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The Secret Lives of Background Ponies, Caramel's Unexpected Family

by Gentlehoof

Chapter 11

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Caramel's neck was killing him. Lifting his hoof he rubbed at his neck as he twisted his head about.

Sitting in aunt Lilly's lap, Cinnamon burbled happily as she waved her hooves about. "I can't believe you crammed yourself into Caramel's bunk." Aunt Lilly said with a shake of her head as she admonished Goldie, who was sitting across from her. "You knew the bunk wasn't big enough for the both of you."

With her head hung down, Goldie shifted awkwardly in her seat next to Caramel. "I'm sorry, I don't even remember doing it." She said apologetically. Feeling bad that she had given Caramel a stiff neck, she moved over behind him and began to rub at his neck, trying to help him work the kink out.

Outside the window, the sun had just risen above a snowy landscape that now surrounded the train as it moved north. There apparently was always snow here, and travel through the frozen outlaying lands was strongly warned against, due to the dangerous creatures that were known to attack ponies, like the roving packs of Polar Wolves, or the Giant Snow Apes.

In the aisle, Starlight Glimmer was pacing around with a anxious like energy. She hardly seemed able to sit peacefully, as she continued to move about.

"Is everything all right sweetie?" Aunt Lilly asked as Starlight passed by their seat. "You've been wearing a hole in the floor with all that pacing you've been doing."

Starlight Glimmer gave a little jump and danced in place for a moment. "Yeah, everything's fine, perfectly fine." She said with a smile that did little to convince them that she was anything but fine. Moving to a seat she quickly sat down, and nervously bounced her leg as she looked out the window.

Smiling, aunt Lilly shook her head. "I'll bet you that there is a stallion behind all that." She said while looking back to Caramel and Goldie. "So, are you two nervous? Your going to be meeting the princess of the Crystal Empire after all."

Goldie leaned over Caramel's shoulder and lightly kissed his cheek before moving around to sit back next to him. "I think I am more nervous about what may be discovered about this spell we are under then meeting the princess."

"I just wish I brought a camera." Caramel said absently.

Goldie scowled at him and jabbed him in his side.

"What?" Caramel said rubbing at where she jabbed him. "Yeah, I'm worried about the spell as well." He added hurriedly.

Just then Princess Twilight stepped into the car and stretched her back out, and with a flutter of her wings she settled them back into place. "I'm so excited! I'm going to see my niece again!" She trotted forward happily and looked over at them. "Your just going to love her when you meet her."

"Oh that's right, we're going to meet the new imperial cutieness, aren't we." Aunt Lilly said happily.

Coming in from behind Princess Twilight was a blurry eyed Blueberry as she yawned and rubbed at her eyes. Apparently she wasn't much of a morning pony, Caramel thought with an amused grin.

Goldie sat up straighter and pointed her hoof out the window. "Look, were passing through the weather barrier!"

Caramel and aunt Lilly turned and looked out the window, sure enough the snow suddenly ended as it turned into lush green fields of grass and flowers. Soon they started to pass small farms that dotted the outlaying land, each one with an usually small field that were in various stages of readiness for planting. Goldie scooted closer to Caramel as she leaned over to get a better look out the window. All about, they could see beautiful spires of large crystal growths jutted up out of the green fields and along the roads.

"What are those crystal spire things?" Caramel asked.

Moving over, Princess Twilight looked out the window. "Their pretty aren't they? The crystal ponies call them guardian pillars, they grow all over the Crystal Empire, and its considered bad luck to knock one over, or to damage one." She explained happily. "You see, this entire area is rich in natural magics that wells up from deep underground, and this natural magic nourishes the crystals, prompting them to grow to enormous sizes."

Suddenly they rounded a small hill and the city of Crystal Empire came into view. Goldie and aunt Lilly both gasped at the sight of the sparkling city. Caramel was very much awed struck, it was truly a beautiful sight, every structure he could see was made of varying shades of crystals that sparkled and shone in the early morning sunlight. In the center of the city stood the tall palace tower with every facet of crystal glittering with a majestic elegance that left every pony to view it, breathless.

Goldie was leaning into his side very hard now, as she gazed out the window. Suddenly she pulled back and whacked Caramel in the shoulder. "We are totally moving here!" She announced suddenly.

Caramel couldn't bring himself to respond to her declaration, for he was very tempted to go along with her idea. Behind him, Blueberry pressed herself up to the window and gazed out with unblinking eyes at the sight, her breath fogging up the window.

Ahead the station came into view. The train slowed as it approached the station, soon pulling to a stop alongside a crystal platform. Goldie was still pressed against him as Caramel struggled to extricate himself from her so that he could collect Cinnamon's diaper bag.

Blinking at the brightness of the sparkling crystal buildings, Caramel stepped off the train. Goldie and Blueberry had already rushed off ahead of him as they gazed around at the sights. Often one or the other would point out something and sign something to the other excitedly. More and more the two were acting like sisters Caramel thought as he watched the pair as they looked though a shop window at some fancy dresses.

Aunt Lilly stepped off the train carrying Cinnamon. She paused next to him and looked around. "Now I'm wishing I brought a camera." She said out loud.

"I know, right?" Caramel said with a grin.

"It's quite the sight isn't it?" Princess Twilight asked as she walked up next to them with Starlight by her side. Caramel couldn't help but notice that Starlight was shifting excitedly from hoof to hoof.

"It truly is, and if were not careful we'll loose Goldie and Blueberry. They look ready to fly off to places unknown if we don't keep a careful eye on them." Caramel said while eyeing the two mares as they rushed across the street to look at some custom made designer saddle bags.

