, Twilight was still giggling and tried to catch her breath. She then yawned as her eyelids grew heavy on her eyes.

Cadance smiled knowingly. "Someone's getting sleepy." She adjusted the blankets over the small purple filly, making sure she was cozy. She then leaned down and kissed her on the forehead. "Sleep tight, my favorite filly."

Twilight yawned and smiled as her eyes began to slowly close. "Night Cadance," she mumbled. "Thanks for always coming to take care of me. And thanks for being the best foal-sitter ever."

Cadance giggled softly. "You're welcome Twily. And thanks for being the best filly I could ever imagine sitting for." She walked over and returned the book to its shelf, making a mental note of where it was, since she had a feeling she'd be reading it next time as well. She flicked off the lamp before exiting her room and slowly closing the door behind her, taking one last peek at the adorable unicorn filly as she drifted off to sleep.

A/N: The scooter was in the background during one scene in the flashback. I tried to keep this as canonically accurate as I could manage while adding my own parts in.

Anyways, thanks so much for reading, and I hope you enjoyed it!