Twilight the clown

by TechnoPagan9

First published 21st of October, 2015

When the circus comes to town, Twilight decides to see the show but a certain magician has other ideas

Twilight just wanted to blow off some steam and enjoy the circus. Watching the acrobats, clowns and magicians do what they do best and that is entertaining the crowd. However what happens when Twilight becomes one of these goofballs by one such magician.

Based on TF-circus comic strips and heres a link to another story based on them by MaskedPony called Nation of Clowns: http://www.fimfiction.net/story/296661/nation-of-clowns

The circus is in town

It was a bright sunny day in the land of Equestria, the warm light of a sun reflected off the shining crystals of the Friendship Rainbow Castle, leaving behind a harmonious glow for all to see. 5 of the Mane 6 were socializing in the central hub of the castle while Pinkie Pie was coming back in from shopping in Sugarcube Corner with bag full of sugary treats as well some muffins from mailmare Derpy. Pinkie approached the others and said:

"Hey girls, have you heard that the circus is in Ponyville" she said with pure excitement. She bounced around the castle, knocking down some items in a hyperactive rampage much to the annoyance of the others.

Fluttershy flinched at the mention of the circus and said "The circus....eek I am scared of clowns, they look too scary" to which she hid under one of Rainbow Dash's wings.

"Fluttershy, you do know clowns are not there to hurt you, just make you laugh and besides it is the acrobats that are the real entertainment in any circus" Rainbow Dash said while pretending to perform tricks on an imaginary tightrope.

Twilight who had been listening was almost done with finishing some work she was doing for Princess Celestia. She had been working on it all week and after about five more minutes, Twilight had finished the documents and given to Spike to be given to Celestia. After sending the documents away in his green flame, Spike noticed Twilight was mentally exhausted from all that work even though she was normally used to work that was very complicated.

"Gee Twilight, you look tired, you should take a break" Spike said

"I will Spike, I have decided to go to the circus, are any of you coming with me?" Asked Twilight

“You can go along without me darling because I have an important order that needs to be sorted out as soon as possible” said Rarity who was eager to get it all done.

Applejack said “I should really get some more apples bucked as well as help Big Mac repair the roof of the barn since the old thing isn’t able to shelter very much”.

Rarity along with Applejack headed back home to finish off their work but will meet Twilight at the circus while Rainbow Dash and Spike were going to stay behind in order to try to convince Fluttershy to come along to the circus. Pinkie in her wisdom decided to go back the Sugarcube Corner and get even more treats for the circus. Twilight tidied her books away and set off for the circus which wasn't very far. Twilight saw the huge tent, it was a typical circus tent with the red white strips covering the entire exterior and likely the interior. She found that she was about an hour early as the circus was to start at 2pm but the clock tower in Ponyville said 1pm.

"I wish I brought a book with me to pass the time" she said out loud to which she heard someone else talking behind the tent.

"Is someone there" the voice of a mare said, Twilight jumped before saying hello to the voice. The tent opened, revealing a pale green unicorn mare.

"Hello, Princess Twilight, I welcome you to the circus". The mare bowed, she had a light green and purple mane, dark green fur and light green eyes. She was also wearing a black cloak with many stars and dots patterns on it. She also had four bracelets around her front left leg as well as a star with a ruby in its center holding the cloak together.

Twilight replied "Thank you, what is your name"

"Magic, Magic Star the magician, please do come in, there is no need for you to stand out here" Magic said holding the tent open for Twilight to enter. Again the tent was like a typical circus tent, there were stands for the audience and a stage in the center as well as equipment such as juggling balls, hoop, unicycles, tightropes, top hats, wands, a bunny or two and of course chainsaws, lots of them. There were also areas where costumes and unused props were stored.

"Where are the performers, this seems rather empty for a circus" Twilight asked.

"They are getting ready for the show, the dressing rooms are behind the stage." Magic replied, pointing towards the stage and using her magic to lift the curtain behind it, reveling a large row of what look like small houses. They were all custom colored, likely representing the owner of that. Twilight noticed that each door had a circle shaped plaque made of what looked like gold and all had names and occupations the residents on them. The exterior of Magic's house was decorated with the style of her cloak and the door nob resembling her star brooch but what caught Twilight's eye the most was that the majority of houses seemed to be inhabited by clowns, often indicated by the names like Clown Stripe and Silly Filly.

Twilight frowned and said "You sure do have a lot of clowns working in the circus"

Magic merely laughed and replied "Why of course, this is a circus and what is a circus without its clowns"

Twilight shrug, hiding her annoyance at getting laughed at asked "Who is running the circus"

Magic who had recovered from her laughter replied "My friend runs this circus as its ringmaster. Her name is Sasha and she lives her home is there". Magic pointed to the odd one out of the small houses which was due to it looking more like a small version of the circus tent than a house. It has a door with an image of a clown but Twilight couldn't tell what creature it was although she assumed it was an image of Sasha.

"Although Sasha is the ringmaster, she prefers being a clown and I will admit that she is a little obsessed with them, heck if it wasn't for me she would likely have only hired clowns. She won't even be something else for nightmare Night unless forced to much to the annoyance of her personal maid". Magic said in an amused tone.

Twilight wondered a second and asked "Are you going to hire any more clowns in the future even though you already have so many." Magic ignored the question as an inquisitive expression formed on her face.

"Have you ever had done clowning before?" She asked

"Well I have dressed as one but never acted as one. Why did you ask" Twilight said with curiosity as to why the magician asked the question

"O just wondering. It would be funny to see you or the princesses as clowns." Magic smiled.

"But I would never be a good clown so if you think I am joining, I'm not" Twilight said. Magic grinned as her horn glowed and a round small object appeared.

"I don't take no for an answer, this nose will convince you to join" Magic said, her grin growing wider as she placed the nose on Twilight's snout causing her body to tingle.

"Why do I feel strange" Twilight said as she tried to pull the nose off which turned from red to light blue.

"You will see soon a magic trick you don't know princess" Magic replied in an amused tone. Twilight's vision suddenly turned to her old oak tree house/library.

"Wait, this can't be real. The library was destroyed during Trek's attack" Twilight thought. While this happened, her mane grew a little longer and curled up which was tightly held together by a pink and light blue bow. Her mane along with her tail turned blue with red and pink streaks. She noticed a hoof mirror in the middle of the room which she picked up and saw her reflection. Her reaction was pure shock as she saw her goofy manestyle that she almost dropped the mirror.

"What magic is this, what happened to my ma.....o this is perfect for my debut" Twilight shouted as she started to feel dizzy and her head hurt. She felt giggly inside as she started looking through the books in the library which she quickly realized were not organized in alphabetical order.

"Come on, where are the spell books!" She said desperately as a golden collar with a star that had a blue gem in it formed around Twilight's neck. She noticed and tried to take both the nose and the collar off but to no avail.

"Why don't you come off, I am no....I make such a good dress up doll, I should model more for Glimmer....no I didn't want to say that" She said, losing herself more to the transformation. She thought screw it and grabbed some random books and started looking through them.

"No, I need a book on curing this magic not joke books" Twilight said as she hit the table in frustration before she continued "Yes that is the book I was looking for '1000 jokes, clown tricks and acts of stupidity for idiots by Ponylicacco'" Which Twilight started reading. A pink and blue dress with rainbow streaks formed over her body, covering her cutie mark and tail which she failed to notice as she continued reading the goofy book.

"Why did the horse cross the road, because somebody shouted hay ha ha ha....No snap out of it" Twilight said as she slapped her face while blue shoes formed around her hoofs. She took the mirror and pushed a button on the back causing it to turn into a full body mirror and grew wide eyed at her appearance.

"Almost done but it needs something.....ow, just please stop" Twilight begged as she struggled to focus. She stamped her hoofs on the floor an a familiar green book fell to the ground. She ran to grab it and looked at the cover to see a familiar image of a plant which she hugged with joy.

"You will help me won't you, I don't judge books by their covers because of you" Twilight said to the book as she opened it. She found recipes for potions she already knew as well as herbal remedies such as poison joke cures but as read on she found remedies and potions that she didn't remember being there (and she has read the book 5 times) such as a potion that uses poison joke that seems to cause ponies to turn white with green and red lips as well as the affected pony to show off a menacing grin. Twilight shook her head as she found a page detailing a spell called 'Clownvanish' as well as an innocent grinning flower at the bottom of the page.

"Ok I hope this works" She thought as her horn glowed pink and she fired at the ceiling which opened at hole. Some magic blasted out of the hole and hit Twilight, preventing her from moving.

"Wait the instructi..." Twilight said before being cut off by maniacal laughter from the flower in the book. It called her an idiot and disappeared as two pink coated blush brushes floated out and painted her cheeks.

"Yes that is what I ne...No STOP" Twilight said weakly as she struggled to break out. A few seconds later, the brushes went back into the hole which sealed up. Twilight looked in the mirror to see her coloured cheeks but was unable to say anything as she held Her head. Her mind too numb to think. She closed her eyes and after minute, she smiled as she opened them again revealing that her purple pupils had vanished and had become completely pink and her eyelashes expanded then curled up. Her cutie mark though not visible due to the dress had gone from a star to a smiling clown face.

"Yes this is perfect" the brainwashed Twilight said as she posed to the mirror. She summoned a clock and realized she was late for her performance.

"Whoops how silly of me, I can't be tardy" She said as she ran to the front door and opened it causing her vision to turn back to normal. Magic grinned at the clownified princess.

"I think you will make a fine addition to our little 'family' so are you ready for your new life in the circus.....Twinkle Sprinkle"

"Yes silly, when does performance start?" Twilight Sparkle, now Twinkle Sprinkle replied with a giggle.

"In due time dear, but we better go to the ringmaster first" Magic said while leading Twinkle to the ringmaster's tent house. Magic knocked on the door. The door opened and out came what looked like a clown human who had rubbery white skin, a bright red nose, long blue with a rainbow bow tied to it, blue eyes and blushed cheeks. She was wearing a red shirt with a rainbow bow tie, a pink collar and buttons, a pink and purple skirt, striped purple leggings/socks and blue shoes.

