Pinkie stood on the festival's theatre stage with her face smeared in white and her mouth smeared in red. The yellow cone hat, garishly polka-dotted with blue, sat haphazardly on her head as she laugh. She laughed loudly, proudly, she laughed so hard she needed no equipment to be heard. "Welcome everypony!" She cried out, her grin so wide the moonlight reflected off her teeth. "Welcome to the Ponyville's Annual Fall Carnival!"

She was greeted with an energetic cheer as the crowd stamped its hooves, all dressed as entertainers and cheerfully dancing among themselves as the power of the chilled afternoon and its sweet smells filled them with youth.

"Yeah, that's right! Let me hear those yells!" She sucked in a deep breath, "AAAAAHHHHHHHHHH YEEEAAAAHHHH! Fall Carnival is HEEEERRRREEE!" Despite the screeching volume her voice managed to reach the crowd did not recoil. If anything the energy of her voice was absorbed by the crowd before her. "All you ponies here are here for a good time right?" A happy cheer. "RIGHT?" The cheers turned to screams of joy, "Good! Well this is festival coordinator Pinkie Pie telling you ponies to go out and have a BALL! We have enough for EVERYPONY here tonight to enjoy! We have snacks and refreshments like cakes and pies and tarts and-"

Slowly the crowd began to disperse, even with Pinkie Pie still going on stage. The carnival was set up just outside Ponyville to accommodate its impressive size. As was tradition, any and every event was set up in a gaily colored tent while the ponies running the events wore equally eye-catching outfits. Even just a few minutes into the event there were squeals of joy erupting from all over the festival grounds.

The energy was not lost on Twilight as she walked alongside Applejack. "Wow! I can't believe how much effort went into this! The traveling carnies sure don't pull any punches!" She gushed. She was in what went for ancient, traditional wizarding garb: robes, pointy hat, a wand floating by her side. On her back, Spike wore a light metal cuirass and a helmet that left his face uncovered.

"No kidding! I can't believe how fast it went up!" The dragon glanced around rapidly to take in all the sights as the two mares stopped to allow a large group of colts and fillies stampede unheeded across the road towards the latest event. "It was all sticks and sheets yesterday!"

"Welp," Applejack, still wearing her hat but with the added accessories of a leather jacket loaned from Braeburn and a set of boots, grinned at the way to two new faces of Ponyville stared about, "Ain't nothin' some good ol' fashioned elbow grease and teamwork can't solve. Hay, they were probably done 'fore you two set hoof outside the library!"

"Oh don't exaggerate Applejack." Twilight smiled as they walked along the game booths, peering at the instruments and toys inside while ponies of all ages took the seats and took their turns trying to win the prizes.

"Ah ain't exaggeratin'!" Applejack insisted as the two mares kept their pace. They were heading for the back of the carnival now, more interested in exploring in the moment than playing. "These carny-folk ain't natural, but in a good way!" She said as a pony with eight-foot tall legs lumbered by while carrying an assortment of balloons, "They probably got some crazy hoodoo that makes 'em lickety-split fast."

Around them, the number of ponies dropped dramatically. They were walking into a part of the carnival that wouldn't be open until Luna's moon sat high and proud in the night sky, where the supposedly most mysterious of workers gave their peace to those that were fascinated.

'Or easily duped.' Twilight chuckled to herself. "I guess it's possible." Twilight admitted with a roll of her eyes. On her back, Spike's stomach gave a little rumble.

"Y'all guess? Ya work with magic everyday! Whose t'say ye're the only one with any sorta spellwork aboutcha?" Applejack countered. They paused at the end of the row of tents when they reached a dead-end. All the tent-flaps were closed, quiet, and the tents were dark.

"It's just that there are some things that are a little silly when taken out of context." Twilight bounced Spike on her back when his stomach growled again. "For instance: Spike's stomach is making funny noises." Spike rubbed his belly and nodded.

"He's probably jus' hungry." Applejack shrugged as she looked the dragon over. Spike just gave Twilight's mane a little tug.

"If somepony wasn't so busy making her assistant run around looking for notes from her seventh grade illusion's class then I coulda eaten before we got here!" He huffed. Applejack snickered at his annoyance.

"Eheh…" Twilight blushed openly and turned around to stare down the row of tents. "I guess I was a little side-tracked. Let's go get you something to eat, 'kay?" She asked, and Spike whooped cheerfully.

Applejack's smile grew big and toothy, "Don't eat too much, ya hear? This carny food is good stuff but it'll make ya sick real quick!"