Princess Twilight nodded as she looked around. "It's still early and most of the store's haven't opened yet, there's a nice little dinner just down that way we can stop at and have some breakfast." Princess Twilight gestured to the side. "Afterwards we can see some of the sights, that will give me time to get a message to Candace and Shinning Armor that we'll be stopping by to see them."

As they walked down the street to catch up with the two wayward mares, a figure slipped off the train and dashed over to hide behind the corner of the station. Peeking out, the figure watched as they all moved off down the street, his eyes following his target, now all he had to do was wait for the right time to grab her, the figure thought to himself with a grin.

As they all sat in the dinner eating breakfast, Princess Twilight wrote out a letter and slipped off to find a city guard to take it to the palace for her. Caramel carefully maneuvered a strawberry onto the end of a spoon he had sitting on the table, Goldie curiously watched as Caramel sighted down the spoon. Lifting his hoof, Caramel then brought it down onto the spoon, catapulting the strawberry across the table and into Blueberry's bowl of milk and oats.

Blueberry jumped in her seat at the sudden splash the strawberry made when it entered her bowl, when she looked over to see where it had come from, all she saw was Caramel looking innocent as he chewed his mouthful of pancake.

Goldie shook her head with a giggle and pointed an accusing hoof at Caramel as she ratted him out to Blueberry.

"Traitor." Caramel said to Goldie as he grinned at her. Blueberry, looking over at the pair, smirked as she realized what was happening and fished the strawberry out of her bowl, looking up she stuck her tongue out at him before she ate it.

Sitting in the booth behind him, aunt Lilly turned and whacked Caramel in the back of his head. "Don't play with your food." She admonished him.

"Yes, aunt Lilly." Caramel quickly said, as he rubbed the back of his head. It had been a while since she had last whacked him. It was just like how she used to reprimanded him when he was younger.

"And don't slouch." She added over her shoulder.

Caramel suddenly straightened his back, as he sat up straight. "Yes, aunt Lilly." Next to him, Goldie began to snicker at him.

"And Goldie sweetie." Aunt Lilly said turning her head to Goldie. "No pony likes a tattletale."

"Yes, aunt Lilly." Goldie said, lowing her head down.

Once they all finished breakfast, Princess Twilight took them out and showed them around the shopping district.

"Whenever I come to the Crystal Empire with Rarity, she always drags me down here to do a bit of shopping, and of course to visit The Crystal Spa, which is famous for its mane care and styling methods." Princess Twilight explained as they walked along.

"Ohhh, I can really use a spa right now." Goldie said as she checked herself out in the reflection of a nearby shop window.

"Actually that sounds like a really good idea. We'll be meeting the ruling family of this kingdom and it would be nice to not look like we just slept on the train." Aunt Lilly added as she stepped up next to Goldie. Holding Cinnamon up aunt Lilly looked down at her. "And it will be a good opportunity to introduce the joys and pleasures of a spa to this little filly."

Caramel resisted the urge to moan out loud. All the mare's with the exception of Blueberry were chatting happily as Princess Twilight lead them to The Crystal Spa. Caramel was last through the door as they all entered the spa, coming to a stop he looked around and saw some very strange sights.

Atop of a pair of tables, two mare's were being wrapped in what looked like seaweed, with another mare lounging back with some kind of paste spread all over her face with two slices of cucumber over her eyes. A stallion with a white towel draped over his back opened a door, and as steam poured out, he stepped in shutting the door behind himself. Why do they do these things? Caramel wondered.

Aunt Lilly spoke with a unicorn mare that walked up to them and after a short conversation the unicorn mare waved over some spa workers who happily lead the group into the back. Caramel looked around and saw some chairs he could sit in while he waited. Just as he sat down a pretty pegasus mare walked up to him and held her hoof to the side.

"Please come this way sir." She said to him.

Blinking in surprise Caramel gave his head a shake. "Oh! It'll just be them. I'll wait here for them to finish."

The pegasus mare smiled at him as she touched his shoulder, urging him to follow her. "I'm sorry sir, but they were very insistent that you be included, and if you were thinking of trying to get out of it, then Mrs. Lilly said to tell you that you don't have a choice. So if you will come this way, we'll get you started with a nice mineral bath."

Caramel glanced over at aunt Lilly and saw her looking back at him, she then gave him a stern look as she gestured for him to follow the pegasus mare. Letting out a sigh, Caramel gave in and let the spa attendant lead him away.

The mineral bath she was speaking of turned out to be a warm pool of funny colored mud. Laying against the side of the pool, Caramel hummed to himself as he relaxed, finding that soaking in warm mud felt better than he thought it would. A light tap at his shoulder made him open his eyes and look up, standing above him was the pegasus spa attendant, Velvet Petal.

She waved for him to climb out, once he was out of the mud she directed him to stand over a grate where she and another helper used curved flat edged wooden scrapers to scrape the mud from his coat. Once they had him relatively cleaned off, she took him to a shower where she sprayed him all over to wash off the rest of the mud, once she finished cleaning she took him to a normal bath that smelled of rose petals and had him climb in. The water was perfect, and his skin tingled as he submerged himself.

"There are natural conditioners in the bath that will make your coat shine and feel silky smooth." Velvet Petal said as she applied a shampoo to his mane and began to scrub it in.

As Velvet Petal worked on his mane, Caramel looked around and saw that aunt Lilly was holding Cinnamon so a spa attend could carefully work on her little hooves. On the other side, both Goldie and Blueberry had their faces covered in some green colored past, and the last time he saw Princess Twilight and Starlight Glimmer, they were being lead into a back room by a pair of well toned stallions with white towels draped over their shoulders for a nice massage.

Running water over his head, Velvet Petal washed his mane out, having him then step out of the tub she rubbed a towel over his body as she dried him off. He was then passed off to a yellow unicorn mare who set him in a seat and used a blow dryer to dry him the rest of the way, then with a comb and brush, she got to work on his mane and tail as she worked out all his little knots and kinks.

