The Cutie Mark Crusaders--- the original Threesome-- ran round a corner, squealing gleefully and skidding on the slick stone floor as they fled a "ghost" made up of a royal guard dressed in glow-painted muslin. The three were having the time of their lives; the entire castle was open to exploration, and every corner had a ghost, ghoul, or goblin with a hoard of candy, lurking around to scare the pants off somepony... and to hand out treats or, in the case of the bolder foals, have those treats snitched away from their hoard while they weren't looking.

The Trio had, in fact, just liberated three of the toffee bars guarded by their pursuer and were running their tails off to get away with their prize. They careened down a spiral staircase in a clatter of hooves and (in the case of Applebloom) a crash and clang of metal future-robot-pony parts, successfully eluding their ghostly pursuer... who went back to his post, chuckling, and laid out three more toffee bars on the pillar he was 'guarding.'

Applebloom, Scootaloo and Sweetie Bell skidded to a halt at the bottom of the stairwell, panting and giggling. They hastily divvied the treats and stowed them in their candy bags. "Sure didn't expect to need these here," Sweetie Bell said.

"Yeah!" Scootaloo agreed enthusiastically.

"Say, d'you think we oughta check out the kids' party?" Applebloom asked.

"Kid's party?"

"Yeah, they said there was gonna be a room set aside for colts and fillies, with music an' games an' punch and cake an' stuff," Applebloom said.

"Yeah, that sounds like a great idea," Sweetie Bell said. "I could sure use some punch after all that running around."

"Let's go check it out," Scootaloo said. "But if it's lame, we bolt. Agreed?" The others nodded. "So where is it?"

The other two shrugged. Sweetie Belle suddenly pricked up her ears. "Do you hear that? It sounds like... singing." Tentatively she walked down the corridor a few steps. The others pricked up their ears; they could hear it too. "Yes, it gets louder this way," Sweetie Belle said. "It must be this way."

The three fillies followed their ears further into the palace. They went down another level,  eventually spotting signs frilled with crepe streamers and in eye-hurting pink that pointed the way--- "Young Colts and Fillies This Way!"  The signs pointed to a rather ordinary looking door with another garish sign on it decorated with ghosts and pumpkins--- all in shades of pink, inexplicably--- that proclaimed "Nightmare Night Foals Party." The singing was quite loud now; it had a certain familiar.... fluffy....  quality none of them could put their hoof on... "Well, we're here," Scootaloo said. "Let's go on in...." With a shrug, she pushed the door open.

They stepped in-- and reeled back as the atmosphere inside hit like a wave. The sounds! The colors! and the smell, oh, the smell! The three fillies staggered, blinking and gasping, hunched like deep sea divers with the bends. "What is this?" Scootaloo finally managed to say.

What it was, was pink. Completely pink. Absolutely pink. Pink in every shade, the mildest of which was like having melted bubblegum poured in your eyeballs. The decorations were Nightmare Night.... ish... the walls were decorated with cutouts of fluffy bunnies and kitties in darling little witch and ghost costumes. there were tidy little folding chairs, and a table covered with a frilly white tablecloth decorated with bunting at the corners. There was a gramophone playing in one corner...Applebloom recognized the music playing as an album of nursery rhymes Granny Smith had bought for her when she was still in diapers. The cloying music jingled away, bright and cheery and insipid--- 'the little white duck.'  "I haven't heard that song since I was potty trained," she whispered in horror to Sweetie Belle. There was punch and cookies on the table... Applebloom looked closer just to be sure they weren't teething biscuits. No, but you couldn't be sure if you didn't look closely.

The air reeked of pablum and baby powder.

The room was filled with colts and fillies, looking everything from dismayed to defeated, listlessly miming along to the music. Most of the Cutie Mark Crusaders were already here, the trio realized. In fact, it wasn't easy to tell but it looked like everypony there was a blank flank....

The music stopped, and the pony leading them applauded. "Now wasn't that fun, children?" She turned around and saw the trio standing poleaxed in the middle of the room. "And it looks like we have some new arrivals! Hello, dears! I'm Miss Smiles, I'll be hosting the party!"

The party hostess was a cotton candy pink unicorn with a white mane and tail and an enormous smiley face for a cutie mark. She wore her mane and tail both in an enormous bun, and a gleaming white apron that had more frills than a platoon of ball gowns. She stared at Applebloom, Scootaloo and Sweetie Belle with wide, baby blue eyes and a smile that was all gleaming white teeth.

"Miss Smiles?" Sweetie mumbled to Scootaloo.

"I'm guessing 'Stepford.' "Scootaloo muttered back.

Mis Smiles smiled at them. They smiled back. "Run," Applebloom said through her terrified grin.