"Sasha, I have a new one for you, she is called Twinkle Sprinkle and is very good at magic. She is also a princess of this land" Magic said

Sasha smile and gleefully said "She will make a fine addition to the circus indeed"

Author's Notes:

This is a my first attempt at a story and is a gift for a friend on Deviantart who had made the image I am using part of as a cover. Criticism is appreciated ty and I hope the changes in the dialog between Magic and Twilight as well as the transformation were an improvement

Twilight's clown TF comic strip:http://tf-circus.deviantart.com/art/TF-Circus-Equestria-Twilight-Sprinkle-533518117

Welcome to the show

It was 20 minutes until the show was to start and Magic decided to introduce Sprinkle to the rest of the performers. They all met behind the stage curtain, just in front of the performer houses but Sprinkle noticed there were only 4 clowns at the introduction.

"Hey, where are all the other silly goofballs and also why am I the odd ball out with the blue nose while these lot have red noses" Sprinkle said in confusion and excitement.

Magic turned to her and said "The others are recovering from an incident involving dynamite juggling so you will meet them later and to answer your second question, well I felt blue suited you as it matches your mane.

Sprinkle blushed at the comment and with those questions answered Magic turned her head back towards the other 4 clowns.

"Everyone welcome our newest member of our little family, Twinkle Sprinkle" Magic said using her front left hoove to present her.

Everyone exchanges welcomes to Sprinkle who giggles at her new friends, The first clown to introduce herself was a white pegasus named Clown Stripe who was wearing a blue-jump suit with some small red streaks. She had bright yellow eyes, lightly blushed cheeks much like Sprinkles own except redder and both her tail and mane were half blue and half white and the style made it look like she had shiny balloons for a mane and tail.

"Hello Sprinkle, please to meet you" Stripe said while extending her hoove to be shook. Sprinkle proceeded to shake it.

"Nice to meet y-WAAAAA" Sprinkle jumped off the ground from shock, falling on her flank with a thump. Stripe laughed her heart out, showing Sprinkle an electrical buzzer on her hoove.

"I got you good, you should try it as it will always cause a barrel of laughs" Stripe said still laughing

Sprinkle got up, giving off a small giggle and her horn glowing.

"O Well you like a barrel of laughs then how about this trick" Sprinkle summoned a couple of barrels around Stripe, each one emitting sounds laughing in a different voices. Stripe was amused at this unexpected joke, having never seen this happen before.

"Wow you are good at this, I can't wait to see what you can do on stage" Stripe said

"Well I hope to see more of your antics on stage Clown Stripe" said Sprinkle gleefully before turning to a small filly.

The filly in question had bright blue eyes and was wearing a blue with a white collar and a red tie. She had a blond mane and tail with her cheeks blushed pink and had a visible cutie mark which was a red clown nose and white eyes. She greeted Sprinkle with a smile, bouncing one a pogo stick.

"Hello little one, whats is your name and how did you join the circus" Sprinkle asked with a smile

Still bouncing on the pogo stick, the filly energetically replied "My name is Silly Filly or if you want you can call me Clown Filly, I didn't have my cutie mark before I became part of the circus but Magic helped me and my mark appeared and now I perform all the time, laughing all the way and making others laugh and meeting new people and....

She went on for a bit, making less sense as time went on. Sprinkle finds this entertaining as it reminds her of another pony she knows who was known to make energetic rambles from time to time. Filly only stopped when two white mares told her that Sprinkle got the idea and introduced themselves.

"Hello my name is Caty" one of the mares said. She was wearing a bow tie much like the famous cellist Octavia except it has a yellow collar instead of white and she had a light red mane and tail. Caty's mane covered her left eye, her right eye was light blue while her cheeks had dark red blush on them. Her mane was curled at the back and she was wearing a cone hat which had black outline of stars on the golden colored center. The rim at the bottom of the hat was purple while the orb at the top was pink.

"And I am Loopy, pleased to meet you" said the other mare. Unlike the others, Loopy had no costume or accessories on her body other than the clown nose and also lacked make-up. She had very light blue eyes and her mane and tail were dark purple with red and orange streaks. She also kept squeaking her nose which kept making different noises but mostly made the sound of a typical clown horn

"Nice to meet you both" Sprinkle said before curiosity showed on her face and asked "do all noses do that, make random noises when honked"

"Yes they do, give yours a try" said Caty who honked her own noise, making the should of a trumpet. Sprinkle proceeded to press her nose with her hoove, letting out a loud squeak. Twilight giggled and continued to honk her nose until her giggling stopped. Magic who had been watching the whole time told the 5 clowns to get ready as it is showtime. Magic ran to the tent's entrance to greet the audience while the clowns quickly got the props and positions ready.

Meanwhile, outside the tent was a larger group of ponies waiting to be let in to see the show. This included the Mane 5 and Spike who were wondering where Twilight was.

"Didn't Twilight say she was going to meet us here, you would think that being an alicorn would make her stand out" said Rarity while looking through the crowd.

"She will be fine Rarity, she is likely already inside the tent and found a seat" Dash said, trying to reassure Rarity.

"Oooo maybe she was so excited that she decided joined the clowns and have some fun" Pinkie joked while bouncing with joy as per usual.

"Ah doubt it, she only really wanted to relax and ah don't think clowning is relaxing to do" Applejack chuckled to Pinkie's joke.

The whole crowd entered the tent while being greeted by the magician Magic and chose their seats. Spike found some space for the 6 and after taking their seats, they still found no sign of Twilight.

"I don't see her anywhere among the audience, where can she be" Spike said in a concerned tone. He looked at the Mane 5 who were just as concerned as he was. Rainbow Dash tried to reassure everyone by saying that Twilight may be doing some business and is running late but the others were not so sure about that. Just then, the ringmaster Sasha came through the stage curtain and welcoming the audience.

"Welcome everyone to the circus, today's show shall be performed by the magician Magic and 5 of our clowns. It will be filled with laughter, mystery and merriment" Sasha said in excitement. Fluttershy seemed taken aback by Sasha's appearance but it wasn't so much about her being a clown as much as it was her race which Fluttershy had never seen before. Rarity noticed Fluttershy's discomfort and asked what is wrong.

"That creature is too frighting, I have never seen it before. Do any of you know what it is" Fluttershy said in fear. The others simply nodded no while Pinkie said

"It looks friendly, its still clown so it intends to have fun like any other clown silly-shy". Fluttershy just gave a annoyed stare at the nickname. Magic teleported on the stage and began announcing the 5 clowns.

"Meet Clown Stripe, the laughter of the sky who can juggle and shape the very clouds of this land, sometimes with wet or shocking result". Stripe flew through the curtain and into a small opening in the tents roof. She brought some white, grey and black clouds down with her and started juggling them while using the wind from he wings to spin them around and trigger rain and lighting. She gets shocked often but the suit she wears protects her from injury. The crowd were both amazed by the designs Stripe had shaped and laughed at the amount of times she got shocked.

"Meet our youngest, Clown Filly who's bubbly nature and her pies throwing will leave a mess and yet you will laugh". Filly came through the curtain, holding a large sack of pies and began throwing them at the crowd. One hit Spike in the face causing some of blueberry to end up on Rarity.

"O how uncouth, somepony should teach that filly not to throw pies at the crowd". Rarity said while trying to get the blueberry out of her fur. Spike on the other hand simple laughed and licked all of the pie off his face.

"Meet Caty and Loopy, our amusing duo who's acrobatic stunts into bending reality will leave you laughing all the way". Caty pulled a shallow pool from behind the stage and dragged it to the center of the tent. Loopy took out a cannon which surprised Pinkie as the cannon was the same size as her party cannon and she thought she was the only one able to hide a large object in her fur. Loopy climbed into the cannon while Caty took off her hat and pushed the orb at the top which caused the opening to lit up. She turned the hat turned torch over so the fire was on top and lit the cannon's fuse causing it to fire Loopy into the pool which somehow became deeper than it looks. The crowd was amused and surprised but none were more surprised than Pinkie.

Pinkie joyfully said "If only Cheese Sandwich was here, we could rival this duo".

"And last but not least, our newest member Twinkle Sprinkle who's magic tricks and her skills in juggling and uni-cycling will leave you breathless". Sprinkle teleported onto the tightrope platform and summoned a unicycle. She proceeded to pedal towards the rope and started juggling colorful balls. She used her wings to keep her balance as well as perform flips with her unicycle and used magic to create bright colorful orbs that emits magic that influences others into laughing.

"Shes good at this, I wish Twilight could do magic like this" Pinkie said while observing the laughing audience.

"And you would use it a lot wouldn't you if you a unicorn" Rarity said with a smile

Pinkie just shrugged. The Mane 5 and Spike didn't realize who Sprinkle really was and were still trying to look for her. After the show, they left the tent and searched Ponyville but the only response they all got was that she was witnessed going to the circus tent. After 2 hours of searching they decided to continue the search tomorrow. Meanwhile back at the circus, Sprinkle was congratulated on her first show.

"Your performance was great, your skill with magic will help it in future" said Sasha

"Indeed, you were a good choice for a clown" said Magic with a smile who was thinking back to the transformation and how much she enjoyed witnessing it.

Sprinkle simply giggled and was told that a small house had been made for her and was show where it was. The exterior resembled the design of her dress and like the others, it had a plaque with her name on it. The interior was cotton candy blue and contained a table and mirror, a bathroom, kitchen area, library, a training area for her performances, a wardrobe and a large bed. It was getting late so Sprinkle removed her clothes and placed them in the wardrobe before going into the bed to rest.

Author's Notes:

Well this is an intro to some of the other characters in the circus.

I have noticed some comments mention that they were going to attempt to make a story based on the TF-circus before I attempted this but I beat them to it. My reply to this is don't let me stop you, go through with the attempt as it is always interesting (at least for me) to see more than one version of a story from different writers.