Caramel could not recall ever feeling this fresh and vitalized before, looking down at himself he saw his coat had a nice glossy shine to it and whenever he moved his head his mane would ripple and flow along with his movements, even swishing his tail made it move about in light waves.

Sitting down, he waited for the others to finish. The reading materials that they provided were old and mostly mare related, finding a Equestrial Geographic, Caramel began flipping through its pages and found an article on the creatures of the frozen northlands of the Crystal Empire.

It spoke of the Polar Wolves, and how they were related to the Timber Wolves found in the wild forests like the Everfree Forest near Ponyville. And just like how the Timber Wolves would feed on the life energy of their prey, the Polar Wolves would feed on the warmth given off by a living body. They would clamp their ice teeth down on their prey and draw out all the heat until nothing was left but a frozen corpse.

Caramel shivered at the thought of having a pack of Polar Wolves snapping and biting at you until you collapsed from cold and exhaustion, where they then surround you and the last thing you feel is their cold icy teeth clamping down onto your body, where whatever warmth you still posses get pulled out of you.

Next the article spoke of the mysterious Giant Snow Apes, and how not much was known about them. Pictures of them were rare, for they tended to shy away from ponies, preferring to keep their distance, as their great white shaggy fur coats helped them blend into the snow with remarkable efficiency.

When the article described the Shivernakes, it gave him the shivers. A single bite from one would leave its victim with a frostbit around the wound and their venom would freeze the blood, and the victim would be racked with shivers until their heart would give out from the strain. Shivernakes tended to hide in the snow and bite at passing ponies, and not much was known about what they fed on.

And the last creature in the article was about the Windigos. Apparently they were still being spotted whisking around in the northern wastelands, but as long as you didn't feel any negative hate or anger they tended to leave you alone, and any feelings of love or happiness seemed to drive them away.

The sound of hoofsteps aproching caused him to look up and spot aunt Lilly as she walked up to him carrying Cinnamon. It looked like ten years had been taken off of her, aunt Lilly's lavender peach coat looked bright and silky, and her hooves had been manicured until they glistened.

"Wow, aunt Lilly, you look amazing." Caramel said as he admired her.

Cinnamon was burbling excitedly as she squirmed in aunt Lilly's grasp. When Caramel looked at her he suddenly gasped as he leaned in closer and rubbed a hoof along her coat. She wasn't white, there was a very slight cream color to it that was hard to make out.

"Ahh, you seem to have noticed her color." Aunt Lilly said, noting his sudden interest.

"She's... not white?" Caramel asked, feeling a bit stunned at the revaluation.

"They use special herbs and minerals in their shampoo's and conditioners that will brighten and enhance a ponies natural color, and apparently it drew out the cream color in Cinnamon's coat. The spa attendant says that Cinnamon's natural color should darken slightly and become more noticeable as she grows older." Aunt Lilly explained.

"Oh I feel so much better." Goldie said as she and Blueberry joined them.

Caramel couldn't help but admire the pair, both their mane's now had a lively bounce to them, and somehow they managed to return Blueberry's coat back to her original light cornflower blue color. They both had a healthy glow about them now, and they looked to be more energized and happy.

"You two look incredible!" Caramel said as looked over the two. Lifting a hoof he signed the same to Blueberry, who blushed at his complement.

"Your looking pretty good yourself there stud." Goldie replayed as she stepped up close to him and nuzzled him affectionately.

"Oh good, your all ready." Princess Twilight said as she walked up to them with Starlight Glimmer by her side. "Cadence sent back a reply to my message and she is waiting for us."

"Then I will take care of the bill." Aunt Lilly said as she passed Cinnamon over to Goldie.

"Oh my! Don't you just look absolutely adorable!" Goldie exclaimed as she lifted Cinnamon up and nuzzled her belly. Suddenly she paused as she looked closely at Cinnamon.

"Yeah, I noticed that too. Apparently she's a very light cream color." Caramel said when he saw her scrutinizing Cinnamon's coat.

"I never noticed that before." Goldie said stunned, as she started to closely look at Cinnamon's mane to see if there was any change there as well.

Just then Aunt Lilly finished and rejoined them. "Okay, all set." She said to Princess Twilight.

"Right, lets be on our way, Cadence is waiting for us." Princess Twilight said as she started for the door.

They could see the sparkling spire of the palace as they approached the center of the city. Being the tallest structure in the city it was hard to miss, and it was deceptively farther away then you would think. Caramel took Cinnamon from Goldie when she grew tired from walking on three of her legs. Goldie smiled at him gratefully as she walked along next to him, relieved that she could walk on all fours again.

Blueberry walked next to aunt Lilly, as the two pointed out various sights to one another. Idly Caramel looked about, he couldn't help but notice that none of the crystal ponies he had seen so far shined or sparkled like crystals, all the ponies he had seen since he had arrived looked just like normal ponies.

As they drew closer to the palace Caramel noticed that it was sitting on four swept out legs, with Crystal Empire banners hung down from the archways. Crossing though a large courtyard, Princess Twilight lead them under the palace where they got their first view of the Crystal Heart.

There were Crystal Guards stationed around the open area under the palace where the Crystal Heart was on display, as well as flanking the doors that lead up into the palace from the four legs. Letting out a collective gasp of awe, the group stepped up close to the Crystal Heart, where it was floating in the center under the palace.

Stopping next to Goldie, Caramel held Cinnamon up so she could look at the pretty stone. She burbled happily and flailed her little hooves at the shinny heart as it floated just before them. It was about the size of a pony's head, and it slowly rotated showing them the fine facets and angles that sparkled with the late morning sun.

