"Ve... ve..." Italy whispered in his sleep, grinning with that same clueless smile he always has. Of course he slept calmly despite the fact that when he was knocked out it was due to a spark of England's magic that could've done who-knows-what. What else would anyone expect from Italy?

He began to wake up once he felt something soft tickling his face. "Ve...~" he cooed, scratching at his face. Due to the fact that he was barely even awake yet, he didn't realize that something felt different about his own hand on his face. Italy opened his eyes (well, sort of) to see an adorable little bunny sniffing him all over.

"Awwww you're so cute!" he exclaimed, fawning over the creature. "Where'd you come from?" the bunnies from where I live are cute but you're so much cuter...~!" Of course the Italian with his one-track-mind was oblivious to the fact that he had woken up outdoors in an unknown location. Italy reached out to pet the adorable thing, but he stopped in surprize when he caught sight of his own hand, or rather, hoof. "Ve!" he gasped, jumping back slightly. What had England done to him?

The bunny continued to sniff at Italy for a moment, before its ears perked up and it hopped away, out of sight.

Italy was too busy cowering over the situation to care that his cute new friend had left him. He tried his best to get a good look at himself. All he could really see was that he was now also covered in reddish-brown fur. Panicked thoughts began to fill his head. What's going on? Am I some kind of horse? Where's Germany! Italy was distracted from those thoughts however when a soft female voice broke the forest's silence.

"Oh? What did you find?" the voice asked from a distance. After a moment of silence, "You want me to follow you?"

"Ve...~! She sounds nice..." the easily-distracted Italy commented to himself.

A moment later that same bunny came hopping back into Italy's view, a small yellow pegasus following closely behind. She stopped when she saw Italy. "A pony?" she asked. "What are you doing out here?" she asked him, walking up to the scared little creature. After all, they were on the edge of the Everfree forest, where ponies didn't typically reside.

"Eh? A pony?" Italy shrieked, jumping back from this strange newcomer. "I'm not a pony! I'm just weak li'l Italy so don't hurt me! And who are you? Why are you a talking pegasus?" Italy cowered, backing into some trees. Though in his act of cowardice he realized that he too had a pair of wings looking a lot like hers.

The female pony jumped back slightly in suprize. Who was this? She didn't mean to scare him. He sure was a timid one... She flew over to his side in an attempt to comfort him. "Hey, I won't hurt you." she said soothingly. "What's wrong? Why are you so scared?" she asked him, although she felt more like she was talking to a frightened animal than a fellow pony.

Italy looked up to the pony hovering over him. Her sweet voice and soft eyes helped Italy realize that, despite the fact she was an actual pegasus in front of him, she was nothing to fear at all. "Ve... what's your name?" he asked the pony, whom he was then able to realize was actually quite beautiful.

"I'm Fluttershy," she told him quietly. "And you said your name was Italy, right?" she asked, sounding a bit more timid now that this unfamiliar pony was acting more open and friendly towards her. She couldn't help but notice the peculiar cutie mark he wore, but was too shy to ask what special talent a white flag was supposed to represent. "Now, what are you doing on the edge of the Everfree forest?" she asked. "I haven't even seen you in Ponyville before..."

Italy turned his head sideways, a peculiar curl sticking out from the rest of his mane. "Veee...?" he answered back, quite confused. "Everfree forest? Ponyville? I've never heard of those places..."

"Oh..." Fluttershy replied, wondering how he even wound up where he was in the first place. "Are you not from Equestria?"

"Never heard of that place, either..." Italy answered cluelessly.

Fluttershy began to worry for the poor pony, he seemed to have gotten a long way from his home, and representing the Element of Kindness, she wanted to help him get back. Does he even remember how he got here, though? she thought. Maybe he hit his head on something and lost his memory... poor pony... "Do you remember how you got here?" she asked, trying her best to help him.

Italy thought hard. It was mostly a blur to him. "Eh... I was at England's place..." he started to explain. "And then America and France annoyed him... and he got distracted from his weird magic thing and then... I don't remember..." he admitted, scratching his head with his hoof.

"Well, if it's magic that got you here, I'm sure magic can bring you back." Fluttershy encouraged. "I know a unicorn who's really good with magic... maybe she can send you home." she suggested.

"Ve...! Really?" Italy chirped. "Thank you thank you! I don't know what I'd do in this unfamiliar world without kind ponies like you...!" he cheered, unaware of the fact that eleven other countries had also been thrown into this magic-filled world.