By the way for those who want a image of Magic and the 4 clowns mentioned in this chapter here is a link: http://tf-circus.deviantart.com/art/New-Additions-to-the-Circus-Family-456523199?ga_submit_new=10%253A1445517981&ga_type=edit&ga_changes=1
Also here an image of Sasha Smiles: http://tf-circus.deviantart.com/art/Sasha-Smiles-536364000

Curiosity may lead to Skittles

It had been 2 days since the show, none of the Mane 5 have managed to find out where Twilight is. Rainbow Dash had just come back to her home after searching in Cloudsdale and had no luck finding Twilight. There were no clues as why she wasn't in the audience that day or why she hadn't sent a message to any of them. Rainbow Dash was thinking about putting up some missing pony posters when she remember that the performers occasionally come into Ponyville to buy some supplies but for some reason they are never out of their costumes.

"Maybe if I wait for a bit I may catch one of them in the town again and follow them. Maybe they know something about Twilight's disappearance" Rainbow Dash said to herself while looking over Ponyville. She flew towards the marketplace and waited for about 4 minutes before notices one of the clowns. Dash recognized her as 'the newest one", Twinkle Sprinkle who seemed to be buying some bolts for her unicycle. Dash observed as after getting the bolts, Sprinkle horn glowed blue and cast a spell on the cash register when the sales pony wasn't looking which caused it to grow legs and started running away from the stall. As the sales pony started to run after it, Sprinkle gave a giggle and squeezed her nose letting out a squeak.

"That never gets old" said Sprinkle who proceeded to walk in the direction of the the circus tent.

"Ok there she is, I should follow her back" Dash said in her head and followed her to the circus. Sprinkle walked to the back of the tent with Dash still on her tail and pushed the center of the tent. It opened like a house door much to Dash's surprise who was hiding on a nearby cloud and after waiting for Sprinkle to enter the door and for it to shut, proceeded to examine the door spot. Dash tried open the door through many means such as pulling open the bottom, pushing it and ramming into it. It didn't seem possible to open and Dash sighed.

"I can't use the main entrance, I will get caught so maybe I could wait for somepony to leave" Dash thought. As she was about to hide back on the cloud, the door opened and Dash took the opportunity to enter. Dash saw some very small houses, each oddly coloured such as one that was black with many stars and one that was painted like Sprinkle's dress. Dash looked around some more, noticing a unicycle that looked like it was in a state of repair.

"If that Sprinkle was repairing it then why has she just left it there" Dash said in her head completely unaware that Sprinkle watching her through an cloaking spell. She grinned and whispered to herself "Yes you followed me in" and alerted Sasha through telepathy of the new rainbow maned 'applicant' who 'will be joining the circus'. Sasha left her tent and noticed Rainbow Dash looking through the props and walked towards her.

"Hey what are you doing here?" Sasha said, pretending to have no idea.

Dash jumped at her voice, she remembered that this was the ringmaster so if anyone knew where her friend was it would be this strange creature.

"Where is Twilight, she came to the circus 2 days ago but I didn't see her and she hasn't come back" Dash demanded. Sasha smiled and replied "I saw you in the crowd so you must have seen her performance. Your rainbow mane is unmistakable". Dash was taken aback by this, Twilight wasn't a clown and she only wanted to see the show, not be part of it....or did she.

"What, my friend didn't want to join, what have you done with her". Dash said in an annoyed tone. Sasha signaled Sprinkle to come to her side.

"She is right here you silly mare" Sasha said as Sprinkle deactivated the cloaking spell. Dash who was shocked at her sudden appearance.

"Hello Dashie, here I am" said Sprinkle with a smile. Dash didn't believe what she was seeing, was this really Twilight she was looking at.

"No,no,no this isn't Twilight at all, she looks nothing like her besides the fur coat and doesn't do this because eggheads read at books not juggle them." Dash said.

Sprinkle just giggled and replied 'I prefer Twinkle Sprinkle now, my old name was boring and so was my look. I looked like a boring, smart egghead who's only joke was putting ponies to sleep with silly information that no one understands". Sprinkle continued with "besides doesn't this makeover suit me better than anything that marshmallow could ever come up with, heck maybe she should get some inspiration from here don't you think".

"Twilight you must have been brainwashed, you would have never accepted this". Dash said having accepted that this is indeed Twilight. She turned to Sasha.

"You, undo this and let Twilight go or I will fight you" Dash Threatened. Sasha and Sprinkle just laughed at her threat before Sprinkle spoke up.

"Dashie, I led you here because I want you to join, I want everypony to join. Its logical because your mane makes you look like a natural clown." Sprinkle said with a grin and giggle causing Dash to blush with embarrassment and feel insulted by the comment.

"Stop mocking me". Dash said while her face was bright red. Sprinkle's eye's narrowed and an evil grin.

Sprinkle said "its not like you have a choice here so maybe this will encourage to be more accepting" Sprinkle said signaling Sasha to send a clown nose to Dash. All Dash said was "Wut" when the nose attached itself to her snout which turned pink. Dash began to tingle as her vision seemed to be at the airfield of the Wonderbolts academy.

"Why am I here? Where did the tent go?" She asked herself as her mane getting longer.

"You pulled the short straw Dash and we decided you would entertain us as a clown. Hope you have some pies" a voice said. Dash turned behind her to find Soarin grinning and holding an apple pie to which Dash backed away slowly.

"I don't remember pul....pie me Soarin....wait what" Dash said as the pie was thrown into her face. Her mane had the edge curl up into a ball and was kept from loosing by a rainbow bow while her fringe had extended to a point where it covered part of her eyes. As she cleared her face of the pie, she felt dizzy.

"Why is the world spinning and What happened to my mane!" Dash shouted as she noticed the length of her mane. She tried to undo the bow but it was no use. She saw Soarin and the other Wonderbolts laughing at her causing her to lush with embarrassment.

"Please stop lauging at me" Dash said as she tried to get the nose off. Meanwhile as they watched the rainbow mane pegasus transform. Sprinkle and Sasha discussed what Dash's new name will be.

"Hmmm, Miss Blitz sounds like a good name" said Sprinkle but Sasha felt it lacked a comedy element and thought of a different name. It didn't take long for her to think of one.

"How about Ms Match". Sprinkle gave Sasha a confused look.

"I don't get it" She said bluntly

"Well she has many colours and they don't really match" Sasha said.

"Nah, there has to be a more creative name we can think of" Sprinkle said. Meanwhile back in Dash's mind her wings suddenly took flight against her will.

"Wait stop, I didn't say you should flap" Dash said to her wings before she shouted at the Wonderbolts.

"STOP LAUGHING it isn't....I hope you enjoy watching me crash.....No no crashing" She said with fear in her eyes as a collar with the comedy and tragedy masks on them had formed around her neck. She started doing some aerial acrobatics before flying through some large balloons but the acrobatics made the dizziness worse as she further lost her grip on her mind.

"I feel like I'm going to be sick" Dash thought before she hit the final balloon which just so happened to be filled with bricks. She started to fall back to the airfield and as she did she pasted through a rainbow. Each colour of the rainbow followed her down and wrapped around her, forming a rainbow coloured dress. Some sort of pinkish purple fabric formed on her, connected the necklace and dress together while forming holes for her wings while different coloured dots formed on her legs and hoofs.

"No flap wings fl....big smack down" Dash said as she smashed onto the airfield. The Wonderbolts seemed concerned at first until Dash giggled and grabbed her head with her right hoof and pulled it up, revealing a very flat face.

"Look ma I am roadkill" She said with a smile and giggle. The Wonderbolts laughed as Dash pushed her clown nose causing her body to inflate back to normal.

"Ple...sto....Looks do some unicycling and juggling but I don't have a unicycle. O well, time to Improvise" Dash thought as she stood on her back hoofs and placed a front hoof into her dress revealing some juggling balls. She started to juggle and as time went on she used her wings to slowly lift her in the air and posed her flank as if sitting on something while moving her back legs as if pedaling something. The Wonderbolts giggled at the clown mare's attempt at miming a unicycle. Sunlight beamed at Dash's hoofs and the bottom of her dress, it glowed brighter and start to turn solid, forming yellow shoes with pink frills on her hoofs and a golden frill below her dress.

"Can't..fi...it......Hey Soarinnnnn you want some pie?" Dash asked as her eyelashes curled up. Soarin nodded and opened his mouth while Dash pulled out a pie from under her dress. She closed her eyes before throwing it into Soarin's face where he screamed as it burned his face. A tag on the pie's tin read 'red hot chili peppers pie WARNING: will possibly incinerate your face' as the Wonderbolts laughed at the pie faced stallion who was running all over the place. Dash smiled and opened her eyes revealing they had turned pink.

"Thats what you get Soarin, never pie Skittle Giggle" Rainbow Dash, now Skittle Giggle said as she giggled and bow to the Wonderbolts as her cutie mark turned into a clown going through a hulu hoop. Her vision returning to the tent where Sasha and Sprinkle were having a conversation about skittles.

"They are very fruity, I am surprised with a place that mainly eats fruits, they never really created skittles here" said Sasha

"Well, Pinkie always making something sweet in Sugarcube Corner, maybe she could create a similar recipe" suggested Sprinkle

"Maybe she can also create M&Ms, they are like skittles but chocolate based" said Sasha

"O tell me more" Sprinkle said with an intrigued expression before Skittle flew into her.

"Thank you Sprinkle" Skittle said cuddling her friend.

"How do feel...Skittle Giggle" Sprinkle asked.

"I feel....great, you were right Sprinkle, I should never have doubted my friend" Skittle replied giggling at her silly attempts to make her friend leave her passion. Sasha went back to her tent and Sprinkle proceeded to show Skittle around. They were stopped by Caty and Loopy who had just finished practicing.

"Hi Sprinkle, I am sorry to bother you but do you know anywhere we could buy clown themed clothes?". Caty asked

Sprinkle grinned at this and handing Caty a clown nose and replied "I know a certain marshmallow who does fashion, she owns a place called Carousel Boutique. I think she could do with some inspiration from you in case she doesn't have any. Caty said thanks and said hello to Skittle before heading out with Loopy to Ponyville.