"You're not gonna come, AJ?" Spike turned to stare at the farm pony and Twilight paused in mid-step to join in on the stare.

"Nah, Ah'm full. Gonna go enjoy a ride or two. We should meet up 'bout here when y'all're done, Ah won't be long m'self. We might even catch up with Dash 'n Fluttershy if Dash can slow down from her sugar high long enough." Applejack watched the sky for a minute and the three shared a chuckle.

"Well, alright. We'll be quick." Then Twilight leaned in close, "But don't be late! If we have the wait, I'm not sharing my funnel cake with you!"

"Got m'word, Twi." Applejack saluted and let the mare trot off, returning the wave Spike was sending her. She smiled after them for a few seconds before glancing up to think. There were a few rides she'd like to get into today before Twilight and her weak stomach limited her. The Tilt a' Whirl might be fine if the line wasn't too bad, though if it was the Slingshot See-Saw would be clear of everypony but the brave-

"Shh." Applejack's mind froze up at the noise. She turned her head quickly to stare behind her, eyes full of curiosity. She spied the last tent on the left, the entrance flap opened up enough for a veiled head to look through. It was a pony, most definitely, but she could not see the pony's face. "Be a dear and take a few steps closer?" The figure asked behind the dark veil.

"… Pardon?" Applejack turned her body to face the odd figure, though she did take a few steps closer.

"Close enough dear." The mare - Applejack was certain it was a mare from the voice - held up a hoof. When she set it down, the mare stayed silent. Applejack and the mare stared at each other for several awkward moments before the veiled mare spoke again. "You're Applejack, aren't you?"

Applejack nodded uneasily. She didn't like the strange and mysterious stuff, at least not when it didn't have a presenter and a crowd. "Yes'm, I am. What's it to you?" She couldn't keep herself from being a bit snippy.

"Nothing much. It's just not everyday you meet the Element of Honesty." Applejack openly recoiled as the mare began to laugh happily. Not many ponies outside Ponyville recognized her as an element, or as the specific Element of Honesty. Not many inside Ponyville even called her on it.

"Okay, fine, ya know what I am? What do ya care?" Applejack took a few uneasy steps back, though the mare didn't seem to notice.

"What do I care? My dear Element, I have plenty of reason to care." The flap widened so the mare could fit her body through. The mare, which Applejack could clearly see she was now, was old. Her body was weak and shaky, much like Granny Smith's, but her voice was as strong as a mare a third her age. "Allow me to introduce myself. I go by many names, some relevant, many not. I have traveled the world gathering stories and listening to the ancients, the spirits, and the land. I have heard many fantastic things and I have told quite a few tales myself; I am a Soothsayer, a speaker of truths and only truths. I have heard the stories of the Elements of Harmony and their keepers but have never met, seen, nor heard the voice of one. It is by chance I woke from my nap to see you sending your friend, a fellow Element even, off."

"… Yeah." Applejack mumbled as she felt herself heat up in embarrassment. She was even less used to being praised for being an Element. She wasn't mythical or anything. "Okay, so ye're a tall-tale teller. Ah'm guessin' ya want a story 'bout Nightmare Moon or Discord?"

"HAH!" Applejack was nearly bowled over from the power of the shout, "Tall-tales? I am a Soothsayer, I say sooths! Which are truths! I say truths! Truthsayer I say! I say truths and truths alone! My stories are fantastic but they are not lies! They are passionate, powerful retellings of the greatest deeds to have graced Equestria!" The mare began to hack and cough for a second, but then wiped her chin and turned to face away from Applejack. "No, Element of Honesty, I have heard of your stories enough times to put the facts together myself. What I want to do is offer you, the Element of Honesty, a pony whose very character is defined by her inability to lie, the chance to hear the truths of this world."

"Pardon?" Applejack's eyebrows raised as the mare ducked into her tent to turn and stick her head out again. "The truths of this world? Of Equestria? What's there t'learn? Ah ain't the brightest pony but Ah ain't daft, Ah know my history."

"You do, don't you?" The Soothsayer chuckled, "What I'm offering you isn't a history lesson. It's the chance to learn something you've always wanted to know. Why do the birds and the bees work as one to create their young? Why does the Earth bare the fertility needed to grow our food, but not the clouds? Each a story, each a lesson, and each, undeniably, true, and I will let you know one of them."

Now Applejack stared at the mare like she'd gone mad. That was just how things were right? The Earth was where you grew the seeds because… Well… It was proper, wasn't it? The clouds couldn't grow anything because…. Well… "Hm…"

"Surely you must have some questions?"