As one they spun on their heels and bolted for the door, only to be brought up short by a sparkling white magical field and levitated back into the room. "Now now, dears, we can't have that now," Miss Smiles chided. "All the foals young enough to be without a cutie mark have to stay down here. We don't want to be bothering the grownups upstairs, now, do we?"

"What? Are you kidding me??" Scootaloo exploded as she dangled upside down. "We're not allowed to attend the party just because we don't have our cutie marks yet??"

Miss Smiles shook her head. "Now now," she said, pursing her lips in a pout. "I'm sorry, sugarlumpkin, but those ARE the rules. And we can't have everyone breaking the rules now, can we?"

Now before we begin, it must be noted that Miss Smiles was not, as such, a bad sort. But she had spent the past twenty years working in the nursery at the Canterlot palace, and consequently had developed a certain literal-mindedness. It was now firmly stuck in her head that all foals without cutie marks  were 1)to be seen, not heard, 2)were to be kept close at hand by her and out from underhoof for everyone else, 3)were all no more than three years old. She had in fact been brought to the Palace of the Moon by Pomp and Circumstance for this very reason, and had been given explicit instruction to keep the any young foals "occupied and away from the adult festivities." And like any good hired servant Miss Smiles was obedient to a fault to her superiors.

It had completely slipped her meticulously polished and pink-coated mind that the Princess had, contrary to Pomp and Circumstance, explicitly wanted the children of Ponyville to participate in the festivities.

The trio groaned. "This has got to be a nightmare," Sweetie Belle whined. A huge treat-filled haunted house, a mondo huge party, and they were going to be stuck in the nursery like a bunch of babies! Could this get any more humiliating?

There was mocking laughter from the doorway. "Right on cue," Applebloom groaned, facehooving. They looked behind them; Diamond Tiara and Silver Spoon stood in the doorway, laughing and pointing.

"Here? Now? Seriously?? It's like they're on rails or something," Scootaloo complained.

"Oh, are you two girls joining us?" Miss Smiles asked.

"Oh no ma'am," Tiara said with mock innocence. "We were just passing by and wanted to see that the poor little dears found their way here."

"Yes, you know how Blank Flanks are," Silver Spoon threw in. "Can barely do anything for themselves at that age." The two bullies smirked; the CMC merely seethed.

Miss Smiles was far too treacle-infused to note the sarcasm. "Now you two do have your cutie marks?" she said. Diamond Tiara and Silver Spoon hiked their princess ball gowns to reveal their flanks. "Too bad you girls don't have one of these," Silver Spoon said to the trio.

"What, a jelly roll butt?" Sweetie Belle deadpanned.

The two prima donnas hastily dropped their gowns and shot absolutely poisonous looks at the unicorn filly. "Well, we'd like to hang around," Tiara said loftily, "but we have a classy, sophisticated party to get back to. Catch you later, little baby Blank Flanks." They flounced out the door, which magically banged shut and barred itself behind them.

The trio gazed at the barred door like condemned prisoners. "Come now, let's join the others," Miss Smiles said to them. "We're going to play 'who's got the button'!"

"Imagine mah joy," Applebloom said listlessly.

From the highest tower of the Palace of the Moon, one could see for countless miles. In the dark the streets of Ponyville were visible as a faint cobweb of lights, as ponyvilleans too shy or homebodied to attend the palace bash celebrated Nightmare Night closer to home.  There was a sharp, bright flash of light on one of the back streets. Rainbow Dash chuckled to herself. "Got another one," she said.

"Hm? what was that?" Thunderlane asked.

"Ah, just something me 'n Pinkie Pie set up earlier tonight," Rainbow Dash said, grinning. She resumed peering down at the palace grounds far below. "Gotta say, they cleaned this place up real good...."

"You know, most fillies go night flying and talk about how beautiful the sky is," Thunderlane said with a grin.

"Well yeah," Dash said. "I'm, ah, just sorta keeping an eye out for disturbances."

"Like what?" Thunderlane leaned back against the rooftop.

"Um, well, like Fluttershy," Rainbow Dash admitted. "You remember hearing about the Grand Galloping Gala disaster about two years ago?" Thunderlane nodded. "Um, that was kind of us. Well, actually, it was mostly her."

Thunderlane's ears flicked back, surprised that Rainbow Dash would dump blame on one of her friends--- especially Fluttershy. "That's awful harsh," he started to say.

Dash shook her head. "Oh no, I'm not blaming her," she said. "It was, like, fifty two percent her. maybe fifty three. We'd just had this huge accident.... Pinkie Pie did a stage dive, and then there was this cake and..." she found herself struggling to succinctly describe the chain of events that had led to such destruction. "Well, we wrecked Princess Celestia's ballroom. But it was a total accident!" she protested.

"I'm sure," Thunderlane chuckled. "So that was you? I saw pictures in the Canterlot Daily of the ballroom."