"So you want to practice as a duo" Skittle asked. Sprinkle noticed she hadn't finished repairing her unicycle.

"Well help get my toy fixed then we will practice" Sprinkle said causing Skittle to smile and (without thinking) flew into the unicycle smashing it completely. Sprinkle sighed as she went to collect the pieces.

Author's Notes:

Chapter 3 is done and now Rainbow is part of circus. If it were the real Soarin, he may lose his addiction to apple pie.

Here is the link to the original image of Rainbows clown tf: http://tf-circus.deviantart.com/art/TF-Circus-Equestria-Skittle-Giggle-535706781

Glimmer of Inspiration

Caty and Loopy were leaving the tent and heading out into Ponyville. They remembered Sprinkle telling them that the place they need to go to is called Carousel Boutique, owned by a marshmallow. Caty also thought about the new clown who had a rainbow mane until Loopy started asking some daft questions.

"Hey Caty, do you think that Skittle girl's rainbow mane is just dyed or natural" Loopy asked. Caty herself wasn't too sure as it had been a question that a lot of ponies in Ponyville have asked themselves. She thought for a bit and turned to Loopy.

"I think it may be natural even though I have seen no one else with a natural rainbow mane." Caty said while expecting another silly question from Loopy. Surely enough, Loopy asked a question with an obvious answer.

"Is Sprinkle being honest when she said a marshmallow, I mean how can it make dresses without hooves plus it would have to bounce a lot" Loopy said while thinking of the possibility of a living marshmallow.

"Don't take some stuff that Sprinkle or anypony says too literally Loopy. She was probably referring to the owner as having white fur and therefore looks like a marshmallow, you really need your head fixing". chuckled Caty, Loopy just smiled as they made their way through Ponyville. They spotted there intended destination, the Carousel Boutique. It had fancy exterior, giving an upper class vibe not unlike something you would see in Canterlot. It would be easy for anyone to spot as if it were a rare gem found under a hole of matching rocks as nowhere else in Ponyville would you find a grand building. Caty and Loopy stood in place and took the time to observe the building.

"It looks like a large tent for some wealthy pony. Do you think Sasha would like her tent to be like that" Loopy asked inquisitively.

"I don't think she would want to live in a posh tent though she maybe fine with posh stuff so long as it doesn't take away from the circus theme". Caty repiled while trying to shake off an image of the circus tent looking like the Boutique with Sasha in an upper class outfit with a snobby expression on her face. They proceeded to enter the shop and were both unnerved by the 'boring' upper class outfits and excited at the colour and creativity put in the outfits.

"Well this is odd, I am normally not fond of boring snobby wear but these outfits despite all that are very creative" Caty said while looking at a dress that looked like it was related to nature. The interior had many mannequins with most being naked, there were a few changing rooms and a lot of mirrors.

"It would seem the owner's doing very well for themselves" Caty said before Loopy asked an interesting question.

"Hey Caty why do all the clothes shops have changing rooms." She asked to which Caty rolled her eyes.

"Because they are places for ponies to change their clothes without others staring at them" Caty said back. Loopy did bug her sometimes with her questions but she listened anyway.

"But why would anypony care about others staring at their body when they are normally naked anyway. Just look at me, I am naked and no one would care since everyone else is" Loopy replied. Caty was speechless at that reply, Loopy had managed to come up with a thought provoking question instead of her daft one but Caty was unsure about how to respond and in the misted of her thoughts, Loopy spoke again.

"Ha you don't know what to say, that means changing rooms are pointless and that we should just change clothes in front of others. Wait until Sasha hears this then we can get rid of the circus changing rooms". Loopy said with joy. Caty was shocked at the mention of Sasha who is a human not a pony and would have a good reason for not changing in full view of the public. She quickly thought something up in order to make the conversation less awkward.

"Loopy, Sasha's race has a reason for changing rooms, please let us leave it at that and drop the conversation". shouted Caty. Loopy just shrug, not bothered by the shouting or on the reason why Sasha would not get rid of the changing rooms. The shout was loud enough to be heard in the upper levels of the house which had alerted the owner Rarity. She made her way downstairs and found the 2 clowns in the shop. She had not heard them come in and went up to greet them.

"Greeting, welcome to Carousel Boutique, my name is Rarity, how can I help you". Rarity said.

"Hello, our friend Twinkle Sprinkle said you could help us get some new outfits for the next show" Caty asked. Rarity remembered these two from the show a couple of days ago on the day that Twilight disappeared. She decided to question them a little.

"I am sorry that this is off topic but I remember you from the show. I was wondering if you saw my friend Twilight, go anywhere near inside the tent that day as I was supposed to meet her" Rarity said out of curiosity. Caty decided to feign ignorance in order to make sure that Rarity is unaware that Sparkle and Sprinkle are the same until the nose is used. It was clear that like with Skittles, Sprinkle wanted this Rarity to be part of the circus.

"I never saw anypony called Twilight but remember seeing you in the crowd why with that stunning mane and glowing fur coat, it would be impossible to notice". Caty said, trying to make Rarity forget her question by stroking her ego.

"Well I do a lot to remain radiant and beautiful, I also do the same for all my customers". Rarity stood proud and continued on "Anyway what were we talking about" Rarity replied while blushing.

"We came here to look for some outfits for the next performance and were told to come here" said Loopy. Rarity decided to find them the perfect outfit. For 2 hours, Caty and Loopy searched through the shop's outfits. They tried on tutus (much to Loopy's excitement), colourful high class (much to Caty's annoyance) and baggy pants (which were ok but the dark colours didn't suit them). They were not satisfied so they looked through some small bits instead of a full outfit. They placed bows on the mane and tail but felt it just screwed up the hair, tried bracelets but when practicing some performances, they would break from the pressure and after that they tried on some hats but Caty was reluctant to get rid of her own so she didn't choose to buy a new hat and most of the hats just fell off Loopy's mane.

"I am sorry I haven't got any clothes for you now but I can design some to be collected later if you wish". Rarity said with a smile. Loopy jumped with joy at the thought of some custom made clothing as she felt it would make the clothing unique to her. Caty decided to give it a shot so long as they don't design a new hat for her. For another hour Rarity sketched new clothes for the 2 clowns, a problem that kept coming up was the lack of a comedic element to the costumes. Sure they looked nice but Rarity's need for make sure the colours go together (despite mismatch colours go well with comedy) and she start making it go against the clown's wishes which was bugging Caty. After enough criticism from Rarity, Caty felt enough was enough.

"Rarity, I know you insist on making things match and what not but this is clowning we are talking about. The outfits tend to be mismatched in colour, that is part of the joke". Caty said while getting a little cross at Rarity.

"I am doing my best darling but I feel that it just doesn't fit in right." Rarity replied still trying to get it 'right'. Caty, recalling Sprinkle's words to her decided now is the time to transform this snob. She walked closer to Rarity and looked her in the eyes

"You seem to be lacking in inspiration Rarity, I just may have something to help" Caty said.

"Thank you, what is it darling." Rarity asked with a smile.

"This, after all you being a clown will really help" Caty said with a grinned as she placed the clown nose on Rarity. Loopy took notice of this and laughed at Rarity who gave a mean stare as she looked into a mirror.

"Really?, this is your inspirat...." Rarity stopped talking as she felt a tingle. She stared with wide eyes at Caty.

"I lied when I said I didn't know where your friend was" said Caty. Rarity was shocked at this and felt like restraining Caty.

"Where is Twilight?. Rarity said in anger. Caty just laughed and said "Twinkle Sprinkle is who she is now, also she manged to convince Rainbow Dash to join as well".

Rarity could not believe what she was hearing, her friends were brainwashed and she was about to go through the same. Rarity mind started to slip and her vision changed to what appears to be a backstage area of sorts. She notice several ponies were wearing very colourful but strange clothing.

"What is this, where am I?" Rarity asked out loud as a tiara with a clown face formed on her head which was held on by her ears.

"Where did this come from. Is this the noses doing?" she said noticing the tiara which she tried to take off. It refused and she tried to take the nose off but again it refused to come off. She noticed a pony approach her, she was wearing what looked like a mix between a tutu and a clown outfit and was wearing a blue clown nose. Rarity realized who it was when she noticed the light cyan mane with a red and purple flower bow.

"Coco Pommel is that you?" she asked as the mare bowed to her.

"It is an honor to meet you again Glimmer Joy" Coco said as she pushed her nose letting out a squeak before continuing "What do you think of my clothes?" she asked. Rarity started feeling dizzy as she analysed the Coco's clothes.

"Honestly a business suit would be be.......total rubbish compared to your lovely tutu" Rarity said with a smile before realizing what she said.

"Wait what no your clothes are appal.....so appealing to my eyes....no why am I saying that" She said as a rainbow bow tied itself around her mane.

"Thank you Glimmer, hopefully it will impress the audience. That bow you got from your mother still looks good on you." Coco replied with a giggle as an announcer called her name and she walk towards the catwalk. Rarity noticed a mirror that some of the 'models' were posing in front of and looked at it where she saw the bow.

"My mother never gave me this and why was she calling me 'Glimmer Joy' my name is ra...rat....rar....why don't I remember my name" Rarity said as she panicked. She noticed a stallion in a business suit in the corner and approached him to find out how to stop all this strangeness.

"Excuse me kind sir but I just wanted to ask where....why you are wearing such a boring suit?" She asked failing to realize what she just said. The stallion was visibly annoyed by this.

"I beg your pardon. I prefer to dress as a proper stallion" he replied. Before Rarity could respond the front part of her gala outfit formed on her body except there were differences such as the white furry collar, the purple diamond on the collar. It was also a lighter shade of pink and had dark purple frills at the legs. The stallion started poking at the dress in an aggressive manner.

"You are one to criticize given you are dressed like a walking punchline" he continued. Rarity struggled to focus as her mind became cloudy.

"My apologies, your suit is handso......the true punchline of any fashion joke...no no no stop messing up my words." Rarity responded as she started to laugh against her will. The rest of the models started laughing with her as the stallion got angry and left through an exit door. The back half of the dress formed, a blue and purple skirt held together with the front half by a large blue and orange striped bow. Rarity proceeded to try and rip the dress off but her hove stopped before it can grab it.