"Ah-" Applejack hesitated in her answer. "Yeah, Ah guess Ah do…" She rubbed the back of her neck as the tent flap opened to uncover the dark entrance.

"Then in! Come in! If anypony should know the truths of a Soothsayer, it should be the Element of Honesty…" The mare offered as she slipped into her tent. Applejack stood, nervous, wondering if she could excuse herself by saying she was waiting for Twilight…

… But something about this… Truth… Called to her. What could this mare know? She'd never heard of a Soothsayer before, but she had heard that the elders of the world often knew more than they let on. Was this elder offering her some of that? Well, she'd just said she was… "… Alright, Ah'm comin' in."

She walked into the open tent. She was greeted by a table covered in a purple cloth in the middle of it, candles set on the floor, casting dim light all across. A seat pulled out in front of her, waiting for an occupant, and the Soothsayer on the other side of the table. "So good to hear! Sit! Sit! Sit and ask, so I may answer your question."

Applejack sat in the open chair and then awkwardly hopped her way to a more reasonable sitting position at the table. The Soothsayer sat across from her with several excited twitches running along her old body, waiting for Applejack to get comfortable. "Okay…" Applejack finally stared into the Soothsayer's… Veil. "So how's this work?"

"Easy." The Soothsayer clapped her hooves together. "Ask me a question. Any question in the world. Any bother, any curiosity, and I will answer it truthfully. I know all the answers to your quandaries, but to learn, you must ask."

With a little frustrated tightening of her lips, Applejack scrunched her eyebrows and thought. Any question? Any at all? She had a thousand she could ask. The weather tomorrow, or the day after, the coming harvesting seasons…

'Any question at all.'

How the Princesses came to be after Equestria was made, what happened to her parents, when would Applebloom learn her true talent… It sounded ridiculous, but this Soothsayer, this supposed teller of truths, was telling her she could know these things…

Anything…

She could even learn a way to solve their problems. Not the farming problems, those were easy, but among her friends. The little fights, the constant difficulty after obstacle that befell them daily, the need to write these letters to Celestia…

It bothered her some. They were supposed to be unified in their abilities as the Elements of Harmony. Why weren't they harmonious? Hay, why wasn't everypony harmonious?

"…" Applejack's eyes widened. The Soothsayer leaned forward to listen. "Ah got a doozy of one for ya." She finally spoke, breaking her own thoughtful trance.

"Good, good. The doozies are the best! The oldest! The least told! Ask me, Applejack, Element of Honesty. Ask me." The mare urged, nearly bouncing in her seat.

"Alright, here Ah go." She took a deep breath and collected her thoughts into one coherent sentence, "Why do ponies fight and feel bad? Why aren't we harmonious?"

The Soothsayer stared at Applejack for what felt like minutes. The heat of the candles made her veil flutter mysteriously, almost magically, as if the Sayer was pondering. Did she stump her? Was that a question that could not be answered? "Quite the doozy, Applejack, Element of Honesty. Quite the doozy. Lend me your ear, dear mare…" The soothsayer took a deep breath, leaned back against her chair, and crossed her hooves across her chest. "For I will answer your question with a story I have not told in many many years…"

---

Once there was a mare,
Beautiful, passionate, powerful.
A mare of three births,
Of land,
Of sky,
Of stars,
Possessing the features of each
Perfectly, harmoniously.

Long this mare had lived,
Longer than we know today.
The world was her oyster,
Yet she was its lover.
Gentle and soft,
Sweet as honey,
She loved the world,
More than it could love her.
She wrapped it,
Its inhabitants,
And their creations
With love,
Affection,
Warmth.
She asked for nothing,
Yet in return,
They loved her back.

She loved them all
Equally,
She picked no favorites,
She picked no husbands,
She picked no wives,
She picked no single lover,
Yet she was filled with the love
Of many a lover.

Of the lot, there were nine,
Nine lovers who loved her,
And wanted her
More than any treasure you could hold.
These nine lovers had loved her,
And she loved them back,
But they desired her love,
As we desire wealth.

The nine lovers,
The pegasus,
The dragon,
The bat,
The snake,
The eagle,
The deer,
The lion,
The lizard,
The goat,
Sought her one day after another
Each vying for her affections.

The pegasus wrote her
Beautiful messages in the sky,
Formed with the care
He would give her.
"So creative you are,"
She had told him,
"But I cannot accept,
For I love you
as I love the others."

The dragon gave her a throne,
Of solid gold and hardened
By the flames of his passion,
That he held for her.
"So wealthy you are,"
She had told him,
"But I cannot accept,
For I love you
as I love the others."

