Karsap takes a deep breath.

Karsap: Okay. I think I should get started.

?: Hey! What's this?!

Karsap: Huh? Who's there?

?: Hi there, author! I'm—

Karsap turns to the unknown individual.

Karsap : Hey! I haven't introduced you yet! Get outta here!

Karsap sighs as unknown individual leaves.

Karsap : Already, the fourth wall's breaking. And for the disclaimer.

Disclaimer: I own only the following: Charles d'Artagnan , and anything that doesn't happen in the show proper.

Also, here are some notes on the text format of this fic:

'word' - action is being pulled off either figuratively or by telekinesis

word - title or name of a literary work

Karsap : Now let's get started!

Chapter 1: Mare In The Moon

Once upon a time, in the magical land of Equestria, there were two regal sisters who ruled together and created harmony for all the land. To do this, the eldest used her unicorn powers to raise the sun at dawn. The younger brought out the moon to begin the night. Thus, the two sisters maintained balance for their kingdom and their subjects—all the different types of ponies.

But as time went on, the younger sister became resentful. The ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night. One fateful day, the younger unicorn refused to lower the moon to make way for the dawn. The elder sister tried to reason with her, but the bitterness in the young one's heart had transformed her into a wicked mare of darkness: Nightmare Moon! She vowed that she would shroud the land in eternal night.

Reluctantly, the elder sister harnessed the most powerful magic known to ponydom: The Elements of Harmony! Using the magic of the Elements of Harmony, she defeated her younger sister and banished her permanty in the moon. The elder sister took on responsibility for both sun and moon, and harmony has been maintained in Equestria for generations since.

Daytime in the unicorn city of Canterlot…

"Hmmm…"

Two ponies were reading what looked like an ornate hardback book. One of the readers was a unicorn pony with an orange coat, curved horn, brown eyes, two-toned yellow-and-red hair a large feathery mane and a feathered-like tail, black markings on the hooves, a curved muzzle, and on the haunch was a "cutie mark" which is the Fleur-de-lis. While one would assume this pony was a female, this pony was actually a male. This was Charles d'Artagnan an Musketeer pony currently on a break.

Next to him was another unicorn, a for-sure mare. She had a light purple coat, a dark indigo mane and tail both with a magenta and purple streak (and seemed to be properly brushed), dark violet eyes, and "cutie mark" consisting of a six-pointed pink star overlaid on a white one with five small white stars surrounding the two. This was his charge, Twilight Sparkle. While her bodyguard only showed casual interest, she on the other hoof took this rather seriously.

"Elements of Harmony…", mused Twilight, her voice marking her as a serious-minded thinker. "I know I've heard of those before. But where?"

A short while later…

Twilight and Charles were walking down a road, the former with the book they were reading in a pair of saddlebags slung on her back. Just then, they encountered three unicorns. Each of them had presents on their back.

"There you are, Twilight, Charles.", one of them said, a white mare with a pink mane, blue eyes, and three stars as her cutie mark.

"Twinkle.", greeted Charles in a casual, near-childlike tenor voice, then turned to the other two. "Minuette." A light blue mare with a two-tone mane of dark blue-and-white, blue eyes, and an hourglass cutie mark. "Lemon Hearts." A yellow mare with a cyan mane, dark blue eyes, and three hearts (two blue, one green) as her cutie mark. "What brings you to meet us on the road?"

"Moondancer is having a little get-together in the west castle courtyard.", explained Twinkle. "You want to come?"

"Would I?!" Charles seemed to be eager to come, then turned to his charge. "But I can only do so if she comes too."

Twilight recoiled a bit, and then said, "Oh, sorry, girls. I got a lot of studying to catch up on."

Charles then turned back to the trio in disappointment. "Well, considering her answer, guess I can't. Again."

Twilight then gave the trio a big grin and galloped off. Charles begrudgingly followed.

Twinkle sighed in disgust. "Does that pony do anything except study? I think she's more interested in books than friends." The three of them then went on their way.

"I know I've heard of the Elements of Harmony.", Twilight said to herself as she ran. As she and Charles crossed a bridge, they encountered two unicorn mares. One had a turquoise coat, gold-colored eyes, grayish cyan hair with white highlights, and a lyre cutie mark. The other had a pink coat, purple hair with a streak of a lighter shade, purple eyes, three brilliant-cut diamonds as a cutie mark, and was holding a small shopping bag in her mouth.

While Twilight bypassed the two without so much as an acknowledgement even as the turquoise mare raised a hoof in greeting, Charles greet them fast. "Hey there, Heartstrings, Amethyst Star." He then went on his way as he catch up with his charge towards an ivory-colored spire, climbing the staircase that spiraled around it. They made it to a pair of double doors. She slammed through them, knocking back someone on the other side, whom Charles saw. It was a light purple dragon. The spiny plates running from head to tail are green, his underbelly is a pale yellow-green, and he has darker yellow-green ears shaped as tiny bat wings.

"Spike! Spiiiike!", Twilight called before she noticed the dragon. "Spike?" The dragon, whose name was Spike, got up from what just happened to him, his green eyes spinning. "There you are."

"Don't slam through the door next time!", Charles scolded Twilight as he slowed to a stop next to the dragon. They were inside a library, with various scientific instruments—including a large hourglass—arrayed near the floor-to-ceiling windows on one side. Twilight ran ahead of them and was on the "main floor" of the library. As she searched, Charles and Spike walked up the small staircase that led from the entrance to the "main floor". Just then, Charles noticed a red gift box impaled on Spike's tail.

"Quick!", said Twilight as she looked around. "Find me that old copy of Predictions and Prophecies." She then turned to her companions with a puzzled look on her face. "What's that for, Spike?" Spike pulled the box loose from his tail.

"Well, it was a gift for Moondancer, but…" The bottom of the box fell out, dumping a damaged teddy bear that squeaked when it hit the floor. He was somewhat younger than the unicorns, but considering he was a dragon…

"Oh, Spike…" She proceeded to knock some books off a stack with her head. "…you know we don't have time for that sort of thing."

"But we're on a break!" Spike proceeded to go to one of the ladders in the library and climbed it.

"Yeah.", agreed Charles as he followed Spike. "As much as I like to read at times, to stay cooped up with you with no one else but Spike for days on end can drive even me nuts."

Spike turned to the orange unicorn. "Well, your orders with her is coming to an end soon, so you don't have to worry for much longer."

"Well, I'm still concerned for her, even if it's not exactly in my job description." Meanwhile, Twilight was telekinetically moving books around, her horn glowing brightly, looking for the Predictions and Prophecies book. "To be a reclusive shut-in won't do her much good."

"No…no…no…no, no, no!", Twilight groaned in spite of the many books she now has surrounding her. "Spike!"

"It's over here!", the dragon called as he held out a book. He was promptly dragged by the book as it was 'pulled' by Twilight. Before he could fall to the floor, Charles 'caught' him in time and 'set' him down safely on his back.

"Ah!" Twilight dropped the rest of the books and trotted off, levitating the one she got from Spike alongside.

"You should be more careful, Twilight.", said Charles as he 'picked up' the other books left behind and set them into a couple of neat piles, with Spike picking up one of those to sort in the library. As usual, his charge ignored him as she 'walked through' the book as it was propped on a table. "Yeesh. This library could really use a card catalog."