"It's so beautiful." Aunt Lilly said, and next to her Blueberry signed a few words that meant the same thing.

Caramel felt Goldie lean into his side, turning he smiled at her as he nuzzled her behind her ear where he knew she liked it. Unnoticed by the pair the Crystal Heart began to pulse with a pink light.

"Twilight!" A voice cried out excitedly.

Hearing her name being called, Princess Twilight turned and happily rushed up to a light pink Alicorn, where much to all of their surprise they then started to dance in place while singing a rhyme.

"Sunshine sunshine, ladybugs awake! Clap your hooves and do a little shake!" They ended with a very unprincesslike shake of their rumps at each other. It was quite the sight to see, two Alicorn princesses acting like two schoolyard filly's as they greeted each other.

"Twilight! Why didn't you send word you were coming sooner?" Princess Cadence asked as she hugged Princess Twilight.

As Princess Twilight explained what her visit was about, Caramel and Goldie heard a little voice call up to them.

"Hi." The voice said shyly.

Caramel and Goldie both looked down and saw a little rosey shaded pink filly looking up at them with the most adorable eyes they had ever seen.

Bending down Goldie smiled at the little filly. "Why, hello there, what's your name sweetheart?" She asked.

The filly scrunched up her face as she thought about it, after a short time she then let out her breath and looked back up. "Name? What is name?" She asked cocking her head to the side in confusion.

Turning to Caramel Goldie bit her lip. "She is so adorable." She said before looking back to the filly. "Sweetheart, what does your mommy call you?"

The filly smiled. "Sweetheart!" She pointed her hoof at Goldie. "Mommy calls me Sweetheart!"

Caramel grinned at Goldie as she blinked in surprise. "Goldie, are you keeping something from me?"

Goldie shot Caramel a, not the right time glare, before looking back to the filly and giving her a smile. "I'm sorry, but I'm not your mommy. Do you know where your mommy or daddy is?"

The little filly smiled and nodded, pointing her hoof at Goldie. "Mommy!" Then she turned her hoof to Caramel. "Daddy!"

Goldie lifted her eyebrow at Caramel. "Now who's the one keeping secrets, huh?"

"Yeah, yeah, It's only funny the first time." Caramel said with a grin. Lifting his head up he looked around "I wonder where her parents are?"

"I think I am going to have something to say to them when they do show up. It's completely irresponsible of them to just let their little filly wonder around like this. How can a parent be so careless with their foal?" Goldie muttered.

"Ahh, Goldie." Caramel said calling out for her attention, his tone sounded confused. "Where is everypony?"

Goldie gave him a glance. "What do you mean? Did they all leave without us?"

Shaking his head, Caramel spun himself around as he searched all the directions. "I mean where is everypony? Not just our little group, but the guards, and all the visitors and tourists that where just around us a minute ago." Nodding his head out towards the city. "All the streets are empty as far as I can see, everypony seems to be just... gone."

Goldie was also looking about, seeing that Caramel was right, and that there was absolutely no ponies in sight. Looking over at Caramel "What's going on?" She asked, sounding worried.

"I don't know." Caramel tried to keep his voice calm, but he wasn't sure how successful he was. Looking back at the filly, Caramel started to wonder if she could be behind whatever this was. Sitting down he smiled at her and gestured for her to come closer. "Do you know what happened to all the ponies that were here with us?" He asked, keeping his voice soft and pleasant.

Approaching him, the filly paused and silently shook her head at his question. Looking closely at her he couldn't see any malice or cunning in her eye's, she just seemed like a normal little filly. Looking up at him with her wide eyes, she stepped closer and reared herself up and rested a hoof against his leg as she looked closely at Cinnamon.

"Who that?" She asked curiously as she leaned in close to Cinnamon.

"This is Cinnamon." He said, bending down slightly so she could look at Cinnamon more easily.

"Why so tiny?" She asked, looking up at him for an answer.

Goldie stepped up next to Caramel and sat down. "Because she is still just a baby, it will take time to grow bigger."

"Bigger like me?" The filly asked looking over at Goldie.

Nodding, Goldie smiled. "Yes, bigger like you."

The filly looked back at Cinnamon. Bending down she lightly kissed Cinnamon. "I like Cimmamim, she has lots love for mommy and daddy. I can's feel it" Lowering herself back down she let out a yawn and turned to Goldie. "I is tired now, wants be held." She held her hoof up, imploring Goldie to pick her up.

Not sure what to do Goldie glanced at Caramel for a very brief moment. It was undeniable that there was something very unusual going on, but as to whether the filly was responsible was unclear. From what they could tell, she seemed to be just a normal little filly, who was lost and wanted to be held. Making up her mind Goldie scooped the filly up and held her cradled in her hooves.

The filly let out a big yawn, as she nestled herself into Goldie. After smacking her lips a few times, the filly's eyes drooped shut as she drifted off to sleep.

"And since you were having trouble getting the farmers to adjust to more modern farming practices I thought that Caramel and Golden could look things over and offer some advice." Princess Twilight voice suddenly rang out, continuing her conversation with Princess Cadence like it had never stopped.

Blinking in surprise Caramel and Goldie both looked around. They were both standing just in front of the Crystal Heart just like they were a few minutes ago, and the filly was nowhere to be seen, having vanished right out of Goldie's cradled leg.

"What the!?" Goldie exclaimed in confusion. Every pony was back where they were when they last saw them, it was like no time had passed since the moment they met the filly.

Blueberry was standing to the right side of the Crystal Heart from them and she was looking over at the pair with an inquisitive look. "Everything alright? You both look like you just saw a ghost." She signed to them.

"Did you notice anything unusual? Or see a little filly? Goldie asked, hoping that Blueberry might have seen something.