"This isn't funny, this dress makes me feel ridicu....so beautiful" Rarity said as four shoes formed on her hoofs. They were dark purple with a diamond shard on each which kept them on the hoofs. She noticed Coco coming back in to the backstage area and her body moved on its own will towards Coco though as this happened Rarity felt a strange sensation on her eyelids.

"Wow Glimmer, when you said you would blow the other models away you certainly were not joking" Coco said stunned by Rarity appearance. Rarity grabbed her dress with the intention of ripping it off but she started posing.

"I love what you did with your make up" Coco said as she pulled out a mirror and showed it to Rarity. The white mare felt her jaw dropping as she saw that her eye shadow had reshaped into a diamond over both eyes. She tried to wipe it off but it seemed like it was now a part of her face.

"Its so embar.....Thank you Coco....sto..th" Rarity said weakly as Coco smiled.

"Next in line is the Laughtalot's noblest of jokers Glimmer Joy" the announcer said. The voice seemed familiar to Rarity as her body started to leave the backstage area for the catwalk. As she entered the catwalk, she noticed the announcer on the upper balcony who was dressed like an olden style clown where she manged to see her cutie mark which were three different coloured buttons with smiley faces on them. Rarity realized it was her friend turned enemy Suri Polomare. She could barely think as she feared the thought turning into a clown like Suri and Coco

"..Noo ple...I don't....to...clown" Rarity said as her mind was at breaking point. As she walked on, she was being forced to smile as she could barely speak anymore and her cutie mark .

"I..sto..pl." was all she could say before her eyes were closed, her mind losing its love for fashionable clothes and instead developing a new love for mismatch clowny clothes. When she got to the end, she posed and open her eyes revealing they had turned pink just like everypony else in the hall.

"Am I not the most fabulous clown in Laughtalot?" Rarity, now Glimmer Joy asked the audience who cheer at her as her vision returned to normal where she noticed that during her transformation, Loopy had attempted to make her own outfit after getting bored of watching Rarity's transformation. Caty seems to have been trying to stop her from messing about with the sewing machines.

"Hello dearies, my name is Glimmer Joy, are you looking for an outfit?". Glimmer said to the two. Caty smiled at the transformed fashionista.

"Yes Glimmer we are looking for some new clown outfits for our next performance, Loopy has been trying to use one of your machines but I have been stopping her" she responded showing the damaged sewing machine as well as some cloth that was now linked to Loopy.

"Say no more I will create for you 2 some goofy outfits that will have the audience laughing even after the performance". Glimmer said with a grin.

"Great will shall leave you to it, come on Loopy before you bring the house down....literally" said Caty, beckoning Loopy to the door

"Okie dokie and Glimmer, we will give your regard to Sprinkle for you" Loopy said while bouncing to the door

"Ok, bye" said Glimmer while waving. After the two had left, Glimmer looked around the shop and felt that it was unappealing to her now that her mind had been opened.

"Maybe its time to give the Carousel Boutique a circus makeover, it will need a new name too, maybe some props for sale" Glimmer giggled at the thought then turned to a mirror, she felt ok with her appearance but felt a change was needed.

"Hmmm....maybe I should dye my mane and tail or at least put streaks in it. Maybe even restyle it all together". She said to her reflection before going to her sketching table to design a new outfit.

Author's Notes:

This was a fun one to write. I had to get creative with the effect on Rarity's mind as the transformation happened.

Anyway here is the comic strip for Glimmer Joy: http://doomsayer125.deviantart.com/art/TF-Circus-Equestria-Glimmer-Joy-536025276

Nature's Clown

Three days had past since Rarity's transformation and Sasha had decided to visit the town proper since she had spent the whole time at the tent since the circus moved. She walked into the little town to find Twinkle Sprinkle entertaining some foals with her unicycle tricks and juggling while Skittle Giggle and Clown Stripe are messing about the clouds, occasionally causing them to rain, shock and be thrown off course much to the Pegasuses on cloud duty's dismay. Sasha giggled as she saw Skittle and Stripe flee from the damage to cause more chaos elsewhere and turned her focus back to Sprinkle.

"Hey Sprinkle over here" Sasha shouted, Sprinkle took notice of this and after settling down her juggling equipment she peddled towards Sasha, giving her a hug.

"Hello Sasha, I thought you would be remaining in the tent the whole time the circus would be here, listening to Loopy's silly ramblings while Caty and Magic try to clamp her mouth shut". Sprinkle said with a chuckle. Sasha grinned at the comment, remembering Loopy trying to say something about changing rooms after coming back from ordering clothes while Caty desperately tried to restraint Loopy's mouth and asking Magic for help. She also remembered seeing Caty telling Magic something which caused Magic to blush but when asked, Magic simply said to Sasha that it isn't something you want to hear so Sasha just dropped the subject. Sasha shrugged the memory off and looked at Sprinkle who was smiling.

"Well you know what Loopy's like, she is a motor mouth and if it were not for Caty, Loopy would be a machine without an off switch. You would end up envying the deaf". Sasha said while mentally telling herself to get some ear plugs.

"Well where have those two gone, My bits are on Sugarcube Corner where Pinkie and Loopy are having a joke contest or more likely with Pinkie. a cupcake eating contest". said Sprinkle with an energetic giggle. Sasha nodded no and pointed to what used to be Carousel Boutique.

"No they are collecting some outfits from Carousel Funhouse that they had ordered from. I think I may head there myself and have a look". said Sasha observing the building. It seems Glimmer had changed the exterior of the building to fit the circus theme such as the colour scheme now resembling a fun house. The shop floor's windows resembled large pink eyes that slowly spin in a circle, the front door resembled a smiling mouth and the blue parts of the building was now pink and white in colour in the designs of a striped tent. The sign above the door which originally had an image of a mannequin now had what looked like Princess Celestia and Luna dressed as jesters while juggling and the center of the top floor of the building was a fully functional carousel with stair on both sides of the building leading to it. Sasha noticed the many foals playing on it and gave off a small giggle before Sprinkle spoke.

"The sign was my idea, I think having clowns as rulers could boost the happiness in the area though one is studying mime as a hobby which can bring in some laughs so its a start". Sprinkle said with a smile.

"Yes that would be great" Sasha replied, remembering the fun brought on by Queen Margaret Cirque's rule while flinching at the idea of mimes due to an incident in which a permanent clown transformation wasn't met with the best response which result in her briefly becoming a mime and losing her ability to speak. She shrugged off the thought and saw Caty and Loopy leave with packages in their mouths and noticed they were heading to Sugarcube Corner which Sprinkle took notice.

"Well I don't want to miss this, I am heading to Sugarcube Corner to see what Loopy does, see you later Sasha" Sprinkle said honking her nose and pedals away on her unicycle. Sasha waves back and enters the Carousel Funhouse. The interior had also changed, the rug leading to the front door looked like a tongue, the whole room was was a mix of colours often found in fun houses such as black, red, white, yellow, blue, pink and green. Sasha turned to mirrors to find they had that effect where the viewer appears wider, thin, taller and short but also found some mirrors with other effects such as one where it shows the viewer as a different creature with the choice of creature being totally random. Sasha show herself as a pony, a dragon, a centaur, a donkey and a zebra with her favorite being a pony which she chuckled at. Several mannequins were linked to the carousel that were all over the room which were mostly displaying performer costumes but sometimes you could find interesting versions of existing clothing such as a princess outfit with a button on the bow that switches into a tutu and what looked like a business suit in a display case that was purple and made for a human which Sasha swore that she had seen before somewhere but couldn't put her finger on it.

"Oooo I see you have found my little personal project". Glimmer Joy appeared while back flipping towards Sasha and ending it with a bow.

Sasha giggled at the little performance and gave a small clap. She decided to ask what inspired Glimmer to make the suit and the answer jogged her memory.

"Why, from this little comic that Caty dropped in funhouse after she made her order three days ago. It is about some overly serious human who dresses like a bat and keeps trying to stop the fun this clown is bringing to 'Gothham City', not a very cheery name don't you think?". Glimmer said while pointing her hove on the cover entitled 'The origin of the Joker' showing the Joker holding up three playing cards that each having an image on them that represents the three possible origins of the character that most people go for. Sasha felt a little disturbed as it seems that Glimmer didn't notice the harm that the Joker brings to others and was behaving a bit like Harley Quinn. Sasha shrugged the thought off.

"Glimmer, has this change to you and the shop helped you in anyway?". asked Sasha.

"Indeed, foals have come to the funhouse to have a ride on the carousel so I can listen to the joy while I work and while the ponies look at the new outfits in stock, I can perform and make the little ones laugh meaning everyone is happy". Glimmer said while raising her front hooves while mini party cannons fire away. Sasha while happy at Glimmer's further success doubted everyone being happy due to knowing the shop was well known and a certain bunch won't be pleased with the change.

"I do doubt everyone is happy, I don't think the stuck up nobles in Canterlot wouldn't want to wear something that isn't 'proper'". Sasha said in a bit of a cynical tone. Glimmer took notice and nodded her head in agreement.

"You are right ringmaster. I have know them for a long time and it would be wishful thinking to think that they would enjoy any of this. Anyway can I ask a favor?". Sasha nodded yes and Glimmer went on to explain the favor.

"My friend Fluttershy is a shy young mare and at the show she was frightened by you. Now don't get offended by this but while she has a fear of clowns, this wasn't the reason why she was frightened as it was simply your race because she has never met a human before". Glimmer explained and Sasha stated she wasn't not offended by this and continued to listen.

"So I am asking you to come with me to her cottage so that we can talk to her, we may even get her to join plus Discord may help us". Glimmer explained and Sasha give it some thought before saying yes. They both left the funhouse and went to the cottage and after getting there Glimmer knocked on the door.

"Fluttershy dearie are you going to let us in". Glimmer said, Fluttershy unlocked the door and jumped at the sight of Sasha.