"Elements, Elements, E, E, E…aha!", Twilight proceeded to read the book. "'Elements of Harmony'. See 'Mare in the Moon'?"

Spike was now on a ladder, replacing books on a shelf. "Mare in the Moon?", he remarked. "But that's just an old ponies' tale."

Twilight just flipped more pages. "Mare, Mare…aha! The Mare in the Moon. Myth from olden pony times. A powerful pony who wanted to rule Equestria. Defeated by the Elements of Harmony and imprisoned in the moon." Meanwhile, Spike was slowly losing his balance on the ladder as Charles 'moved' the rest of the dropped books back in their places. "Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal." Twilight straightened with a gasp. "Spike, Charles, do you know what this means?"

"No.", said the dragon.

"Can't say I do.", admitted her bodyguard. Just then, Spike lost balance and fell down with a yell. Charles quickly moved to catch him as the dragon landed on his back. He also 'caught' the books Spike had and set them on the floor. Twilight came over and 'passed' a scroll and quill pen to Spike.

"Take a note, please.", she said as Spike got off of Charles. "To the Princess."

"Okey-dokey."

Twilight then paced across the room as he wrote what she dictated, "My dearest teacher: My continuing studies of pony magic have led me to discover that we are on the precipice of disaster."

"Hold on. Preci…preci…" Clearly, Spike was not familiar with the word.

"Let me spell it out for you.", said Charles as he went over to Spike. "P-R-E-C-I-P-I-C-E." As Spike wrote.

"For you see, the mythical Mare in the Moon is in fact Nightmare Moon, and she is about to return to Equestria and bring with her eternal night." Twilight continued to dictate. As she paced about, Charles thought he could see something strange in the hourglass. He walked up to it and when he lined himself up so that opposite him was a stone unicorn head in the room. As he did, he saw something that wasn't the stone unicorn head. It was something…sinister. Like a bad omen. He couldn't describe it, but catlike pupils were its most prominent feature. "Something must be done to make sure this terrible prophecy does not come true. I await your quick response. Your faithful student, Twilight Sparkle."

"Twi-light…Spar-kle.", Spike finished writing. "Got it!" This shook Charles off his senses as he shook his head.

"Great! Send it." When Charles looked back to see the stone unicorn head through the hourglass, all he could see was just that. Sighing, he walked over to his charge.

"Now?"

"Of course!"

"Uh…I don't know, Twilight. Princess Celestia's a little busy getting ready for the Summer Sun Celebration, and it's, like, the day after tomorrow." Twilight came over to Spike and went face-to-face with him.

"That's just it, Spike." She then straightened up, looking to the sun. "The day after tomorrow is the thousandth year of the Summer Sun Celebration. It's imperative that the Princess is told right away!"

"Impera…impera…"

"Important.", Charles and Twilight answered and end up throwing him off his feet.

"Okay, okay!" Spike took a deep breath, held the rolled parchment in front of his mouth, and blew a burst of green fire over it. The message burnt away, leaving only a tendril of sparkling pink smoke that snaked out a high window. "There! It's on its way. But I wouldn't hold your breath."

"Oh, I'm not worried, Spike.", Twilight replied in a smug tone. "The Princess trusts me completely. In all the years she's been my mentor, she's never once doubted me."

"There's a first for everything, you know.", commented Charles.

Suddenly, Spike's cheeks bulged as if he was about to vomit; instead, he belched up a burst of green fire that formed into a sealed scroll, which dropped to the floor.

"I knew she would want to take immediate action.", said Twilight as Charles decided to 'pick up' the scroll and open it.

"My dearest, most faithful student Twilight…", Charles read the scroll. "You know that I value your diligence, and that I trust you completely."

"Mmm-hmm."

"But you simply must stop reading those dusty old books!" Twilight gasped as that sentence seemed to hit her hard.

The next day…

Twilight, Charles, and Spike were now riding a pegasus-drawn, flying gold chariot that soared above the clouds and the landscape of Equestria. The two pegasi pulling it were white stallions in gold livery and shoes. They had two-tone blue tails and matching crests on their helmets, similar to those worn by soldiers in ancient Rome.

"My dear Twilight: There is more to a young pony's life than studying.", Spike now read the letter. "So I'm sending you to supervise the preparations for the Summer Sun Celebration in this year's location, Ponyville." The chariot passed through some clouds as the three passengers looked on. Ahead was a pleasant-looking small town of wood-frame, thatched-roof buildings bordered by a stream and mountain. To one side was a fenced fruit orchard.

While Spike continued to read the letter, Charles felt relieved that he was gonna have a change of scenery. However, Twilight was clearly not enthused over this job. "And I have an even more essential task for you to complete—make some friends." The purple unicorn hung her head over the side with a soft moan as Spike turned to her. "Look on the bright side, Twilight. The Princess arranged for you to stay in a library. Doesn't that make you happy?"

There was a long pause. Finally, she brightened suddenly. "Yes. Yes, it does. You know why? Because I'm right. I'll check on the preparations as fast as I can, then get to the library to find some proof of Nightmare Moon's return."

"Then when will you make friends like the Princess said?" The chariot began to descend as some of the populace watched them land.

"She said to check on preparations. I am her student, and I'll do my royal duty, but the fate of Equestria does not rest on me making friends."

"But that task is even more essential, according to the Princess.", said Charles as the chariot touched down. "Being an antisocial shut-in isn't gonna do you any good." Twilight ignored her bodyguard as the two pegasi whinnied.

"Thank you, sirs.", Twilight said to them as she, Charles, and Spike jumped off. As the pegasi smiled and huffed in response, the three gathered together as they noticed a pink earth pony (no wings or horns) walk their way. Her coat was cotton candy pink, her hot pink mane fluffy and curly, her eyes were cyan, and her cutie mark consisted of a trio of party balloons (two blue and one yellow).

"Maybe the ponies in Ponyville have interesting things to talk about!", commented Spike as the pony stopped in front of the trio and regarded them with narrowed, medium blue eyes and a smile. "Come on, Twilight, just try."

With uncertainly, Twilight managed to speak up. "Uh…hello?" The pink one responded with a massive gasp of pure surprise, a leap that left her briefly suspended in midair, and then she suddenly dashed off mid-air, nearly blowing the two unicorns' manes and tails off. "Well, that was interesting, all right."

A few minutes later…

The three walked down a road across the orchard they had seen upon arrival to Ponyville.

"Summer Sun Celebration Official Overseer's Checklist", Spike read the scroll Charles had pulled out. They reached an open fence gate leading into a farm: well, barns, barrels, hay bales, and so forth. Above the gate hung a wooden board with an apple-shaped cutout. "Number one. Banquet preparations—Sweet Apple Acres."

Just then, they heard what Charles recognized to be a Southern-accented female voice. The three stopped short and turned to their right. "Yee-haa!"

They saw a honey-orange pony who had her blonde mane and tail tied into a ponytail at the end with two red bands, white freckles on her face, green eyes, a brown stetson (cowboy) hat atop her head, and a cutie mark depicting a trio of apples. She raced up to one apple tree, which had several empty wooden tubs set around its base, then fetched its trunk a solid kick (or "buck") with her hind legs. The strike shook enough apples loose to fill the tubs in seconds. She lifted her head proudly and crossed one foreleg over the other.

Twilight just hung her head with a sigh and trudged forward. "Let's get this over with." Spike and Charles followed as she lifted her head and approached the earth pony with a polite smile. "Good afternoon.", she introduced herself. "My name is Twilight Sparkle."

