Author's Notes:

I started this story as a heartfelt slice of life story about family and love. I am focusing on background ponies with original ponies added in to fill in certain rolls.

I am planing on doing other stories featuring other background ponies, adding them all together into a Background Pony Universe.

Caramel- Background male Earth pony. Appears in many episodes, primarily in Ponyville, but has been elsewhere.
Golden Harvest- Background female Earth pony. Appears in many episodes primarily in Ponyville, but has been elsewhere. AKA-Carrot Top.
Chisel Plow- Unnamed Earth Stallion#6 Appears as a spectator at the Appleloosa rodeo in Appleoosa's Most Wanted
Lilly Pad- Unnamed Earth Mare #4 Appears as a spectator at the Appleloosa rodeo in Appleoosa's Most Wanted.
Taproot- Unnamed Earth Stallion#1 Appears in The Cutie Re-Mark - Part 1 in an alternate timeline where Equestria is at war with King Sombra. This is the Taproot that lives in this timeline.

Work has been a busy time for Caramel recently. Spring had just begun and the farmers were busy getting started on their fields and that meant more work for Caramel. He worked at the Farmer's Bounty Supply Store. Owned and run by, Chisel Plow and his wife Lilly Pad. Caramel enjoyed working for Chisel and his wife, they treated him like family. Even more so since the deaths of Caramel parents, who Chisel, and Lilly had been friends with since they were all foals. Having known them for his entire life, Caramel considered them to be like his aunt and uncle, and they likewise treated him like their nephew.

Caramel was just returning from a special order delivery, as he hummed to himself he pulled the empty wagon behind the Supply Store, where he parked it next to the loading area. Unhitching himself, Caramel went into the Store's back warehouse and looked around for Chisel, he spotted him talking with one of the regular customers, a purple lavender stallion with close cropped mane and tail by the name of Taproot, who was easily one of the largest earth ponies that Caramel had ever seen.

Not wanting to bother him while with a customer, Caramel patiently waited for Chisel Plow to finish with Taproot. While he waited, Caramel looked around to see if Taproot had brought his daughter Golden Harvest along as he sometimes did, but Caramel was disappointed when he failed to spot the light pale earth pony mare and he let out a silent sigh. He always enjoyed it when she stopped by. Back when they were younger they had spent a summer playing together when his parents had him stay with Chisel and Lilly while they were out of the country. It was because of her that he decided to come back to live in Ponyville when he struck out on his own a couple years ago, when he finished school.

Whenever she would stop by, they would often times sit in the back on the seed bags and talk together about whatever was happening at the time, mostly about whatever trouble Princess Twilight and her friends had gotten into. A few times they even went out for lunch when Lilly shooed them out to get something to eat, tossing Caramel some bits to pay for the meal. It was fun spending time with her, and she was easily the prettiest mare around, but because of how important his old foalhood friendship with her was to Caramel, he couldn't allow himself to grow too close, he didn't want to hurt her. He didn't know if he could ever live with the same, if she was to ever learn the truth about what happened to him, during his time away.

Caramel's attention returned to Chisel Plow as he saw that he had finished speaking with Taproot, and started towards Caramel. "You got that new seed drill delivered to Mr. Cornhusker?" Chisel Plow asked as he approached.

Caramel gave him a nod. "Yes sir. No problems. I think Mr. Cornhusker is going to like it. He could never get straight rows with is rickety old one."

Chisel Plow chuckled, and gave Caramel a playful nudge. "I think it's because he likes the bottle too much that his rows are crooked." Chisel Plow joked as he gave him a wink. "Oh, by the way. A telegram came for you while you were out. Lilly has it in the office." He added as he turned to go talk to another customer that had just come in.

As he crossed though the warehouse heading for the office, Caramel wondered what it could be about, he had never gotten a telegram before.

Entering the office Caramel saw Lily Pad sitting behind her desk, flipping through some order forms. "Chisel said that a telegram came for me."

Lily looked up at him, a pencil dropped from her lips. "Yes, its right next to you on that table." Lilly told him, as she indicated the small table next to the door.

Seeing the small envelope, Caramel picked it up and broke the seal. Pulling the card out he began to read. As Caramel read, ice formed in his gut, and his chest felt like it was being squeezed.

Lilly noticed his strange look, and her face became concerned. "What's the matter? You just got all pale."