"Yeah," Dash admitted. "But just as the dust was settling, this herd of animals came crashing in." she paused. "Herd? Flock? Pack?...this bunch of animals came crashing in and WASTED the place. And right behind them is Fluttershy..."

" 'Former Fashion Model Epic Rampage?' "

"Yeah," Rainbow Dash said. "We never figured out what happened, but the animals in Celestia's gardens dissed her. Wouldn't talk to her, ran away from her..."

"That is weird," Thunderlane agreed. He'd seen the meek little pegasus cuddle up to everything from skunks to bears to... to skunk-bears. Birds flew down and sang for her; wild creatures and even savage beasts out of the Everfree ran up and gamboled at her hooves. Animals running away from Fluttershy? Did not compute.

"Anyway, she had an EPIC blowout," Dash continued. "Twilight called it a 'Cutie Mark Failure Derangement Episode,' whatever that is. Screaming and yelling and chasing after the animals. Scared the widdle right out of some of 'em." Dash paused. "At least I hope it was the animals she scared the widdle out of. She did have those upper-class ponies freaked pretty bad."

Thunderlane nearly choked laughing."Oh wow, that's pretty bad," he said.

"Anyway we all agreed that it'd be best if we all, y'know, kept an eye on her, sorta," Dash concluded. "Try and head it off if another blowout starts to happen."

"Try and save everypony from her wrath, you mean?"

"Pff, I could care less if some fussybutt upper crust ponies get their feathers ruffled--- It's Flutters I'm worried about." Dash paused. "She cried later, you know. I mean, when it sank in how she'd scared the animals. That's reason enough to be there for her." She turned her attention back to the palace below, looking for her friend.

Thunderlane watched her thoughtfully as she gazed down on the castle grounds. He'd known she was one of the Bearers, that her Element was loyalty. Heck, it was surprising every school-age colt and filly in Equestria didn't memorize their names and elements in class. But if you'd asked him, he'd never really seen that side of her. She was brash and rude and egotistical... But now here she was, in the middle of everything, keeping one eye on her friends from on high.

Ready to be there if they needed her.

"Ah, there she is," Dash said suddenly. Thunderlane looked over the edge of the roof. Far below two tiny ponies were moving slowing down the meandering garden path; one dressed as a gypsy, the other as a pink and yellow moth. They were walking slowly, their heads together. "Heh, they look like they're enjoying themselves. Go figure. Well, that's one less worry anyway." she eyed the couple below skeptically. "For now..."" Dash settled back on the roof with a sigh.

She looked over at Thunderlane. "So. left the weather patrol and took up bowling, huh?"

Thunderlane lay back on the roof and grinned. "went BACK to bowling, actually. I ain't called 'Thunderlane' for nothing," he said. "My family owns the Ponyville bowling alley. Kingpin's my dad."

"Oh really?"

"Yeah. He originally owned a bowling alley in Cloudsdale, but we had to move after it fell through. Well, after the bowling balls fell through. Little hint: bowling balls and lanes made of cloud? Bad combo." He chuckled, reminiscing. "Man, were those earth pony homeowners mad...."

"....and you never figured out why?" Caramel said. Fluttershy shook her head. She had all but disappeared behind her own mane, even as they were walking and talking together. "No," she finally said. "I felt so awful the next day when I realized--- I mean when I really really realized what I'd done. The poor things..."

"I'm sure they got over it by now," Caramel said.

"It was still awful," Fluttershy said sadly. "I wrote all the little animals an apology letter and sent it to the groundskeeper for them, but...."

"But you still don't know what went wrong?" Caramel ventured.

Fluttershy shook her head. The sadness in her eyes would have melted rock, and Caramel's heart was made of far softer stuff. "Well I say... I say they don't know what they missed out on," he said. He blushed and shied back a bit, as if startled by his own boldness.  Swallowing nervously he went on. "You are the sweetest pony in Equestria, and any critter-- or-- or pony would be happy just to be near you."

Her melting blue-green eyes shimmered. She smiled, then looked away. "That's very sweet of you to say, Caramel," she said, her voice barely a whisper.

"It's nothing but true," Caramel said. Or at least tried to say. The words stuck in his dry throat; all that came out was a cough and a mumble.

They walked on, the silence growing. "Um, maybe the animals in Luna's gardens are more friendly?" Caramel said hopefully. "Hmmm." He pursed his lips and whistled. A moment later, it was answered by an identical call from one of the trees. There was a rustling, and a small, brown, speckled bird fluttered out of the shadows to perch on a nearby bench. It cocked its head and regarded Caramel curiously.

"Oh, a whippoorwill!" Fluttershy said. She held out a hoof to it; the bird hopped down the bench towards her, but drew no closer. She looked over at Caramel in surprise. "I didn't know you could do birdcalls," she said.