Blueberry shook her head. "No, nothing unusual, nor any filly besides Cinnamon." She answered as she looked the two over. "Why? Did something happen?"

Sitting back onto his haunches, Caramel leaned back so he could sign while holding Cinnamon. "We'll fill you in latter." Turning to Goldie. "I think we should just keep this new event private for now, we have enough on our plate already."

Goldie looked at him as she thought about it. "Are you sure? It could be important."

"Whatever that was, it seemed different." Caramel explained. "This time we weren't alone. Cinnamon was there with us, as well a the strange filly too." Caramel rubbed at his chin. "I'm not sure but it sort of felt like we were being reached out to."

"By the filly?" Goldie asked.

"I... think maybe so." Caramel said thoughtfully. "If it was her, she didn't seem to be trying to hurt us."

"Caramel, Goldie!" Aunt Lilly said as she stepped up to them. "That's enough gaping at the sights. Come along, Princess Cadence would like to meet you." She said nudging the pair towards the waiting princess. Pausing she pointed her hoof to Blueberry and gestured for her to follow. "Come along, your not getting left out."

Caramel didn't know how he should act in front of Princess Cadence. Should he bow or kiss her hoof? Suddenly he worried if he should do both.

Goldie glanced at him and let out a sigh, and nudged him with her shoulder. "Stop tensing up, your walking like you don't have joints, and that's making you look silly." She murmured to him.

"Sorry, I'm just a tad nervous." Caramel whispered back.

"Well stop it." She growled at him. "Try thinking of something relaxing, like when I'm nibbling on your neck when we're alone in bed together."

Caramel started to turn red as he came to a stop. "That is the opposite of relaxing!" He sputtered at her in a loud whisper.

"I don't know, I kind of find it relaxing." Goldie murmured with a smile.

Caramel had to shake his head to clear it of the naughty thoughts he suddenly had running through it, before he resumed his approach to the princess.

Princess Cadence was still chatting with Princess Twilight when Caramel stopped with Goldie just before them. He couldn't help but compare the two princesses as they stood close together. Princess Twilight was average height and pretty in a plain sort of way while not wearing any accoutrements of her office as princess of friendship. In contrast Princess Cadence was very tall and regal, her mane well cared for and styled so that is flowed down in an elegant cascade. Around her neck she wore a slim gold necklace and sitting atop her head she wore a small gold tiara set with a amethyst stone in the front and a large and very rare purple pearl set into the tip.

"Its too bad you missed it, she's been walking for a week now. When she took her first steps Shinny looked like he was about to bounce off the walls, he even bought all the guards a round of drinks to celebrate. Now he spends half the time chasing her around until he collapses in complete exhaustion." The two laughed, before Princess Cadence continued. "For a diapered little filly, little Flurry sure can get around and find trouble. Just yesterday she was found wandering around a ledge just outside her nursery. The guards had to restrain Shinny from trying to climb out onto a ledge that was half his width to get her, luckily the pegasus guards were quick to act and no harm came to her, or Shinny. We now have a magical seal on the window keeping her from magicking it open or passing through it, at least I hope so." She paused as she scratched at her chin in thoughtful worry.

Princess Twilight noticed Caramel and Goldie and realized that they were waiting. "Oh, here are the two I was mentioning." Princess Twilight held out her hoof to the pair. "This is Caramel, and Golden."

Looking over at the two, Princess Cadence smiled. "Thank you for your offering to help out with my farmers, they have been quite stubborn about giving up their traditional ways of farming and adopting the more modern ways that are available now."

Feeling that it was the appropriate thing to do, Caramel bowed his head down, while next to him Goldie gave a little curtsy. "We are happy to help out with whatever we can." Caramel said polity.

"That's right Princess, we're at your service." Goldie added with another curtsy.

"Now, Twilight also mentioned that you two have a spell on you, and she wanted me to take a look at it." Princess Cadence glanced over at Princess Twilight with a somewhat amused expression. "It's not often that I know more about something then she does, so this is kind of a treat." Princess Cadence said as she started to look around. "Twilight, didn't you say you brought the unicorn who put the spell on them, with you?"

Princess Twilight nodded and turned her head to look. "Well yes I did, he's right over...?" Princess Twilight paused as she looked around, her brows furled as she thought back to when she last saw him. "Starlight? Have you seen Twirlshine around?"

Starlight Glimmer pursed her lips and shook her head. "No, sorry I haven't."

Princess Twilight looked to the rest of the group. "Have any of you seen Twirlshine?"

They all looked around at each other but none offered an answer. Goldie turned and signed the question to Blueberry who thought a moment before she nodded.

"Blueberry says that she saw him." Goldie announced.

"Really? Where?" Princess Twilight asked.

Goldie asked and watched as Blueberry replied. "She says she saw him on the train, still asleep in the sleeping car." Goldie said.

Everypony stood mute as they all stared at her.

"Did we leave him on the train?" Aunt Lilly asked, breaking the silence.

"Do you suppose he's still there?" Starlight asked, her voice sounded dumbfounded that this could have happened.

"Sargent!" Princess Cadence called out, and a guard with silver in his helmet plume quickly stepped up to the princess. "Please go down to the train station and see if..." Princess Cadence turned to Princess Twilight. "What was his name?"

"Twirlshine." Princess Twilight answered, shaking her head in disbelief that everypony had forgotten him and left him behind.

"See if you can track down where Twirlshine got off too." Princess Cadence ordered.

"Yes Princess." The Sargent said with a salute before hurrying off.

A pony in a nice suit hurried up to Princess Cadence and urgently started to speak to her.

Princess Twilight was still in shock over forgetting Twirlshine. She felt so bad about it, she was considering going down to the train station herself to help search for him, and to apologize to him for being so rude to him. Turning she took a few steps to catch up with the Sargent that had left when she suddenly ran herself into a wall.

