You are going to sleep quiet

Watch out for the Stare. Sometimes Fluttershy can overdo it.

A month ago I was watching some generic gmod videos on Youtube and suddenly got inspiration by Fluttershout, an evil ear-rape monster combined from poor pony and great Master of Ear-Rape, gmodder GAYPEN1S. [link to original video]
In fact, at first I have drawn the Fluttershout herself [link to scrapbook], but then decided to go back to Shy and completely changed mane's color to original.
Worked with this painting 2 days, but then I got lazy. So, after 9 (or more) days of laziness, hopefully it will have been worth the efforts. Spent the last day finishing her mane and tail, then the sky.

I was trying to make a shitty background, but then ended up with these beautifully blurred clouds. I made them 'unfocused' by total accident, just messing around with Ink tool...