"Rar.....i....ty, why is that creature here". Fluttershy said while hanging from the ceiling in fear. Glimmer and Sasha walked in and saw Discord helping Fluttershy down.

"Sasha is no threat, we just want to have some fun and also please call me Glimmer". Glimmer said with a smile. Discord was a little taken aback by both Glimmer and Sasha. In Glimmer's case it was because he didn't think he would ever see Rarity acting as a clown in his entire life and in Sasha's case, it is because he hasn't seen a human for so long. Not since he learned to make voodoo dolls from a human witch doctor.

"Hello human, was it you that managed to convince Rarity to let go of being so pompous"?. Discord said with an inquisitive face.

Sasha giggled and said "The circus I run uses some special magic to make others become more fun loving like little Glimmer here". She then got closer and whispered "If we play our cards right, I can show you how it works on Fluttershy and in case you think otherwise, no it doesn't hurt the person being affected".

Discord smiled and said "Well that is good to know, Fluttershy is a sensitive little pony". Glimmer had found a box under one of the seats saying 'Discord's voodoo box'. She opened it and found many dolls of ponies she knew. She found one of her herself and decided, against her better judgement, spun it around causing her to spin all over the place causing some damage to the cottage. Discord noticed and used a spell to repair the damage while laughing at Glimmer who had on the floor with a dizzy expression. Meanwhile, Sasha was trying to comfort Fluttershy but to no avail and she would crouch in fear if Sasha attempted to touch her.

"Come don't be shy, let me entertain you" Sasha said while juggling some balls. Fluttershy opened up a little but not by much. Sasha asked Discord and Glimmer for help.

"Fluttershy, dearie she is just playing around with you, take it from me as she is good at make others laugh and is never out to hurt anyone" said Glimmer trying to give some support with Discord taking the Glimmer doll and a Sasha doll he had made with Glimmer and using them to control their movements. Jerking their bodies in amusing but somewhat painful positions. Fluttershy laughed and Discord reassured her that if Sasha really were to want to do harm, he would use the doll to stop that. Fluttershy felt relived and safe and opened up to Sasha.

"I am sorry Sasha, I was afraid that you would hurt me" Fluttershy said with a smile.

"That is ok and hey did you like Twilight's performance at the circus?".said Sasha. Fluttershy was surprised to hear that Twilight had joined circus. Sasha told her that Twilight's clown name was 'Twinkle Sprinkle' and asked if Fluttershy herself would join.

"I did like her performance and she seemed happy with being a clown but I don't like large crowds, they would just laugh at me" said Fluttershy in a concerned tone. Discord and Glimmer decided to encourage her a little.

"I didn't simply spread all the chaos to the best of my abilities over a single night, I did have learn to control and get creative over time". said Discord with a proud pose.

"O dearie, a clown's job is about making the crowd laugh and with bit of training and bravery, you could make the cutest and funniest clown in the circus. Maybe to the point where Pinkie would look boring" said Glimmer.

After some consideration, Fluttershy accepted. Sasha said all she needed to do was wear this clown nose.

"Oh, ur....okay" Fluttershy said as the nose attached itself to her nose. Her vision switched to a forest setting, looking like a nicer version of the Everfree Forest. Fluttershy noticed some families of rabbits snicking at her and pointed at her nose which had turned blue much like Twinkle's own nose. Fluttershy didn't like the laughter and felt upset.

"Pleases stop" she begged. Suddenly a red, brown and yellow dress formed on her body with part of the grass around her fusing with the bottom part of the dress. Fluttershy felt odd as after the dress went on, she didn't feel as bad from the laughter of the rabbits, she felt strangely confused and amused.

"wh...wh..what, where did this come from and why do I feel like honking my nose" Fluttershy said to no one but after honking her nose, the should of a bird whistle went off, causing some birds to appear and laugh at her. Fluttershy, understanding that the whistle was telling a joke through translation, gave off a small giggle. Some large leafs and a few vines wrapped themselves around her neck, causing them to form a collar with yellow bells that look like fruits on the leave's tips that rattle when moved. A pink frill formed underneath the collar while a blue bow formed and held the two parts of the dress in much the same way as Glimmer's own dress.

"This....actually feels good" Fluttershy said with more confidence. She flew and brought some clouds down then proceeded to make cloud animals with them in the same way that balloon animals are made. The animals laughed at her antics and some birds flew down holding a dark purple strap with light purple triangles and strapped it to the dress. She thanked them and some green hove shoes formed on hooves which were kept on by many coloured straps.

"Heheee, this is a lot of fun" Fluttershy said while giggling and performing cartwheels until she crashed into a tree. The tree started to laugh and was followed by other trees which attached a blue flower to her mane using a vine. Her mane and tail started to curl up, forming a few curls. A bow shaped like a butterfly tied the mane in place. Fluttershy looked at her reflection in a nearby stream and laughed at her appearance.

"I no longer feel shy and according to Discord, I have the sweetest smile". Fluttershy said with her eyelashes extending and blue upside down triangles forming under her eyes. She closed her eyes and after ten seconds she opened them, revealing the familiar pink pupils.

"From now on, my name will be Sweetie Smiles". Fluttershy, now Sweetie Smiles announced to which the animals cheered. Her vision returned to her cottage where Discord, Sasha and Glimmer were messing with voodoo dolls. Glimmer was the first to notice the changed mare.

"I see it is finished. Tell me do feel a lot better with be a clown now" Glimmer said with a grin.

"I am Sweetie Smiles now and I am going to challenge Discord to a goof off" said Smiles while looking at Discord with narrowed eyes and a devilish smile. Discord grinned at the challenge and went outside to the back garden to perform with Angel as an unwilling judge to the duo's antics. Glimmer spotted three dolls of the three princesses that were untouched and decided to take them and mentally told herself that Sprinkle would want these. Sasha didn't see Glimmer hide the dolls in her dress and they both went back into town, leaving the clown and chaos spirit to have fun.

Author's Notes:

I spent a bit of time looking at pictures of Rarity's shop in order to think up a way of making it look like a fun house. I also didn't want the experience for Fluttershy's mind during her TF to be tormenting unlike the other characters but maybe I am just too soft with her and I was happy to get Discord in the stories as him and clowns should go hand in hand. I am not too sure about Glimmer's affection to the clown prince of crime.

Anyway enough said, here is Fluttershy's TF comic strip: http://doomsayer125.deviantart.com/art/TFC-Equestria-Sweetie-Smiles-538361441

A rodeo clown and a groovy clown

Applejack woke from her bed to the smell of Granny Smith's special apple pie coming from the kitchen. Applejack checked on Applebloom who was still asleep to which Applejack decided to leave her alone and went to get her hat. She then went downstairs saw Granny cooking while whistling a country song that Applejack had never heard before.

"Hey Granny, what is that song you are whistling" Applejack said curiously

"A song I remember your Father singing to your Mother on their wedding day, warms my heart every time I hear it" said Granny with a smile

Applejack felt a little sad at the mention of her parents but at least the song was from a happier time. She went to eat some pie and noticed that something red was missing from the house, she realized her brother Big Mac wasn't in the house stuffing his facing in.

"Ah don't see Big Mac in the house, he would normal be eating away getting his energy up for today's work" she said expressing confusion.

"Well he said he saw something running on the farm and went to look for it, it is probably one of those bats again" Granny said while looking through the window. Just then she and Applejack heard a deep voiced scream and heavy stomping and ran out the door to look at the orchard. Their reaction was one of shock and laughter because there in the orchard was Big Mac running all over trying to get away from a bear while repeatedly saying 'Nope' as he ran with desperation on his face. The bear was wearing a typical clown suit, a red nose and red Afro and had a happy grin on its face. Applebloom had been woken up by the stomping and had ran towards Applejack and laughed at Mac's situation. Mac ran towards them to which the other three ran into the house and locked the door. Mac was banging the door when the bear grabbed him, some apples and Applejack's hat and proceeded to juggle them all.

"What in tarnation, what is wrong with this bear and why it juggling my brother and my hat" said Applejack in annoyance.

"Sweetie told me a few ponies are acting weird, have you seen Rarity's shop, ah thought she wouldn't be into that stuff" said Applebloom with a giggle.

"Well whether this bear wants to be a clown or not, he is being a little destructive on the farm" said Granny who pointed towards the orchard, showing that some trees had been knocked down and animals that were also in clown suits were eating the fallen apples. Applejack nodded and opened the door then jumped up to grab her hat and Big Mac which the bear didn't seem to mind. She said that she will see if Fluttershy can fix this mess and ran towards Ponyville. Big Mac on the other quickly ran into the house, saying he wasn't leaving until the bear was gone.

It didn't take long for Applejack to reach the town's center and noticed that that strange creature from the circus was talking to the mare about something, what it was the mayor laughing a lot but Applejack decided to pay no heed. She was about to continue when she noticed the Funhouse.

"Applebloom wasn't kidding, ah never thought ah would see something like this coming from Rarity of all ponies" said Applejack. She noticed Pinkie was riding on the carousel at the top, clear having a lot of fun. Suddenly Glimmer Joy and Twinkle Sprinkle walked out of the shop's door. They had dolls that resembled Princess Celestia and a version of Luna if she was a mime and they were giggling. They both noticed Applejack who was a little surprised by their appearance.

"O look dearie its our farmer friend Applejack" Glimmer said with a smile towards Applejack

"Hey did you like my performance at the circus, do you think I am a better clown than a princess" said Sprinkle

Applejack was surprised by those words and replied "Wait you are Twilight, why did you join the circus"

Sprinkle smiled and said "Being a princess is so boring, so much paper work so why do that when you can just make some ponies and have fun. You haven't answered my question you silly mare.