Just then, her face contorted in sudden pain as the earth pony grabbed one of her front hooves and shook it vigorously. "Well, howdy do, Miss Twilight.", she replied. "A pleasure makin' your acquaintance. I'm Applejack. We here at Sweet Apple Acres sure do like makin' new friends."

"Friends?", Twilight's voice vibrated. "Actually, I—"

"So, what can I do you for?" Applejack let go and gave a wink.

Not realizing that her hoof had been released, Twilight was still unconsciously working it up and down. Spike finally stopped its motion and laughed as she gives him a dirty look. Charles merely rolled his eyes.

Twilight cleared her throat and gave a smile. "Well, I am in fact here to supervise preparations for the Summer Sun Celebration. And you're in charge of the food?"

"We sure as sugar are.", Applejack answered. "Would you care to sample some?"

"Well, as long as it doesn't take too long." Applejack zipped away to an iron triangle hanging on a rope. And she was ringing it.

"Soup's on, everypony!"

Before they knew it, Twilight, Charles, and Spike were are quickly swept up in a stampede of earth ponies, which shortly cleared to leave them dazed and seated at a table surrounded by some trees that had some awnings over them.

Suddenly, Applejack popped up next to them. "Now, why don't I introduce y'all to the Apple family?" Around them were the earth ponies that swept them up earlier.

"Thanks, but I really need to hurry." She was ignored as a piece of dessert was thrust in front of her, held by one of the family members.

"This here's Apple Fritter, Apple Bumpkin, Red Gala, Red Delicious…" As Applejack began to reel off names in an increasing tempo, one after another, each of the family members zipped to the table and deposited an apple-based food item before rushing off. "…Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart…" The stack eventually grew until it towered so tall that they had to climb up to see over it. "…Baked Apples, Apple Brioche, Apple Cinnamon Crisp…" Applejack popped up again and took a huge breath before continuing.

"Big Macintosh…" A large red stallion, a horse collar around his neck, a shaggy orange mane and tail, dark green eyes, white freckles on his face, visible yellow 'hooves', and half of a green apple as a cutie mark. He was balancing a cupcake on one hoof.

"Apple Bloom…" A yellow filly with amber eyes, a large pink ribbon on her rose-colored mane, and no cutie mark. A three-layer cake was balanced on her back, just behind her ribbon.

"…aaaaand…" Applejack stuffed an apple in Twilight's mouth before zipping off. "…Granny Smith." A lime green mare whose hair was white with age and are each tied in a bun. She wore an orange apple-spotted laced neckerchief, had an apple pie cutie mark, and was snoozing in a rocking chair. "Up and at 'em, Granny Smith! We got guests!"

Granny Smith woke up with a snort, opening her red-orange eyes. "Wha—?", she said as she shambled over, mumbling. "Soup's on…I'm a—here I come, I'm comin'…" Her joints creaked audibly as she moved to the table. Twilight still had her mouth full from the fruit Applejack shoved into it.

"Why, I'd say they're already part of the family.", Applejack said as she patted Twilight's back.

One mighty spit sent the chewed-up apple flying so Twilight can voice an uneasy giggle. "Okay, well, I can see the food situation is handled, so we'll be on our way." There was a collective sigh from the others.

"Aren't you gonna stay for brunch?", Apple Bloom asked as she gave Twilight the big sad soulful eyes.

"Sorry, but we have an awful lot to do. "

"Awww…", the entire Apple family sighed once again. Just then, Charles' stomach rumbled loudly.

"Could we please stay for a bite to eat?", he asked. "I kinda skipped breakfast and I'm so darn hungry."

Twilight gave a sigh and grumbled, "Fine." This earned her cheers from the family.

After brunch with the Apple family…

Spike came up a hill with the checklist. "Food's all taken care of.", he said. "Next is weather." Looking back, he saw Twilight trailing by several steps, her gut badly distended and her head nearly touching the ground. Charles wasn't nearly as full, but his pace had slowed as he walked behind her.

"I ate too much pie.", Twilight groaned in discomfort.

"Mmm-mmm.", Charles said in satisfaction. "That was the best meal I ever had. I think I can skip dinner today."

"Hmmm…there's supposed to be a pegasus pony named Rainbow Dash clearing the clouds.", Spike said as the three looked up to see several clouds.

"Well, she's not doing a very good job, is she?", said Twilight.

Suddenly, a multicolored blur flashed right in front of Charles and plowed his charge away. Charles turned to his right to see they have landed on a mud puddle. On top of Twilight was a cyan pegasus mare whose unruly mane and tail were both striped with all the colors of the rainbow (colors 'horizontally lined', warm ones closer to the head, and the cool ones 'outward' in the tail). She had magenta eyes and a cutie mark of a red/yellow/blue-striped lightning bolt issuing from a cloud.

Twilight groaned softly, muffled slightly by the mud, before the pegasus got upright with a big goofy grin. "Uh…'scuse me?", she laughed sheepishly as she leaned over Twilight, her voice raspy and tomboyish.

"Weren't you supposed to protect me from stuff like this?", Twilight grumbled to her bodyguard.

"Sorry, but normally I wouldn't have a full stomach.", Charles apologized as he patted it. "Also, I knew she didn't have any intention of hurting you anyway."

The blue pegasus laughed as she hovered a few feet up and Twilight groaned again. "Let me help you." And off she went, with Twilight having barely enough time to stand up before she pushed a gray cloud into position above the puddle. A few stomps on its top produced a quick shower that left Twilight clean, but also soaked from head to tail. "Oops. I—I guess I overdid it. Um… uh…how about this?" The pegasus then swooped down to fly in a tight circle around Twilight, creating a striped whirlwind that sucked all the mud out of the puddle. "My very own patented…Rainblow-Dry!" The pegasus then dropped to the ground. "No, no, don't thank me. You're quite welcome."

"Oh, really?", Charles snarked as they all looked to see the finished product: Twilight's mane and tail were a frizzed-out mess, not unlike those of the pink pony who bugged out on them earlier. She was clearly not amused and neither was Charles. Spike and the pegasus, on the other hoof, stifled a laugh and then gave it full voice, falling over in the process. The orange unicorn walked over and said, "Let me guess. You're Rainbow Dash?"

The pegasus bolted upright, pitching Spike away (who had fallen on her back as they laughed). "The one and only!" She got up and hovered to his face. "Why? You heard of me?"

"I heard you're supposed to be keeping the sky clear. The name's Charles." He then gestured to his companion with the frizzed-out mane. "This is my charge Twilight Sparkle. We and Spike there…" He gestured to the dragon. "…were sent by the Princess to check on the weather."

At that point, Rainbow was lounging on a cloud. "Yeah, yeah, that'll be a snap. I'll do it in a jiffy. Just as soon as I'm done practicing."

"Practicing?", Twilight asked. "For what?"

"The Wonderbolts!" Rainbow Dash pointed to a poster pasted on a far-off wall. Silhouettes of four pegasi streaked across its starry sky, while three more—two mares and a stallion—stood proudly in the foreground. All three of these wore goggles and blue-green jumpsuits, and their manes were electric blue. Three lightning bolts were displayed at the bottom, the center one having a pair of wings. "They're gonna perform at the Celebration tomorrow." Rainbow did a loop and landed on another cloud. "And I'm gonna show 'em my stuff."