Caramel didn't look up from the telegram, his eyes glued to it, rereading it several time to make sure he was reading it right. "Lilly. I... I haft to go. Fudge needs me. The telegram says that she's in the hospital."

"The hospital!" Lily stood up alarmed, before she swiped her hoof at him. "Go! We'll handle things here. Go, be with your sister. Family is too important to lollygag."

Caramel dashed out the door. He would need to stop at his place to pick up some stuff, and he would need to stop at his roommate Noteworthy's workshop to tell him where he was going. Galloping down the road, he rushed to get ready for a long trip.

The train trip to Fillydelphia was long, and Caramel fretted the entire time. Unable to sit still, he would walk through the cars until he was asked quite insistently by a conductor to take a seat, and stay there. Caramel's worried thoughts dwelt on his sister and why she would be in the hospital.

Caramel wondered if it might have had something to do with Fudge's pregnancy. She was due in three weeks, and it was possible that she delivered early. But if that was so, then why was it that it was the hospital that had sent him the telegram instead of his sister, and the telegram didn't say anything about a foal, only that he needed to come.

Once the train arrived in Fillydelphia, Caramel quickly departed the busy station and rushed through the city streets heading for the hospital as fast as he could. Having lived here when he was younger, Caramel knew his way, but even taking the shortest rout he knew, it still took him an hour to arrive.

Stepping through the double doors, Caramel looked around for a pony to help him. Seeing a unicorn nurse sitting behind a counter, Caramel rushed up to her. "Excuse me." Carmel blurted out breathlessly trying to catch his breath from rushing across the city. "I'm here to see my sister Fudge Dessert, I was told she was here."

The nurse behind the desk gave him a patient smile, like she was used to dealing with frantic ponies, that had just rushed up worried about some family member that had been brought in. "Just a moment, I'll check." She said as she looked through some files on her desk. Caramel, couldn't help but tap his hoof on the floor nervously, looking around the hallway he saw other ponies sitting or standing, as they waited for some news of their own. Looking back he watched her face as she read, his heart suddenly leaped up into his throat, when he saw the nurses polite smile drop into a troubled frown.

"Excuse me a moment." The nurse said to Caramel as she closed the file and slipped through a door behind her. Caramel's worry grew and after a few minutes she reappeared, followed by a silver coated pegasus nurse. The unicorn nurse spoke to her a moment pointing towards Caramel as she did so. The pegasus nodded and took the file as she walked around the counter and stopped before Caramel.

"Nurse Valley said your Fudge Desert's brother. Is this true?" The new nurse asked Caramel, with a very serious look on her face.

"Yes, I'm her younger brother Caramel." He answered quickly. "Is she alright? What happened to my sister? Can I see her?" Looking at the nurse as she met his eye's, and Carmel was not liking what he was seeing. All he saw in her eyes was compassion.

"Mr. Caramel, I am nurse Soft Touch, would you please follow me, Dr. Kind asked for you to be taken to him when you arrived, there are some things he needs to speak to you about." Nurse Soft Touch lifted her hoof and touched him in the shoulder as she tried to guide him down the hallway. "Please, this way."

Caramel decided that the best way for him to get some answers might be to do what she asked, so he fell into step with the nurse and followed her down a series of hallways and up one flight of stairs before she paused before a door, with a nameplate that read, Dr. Kind. Knocking softly, the nurse cracked the door opened and stuck her head though, and spoke with somepony on the other side for a moment. Caramel could hear the occupant say something in return, before nurse Soft Touch opened the door the rest of the way, and turned back to Caramel. "Please go in, Dr. Kind would like to talk to you."

Caramels stomach was doing cartwheels as he stepped through the door. A charcoal colored unicorn, stood up from behind his desk and approached him, his eyes had a certain softness to them, that spoke volumes about his character. "Hello Mr. Caramel, my name is Dr. Kind, and I am the one who sent the telegram. I'm glad you were able to make it here, I have some things I need to tell you."

"Please, I need to know if my sister is alright. Nopony is telling me anything." Caramel felt like he was about to puke, as he met the doctor's eyes. He needed to know some answers, what he was going though was torture.