Stumbling back she fell onto her rump. Rubbing her nose, she blinked at what she had just run into, and her eyes widened as she saw the golden yellow coat and blue mane of Flash Sentry as he smiled down at her.

Her cheeks turned red as he reached his hoof down to help her back up onto her hooves. "We need to stop meeting like this." He said as he helped her up.

"I'm sorry, I didn't mean... I wasn't watching... I didn't see..." Princess Twilight's thoughts all jumbled together as she tried to compose a coherent sentence. She couldn't believe that she was babbling, she never babbles.

Goldie watched the exchange between the two and started to smile, leaning over she gave Blueberry a nudge and gestured her head for her to watch as well.

Princess Twilight was blushing up a storm as she took a deep breath and let it out in a calming exercise that Princess Cadence had taught her. "I'm sorry for bumping into you." She managed to get out.

Flash Sentry smiled and shook his head. "Don't be, It's always nice to run into you."

"Twilight, I'm sorry but there is something I need to see to, oh! Lieutenant Flash, perfect timing." Princess Cadence said as she gave a sly glance at Princess Twilight. "Please escort Twilight and her guests to the guest rooms in the palace."

"It will be my pleasure to do so." Flash Sentry said as he saluted. Turning he addressed the group. "Please follow me." He moved off towards one of the doors that were in the palace legs. Princess Twilight, with her wings ruffled paused a moment to gather herself before she quickly followed after.

Caramel followed after with Goldie staying by his side. Once they passed through the large double doors into the swept out leg of the palace, they found there before them the largest circular stairway they had ever seen. Walking to the center, Caramel stared up in wonder, not only did the stairs circle around they also followed the slanting slope of the palace leg as it went upwards. It was all made from crystal, as it looked like it had all been grown into shape, flowing upwards in one continuous structure, with no seams or mortar points to weaken it.

"Don't you dare do it." Goldie warned Caramel as she stepped up close to him.

"What?" Caramel said defensively.

Planting her hoof to his chest, she lowered her ears at him. "Don't you what, me." She growled at him. "I know what your thinking and your not going to slide down the banister, so get that thought out of your head." She said, with a stern voice.

Caramel couldn't help but give her a slanted grin as he looked back up. "Don't worry, I wasn't thinking of riding the banister down, which is a good idea by the way." He said with a playful shoulder bump. "What I was thinking of, was whether a sled would be able to go all the way down the stairs, and what that would be like."

Goldie blinked at him for a moment, before she looked up along the giant slanting circular stairway, wondering what that would be like. With a shake of her head she banished the thought. "No. Your not going to do that ether, no matter how fun that sounds. We are guests here and we are not going to wreck the palace, so your going to be on your best behavior, and so help me if you embarrass me then I am going to have the guards throw you into the dungeon. I'm sure they have a dungeon here somewhere. Who knows, perhaps they even have a nice oubliette I could use."

Swallowing, Caramel nodded as Goldie took her hoof from his chest.

"Good, now come along sweetheart, lets not get left behind." Goldie said with a smile.

Behind the pair, two guards who where flanking the door glanced at each other.

"That does sound fun." One guard murmured to the other.

"Your going to get us thrown into the stockade again." The other replied with a sigh.

After a exhausting number of steps they finally made it to the first floor. Stepping out into a large hallway, Caramel and Goldie followed the group as they made their way towards what seemed the center of the palace. Passing through a large archway, they walked out into a large open atrium where a pair of grand staircases wrapped around the sides to join in the center as they came back around to the next floor.

The floor of the atrium was made of crystal just like everything else, but somehow they managed to create a colorful geometric design in the center that was absolutely stunning to look at. Pausing, Caramel lightly scuffed his hoof on the floor in wonder, it appeared the colors were set deeper into the floor then the surface they were standing on, and the effect was awe inspiring, how they manage to make this a thousand years ago, he couldn't fathom.

Climbing up the grand staircases the group came out on a large landing that had several hallways leading off in several directions. Flash Sentry indicated down the hallway that lead to the right.

"That way is the kitchens and staff apartments, and the hallway in the center leads to the grand ballroom and throne room, the hallway to the left is where the library, main dinning area and sitting rooms are." Turning he lead the group around the landing that overlooked the atrium below to the last hallway to the back. "This way leads to the royal quarters and private guest rooms, please follow me."

Caramel felt a nudge and looked over at Goldie and she grinned at him. "Did you see that? Princess Twilight can't keep her eyes off of him."

"Who? Lieutenant Flash?" Caramel asked glancing at the Princess, trying to see what Goldie meant.

Goldie let out an exacerbated sigh. "I swear, don't you ever notice these things? Even Blueberry noticed." She said as she moved off to walk along with Blueberry.

Caramel could only blink and shake his head. Why mares got excited about these things he would never know. Switching Cinnamon to his other hoof, Caramel followed after the group.

Flash Sentry lead them down the hallway to a large room with several hallways branching out from it. The room had a comfortable seating area with large cushioned couches, with elegant carpets strewn about, next to it was a large arched double glass doors that lead out onto a porch that had several tables and chairs set up for ponies to have brunch or tea while enjoying the majestic views of the city.

Off to the side was a large room that branched off, with most of its walls covered with book shelves, stuffed full of books. A small fireplace was set in the corner so a pony could enjoy a little fire while reading in a padded chair.

Sniffing the air, Caramel looked down at Cinnamon. There was a familiar fragrance coming off of her.

"Aunt Lilly, do you know where is the diaper pack is? I need to change Cinnamon." Caramel asked, finding her down the hall inside one of the guest rooms.

"Oh, its over on the bed." She said, pointing over to where he could see the pack sitting atop the bed.