Caramel blushed and ducked his head. "Just a hobby," he said. "When I'm not working down on the Apple farm I spend time up in the hayloft listening to the birds. I can only imitate them, though-- I can't really talk to them like you can."

"Oh, birds don't sing to talk," Fluttershy said. "And they don't really sing to be pretty, either--- well, except for me," she ducked her head. "Bird song is how they stake out territory." She giggled. "All a bird singing is doing is saying 'MY tree! MY tree! MY tree! '"  The whippoorwill chose that moment to belt out a couple of rounds of its own song. The two ponies chuckled. Fluttershy cooed at the bird. It hopped closer, dropping down to the path and looking up at them.

"Oh really?" Caramel grinned and knelt down till he was eye to eye with the bird. "No way, pal. MY Fluttershy! MY Fluttershy!"

The bird trilled out its call at him, telling him to shove off, buddy, I'm trying to make some time here. Caramel wasn't having it. "Uh uh, MY date! MY date! Go get your own. MY Fluttershy!" The bird finally gave up. It tipped its beak up at him haughtily and flew back off in the trees. "Yeah, so there, Nyeah!" Caramel said, sticking his tongue out after the departing bird.

Fluttershy had gone from giggling to laughing right out loud... at least, as out loud as she ever got. Her laughter rang like tiny silver bells in the night air. "Oh you are so silly," she said. Caramel's heart skipped a beat when she smiled at him. He smiled back. He took a little step closer. She took a little step closer...

There was rustling in the flowers all around. The two ponies looked up to see dozens of tiny eyes peering at them. Slowly the nocturnal denizens of Luna's gardens--- birds, bats, owls, squirrels, foxes, skunks, opossums, whippoorwills-- had crept out of the dark to watch the pony pair with wide, shiny eyes.

Caramel wasn't good at reading animal faces, but the expression on several of them could easily be translated into "D'awwwwww." One of the smaller opossums made a kissy face and motions for the two ponies to bring their faces together and smooch, already. Fluttershy 'meeped' and buried her face in her hooves.

"Argh," Caramel said, turning red. "Maybe a little TOO friendly," he grumbled, glaring in embarrassment at the smirking critters. Darn it, dating was difficult enough without an audience. "I really cannot figure out why the animals at the Grand Galloping Gala didn't want you near them. I mean, look at this."

He was about to say something else when there was an outraged female shriek from just around the bend of the path. Instantly all the animals that had congregated to watch the two shy ponies pitch woo vanished into the trees and shrubbery. Even the fireflies winked out. A moment later a Unicorn noblemare came bustling around the bend, madder than a wet hen. A unicorn stallion, her husband most likely, came scurrying along in her wake, hovering about her. "---Ruined!" She was fuming. "My ten thousand bit Hoity Toity exclusive ball gown, ruined!" She stopped to gesture to a rather unsightly stain on her excessively ruffled gown. "That wretched bird flew over and...."

"I'm sure the Princess will pay to have it replaced, dear," the wispy stallion said. The dismal look on his face, however, suggested he figured on the cost of an all-new, even more fabulous gown coming out of his own pocket.

"She'd better!" the formidable mare said, chin jutting up, her mask-- a feathered and beaded extravagance and her only concession to the masquerade--- tossing its feathered fringes like a peacock in a storm. "Outrageous. Princess Celestia has had enough sense to magically train the birds and animals and-and creatures running about her gardens to keep a good proper distance from any noblepony in formal wear. That Princess Luna is so rude and irresponsible as to let these vermin run and fly about wherever they please is just...." She threw a furious glare at the castle behind them. "It's just the final insult!" She barged on down the path, shoving between Fluttershy and Caramel and billowing on down the garden path like a schooner at full sail, her little tugboat of a husband caught in her wake.

Fluttershy and Caramel stared after the departed couple for a drawn out moment, then at each other. "Well, um." Caramel said, eyebrows raised. "Mystery solved."

Fluttershy gaped in amazement. Then exploded into giggles.

From the shrubbery all around came chirps, chitters and other animal calls--- that sounded a great deal like someone was laughing. Caramel grinned awkwardly... and before he could say anything else the timid pegasus filly took a quick step forward and gave him a peck on the lips.

His step had a bit more spring in it as they walked on down the path.

Back behind a jasmine tree, a small filly giggled, the tip of her horn glowing ember green as she drew in the tiny whorls of energy in the air. The garden was a cornucopia of delights; beautiful flowers and trees, pretty animals--- and so much good stuff just floating in the air.... the two ponies who'd just left had only been letting off little curlicues of it, like little wisps of cotton candy trailing in a swirly cloud behind them. But the gardens were proving very popular, and there were much richer goodies to be found.

She crept from her hiding place, eager to see what other delicious quarry she could stalk.....