Dr. Kind paused a moment as he let out a breath. "I have some unfortunate news, Mr. Caramel." The doctor said as he held his hoof out, indicating for him to sit in a small couch along the side of his office. Caramel knowing that he was going to be told some bad news and hoping it wasn't the worst kind of news, slowly seated himself, and looked back up at the doctor as he continued. "Your sister had a accident. She fell down a flight of stairs yesterday." He paused as he sat in a chair across from him. "While she did survive her fall, the trauma she sustained caused her to go into early labor. As she was being rushed to the hospital her labor grew dire as her placenta prematurely separated, and Fudge was in danger of losing her foal. She hemorrhaged a lot of blood, and she died before they could get her to the hospital." Dr. Kind leaned forward and set his hoof onto Caramel's trembling knee. "I'm sorry for your loss, as I understand that she was your only family."

Caramel found he could hardly breath. The pain in his heart was agonizing, as it felt like it was being crushed. Wrapping his forehooves around himself, Caramel cried out, as tears streamed down his face. He wanted to scream at the doctor, deny that what he had told him was true. His sister was strong, she had raised him after their parents died, and she had always been strong. The thought of her being dead was unthinkable, but he knew that the doctor would not lie to him. He squeezed his eyes shut as his breath hitched in his throat. How can this be? He thought. How can such a thing happen to her?

At some point Dr. Kind had left him alone to grieve, but Caramel didn't care. Dr. Kind wasn't family, and he wouldn't be able to comfort him like Fudge had always done. How could she have been so careless as to fall down some stairs. Anger flashed through Caramel as he thought about those stupid stairs and what they had taken from him. If he had the power he would find those stairs and destroy them. Smash them with a hammer or burn them down. Whatever it took to make them pay for what they took from him. His anger faded as he thought about how stupid that was. They were just stairs, it's not like they did it on purpose.

Caramel thought about how If he had just come earlier, she might still be alive. He was supposed to visit her next week and help her until she delivered. But why didn't he come to her sooner? He knew that her pregnancy was making it hard for her to do the most mundane things. If only he had come earlier to help her, then she wouldn't have been at those stairs. Caramel loved his sister and would have come earlier if she had asked, but she was strong and capable, and probably saw no need for him to come any earlier than planned.

Caramel felt cold, at the realization that he would never be able to hear Fudge laugh again, or feel her gentle touch. Wrapping his hooves tighter around himself, Caramel's body shuddered under the pain of his grief. The plans for the future she had told him, and the happy talks about how she was looking forward to being a mother, were now gone as her life and all her dreams came to an end. Caramel was left with a cold emptiness, as a feeling of numbness settled over him as he stared blankly at the floor. He was alone now. Both his parents were dead, and now his only sister. All were now gone but him. Alone now without family, Caramel squeezed his eyes shut as he was overcome with loneliness.

Caramel was dead to the world, as he distantly heard the door open and some pony walk in. He didn't bother to look at who it was that would disturb him in his time of grief. It didn't matter, it wasn't his sister coming to comfort him. To wrap her hooves around him and her kind words of comfort to sooth his aching heart. She was now gone, forever.

Softly, Caramel felt a weight being set down onto his lap. Blinking his eyes open, Caramel looked down at what it was. What he found laying in his lap was the whitest little earth pony foal he had ever seen. Caramel was surprised at finding a foal suddenly sitting in his lap and quickly he brought his hooves around her, to keep her from falling off.

"Her name is Cinnamon Sugar." Nurse Soft Touch said gently, as she stepped back from his side.

Caramel had never held a foal before, and he didn't know what to do. Looking down at her tiny face, in her pink swaddling, he saw that her eyes were open as she looked up at him. Those eyes, they seemed to be looking right into his being, with nothing but trust and love. Gingerly he slid his hooves under her and awkwardly lifted her up and cradled her to his chest. Cinnamon squirmed made a mewling cry of protest for a moment before she settled down and accepted being held by him. "Cinnamon Sugar?" Caramel asked, glancing up.

"Your niece." The nurse replied softly. "That was what Fudge wanted to name her if she was a filly. Sadly Fudge passed moments after she was born, so she never got the chance to hold her."

Caramel looked back down at the foal that he held, in surprise. I have a niece! I'm not alone. Hope bound up in his heart as he gazed down at her. She was so tiny, and Caramel could smell her milk breath, as she smacked her little mouth few times, . Gently he slid his hoof along her cheek, marveling about how white her coat looked, and the best he could describe her mane was caramel colored. The irony did not escape Caramel, that the color of her mane matched his name.

Dr. Kind, stood just inside his office and observed Caramel's reaction to meeting his niece for the first time. Maybe there can be a happy ending after all, he thought to himself as he dared to hope. "She's perfectly healthy, despite the complications of her birth." He said reassuringly.