Taking the pack, Caramel spread out a blanket and started changing Cinnamon. He was amazed at how quiet she had been lately, she was only a little fussy during the walk over to the palace, surly she was starting to get hungry. Finishing with Cinnamon, Caramel set off to find where Goldie had gotten off to.

He found her with Blueberry as they both sat in one of the couches as they both surreptitiously watched as Flash Sentry and Princess Twilight quietly talking together next to the open door to the porch. With a shake of his head, Caramel walked over to the pair.

"Cinnamon should be hungry." Caramel said holding her out for Goldie.

"Oh, it has been a while hasn't it." Goldie said and she took Cinnamon. "Come on sweetheart, lets get some food into you." Adjusting herself, Goldie placed Cinnamon down at her teat, and in a few moments, loud wet smacking sounds announced that Cinnamon had latched onto her teat and was eagerly nursing.

Sitting across from them, Blueberry lifted her hoof and excitedly started signing. "She touched her mane again, that's the tenth time now!"

Glancing at Princess Twilight, Caramel saw her brushing back her mane as she spoke to Flash Sentry. "How long are you two going to watch them? He asked, signing his question.

To answer, Blueberry pressed her hooves to her cheeks and made kissing sounds.

"She's right, they are totally adorable together." Goldie added.

"Twiley!" A male voice called out.

A white unicorn stallion rushed up to Princess Twilight and swept her up in a hug.

"Twiley, why didn't you send word that you were coming? I would have met you at the station!" He said before he set her back down. Flash Sentry was now standing at attention just to the side.

Smiling as she once again brushed back her mane, Princess Twilight got her balance back. "Shinny, you don't haft to meet me at the station every time I come to visit. I didn't send word this time because I sort of just rushed out when I found I needed Cadence's help with something."

"My sister Twiley actually needs help with something? Have I finally seen the day?" Shinning Armor said jokingly as he grinned at her.

Princess Twilight smirked and shook her head. "Nopony is perfect, even I need help, and I believe that Cadence knows more in the field of the heart then I do."

Shinning Armor's ears perked up as he suddenly looked at her sharply. "The heart!? Are you saying your in love with somepony!" Shinning Armor suddenly demanded, his voice becoming stern. "Who? Do I know him? He didn't do any funny business with you did he? Because if he did, I have a nice dark hole I'll throw him in for the rest of his life!"

Shinning Armor was puffing out his chest as he panted for breath, it looked like he was ether going to have a panic attack or a total freak out. Princess Twilight had backed up a few steps during his tirade, and Flash Sentry had actually stepped in closer, looking like he was ready to step between Shinning Armor and Princess Twilight.

Caramel felt a tapping at his shoulder and saw Blueberry urgently signing at him. "What did he say? What's happening?"

Quickly Caramel filled her in, as Princess Twilight's wings flared open, with a hard glare at her brother. Lifting her hoof Princess Twilight poked him in his chest.

"Brother, I am a grown mare and who I am or am not in love with is my business, and none of yours. If I find that you have ever threatened or hurt any stallions I may just so happen to like, then I am going to have more then harsh words to say to you, I will make your life a living Tartarus, so don't be sticking your nose into it or I just might take it off! Are you understanding me?" She was leaning in on him as he retreated back.

With his ears pressed down submissively, Shinning Armor quickly nodded as he withered under his sisters gaze. Nearby, Flash Sentry watched the exchange with wide eyes as he wisely chose to stay out of it.

"Good." Princess Twilight said, lowering her hoof. "Now the reason we are here is because of those two over there, Caramel and Goldie. They had a odd spell cast on them and its having some unexpected results, and I brought them here to see Cadence, and get her opinion on it." Princess Twilight explained as her voice returned to its normal soft tones.

Shinning Armor blinked a few times at her before he began to blush in embarrassment. "I'm sorry. I was being an idiot."

Nodding, Princess Twilight patted him on his shoulder. "It happens to all of us at some point. You more than normal." She said give him a jab.

Just then Goldie let out a surprised squeal that made every pony jump and look over in alarm at her. Clutching at her chest, Goldie panted for breath. "I'm sorry, it's just she surprised me."

Curious, Princess Twilight and her brother Shinning Armor moved closer to see what had surprised Goldie. What they saw made them gasp in shock.

"I don't know where she came from, she was just there suddenly." Goldie said, looking back.

Nestled against her side, a second little filly was now nursing alongside Cinnamon. She was very light pink with a violet and light blue mane. A little stubby horn could be seen atop her head with a pair of little wings tucked away along her sides.

Caramel glanced about, trying to figure out how the foal had managed to get all the way to Goldie without anypony seeing her. "She's pretty sneaky to not get noticed by any of us."

Shinning Armor looked down at the scene with a mortified expression. "I am so sorry about this. Flurry is supposed to be in her crib taking a nap." His horn lit up and Flurry lifted up in his magic.

"Wait, not like that!" Goldie exclaimed just at Flurry was pulled forcefully from her teat, causing Goldie to let out a painful cry when the filly popped free.

Flurry immediately kicked up a fuss and let out a very loud cry. Caramel and the rest in the room flinched at the shear volume the little filly was able to reach with her wailing. Princess Twilight turned to her bother and gave him a very sound whack to his shoulder.

"You idiot! You never pull a foal off a teat like that!" Princess Twilight exclaimed. "Do you know how much that hurt Goldie!?"

Withering under her verbal assault, Shinning Armor flinched back. Princess Twilight then took Flurry in her magic and brought her to herself, taking her into her hoof she made shushing sounds as she rocked her.

Feeling completely stupid again, Shinning Armor looked over at Goldie. "I'm sorry, I wasn't thinking. I didn't mean to hurt you." He said apologetically.