Applejack was about to criticize the comment on work being boring but decided against it and said "Your performance was great but I am not sure if you are being honest with me but ah will deal with that later, ah off to Fluttershy's cottage". Applejack ran in the direction to the cottage. Sprinkle's horn glowed as she sent a telepathic message of AJ's arrival to Sweetie who with a smile alerted beckoned another clownfied pony who was not one of the Mane six nor one of the original members of the circus. Glimmer and Sprinkle went back in the Funhouse and after walking passed Lyra who was trying to stay in front of the human mirror while Bon Bon tries to drag her out of the Funhouse, they went into a curtained area of the shop labeled 'staff only'. Sprinkle summoned what looked like a large computer screen which was looking into the Canterlot Palace's dining hall which had a large cake. Celestia was trying to enter from all entrances to the dining hall, determined to get that cake however Luna (dressed as mime) kept moving and somehow putting up invisible walls which felt solid enough.

"Damn it Luna, I want that cake" Celestia shouted with determination, Luna just shook her head being unable to utter a sound. Her body was being manipulated by Sprinkle using the doll and her magic had shut Luna's voice down. The 'invisible walls' were really the result of Glimmer hitting the Celestia doll with hammer. They both laughed at the struggle that Celestia put up just to get the cake they had sent.

"Is this why you took up mime, Luna so you can bug me" Celestia said having become annoyed at the mime's interference. this went on for about 10 more minutes before Glimmer stopped hitting the doll and allowed Celestia through. Celestia stood triumphantly as she approached the cake. This triumph was short lived as Sprinkle pushed a button which caused a cake to open up at the top and a pie to splatter her face and a sign appeared saying 'The Cake Is A Lie'. Sprinkle let go of the Luna doll allowing Luna to speak.

"I was being controlled, that is why I couldn't speak or move on my own account plus you deserved that" Luna said while laughing at her sister.

Celestia grinned and said "Silent Night, Mimes don't talk" Luna just sighed.

Meanwhile AJ was heading towards the cottage but on the way there, Skittle Giggle activated a rain cloud and made it stay directly above AJ even while she was moving. AJ cursed the technocoloured mare and managed to lead it into a tree which stopped the rainfall. AJ finally got to the cottage to find the animals acting like circus performers. Some were acrobats, some fire eaters, some clowns and some while just making sounds that resembled circus music, mainly birds. AJ went in the cottage to find animals running all over the place.

"What the hay, Fluttershy isn't this messy" She said before noticing Discord who was searching sofa with an annoyed expression.

"Hey Discord is this your doing" She said. Discord turned to look at her then turned back.

He replied "No this is Fluttershy's doing. Well her name is not Fluttershy it is Sweetie Smiles now and I don't want to be rude but I am trying to find something important, two things important. Applejack grew curious as to why Fluttershy changed her name but grew more curious of the items Discord is looking for.

"So what is it you are looking for?" AJ said

Without turning, Discord said "Two voodoo dolls much like this one". He used a sewing needle to poke a doll of AJ causing her to yep in pain.

"What in tarnation, that is why that keeps happening and anyway if they are dolls of Celestia and Luna, Rarity has them" AJ said while rubbing her flank. Discord shot up and went straight through the door towards Ponyvillie. AJ opened the back into the garden to found that it had changed to look more like the inside of a circus tent but if it had all been made of mainly plant life. The garden was divided into 3 circles, the outer circle had stands and chairs for the audience with the benches being made of vines and the stairs made of wood, the inner circle had darker patches of grass which marked trapdoors that acted as storage for equipment and sometimes for certain tricks as proven when AJ saw Angle posing as a magician, wrapped his cape around himself which fell to the ground and Angel seemed to be gone. In the center most circle was a stage which had a platform made completely out of green vines, the backdrop was made of timber wood and the image on the backdrop was made of flowers such as a sun made out of daffodils and the water being made of water lilys. AJ noticed Fluttershy was like the others dressed as a clown and noticed another pony with her.

"Why has all mah friends suddenly become interested in the circus" Applejack said in confusion. The other pony who was juggling some squirrels approached her and said:

"Hey now, don't be a bummer about it, Me and Sweetie are just have some fun and juggling's aura makes me feel so alive at the sound of laughter". The mysterious mare's mellow dilemma was somewhat familiar to AJ but she couldn't but her hoof on it. She had a green fur coat Her mane was curled in a swirly style consisting of various shades of orange yellow and red. She was wearing a sliver flower crown which had clown faces in the center of each flower and a forest green clown nose. Her dress was a mix of light blue, yellow and red with it being made entirely out vines, The cuffs were bright pink and the collar was light red with a rainbow bow which seemed to have a peace symbol in the center. AJ realized who this was due to the conflict that Discord had with this mare in the past.

"Tree Hugger? is that you" AJ said with a strange urge to laugh

"Yes it is me or was me, my aura is familiar yet different" Tree Hugger said with sudden excitement that would match Pinkie Pie if she was into auras before she continued with "By the way, I am digging my new name Tree Juggler" in her mellow tone. AJ was taken aback by this and went to Sweetie.

"Flutter...ah mean Sweetie what is going on, why are you all like this" said Applejack while trying to hold back laughter

With a smile. Sweetie said "Because it is so much fun and Tree Juggler was eager to have a go, she is so talented at making others laugh it is like her aura makes anyone in her presence laugh". AJ wondered if this was where this sudden urge to laugh was coming from.

"Come, Smiles are we go to make this mare dig the clown act or what" Juggler said having switched to her excitement again. Applejack lifted one eyebrow which Sweetie took notice of. Sweetie pulled out a shiny red clown nose and show AJ it.

"You will make a sweet rodeo clown, we need more of those" said Sweetie as she placed the nose on AJ.

"Ah ain't no rodeo clown" Applejack said in an annoyed tone

"It doesn't matter, you don't have a choice" Sweetie said while grinning evilly. Applejack noticed that who environment had switched from a garden to the rodeo show in Appleloosa where she could see her family in the crowd who were cheering her on.

"Go on Rodeo Jumper you can do it sis" said Applebloom. A rainbow bow formed on her neck and she was confused by why she was being called that name. She looked to see some other clowns climbing on each other with the one on top holding a hoop up. Before she could react. the seesaw she was on was set off by the weight of Trouble Shoes which catapulted her through the hoop. In mid air, some cowgirl shoes formed on her hooves which were white, pink, yellow, orange and brown in colour and had smiling clown faces.

"What the...when did ah wear these" She said having noticed the bow and boots. She didn't have long to think as she was forced to perform on a ball while avoiding Trouble Shoes. The stomping from his feet caused small quakes , causing the ball to occasionally bounce.

"Hey this is...surprisingly fun" AJ shook her head and said "wait ah didn't mean to say that". A skirt formed on her as she evaded Trouble Shoes. It had a brown frill with the skirt being light green with bright blue trims. The padded areas had some markings which were three diamonds, apples and love hearts. Applejacks mind continued to change.

"Who is messing with mah head" she said while her nose turned blue "Is this that aura thing that Tree talked about" she asked no one. She had the strange compulsion to check her skirt to find some juggling balls. She willingly juggled them and didn't know why. Suddenly Big Mac threw Applebloom at AJ and as if by instinct she caught her and juggled her along with the rest of the balls.

"This is so much fun" said Applebloom

"Darn too-ten it is" AJ said before saying weakly "no that isn't what ah wanted to say" as if her thoughts were being suppressed

Sweetie Belle and Scootaloo who were in the crowd seem to be begging Big Mac to throw them too. He did so and threw them one by one to AJ. As with Bloom, she managed to catch and juggle them all while balancing on the ball. While this happened, blue and pinkish purple streaks formed on her mane and tail. Upon passing through the bobble that tied her tail, it turned into a blue bow with dark blue, red, green, yellow and orange pokodots on them. An announcer spoke to the crowd.

"Okay, ponies our clown of honor Rodeo Jumper will jump through the hoop up there" the announcer said while pointing at the hoop held by Trouble Shoes who was on a pyramid consisting of 24 other clowns. AJ put the three fillies down. With her mouth forming into an forced smile by some unknown force AJ said in a weak tone:

"Please don....mak...me..do it"

Two pink hearts formed on her cheeks and her eyelashes curled. She bounced on the ball a couple of times before making a large bounce causing her to be thrown in the air. She was too high and thought she had failed but Trouble Shoes made a leap and was able to hold the hoop high enough for her to get through. She got through it, closed her eyes and landed safely. Trouble Shoes on the other hand landed on the other 24 clowns causing the pyramid to collapse which led to mass laughter from the crowd. AJ, now Rodeo Jumper opened her eyes which were now pink and she laughed at the other clowns misfortune. She walked over and got Trouble Shoes back on his hooves and they both turned to crowds.

"Please give a big cheer to the clown duo, Trouble Shoes and Rodeo Jumper" said the announcer as the two clowns took a bow. The world returned to the nature circus where Jumper found Sweetie and Juggler waiting for her.

"I see you have your groove on, shall we entertain the animals". said Juggler. Jumper nodded and the three clown ponies began performing. Meanwhile in the distance a certain pony was observing the performance and smiled.

Author's Notes:

Well this took a lot for me to do. In case any of you ask no I can't provide an image clownified Tree Hugger as this was something I thought up and I am no good at art. I also really wanted to use those voodoo dolls in the story. I do feel like I have taken some risks with this chapter but I hope it works out

Rodeo Jumper's comic strip: http://tf-circus.deviantart.com/art/TFC-Equestria-Rodeo-Jumper-542229692

Also here is Luna TF into a mime: http://tf-circus.deviantart.com/art/TFC-Equestria-AU-Silent-Night-554476418

The balloon maned mastermind

Pinkie was walking towards the circus tent after watching what happened at the cottage. As she was approaching the tent she noticed Discord flying in the air trying to shake off Glimmer and Sprinkle who were clinging onto his feet and using their magic to pull the dolls out of his hands. Discord seemed to to be getting annoyed by this as well as by their comments.