Caramel watched as Cinnamon opened her little mouth and yawned, her little pink tongue lolling out for a moment. "She's beautiful." Caramel murmured, new tears coming to his eyes, but not tears of grief.

"Yes she is, and you are all she has in the world." Dr. Kind said as he moved closer. Still carefully watching Caramel, as he held on to his secret hope for a happy ending. "There is no record of who the father is, and that leaves you as her only other family. She is going to need somepony who will love her, and I am hoping that you will be willing to take her in and give her the love she needs."

Caramel realized what the doctor was getting at. "I don't know how to take care of a foal." Panic was evident in Caramel's voice. He couldn't possibly be suggesting what he seemed to be suggesting. He was a stallion, how could he take care of a foal?

Dr. Kind gave his head a soft shake. "Nopony does until they learn. Many new parents are just as unprepared as you and they turned out fine. All it really takes is love, work and a bit of patience." Dr. Kind placed his hoof onto Caramel's shoulder. "Look at her. As you hold her, you are holding a piece of your sister. Fudge is not gone, she left a little bit of herself behind in Cinnamon."

Caramel listened to the doctor's words as he gazed down at Cinnamon, tracing his eyes over her features, and realized that the doctor was right. The little foal's eyes were the same lavender color as Fudge's, and the shape of her cheeks and how her jaw came up in the back, it was then that it dawned of Caramel, that Cinnamon's beauty was so very much like her mother. So much of Fudge, was now sitting cradled in his hooves.

Caramel felt a strange and pleasant sensation as he looked down at her. His body felt really warm all over, and his spirit felt heartened. How could such a little thing do that to him? Not knowing why, Caramel lowered his head down to the foal and pressed his snoot to her and took in her sent. Cinnamon burbled and squirmed as he sniffed at her, pressing her little hooves against his muzzle. Lifting his muzzle up to hers, Caramel softly touched the end of his snoot to hers. And as he did this, he realized that he didn't want to let her go. She had captured his heart like no other before. It was such a wonder that such a little thing could have such a powerful grip.

He wondered to himself, if he could do it? Could I really raise a foal? Do I have it in me to be a father? It would mean a big change in his life, no more living just for himself, he would haft to grow up, and be responsible. With all these thoughts running through his mind, one came forth with a crystal clarity as it burned through his mind. Fudge loved Cinnamon so much, she died to bring her into the world. Could he let something that was that precious to his sister go?

Caramel couldn't believe he was contemplating the idea, it seemed crazy. Feeling like it was happening to somepony else Caramel closed his eyes, and took a deep calming breath and let it out. He then said the word that would change his life forever.

"Yes."

It hung in the air, like a bell tone in the night. "I... I will take her. She is my family, and she is all I have left of my dear sister. But..." Raising his head he looked at Dr. Kind with frightened eyes "I have absolutely no idea how to care for a foal."

Dr. Kind and nurse Soft Touch smiled at his answer, obviously relieved. "It's not as hard as you may think." Nurse Soft Touch answered Caramel, as she moved closer. "If she cries and smells nice, you feed her. If she cries and smells bad, you change her diaper. If she is quiet and happy, then enjoy your time with her until she's not." She explained as she came up next to him. "I will give you a crash course in how to do these things, as well as some books on foal care, that will be very helpful. Don't worry, you'll do fine"

Caramel carefully stood, and made sure Cinnamon was secure in the crook of his leg, as he panicked for a moment when he thought he might drop her. With hesitant steps he began to clumsily walk towards the door on three legs, and finding out in the process that walking on three legs is hard!

As he was about to step through the door a sudden thought came to him. "Um, Dr. Kind? What about my..." He had trouble finishing his question as he turned to look at the doctor. "What about my... Sister? What is going to happen to her? What should I do?"

Dr. Kind gave Caramel a slight shake of his head. "Not today." The doctor said gently. "Come back tomorrow and we'll go through that." He smiled at Caramel, knowing by just looking at him that Caramel had made the right choice in taking Cinnamon. Already he saw the foal working on Caramel, as she drew at his heart and pulled out the love that was inside. "Just spend the rest of the day with your niece, and get to know her."

Caramel nodded his understanding. "Thank you." Turning he followed nurse Soft Touch out.

"Oh! And Caramel." Dr. Kind called out, getting Caramel to look back again. "Congratulations."