Twilight smiled shrewdly, "The Wonderbolts?"

"Yep."

"The most talented flyers in all of Equestria?"

"That's them."

"Pffft! Please. They'd never accept a pegasus who can't even keep the sky clear for one measly day."

Rainbow got up and turned to glare at Twilight. "Hey. I could clear the sky in ten seconds flat."

"Prove it.", Twilight dared.

Rainbow Dash regarded the unicorns below her from beneath lowered eyebrows for another moment, sprung into action. Quickly she proceeded to kick apart one cloud after another. The wake of her movements blew Twilight's fluffed-up mane and tail back and forth as she, Charles, and Spike watched.

"Loop-the-loop around, and wham!"

After one last hit, the sky above Ponyville was left without a cloud in it.

"What'd I say?", said Rainbow Dash as she dropped onto the bridge over the stream. "Ten seconds flat. I'd never leave Ponyville hanging."

The jaws of Spike and Twilight hung wide open at this acrobatic display.

"You should see the look on your face!", Rainbow flew around and went up to Twilight. "You're a laugh, Twilight Sparkle. I can't wait to hang out some more." Before anyone could say anything else, she zipped away.

"Wow…she's amazing!", remarked Spike as he turned to the purple unicorn, then toyed with her mane and smothered a guffaw. She gave him a disapproving little groan and stalked away toward the pavilion. "Wait! It's kinda pretty once you get used to it!"

Inside the Town Hall…

Spike was checking the list again. Behind him and his companions, banners and flowers have been hung on the walls. "Decorations." Inside the pavilion was a single circular room. There were plenty of elaborate hangings as well as a plethora of adornments for the balcony railings. "Beautiful.", he breathlessly commented.

"Yes. The décor is coming along nicely.", said Twilight as they walked forward. This oughta be quick. I'll be at the library in no time. Beautiful, indeed."

Ahead, Charles could see a unicorn mare standing on a small dais at the back of the room. She had a white coat with a very faint gray tinge, a violet mane and tail done in loose elegant curls, sapphire blue eyes, and three blue, rhombus-shaped (like playing card-diamonds) jewels as a cutie mark. Her appearance and bearing marked her as the sophisticated type.

"Not the décor…her!", Spike replied, pointing to the unicorn, who was levitating a few ribbon samples for a closer look.

"No…no…no…oh!...goodness, no…hmmm…", she was saying to herself, her voice as classy as one would expect.

Charles turned to see Spike's irises replaced with hearts; he was obviously charmed. The dragon then groomed himself as hearts floated up, "How are my spines? Are they straight?", he asked.

Twilight just gave him a funny look before approaching the dais. "Good afternoon.", she greeted.

The white unicorn glanced briefly toward her before turning back to her work. "Just a moment, please. I'm in the zone, as it were. Ah, yes!" She tightened a glittering red bow on a post. "Sparkle always does the trick, does it not? Why, Rarity, you are a talent. Now, um, how can I help you—" The white unicorn turned around to see who she was talking to and trailed off into a cry of horror upon getting her first good look at Twilight's poofed-up wreck of a hairstyle. "Oh, my stars, darling! Whatever happened to your coiffure?"

"Oh, you mean my mane? Well, it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair."

"Out of my hair?", Rarity replied. "What about your hair?" She then started to gently bulldoze Twilight along.

"Wait! Where are we going? Help!"

The lovestruck dragon floated after the pair, using the end of his tail as a propeller. Charles just grumbled and followed.

Later…

Rarity had taken the three (well, just Twilight, but Spike and Charles followed) to an ornately decorated two-story building that bore a striking resemblance to an antique carousel (to Charles, that is), including the horses attached to the small upper story's support posts and the one painted on a sign above the front door. This was the Carousel Boutique, whose front door was split halfway up its height into two sections, each with its own knob. Charles noted that nearly every house in Ponyville shared the same design in doors. In the fields behind the building were several tall tents.

Everyone was in the showroom in the ground floor of the shop. The large showroom had several mirrors, a changing room, and a low platform for customers to stand on so they could see their reflection. Currently, Twilight was that "customer".

"No…no…uh-uh." Rarity was saying as she 'used' Twilight as a mannequin for a couple of dresses.

"Too green." A rather put-out Twilight was dressed as a four-legged Statue of Liberty .

"Too yellow." As a proper "Southern" lady.

"Too poofy." A Spanish dancer.

"Not poofy enough." Apparently, Equestria's equivalent of a 1950s teenager.

"Too frilly." A French noblewoman, complete with big white wig.

"Too…shiny." An…aerobics instructor? Charles was getting bewildered. Being a guy, fashion wasn't something he knew too well. All of the outfits had incorporated a saddle in its design, and Twilight's mane was done in an appropriate style, with her tail back to its usual shape.

"Now go on, my dear.", said Rarity approvingly as Twilight now wore a saddle bedecked with small jewels and a necklace bearing a large emerald, and its straps floated loose behind her with unicorn magic. The latter's mane was back to its normal straight style as well. "You were telling me where you're from."

Rarity grabbed the straps in her teeth and pulled. Twilight had risen to her hind legs, exposing a bracelet on a front hoof as part of the outfit as Rarity stood on her croup for support.

Twilight struggled to speak as she was strangled by the tightening of the straps. "I've…been…sent…from…Canterlot…to—"

Rarity let go in surprise. "Huh?" The two unicorn mares went in opposite directions; Rarity was first to get up. "Canterlot?! She rushed over to Twilight, who now had a still-drooling Spike and an neutral Charles behind her. "Oh, I am so envious! The glamour, the sophistication! I have always dreamed of living there! I can't wait to hear all about it." She then leaned close to Twilight, who backed up. "We're gonna be the best of friends, you and I." All of a sudden, her happy reverie broke when she took a good look at Twilight's new duds. "Emeralds?! What was I thinking? Let me get you some rubies!" Rarity then dashed off.

Twilight did the same thing, but in the opposite direction. "Quick! Before she decides to dye my coat a new color!" Charles grumbled before 'lifting' a still-lovestruck Spike onto his back and followed.

Afterwards…

Twilight had discarded the fancy saddle. Spike was no longer on his back, having been 'taken' by his charge so that he was now riding her instead of him.

"Wasn't she wonderful?", Spike said dreamily, Rarity still in his mind.

"Focus, Casanova.", said Twilight. "What's next on the list?"

Charles took out the list, then said, "Music. It's the last one."

The two unicorns stopped short upon hearing a fanfare being whistled somewhere up ahead; the three hid in some bushes (for some reason) and poked their heads out to watch. They could see several birds perched in a tree, with a light yellow pegasus hovering in front of them and facing away from them. She had long, straight pink hair that curled gently upward at the ends, and a cutie mark of three pink butterflies. Charles noted that one of the birds was singing out of time. Apparently, the pegasus noticed it too and spoke up with a soft, gentle, and timid voice.

"Oh, my.", she said. This got Charles slightly aroused as he gave out a "Wolf Whistle", which Twilight noticed as she gave another funny look. "Um, stop, please, everyone." There was silence as she flew up to the bad singer. "Um, excuse me, sir. I mean no offense, but your rhythm is just a teeny tiny bit off." She then resumed her position and so did the rest of the birds. "Now, follow me, please. A-one, a-two, a-one, two, three."