Meanwhile, a hyperactive pink pony was busy figuring out what to do with the unfamiliar pony she had found sleeping behind the bakery where Mr. and Mrs. Cake worked. He was a large, blonde-colored unicorn, with his cutie mark appearing to be a mug full of beer.

The pink pony loomed over him, wondering if she should wake him up or not. I've never seen this one in Ponyville before... she thought. The hyper pony then mentally gasped. Maybe I should throw a welcome party for him like I did for Twilight! 'Cause if he's new to Ponyville then he must not have any friends here yet! Being just a few steps away from party-planning mode, she could barely think about why some unfamiliar pony was sleeping in such a random place. Does he not have a home, either? The poor thing! I should wake him up and ask...

"Hey! Hey! Wake up, sleepy head!" she called, kicking him lightly. "You're new to this town, I can tell! But you can't be homeless or anything, right?" she asked, such tragities were rare in Equestria.

Italy...? the blonde mare thought tiredly, although the voice sounded just a bit too femine to be that of his comrade. He opened his blue eyes slowly at first, which went wide with shock when he saw the face of a pink pony in front of him. He scrambled to his feet, though he was even more surprized to find himself standing on four hooves, looking back at a pink pony with a fluffy mane and tail. What... is going on? he asked himself, backing away from the stranger, his mind filling with confusion.

"Ha! You sure startle easily!" the bubbly pony commented, not noticing his apparent fear and confusion. She bounced over to him, acting like her usual hyper, innocent self. "What's your name? Where'd you come from? I'm Pinkie Pie, and I'd love to be your first friend in this town!" she cheered, smiling brightly.

The blonde's eye twitched slightly. This pink ball of energy reminded him of Italy quite a bit, except perhaps even more hyper, if that was possible. "I'm... Germany..." he replied slowly, still standing on-guard. He glanced at his own body, and indeed, he had been turned into a pony. Scanning the area around him, he noticed that there were ponies all around this colorful town, all similing and happy... where on earth was he?

"Welcome to Ponyville, Germany!" Pinkie greeted happily. "You must not have any friends here yet, do ya? Don't worry! I can help! Want me to throw you a welcome party? I was just thinking about that while I was watching you sleep! Wait, that last part sounded weird... I was only watching you 'cause I didn't wanna wake you up but at the same time I wanted to make sure you weren't some homeless pony sleeping on the streets! You do have a home, right? Well don't worry if you don't! I'm sure I could find someplace for you to live. You might even be able to move in with me if you wanted! Although I don't know what my pet, Gummy, would think of a new pony he's never seen before. Well, I'm sure you'll get along just fine! Anyway, about the party, want one? I've already started doing some planning in my head. I threw a party for my friend Twilight Sparkle when she moved here and now she has lots and lots of friends like me! Friendship is magic, after all! So where did you come from? Are you from another city in Equestria? Like Canterlot? Or a different country altogether?" Pinkie asked, not even sounding like she was out of breath after all that.

Germany wasn't even sure how to reply to that. Equestria didn't sound like any place that even existed. In fact, it sounded more like he had been sent into the depths of England's magic-loving brain. At any rate, Pinkie had said to him far more than he could process at this point. "Uh... I'm not from Equestria..." he answered unsurely, not knowing what more to say after that.

"Then where are you from? Oh it doesn't matter, we'll talk about that later. Right now I wanna make sure you make lots of friends so that you aren't lonely here! Come with me! I'll introduce you to everyone I know! You're bound to find some ponies you get along really well with!" Of course she left out that she knew just about every pony in Ponyville.

Germany was hesitant at first, but he soon followed after the hyperactive pony as she bounced away. He figured that he was just in the middle of the weirdest dream ever, and that he would wake up soon enough. No need to worry himself.

"Now Italy... you stay here and I'll see if Twilight is home, ok?" Fluttershy told the reddish-brown pegasus, whom she had let stay at her home until she and Twilight had figured out how to get him back home where he belonged.

Italy nodded. He was quite looking forward to Fluttershy bringing another adorable pony to him.

"I'll be back soon." Fluttershy told him before fluttering out the door, on her way to Twilight's home.

A/N- My first attempt at one of those messed-up crossover fanfictions. XD England sure messed up pretty badly this time, ne? Oh, and you'll hear about what he did soon enough. ^^