Wiping the tears from her eyes, Goldie gave him a forgiving smile. "Its alright, the pain's already fading a bit."

Flurry continued to wail loudly, kicking her little hooves around in a fit as Princess Twilight tried to calm her, finally she gave a sigh and looked over to Goldie. "Goldie, I'm sorry for asking this but do you mind if she..." She paused as she wondered if she was asking too much from her.

Goldie understood what she meant and smiled as she nodded her head. "It's okay, I don't mind."

Princess Twilight let out a relived sigh as she lifted Flurry up in her magic and set her down next to Cinnamon, Goldie flinched for a moment when Flurry fond her teat and begin suckling.

"Was that wailing coming from Cinnamon?" Aunt Lilly asked as she walked down the hallway to them. "I've never heard her scream that loud before, is there something wrong?"

"We had an unexpected and sneaky guest who has taken a liking to Goldie, and didn't like it when she was taken away." Caramel explained as aunt Lilly walked up to them.

Aunt Lilly paused and blinked at the sight. "Oh my..." She said in disbelief. "Is she who I think she is? She must be, how many other baby alicorns are there around here."

Looking up, Goldie smiled. "Well aunt Lilly, meet her imperial cutieness, Flurry Heart."

After a short while, both Cinnamon and Flurry were both sound asleep. With Shinning Armor's permission, Caramel and Goldie carried the two to the royal nursery and set them both down inside a crib. The moment they were set down, they both roused enough to moved in closer to each other so that they could cuddle together.

Shinning Armor was gaping at the sight, as his little filly was finally going to sleep without a giant Equestrian shattering fuss.

A short time latter they all sat down to lunch that was brought up to them by the kitchen staff. The private dinning table was loaded down with a small buffet of food for them to choose from.

Goldie had snagged a fruit bowl and was already eating, when Caramel sat down next to her with his plate of mashed potatoes, beans in molasses sauce and a baked sweet potato with butter and cinnamon on top. All around the table the others were already digging into their chosen meal.

"Where is Starlight? I haven't seen her in a while." Goldie asked, as she slid a bowl of lettuce over to Caramel and poked at him to eat his greens.

Princess Twilight looked up from her salad. "Oh, she's off to met a old friend of hers." She answered, before she smiled smugly. "It was one of my friendship lessons that finally got her to reconnect with him, and renew their friendship." She said proudly.

"Wait, could that be why she was acting strange on the train?" Goldie asked curiously. "Is she sweet on him?"

Pausing with her magic holding her fork half way to her mouth, Princess Twilight looked at Goldie thoughtfully. "I'm not sure, she hasn't discussed him in that way to me, but I suppose it could be possible."

Just then Princess Cadence stepped into the dinning room and looked around. "I hope every pony is having a better day than I am." She said as she wearily sat down at the table with a sigh.

"Having problems?" Princess Twilight asked.

Lifting up a fruit bowl in her magic, Princess Cadence brought it to herself, as she shook her head. "Nothing new. It's just lord Round Stone being the perpetual thorn in my side he's always been since I assumed the throne." She said as she took a bite out of her fruit bowl. "He's resistant to any change towards modernization, and he continuously fights to have things return back to ways they were before Sombra took over."

"Let me guess, with his family on the throne." Aunt Lilly said.

"That's right." Princess Cadence said nodding. "And get this, he and his group of supporters want to turn the Crystal Empire back into a serfdom."

"Your kidding!" Princess Twilight exclaimed, dropping her fork. "That backwards system kept ponies in the dark ages for over two century's in Trottingham, why in Equestria would they want to bring it back here in the Crystal Empire in this day in age!?"

"For power of course." Princess Cadence replied bitterly. "Thankfully, the majority of houses support me, so his side is nothing but a headache."

Looking over, Princess Cadence considered Caramel and Goldie. "Your timing was actually quite fortuitous. I have set aside some land and I will be making a call for volunteers to come and farm it. I need ponies like yourselves to teach them how to use the new farm equipment I've had shipped in."

"We'll be glad to help out and do what we can for the ponies of the Crystal Empire." Caramel said with a bow of his head.

"Great, I'll be counting on you two." Princess Cadence said gratefully. "Now, on to the next piece of business. After we're done with lunch, Caramel and Golden, please join me and Twilight in my study so that I can be filled in on this spell you two are under. Twirlshine has yet to be located so we'll just haft to make do without him."

"Thank you, your majesty. We appreciate your doing this for us." Goldie said thankfully.

Princess Cadence's ears swiveling around as she suddenly started blinking in confusion. "Say, why don't I hear the piercing cry's of my precious daughter?" With a glance over at Shinning Armor, Princess Cadence cocked her head. "And why aren't you and the staff chasing her around like your usually doing at this time?"

Shinning Armor gave her a smile. "Right now, she's being a good little filly and taking a nap."

Princess Cadence gave him a disbelieving look. "Oh really. And how did you manage to do that?"

"Well apparently she's taken quite the liking to their little filly, Cinnamon." Shinning Armor explained. "And they both decided to have a slumber party."

"You should look in her crib." Aunt Lilly said with a smile. "They are making the most adorable filly pile together."

Princess Cadence blinked a few times. "Oh my, oh my. That does sound like something I would like to see."

Standing outside the palace, Bitternut stared up at the gleaming structure. He couldn't believe how bad things have gotten. How was he going to reach his half sister now he wondered. "Your going to haft to come out of there sometime, and when you do..." Bitternut ground his hoof into the courtyard, once she's back in his grasp, Bitternut promised himself that he was going to make her pay for all the trouble she caused him.

Next Chapter: Chapter 12 Estimated time remaining: 1 Hour, 28 Minutes
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The Secret Lives of Background Ponies, Caramel's Unexpected Family

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