"Come on silly, didn't your mommy tell you to share" said Sprinkle in a mocking tone while sticking her tongue out

"Yes dearie, it is rude to snatch from your frrrrrrrriends and you should have told me you were coming to the fun house" Glimmer said before laughing. Discord face had gone red with anger from the mockery and cast a spell, hoping it would force them to lose their grip. However they seemed to have become heavier. Pinkie laughed at the sight as Discord's had turned the two clowns into their EG forms which he all could give out was "o this isn't good". The two clown girls both grinned and and Sprinkle used her hands to climb onto Discord's back and wrap her legs around his wrist while pulling his horns to steer him as if having a piggyback ride and Glimmer who had never experienced the joy of hands used them to hang from his beard and make a grab for the dolls. Discord was surprised by Glimmers strong grip as she got a hold of the dolls ans showed them to Sprinkle. Sprinkle giggled and forcefully turned Discord's head 180 degrees in order to look into his eyes and to him her face was one of pure joy with a sprinkle of insanity from her grin. He mentally asked himself if she is more frightening in her human form than pony form and if this is chaos that even he, the spirit of discord couldn't handle. Sprinkle saw the fear in his eyes and her own connecting to his, she whispered these words.

"Maybe I make a better discord then you do and you know what they say. What goes up must come down".

Discord didn't have time to think as Sprinkle let go of his head to let it get back into place and proceeded to forcefully push his horns forward causing him to face down and start falling to earth. Pinkie noticed Glimmer climbing onto Discord's back behind Sprinkle with little effort and directing him into a pond. Pinkie watched with amazement as the two girls managed to leap and front flip onto the path while Discord went face first into the pond. The girls took a bow to Pinkie with Glimmer cradling the dolls.

"Here are my little playthings" Glimmer said with joy.

"Did you like our act, its a wonder Discord hasn't joined the circus" Sprinkle said with a smile

Pinkie nodded and said "I am glad you all decided to join the circus, we are going to have so much and make all the ponies in the world laugh and the whole world will be happy and...."

Pinkie took a deep breath in order carry on talking "I love your human form, we should stick some wings and a horn on you". Sprinkle giggled and gave Pinkie a hug.

"Thanks Pinkie, I looked like this when I went through the mirror. Hmm this gives a me an idea but it will have to wait" Sprinkle said. Sprinkle and Glimmer felt a tingle as the magic wore off and they turned back to normal (well their normal clown pony selves).

"Awwww....that form was perfect for my acrobatic act" Glimmer said in a sad tone. Sprinkle patted Glimmer on the back, Pinkie proceeded to explain what Sprinkle's plan maybe.

"You are going to write in that book, telling Shimmer to come to the statue portal where you explain what has happened when you go back through mirror where you will turn Shimmer into a clown who will turn the whole school into a circus before they trick another more stuck up school into playing some old games again then when the time is right, everyone will turn them into clowns and after that Shimmer will track down three fishy singing humans to turn them into clowns....Right" Pinkie said with a smile. Sprinkle's jaw dropped at Pinkie knowing the plan but shook it off and asked Pinkie what she will be doing.

"I am off to the circus to join up and see some old friends, if you want Applejack, well Rodeo Jumper and Sweetie Smiles are putting on their own show at the cottage and They even have Tree Hugger with them. Go see it, it will make you laugh so much because Jumper is always flipping and Sweetie is making the animals do circus stuff and Tree Hugger will juggle you" She said while bouncing with joy. Without another word, Sprinkle flew and grabbed Glimmer who was clinging onto the stolen dolls and heading to the cottage. Pinkie continued bouncing towards the town and saw Skittle's cloud house. It looked more like it was made of cotton candy rather than a cloud and Pinkie saw Skittle placing some black clouds which she dyed with rainbow from her rainbow pool before shoving open bottles of soapy water into them and some sort of large flugel horn, possibly from the Crystal Empire and hit the clouds causing them to act as a bubble maker. Pinkie admired the sight before Skittle noticed her and flew into her house to grab some chocolate brownies with Pinkie express join at Skittle cooking some treats.

"Hello balloon pony, would you like some cookies" said Skittle with a childish smile on her face while shoving the a brownie in Pinkies mouth. Pinkie at first enjoyed it until a familiar very spicy flavor consumed her tongue and throat.

"oh no" is all she could say before her face shifted into the colours of the rainbow and many flavors messed with her sense of taste. After it was over she glared at Skittle who's smile only got bigger and bigger before she laughed her head off. Pinkie decide to laugh with her despite her sense of taste being messed up.

"Hey let me show you how I made them" Skittle said while impulsively dropping the tray on the floor and carried Pinkie to the the back of the house. Pinkie was shocked at a machine that creating the brownies because she noticed the rainbow pool had a canal linked to some needle mechanism which would regularly inject the finished brownies with the rainbow. While Pinkie wasn't too keen on the idea due to the effects the rainbow had on her tongue and throat, she decided to let Skittle have her fun.

"It could be worse, it could be made from insides and colours of ponies" Pinkie said with Skittle a little confused by the comment.

"I already have business making these and shipping them off for all to enjoy. I hope they are better than Sugarcube corners stuff because rainbows make everything better" Skittle proclaimed with a pose causing her to drop Pinkie through the cloud. She manged to stop her from hitting the ground and laughed nervously at her mistake. Pinkie smiled and forgave Skittle before telling her that she needed to get going.

"Okay bye balloon pony" before she flew back into her house while Pinkie continued to the circus. Back in Skittles home, Skittle turned the head of the Wonderbolts founder which unlocked a trapped door. She went in to find a fearful pony tied to a chair with her mouth taped over, it was mare with light turquoise fur, her mane and tail were amber and gold in colour and she had googles on her mane. Skittle gave an mischievous grin as three shadowy figures were standing behind her which the bound mare was unable to tell who they are. She did notice the pink eyes much like Skittles, huge grins and the badges they were wearing badges that looked like the Wonderbolts except they had pink comedy masks in the center and the circle around the masks was rainbow coloured. The mare wanted to scream at them.

"Well Lightning Dust, you didn't get to be a Wonderbolt but the WonderJokes will happily take you under our wings". Skittle said while taking a clown nose out from under her dress. Lighting gave a desperate mumble as she struggled out of her bounds while Skittle slowly placed the clown nose on her. Meanwhile back to Pinkie, she had made her way through the town and into the tent where she noticed a large box as she entered the backstage area.

"O don't bother looking in, the contents have already been eaten by our motormouth" Sasha said with an annoyed expression and pointed to a rainbow coloured obese Loopy whose face kept on changing to random colours and breathing various things through her mouth like fire and a faint smell of blueberry pie. Caty was doing her best to comfort her friend while Magic was using a device that resembled a juicer in order to extract the rainbow from Loopy's body although Magic preferred her this way because she is less noisy. Pinkie noticed the sign on the box saying that they were made by Skittle's Totally Safe Rainbow Factory Brownie Junk (or STSRFBJ Industries) before approaching Magic and giving her a warm hug. Magic smiled and unknowing sat on the button labelled 'Ludicrous Speed' causing the juicer to go haywire and spurt the rainbow all over the backstage. Sasha sighed and asked Caty to help her clean up before she went to the main stage to find Clown Stripe repairing the tightrope poles and safety net which they had damaged due to Clown Stripe going through with a brilliant idea coming from Clown Filly which was a light show in the form of several storm clouds going off next to each other. The chain reaction as the result of a single lightning strike caused them all to set off a bang bright bang leaving the two clowns a little deaf and blind in the aftermath.

"When you have finished with that, can you help us clean the rainbow out of the backstage" Sasha said before noticing Filly was wandering around in a dazed state due to the incident.

"And also put the filly to bed" She said to which Stripe nodded. Magic and Pinkie had gone outside both with grins on their faces.

"So you manage to get all of them turned into clowns. I knew you and Sasha were the best ones for the job when I first saw Twilight's performance" said Pinkie bouncing with joy.

"Yes, your suggestion that we should come to Ponyville was great, Sasha was overjoyed and I had a lot of playing with the princesses head while she transformed. " Magic giggled before continuing with "so lets make sure all the elements are now clowns. Magic quickly summoned a nose and tried to place it on Pinkies nose only for the magic to be blocked by her hoof.

"I got this magic" said Pinkie, Magic was both shocked and surprised by this, wonder how she can block something that isn't solid. Pinkie appeared to tense up as if putting all her strength in summoning something, She was right as a blue clown nose appeared.

"Let me show you how its done Magic" Pinkie said with glee as a rainbow coloured dress formed on her body with one area of it being pink with her cutie mark on it. A rainbow bow formed around the neck while a small blue bowed top hat appeared on her head.

"Hey can you do this to yourself with magic, I can" Pinkie said when she tensed some more as her whole fur excluding he cheeks turned pure white the the unaffected cheeks looking like they have pink blush on them. Purple and blue stripped socks formed on her legs with dark blue hoof shoes with pink bows on them. Her eyelashes curled up and extended and yellow streaks formed on her mane and tail which started to look more like they were made from balloons much like Clown Stripe with pink bows forming on them.

"Ta-daa" Pinkie said with her front hooves and the air and standing on the back hooves as the transformation was completely. Though she had known this magic for a while, Magic didn't know it could be done to yourself and not brainwash the wearer.

"How did you do that and not get brainwashed" Magic asked in confusion as the clowned mare jumped and land on her flanking causing a self inflating whoopee cushion to let out a gassy sound.

"I have no idea but in terms of brainwashing, how can you clown a clown?" Pinkie asked with a smile.

Magic just shrugged before asking "Well what shall we do now".

Pinkie grinned and said "I could get the the rest of the Clown 5 here and we can build a reputation in performing at the circus while turning the whole town into a circus before we turn the princesses into clowns at a later performance but the princesses may try to stop us when we turned the town".

Magic thought for a moment and said "Or go for the one that Sprinkle wanted, get the princesses to come to the next performance and get them clownified before getting the whole town clownified but even with the support of the princesses the whole town may rebel when they are aware of the brainwashing.

Magic and Pinkie smiled at each other and said "Decisions, Decisions".

Author's Notes:

I may have been a bit sadistic with the Skittle's interaction and I know that clown tf of Pinkie did not follow the order of which parts are transformed but it turned out ok. I also didn't think I would be this cruel to Discord and I am not sure about including the EG clown transformation.

And here is Pinkie's clown TF: http://tf-circus.deviantart.com/art/TFC-Equestria-Pinkie-Pie-544115687