"Hello!", Twilight called, not only ending up startling the conductor, but scaring her entire vocal ensemble out of the tree.

"Oh!", the pegasus cried out as she turned to see Twilight and Charles, now out of the bushes.

"Oh, my. I'm so sorry. I didn't mean to frighten your birds. I'm just here to check up on the music, and it's sounding beautiful." The yellow pegasus touched down, looking at Twilight sidelong or not at all, and fidgeted one hoof against the ground without saying anything. The purple unicorn stitched a big grin across her face and let her eyes flick nervously back and forth for a moment before breaking the silence. "I'm Twilight Sparkle." The pegasus still avoided eye contact. "What's your name?" The pegasus mumbled, but neither unicorn could hear her words. "I'm sorry, what was that?" Even softer the pegasus spoke. "Didn't quite catch that."

Charles made a low whistle from just how well his charge was doing. "Allow me.", he offered as he pushed Twilight aside and walked up to the pegasus and held up her face so that she was looking at him eye-to-eye. "I'm terribly sorry for my charge here. She doesn't know how to socialize. Allow me to introduce myself. My name is Charles d'Artagnan. Would you please be kind enough to say your name?" He stared straight into her beautiful eyes somewhat dreamily (but not as much as Spike with Rarity) as if trying to charm her or something. Unfortunately, he barely got a whisper from her before she reeled back and squeaked, looking at him and Twilight sidelong, as if trying to disappear behind the hoof-length curtain of her mane. However, he managed to get his answer. "So…your name is Fluttershy, huh?" The pegasus nodded in affirmation as the birds returned to the tree.

"Well, um, it looks like your birds are back.", Twilight cut in as she looked up to the tree. "So I guess everything's in order. Keep up the good work." There was another tiny squeak from Fluttershy and the purple unicorn backed off slowly. "Oo-kay."

"Again, I'm sorry for Twilight here, Fluttershy." Charles called as he watched Fluttershy just stand there, eyes downcast and one of them hidden behind her mane. As Charles turned around, she finally peeked toward him and Twilight, as well as Spike, who had at last emerged from the bushes.

"Well, that was easy.", the purple unicorn said to the dragon. All of a sudden, Fluttershy came to life with a gasp and a flutter of wings that scared off some of the birds.

"A baby dragon!", the pegasus gasped with some lung power behind her voice. She then zipped over to Spike, knocking Charles slightly to her right, and Twilight right over the dragon. "Oh, I've never seen a baby dragon before! He's so cute!"

Spike turned to the sprawled-out Twilight and said, "Well, well, well!" He then turned back to Fluttershy with a smug look on his face as he folded his arms and raised his head with his eyes closed.

"Oh, my. He talks. I didn't know dragons could talk. That's just so incredibly wonderful, I…" She hovered into the air. "…I just don't even know what to say!"

Suddenly, Spike suddenly found himself 'grabbed' by Twilight's magic and hoisted onto her back. "Well, in that case, we better be going.", the unicorn said as she trotted past Fluttershy and Charles, and both of them followed her

"Wait! Wait! What's his name?"

"I'm Spike.", answered the dragon.

"Hi, Spike. I'm Fluttershy. Wow, a talking dragon! And what do dragons talk about?" As Charles reeled back a bit so that he was both beside and in between the pegasus and his charge, the conversation grating on Twilight's nerves.

"Well, what do you want to know?"

"Absolutely everything." At this line, Twilight's eyes popped in surprise and she groaned loudly as the four went down the road.

"Well, I started out as a cute little purple-and-green egg…"

Hours later…

Spike was still talking as they walked through Ponyville proper. It was now late in the afternoon, and while Twilight impatiently glared ahead, even Charles was getting bored.

"…and that's the story of my whole entire life!", he finished. "Well, up until today. Do you want to hear about today?"

Oh, brother., Charles mentally grumbled.

"Oh, yes, please!", Fluttershy answered.

Just then, Twilight did a quick 180 and stopped in the same motion to face Fluttershy, prompting a yell from her passenger.

"I am so sorry.", she said. "How did we get here so fast?" Charles turned his face to see that they have arrived at a large, gnarled tree whose trunk and foliage were set with many windows, one of which had a hanging lantern. A balcony was visible halfway up, the front door displayed a picture of a lit candle, and a sign outside depicted an open book. In addition, a beehive hung from one branch.

"This is where I'm staying while in Ponyville, and my poor baby dragon needs his sleep."

"No, I don't!", Spike protested, who was bucked off with a big phony grin.

The purple unicorn leaned to him and baby-talked, "Aw, wookit that. He's so sweepy, he can't even keep his wittle bawance."

The "sweepy" dragon glared at her stupidly grinning face before being swept up by Fluttershy. "Poor thing.", the pegasus said as she flew inside. "You simply must get him to bed."

Realizing that things are getting out of hoof, Twilight dashed in and quickly ejected her. "Yes, yes. We'll get right on that. Well, good night!" With that, she slammed the door, leaving a very befuddled Fluttershy on the step with Charles.

"…So…", Charles spoke up as Fluttershy turned to face him. "Uhh…would you like to…like to…" He didn't know what to say to a shy pony like her.

"Umm…well…", was all Fluttershy could say when Twilight opened the door and 'took' Charles by the tail.

"Sorry about this, but Charles' my bodyguard, so I need him with me.", she said.

"Come on! Other than the beehive, the library's perfectly sa—hey!"

Before he knew it, he was 'pulled' inside the library, which was currently pitch-black as the door was slammed closed again. Both he and Spike were rather put out at having their conversations broken off so abruptly. Their eyes gleamed in the darkness.

"Huh. Rude much?", Spike said.

"Sorry, Spike, but I have to convince the Princess that Nightmare Moon is coming, and we're running out of time. I just need to be alone so I can study without a bunch of crazy ponies trying to make friends all the time."

"If you ask me, you're trying to make us reclusive shut-ins like you.", Charles argued. "Do you really hate making friends? Did you really have to pull me in so harshly?"

"Do you even know what being a bodyguard is actually about?", his charge retorted. "You're supposed to be planning routes, researching on my contacts, pre-searching places I'm supposed to visit, searching anything I'll be riding for threats, and attentively escorting me on my day-to-day activities. During your time with me, you haven't done all of these as frequently as a real one should."

"Since when did you decide you should read up on bodyguards?"

"That's not important right now. Where's the light?"

"Like I know where it is."

Twilight's question was answered when it suddenly came on, revealing a large circular room whose walls were lined with bookshelves; other volumes were scattered around lofts set into the walls above them. And this reading room is filled with ponies, many of whom blew on noisemakers in their mouths, and at least five Charles recognized from Canterlot. Streamers hung from the upper reaches.

"SURPRISE!", they all cried out.

Confetti rained down over the group, and a party favor was blown out in front of one thoroughly confused, grumpy-looking violet unicorn who moaned wearily.

The surprise party was in full swing. Just then, popping out from nowhere was the pink pony who had ran out on the three earlier.

"Surprise!", she yelled in a cheerful, energetic, and slightly hyperactive-sounding tone. "Hi. I'm Pinkie Pie, and I threw this party just for you!" She began to hop around. "Were you surprised? Were you, were you? Huh? Huh? Huh?"

"Very surprised.", Twilight answered. "Libraries are supposed to be quiet."

Pinkie giggled as she leaned on Twilight, who shook her head. "That's silly. What kind of welcome party would this be if it were quiet? I mean, duh! Booooring!"