The bat gave her song,
Keening messages of love,
Made with nights of adoration,
With his thoughts about her.
"So beautiful you are,"
She had told him,
"But I cannot accept,
For I love you
As I love the others."

The snake wove for her
A sheet of scales he had slid out of,
Pained but with the dedication,
He showed to her.
"So tenacious you are,"
She had told him,
"But I cannot accept,
For I love you
As I love the others."

The eagle had summoned with a cry,
His beautiful kin and family to serve,
Whom all shared in his great faith,
The faith he bowed to her.
"So subservient you are,"
She had told him,
"But I cannot accept,
For I love you
As I love the others."

The deer had taken his time,
Dedicated to perfecting her garden,
Meticulously crafted with pleasure,
Which he wished to share with her.
"So gracious you are,"
She had told him,
"But I cannot accept,
For I love you
As I love the others."

The lion roared to the heavens,
And split the skies asunder,
So she would feel the sun's warmth,
Just as he felt by her.
"So majestic you are,"She had told him,
"But I cannot accept,
For I love you
As I love the others."

The lowly lizard worked tirelessly,
Keeping her home tidy and spotless,
Not a single bit of dust ruining its perfection,
The perfection he saw within her.
"So meticulous you are,"
She had told him,
"But I cannot accept,
For I love you
As I love the others."

And that left the goat.
Long a servant to the mare,
Long in love with her,
He had no talents,
He had no gifts,
He had no power,
Nor family
Nor lineage,
But he had his stubborn love.
His stubborn long-lived love
That he felt from the day he saw her,
To the day he presented himself to her.

"So loyal you are,"
She had told him,
"So dedicated,
So gentle,
So careful,
So caring,"
She had told him,
"I love you."
And his heart filled with glee,
"But I cannot accept,
For I love you
As I love the others."

The nine lovers,
Rejected,
Met by chance
On the deer's crafted lawn.
Together they were spurned,
Rejected by the mare as one.
Sorrowful and angry, they argued.

"She cannot love me,
She cannot love you,
She cannot love any of us,
As she loves us each,
As she loves us all!"

Their shouting broke the night
And brought tears to the mares' eyes.
It was true that she loved them all.
It was true she could not love just one.
They were all so wonderful in their ways.
How could she pick one?
She had gone to bed,
Afraid she would disturb them more
Should she show.

She felt right,
Her decision had been made.
Yet they fought,
And she knew why.
She could not love them,
Like they loved her.

"She loves us all equally,
Because equally we all love her,"
A voice broke through.
The goat,
Soft-voiced and simple-minded,
Stood before the lovers.
"I love her just as the lion lovers her,
As the dragon loves her,
As the deer loves her.
She cannot love us because,
Together,
We love her as one."

"But we are not one,"
The steady lizard spoke.
"I am me,
You are you."

"The lizard is correct,"
The dragon said,
"But so is the goat.
We all love her equally,
But she cannot pick us because of love.
We are not as perfect as her;
I craft."

"I sing."
Chimed the bat.

"I weave."
Offered the snake.

"And I serve."
Said the eagle.

"We are not perfect,
We have small talent
Compared to her.
We have been blessed by her
To be so proficient,
But cursed by mortality
To never be absolute."

"And she can never pick one,"
Spoke the pegasus,
"For all of us have picked her."

Their debate went on through the morning,
Through the day,
Through the noon,
The afterwards,
The night.

They lamented their imperfection,
And cursed their limits.
Except for the goat,
Who had a disastrous idea.

"We all love her equally,
Do we not?"
He asked of the lovers.
"We all have our special talents,
Do we not?"
The lovers agreed.
"But we are all separate,
Are we not?"
A remorseful nod.
"Why can we not share?
Share our love to her,
Our talents to her,
With each other,
As each other?
If we became one
Would we not all love her equally?
Have our talents equally?
Could she not love us then?"

What the goat suggested was madness,
But salvation.
To become one for their lover,
To share themselves with her,
Was it not the perfect plan?

No.

With the power of the land,
The sky,
And the stars,
The nine lovers became one being.
One being with their talents,
With their strengths,
Without their weaknesses,
And with their love.
What they forgot
Was their individuality.

Each wished to be themselves,
For they pictured themselves with the mare.
They could not bare it otherwise
So they sought to be separate
With their equality,
And in becoming one
They failed.

The abomination that became of them,
That was made up of their parts,
Approached the mare without apprehension.
It saw not what it had become.
"I have come to you as one.
I have come to you with our love.
I have come to you with our talents.
I have come to you as one.
To love you.
To be with you.
To accept your love as one.
For we have become one
For you to love us all."