"Well, parties should not take place in libraries, then.", Charles said as he then looked around.

"You see, I saw you when you first got here, remember? You were all, "Hello," and I was all—" Pinkie gasped. "Remember?" . "You see, I never saw you before, and if I never saw you before, that means you're new. Cause I know everypony, and I mean everypony, in Ponyville."

Charles and Twilight made it to a refreshment table, with Spike having gotten lost in the crowd. As Pinkie kept going at top speed, poking her head into/out of view from all angles, his harge took a red bottle in her teeth and poured its contents into a waiting glass. There were other bottles on the table that were colored green.

"And if you're new, it meant you hadn't met anyone yet, and if you haven't met anyone yet, you must not have any friends, And if you don't have any friends, then you must be lonely, and that made me so sad.", Pinkie rambled on as he noticed that everypony was now looking at them. And that the grey pegasus's eyes were now 'crossed', making her look silly. "And I had an idea, and that's why I went—" Pinkie gasped again as Twilight put a straw into her glass and started to sip.

"I should throw a great big, ginormous, super-duper spectacular welcome party and invite everyone in Ponyville!" At that statement, the four ponies Twilight, Charles, and Spike visited earlier that day quickly gathered around Pinkie. "See? And now you have lots and lots of friends!"

Just then, Twilight's eyes popped as big as dinner plates and she turned to face the group, her face suddenly beet-red with bulging cheeks and streaming eyes, probably due to the effects of her drink. Spike had now managed to join her.

"Are you all right, sugarcube?", Applejack asked. She was answered with the unicorn jumping up with steam whistling from her ears, her mane and tail briefly turning to flames, and zipping off at top speed. Pinkie's next words got a round of puzzled looks.

"Aww, she's so happy she's crying!", the pink earth pony said as they watched Twilight go upstairs.

"Actually, she could care less about making any friends at all.", voiced Charles, which got him a shocked look from Pinkie. "I should know." Pinkie returned to her usual expression a second later.

At the table, Spike picked up the bottle Twilight used earlier and regarded its label. "Hot sauce." Pinkie tipped over the bottle so that its contents dribbles over one of the cupcakes on the table.

"Mmmm…", she said as she then picked up the snack and ate it in one bite, earning her confused looks from Applejack and the others. "What? It's good!" As they smiled again at the sheer silliness of her appetite.

Charles went over to the stairs Twilight took when she left the party, Spike accompanying him with a lampshade on his head. They made it to the door and the former 'opened' it. He first looked up at the loft in the dim-lit room, which had been outfitted as a bedroom. There were bookshelves lining one wall, but the rest of the space had been cleared to make room for a bed, a house plant, a small floor mat, and a table by the window with a bust of a unicorn on it. Two overlapping horseshoes and a cuckoo clock had been hung on the wall, and a telescope stood at the window. The floor-level section of the room (which Twilight's companions) had more bookshelves, a desk, and a staircase connecting it and the loft. He could see his charge on the bed, huddled on top of the blankets with a pillow on her head.

"Hey, Twilight!", called Spike. "Pinkie Pie's starting Pin the Tail on the Pony! Wanna play?"

"No!", the purple unicorn shouted. "All the ponies in this town are crazy! Do you know what time it is?"

"It's the eve of the Summer Sun Celebration. Everypony has to stay up, or they'll miss the Princess raise the sun. You really should lighten up, Twilight. It's a party!" With a tilt of the shade, he sauntered out to rejoin it. As Charles' charge mimicked Spike's tone of voice with gibberish as he closed the door.

"Now how can you say that all the ponies in Ponyville are crazy, Twilight?! That's a very hasty generalization!", Charles cried out as he walked up the steps. "Sure, Pinkie and the four 'managers' we met are a bit off in their own ways, but the majority of Ponyville are pretty average, just merely of a lower class than Canterlot."

Twilight just ignored him as she lay down, holding the pillow over herself, and groaned. "Here I thought I'd have time to learn more about the Elements of Harmony. But, silly me, all this ridiculous friend-making has kept me from it!"

"Hey! You sound like you practically hate friendship! Don't you know that's one of the many factors that has built society?!" Charles was ignored again as his charge turned away from him. He then decided to walk up to the window so he could see what she was seeing. He looked up to see the full moon, whose craters and darkened surfaces form the silhouette of a mare's head…the Mare in the Moon. Twilight got up from bed, with the book they read much earlier that day close by. Just then, noticed that four stars seemed to be slowly drifting toward the moon.

"Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about everlasting night.", Twilight quoted.

"Don't you mean 'nighttime eternal'?", Charles corrected, but was ignored (yet again).

"Oh, I hope the Princess was right. I hope it really is just an old pony tale."

Just then, the moment was interrupted by Spike, who still wore the lampshade. "Come on, guys! It's time to watch the sunrise!"

Later, at Town Hall…

Everypony was gathered in silence, either at the main floor, the balconies above, or in the air in the case of the pegasi. The dais on which Rarity had worked on earlier today stood empty, as did the balcony directly above. A curtained archway was behind the balcony railing. As Twilight and Charles stood somewhere in the center, with Spike on the former's back, the profound silence was suddenly shattered when Pinkie Pie zipped up to them.

"Isn't this exciting?", she asked. "Are you excited? 'Cause I'm excited, I've never been so excited, well, except for the time that I saw you walking into town and I went—" She gasped once again. "But I mean, really, who can top that?"

Pinkie was cut off as the birds Fluttershy rehearsed with earlier performed a short fanfare, and a spotlight picked out the vacant balcony. It then descended to the dais, where a khaki-colored earth pony mare stood. She wore gold-framed half-moon glasses, and a white shirt collar secured with a green ribbon tie. Her waved mane and tail were two light shades of gray, her eyes were bright blue, and her cutie mark was a scroll tied with a blue ribbon. Charles noted that this was the mayor.

"Fillies and gentle-colts!", she called, her voice with a tone of dignity that came with age and experience in office. "As Mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" There were short cheers from all save for Twilight and her companions. "In just a few moments, our town will witness the magic of the sunrise and celebrate this, the longest day of the year!"

As the mayor spoke, Twilight glanced up to the moon and Charles followed her gaze. "And now, it is my great honor to introduce to you the ruler of our land…" To their surprise and shock, the four drifting stars disappeared into its perimeter and—at the same time—the dark unicorn-head shape vanished from the surface. "…the very pony who gives us the sun and the moon each and every day…the good, the wise, the bringer of harmony to all of Equestria…" Nearly everypony on the main floor were feeling jubilant throng; the pegasi were flying about, the unicorns and earth ponies were shaking in anticipation…and he saw Heartstrings jumping in excitement.

At the balcony where the birds were, Fluttershy turned to them. "Ready?"

"…Princess Celestia!"

At the balcony, Rarity grabbed a nearby rope in her teeth and hauled on it. The curtains parted as a spotlight hit the balcony and another fanfare plays. However, there was no one and nothing in it. "Huh?" Following were general confused murmurs.

"This can't be good.", murmured Charles

"Remain calm, everypony.", the Mayor tried to console the populace as Rarity went past the curtains to find the Princess. "There must be a reasonable explanation."

Pinkie jumped in place and said, "Ooh, ooh! I love guessing games! Is she hiding?"

Rarity finished looking and turned to the audience with an answer, "She's gone!" There was a gargantuan gasp from all present.

"Ooh, she's good.", Pinkie said to her "friends". Just then, her good cheer went bye-bye in a split second as she voiced a panicked cry while glancing up toward the balcony. Twinkling clouds of deep blue-violet vapor have begun to envelop the balcony as another gasp came from everypony.

"Oh, no.", Twilight gasped softly as the the thickening clouds were swept away, revealing the blue-armored, winged unicorn (alicorn) figure of Nightmare Moon behind them. Her mane and tail were made of the same blue-violet vapor, and her coat was actually an even darker blue-black hue than in the picture from the book Twilight and Charles read. The edge of her helmet framed scornful, light blue-green eyes with catlike pupils, and her towering size was accentuated by the spread of her wings. Her hooves were protected by blue shoes that reached up to cover the front of her forelegs. A white crescent moon appeared both on her chest armor plate, and against a dark purple background as her cutie mark. "Nightmare Moon!"

Spike moaned in shock and fainted, toppling off Twilight's back. Nightmare's voice broadcast an unsettling mixture of suavity, contempt, and barely concealed menace in roughly equal parts. "Oh, my beloved subjects. It's been so long since I've seen your precious little sun-loving faces." Charles looked around to see the terror-stricken crowd.

"What did you do with our Princess?!", Rainbow Dash demanded, boiling-mad as she started into a flying charge, only to be held back by Applejack, who grabbed her tail with her teeth.

"Whoa there, nelly!", the earth pony said.

Nightmare chuckled richly, "Why, am I not royal enough for you? Don't you know who I am?"

Pinkie jumped cheerfully, somehow now next to Applejack. "Ooh, ooh! More guessing games! Um…Hokey Smokes! How about…Queen Meanie? No…Black Snooty! Black Snooty!" Her next guess was muffled by a cupcake from Applejack.

Nightmare then leaned over Fluttershy, scaring her and scattering the birds. "Does my crown no longer count, now that I have been imprisoned for a thousand years?" Next, she got into Rarity's face, cradling it in a lock of her intangible mane. "Did you not recall the legend? Did you not see the signs?"

"I did!", Twilight declared, catching Nightmare's attention. Spike was still laid out on the floor. "And I know who you are! You're the Mare in the Moon!"

"Nightmare Moon!", Charles finished for his charge, and the whole crowd gasped.

"Well, well, well.", snickered Nightmare. "Somepony who remembers me. Then you also know why I'm here."

Twilight lost her nerve as she then said, "You're here to…to…" She then swallowed hard.

Nightmare let out a growing chuckle. "Remember this day, little ponies, for it was your last. From this moment forth, the night will last forever!" Lightning then cracked through the upper reaches of the pavilion and the material of her mane and tail billowed over the entire room as she laughed exultantly. Below, Twilight gritted her teeth out of nervous fear, and Charles made a serious face, lowering his body as if ready to fight.

To be continued…

Karsap: Okay. Time to get the next part started.

?: So…can I come in now?

Karsap: Yes you can. But you may not. Normally, music cannot be implemented well in fanfiction because of the obvious differences between seeing & hearing and reading. But because of Pinkie Pie's…nature, I'll have to implement (canon) songs. And now for the disclaimer.

Disclaimer: I own only the following: Charles.

?: Will you be using that thing over and over?

Karsap: Yes. I won't be bothering on variety. Now out! Here's a little more note on the text format of this fic:

{word} - action should be visualized as if you were watching it on a TV (or computer) screen

word♪ - words are being sung (A/N: The FIMFiction one would have the musical note symbol, but they can't be put in, so it will have to share the same format as mental thoughts and flashbacks)

word - For indicating song titles and if the song ends

Karsap: If the format of other words is confusing you, check back on the previous chapter.

Chapter 2: Elements of Harmony

At Ponyville's Town Hall…

Nightmare Moon continued to laugh exultantly as her mane continued to cause a storm in the pavilion. Nopony dared move. After all, with the storm Nightmare was conjuring, she could easily take down any who opposed her. However, the Mayor wasn't about to just stand there and do nothing.

"Seize her!", she declared to three pegasus guards (the ones like the pair that pulled Twilight's chariot). "Only she knows where the Princess is!"

As these three guards began to close in on Nightmare, Charles' horn began to glow. As it did, yellow energy seemed to form around the horn as it then seemed to take in a shape similar to Nightmare's.

"Stand back, you foals!", Nightmare bellowed as her eyes burnt white, producing more lightning that hurled the guards backwards, and making another evil laugh. Immediately after the guards were repelled, Charles leaped into the air, his "magic horn blade" aimed at Nightmare, who suddenly wrapped her cosmic mane and tail around herself and vanished. The blue-violet mist went around the orange unicorn—who landed on the balcony—then made a beeline for the open front door, snaking through the panicked crowd and the dazed guards.

Meanwhile, Applejack had kept her teeth locked on Rainbow Dash's tail ever since, who then finally snapped it loose and charged after Nightmare. "Come back here!", Charles heard the pegasus mare cry out. Quickly, he turned to the panicked populace and leaped down from the balcony, landing on the ground floor without much trouble. Knowing a battle was required to defeat Nightmare, he ran over to the closest pony and asked them if they could join him in stopping Nightmare. Each time, he was met with refusal of varying degrees.

"Are you kidding me?!"

"Uh-uh!"

"I may look silly, but even I know that's foolhardy."

"Sorry, but I can't."

After failing to 'recruit' anyone, he then turned around to where Twilight Sparkle and Spike were, only to find them gone. Quickly, he ran off to where he assumed they would be; the library.

In the library…

Spike was asleep in a basket, then came to with a start. "We gotta stop Nightmare!", he said in a half-dazed tone, then he was out like a light once more. A blanket was draped over him and Twilight eased close to look him over.

"You've been up all night, Spike.", she said to him as she turned away. "You are a baby dragon, after all." She then turned off the lights and hurried over to the main room, where she began searching the library for answers. Books were scattered all over the floor, around a large table (which had a wooden horse-head bust standing on a pedestal), and at the feet of a ladder propped against the wall.

"Elements, Elements, Elements…", she was saying, then let out a loud, frustrated groan while levitating book after book and letting them fall. "How can I stop Nightmare Moon without the Elements of Harmony?!" All of a sudden, Rainbow Dash flew into her face, good and angry.

"And just what are the Elements of Harmony?", the pegasus demanded, slowly backing Twilight to a shelf. "And how did you know about Nightmare Moon, huh? Are you a spy?" All of a sudden, Charles came in between the two, his "magic horn blade" ready, having managed to come in right after the pegasus entered the library. "Whoa!" Rainbow Dash backed away in surprise.

"Make another move against her! I dare you!", said the orange unicorn. Before he could be challenged, Rainbow was yanked back by the tail…by Applejack, who quickly let go and got a dirty look for her trouble. She, Pinkie Pie, Rarity, and Fluttershy had went to the library right after Charles, who had no idea he had been followed, not that they were.

"Simmer down, sally.", the orange earth pony said to the cyan pegasus. "She ain't no spy." The five ponies then moved closer to Twilight and Charles, whose horn resumed its normal shape as he "sheathed" it. "But they sure know what's goin' on—don't you?"

The two unicorns looked as the five ponies surrounded them. Charles turned to his charge, who then dropped her gaze and said, "I read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her." She then looked out a window to see the moon. "But I don't know what they are, where to find them. I don't even know what they do!"