The mare stood appalled,
What she saw could not be described.
A creature that stood perfectly,
Yet lacked correlation.
It was many things,
As one thing,
Which it should not have been.

The lovers' love,
So powerful for the mare,
Had denied the limits of mortality.
Of rationality.
Together their spell made a being
So ghastly
So imperfect
So disgusting
Yet harmonious among itself.

The mare stood appalled,
And to the creature she begged,
"Stop! Stop! What have you done!
What have you become!
You are all so wonderful
By yourselves!
What you have become
Is against what I desired!
I love you all,
As I love all things,
As all things love me,
For each of you is special.
To become one,
To try and combine that love you hold
Purely to seek out mine,
You have ruined yourselves!"

The lovers,
As one,
Sank to their knees before her.
"Are we not what you wanted!
We have the wisdom,
The talents,
The knowledge
Of immortals!
We ourselves are immortal!
So we might share our combined love
With you and you alone!"

In fright the mare
Drove them from their knees
To the doors of her home.
"Get out!
Out!
Out!
Out!
Out!
Out!
Out!
Out!
Out!
You were all special,
But now you are abominable!
To give up your lives,
You have ruined my love for you!
For each of you!
You are no longer yourselves,
You are now a beast,
A monster,
And monsters hold no love!"

What the lovers did not understand
Was that their love was special
Because it was their own.
When they tried to share,
Each pulled back their love greedily.
They did not open their feelings to each other,
Despite their promise and their love
For the mare.
Greedily they'd separated their love,
And when they became one being,
None had left love to spare.
Only want.
Only lust.

In a rage the lovers flew from the mare,
To the forest,
To the hills,
To the mountains they flew.
They nursed their hurt,
And from this hurt sprang new emotions:
Anger,
Sadness,
Selfishness,
Envy.
Feelings the world had never felt before,
Until the nine lovers had grown greedy.

They found these emotions overwhelming,
Even as a singular being.
Yet they pushed the emotions
To each other,
To keep themselves from feeling them.
The love that had become lust,
Anger,
Sadness,
And envy,
Fueled them as they warred.
But this war was short-lived
As a brutal lash of envy
Struck a passing fox.

The fox was suddenly overcome with envy;
Why did the robin lay such beautiful eggs
Whereas the fox gave birth to ugly young?
Why did the robin live in the trees
While the fox lived in the dirt?
In a rage the fox climbed
And climbed the tree the robin stayed in,
And struck the robin's nest down,
Killing the young,
And then killed the robin.

The nine lovers saw the pain they wrought
Yet did not feel the pain anymore.
So to relieve their own rage
They spread the anger,
The sadness,
The greed,
And the envy,
To all they passed in the world.

And for the first time
An Earth Pony asked
"Why should we share our food?"

And thus, Discord.

---

The candles had gone out. There was not a single breeze through the tent the whole time, yet the light was gone. The veiled mare seemed to crack a smile underneath her head covering as Applejack stared at the middle of the table with big eyes. "Ye're tellin' me… Discord was…?"

"Quite dashing, yes." The Soothsayer chuckled at the way Applejack just glared at her. "Well, my dear Element, that is the answer to your question. As I promised, one answer, one question."

"But…" Applejack let out a noticeable quiver in her words, "But that just raises so many more! I hafta know-"

"What you have to do is get back to your friend." The mare pointed past Applejack, to the street outside. Applejack glanced back and saw it was bare, but knew Twilight would be arriving any moment.

"Ah! Yeah, Ah guess, but…" Applejack looked back to the Soothsayer. The veiled pony was gone. As was the table. As were the candles.

As was the chair.

Applejack sat in the middle of an empty tent and watched the opposite wall in confusion. "What jus'-…?" Applejack began to whisper.

"Applejack!" A voice rang out outside. It was Twilight's voice, snapping her from her daze.

Applejack stood up and turned to the tent flap, her eyes following a thin white veil that fluttered in an unfelt breeze through the tent flap outside. She lunged out the tent to catch it, only to end up face to face with Twilight. The unicorn stared at her in surprise, but then began to giggle.

"There you are, I thought you were gone! What were you doing hiding in that tent?" Twilight asked as Spike happily chewed his way through a caramel corn ball while watching them both curiously.

"Ah-…" Applejack jerked her head back to face the tent. Inside, it was dark, and empty. "… Nothin', Ah guess." She finally said. She glanced down the street, past Twilight. The white veil slipped inside an open tent flap that immediately closed itself. "Nothin' at all…"