"The Elements of Harmony: A Reference Guide.", they heard Pinkie say. Everyone turned to see her inspecting a book on a shelf at the other side of the room. She was then plowed aside by Twilight.

"How did you find that?!", the purple unicorn asked.

Pinkie hopped across room and replied in a singsong manner, "It was under 'E'!"

Twilight shot her a funny look. "Oh."

"This place seriously needs a card catalog.", Charles grumbled as his charge 'took out' the book. Its binding was red, with gold bands on the spine and a matching unicorn head on the cover, surrounded by six rhombus shapes.

"There are 7 Elements of Harmony, but only 6 are known; Kindness, Laughter, Generosity, Honesty, Loyalty, and Justice." As Twilight continued to read, Charles bothered to look out the window, and saw Nightmare's vapor form listening in. It then zipped away just as he noticed it.

"The seventh is a complete mystery. It is said, the last known location of the 7 elements was in the ancient castle of the royal pony sisters. It is located in what is now…"

"…the Everfree Forest?!", six voices cried out fearfully. Charles hadn't cried out with them and simply groaned.

The seven ponies were now on a road leading into a very large, very overgrown, and very foreboding wilderness. They all regarded it with silent trepidation for a long moment before Pinkie spoke up, cheerful as ever.

"Whee! Let's go!", she said as she then trotted ahead.

"Not so fast!", Twilight said sternly, making the pink earth pony stop. "Look. I appreciate the offer, but I'd really rather do this on my own."

Charles cleared his throat to catch her attention. "Excuse me, Twilight?", he told her. "I'm your bodyguard, so wherever you go, I go."

"Then I'm going with just you then. I wouldn't want anypony else risking their safety."

"No can do, sugarcube.", Applejack cut in in objection. "We sure ain't lettin' any friend of ours go into that creepy place alone." Twilight flinched a bit on hearing "friend" as she and the others began to trot ahead. "We're stickin' to you like caramel on a candy apple."

Fluttershy, Rainbow Dash, and Rarity made an "Mmm-hmm!" in agreement.

"Especially if there's candy apples in there!", added Pinkie, earning her a funny look from the remaining two unicorns. "What? Those things are good!" She then followed the rest.

Twilight now found herself alone with Charles—with the other five already on their way into the forest.

"Well, I'm glad they're coming.", the only stallion in the group said. "Safety in numbers after all." His charge then sighed resignedly as the two then started in after the others.

"So, none of you have been in here before?" Twilight asked shakingly.

"Ugh, Heavens no! Just look at it- it's dreadful." Rarity said also shakingly.

"And it ain't natural. Folk say it don't work the same as Equestria." Applejack added.

"What's that suppose to mean?" Twilight said still scared.

"Nopony knows." Rainbow Dash said in a ghostly tone as she approached out of the shadows scaring Rarity, Fluttershy, and Pinkie Pie. "You know why?" she then starts doing creeping steps towards them.

"Rainbow, quit it." Applejack said.

"Cause everypony who's ever come in, has... never... come... OUT!" Dash makes a jump scaring the three.

By this point, she had advanced so far as to be face to face with Fluttershy, Pinkie Pie, and Rarity (who were side by side), and she leapt up menacingly on the last word. However, that didn't end up being the real scare; that came when the edge of the cliff crumbled away, taking all five non-winged ponies screaming with it. The two pegasi managed to get airborne just in time. "Fluttershy, quick!" The cyan pegasus quickly dove in.

"Oh my goodness, oh my goodness!", said the yellow pegasus as she followed.

As the others kept going down with the rockslide, Rainbow hoisted Pinkie clear and Fluttershy snapped her teeth onto Rarity's tail to 'put on the brakes'. Applejack stopped herself by biting down on an exposed root. Charles sinking them into the earth as he dragged himself into a stop. This left Twilight alone to skid toward the edge of a very long drop, and winded up with her hind legs dangling over the precipice. Quickly, Applejack sized up the situation, then let go of her root to slide along.

"Hold on!", she said as Charles followed shortly. "I'm a-comin'!" Reaching the edge, she then grabbed Twilight's forelegs in hers.

"Charles, help!", Twilight called out. "Applejack! What do I do?" There was a long, tense pause as Applejack squeezed one eye shut from the strain on her muscles, then aimed her open one skyward for a moment before turning both of them toward the hanging unicorn. Charles also managed to glance above.

"Let go.", Applejack answered.

"Are you crazy?!"

"No, I ain't. I promise you'll be safe. "

"That's not true!"

"Now listen here. What I'm sayin' to you is the honest truth. Let go, and you'll be safe."

Twilight tuned to her bodyguard, who was a bit too far for him to help her up. "Charles?"

"You can trust her.", he said. "You got friends waiting." He then gave a reassuring wink, then mouthed. "Trust our pegasi friends." Although in his charge's frightened state, he wasn't sure if she caught that.

Twilight's popping eyes betrayed the fight between her panicked brain and the instinct telling her to trust the pony who was holding her at the edge of oblivion. Making her decision, she released her grip and plunged, screaming over the side—for a second or two; Her fall was stopped short by Fluttershy and Rainbow Dash, who have caught her.

"Phew.", Twilight sighed in relief.

"What did I tell you?", Charles called from above as his horn glowed, ready for a spell. As he promptly disappeared with a flash—having used a teleportation spell—Applejack was already leaping down protruding ledges in the cliff. He then re-materialized in between Rarity and Pinkie Pie, who were already down on the ground below, looking up at Twilight and the two pegasi. A sudden weight shift caused the unicorn to nearly slip out of their grasp with a yell, before the two pegasi compensated for it and lowered her steadily to terra firma.

"Sorry, girls.", apologized Fluttershy as they then reached the ground. "I'm not used to holding anything more than a bunny or two." Just then, Charles decided to turn away—and glimpsed the wisp that was Nightmare Moon. He saw it whisk away on a certain direction…which turned out to be the only way forward. As he then heard a roar (although it was faint because of the distance), he gulped in fear, knowing there will be another danger to face shortly.

Shortly…

The seven ponies were on the road again, clustered this time instead of a line. Rainbow Dash flew about, bragging excitedly on their previous cliffhanger incident.

"And once Pinkie and Rarity were safe…whoosh! Me and Fluttershy looped the loop around, and wham!", she said as she then landed next to Twilight, who was in the lead. "Caught you right in the nick of time."

"Yes, Rainbow, I was there.", Twilight said irritatingly, then gave a faint smile. "And I'm very grateful. But we gotta—" She stopped with a gasp when they encountered something. It had a lion body, bat wings and ears, and a scorpion tail. "A manticore!" The manticore then roared once more. "We've gotta get past him!"

The creature leaped at Rarity for a swipe of its paw, but she ducked and—to Charles' surprise—countered with a buck to the face that knocked it back.

"Take that, you ruffian!", the white unicorn said. The manticore's response was a full-volume roar directly into her face, leaving her mane a frizzed-out shambles due to the moisture in its breath. "My hair!" A low growl touched off a little cry from her and sent her into a retreat past Fluttershy, who stood watching.

"Wait!", the pegasus said as the the manticore gave chase. Just then, it was stopped by Applejack, who had jumped onto its head.

"Yee-haa!", the earth pony cried out as the manticore started trying to buck her off. "Get along, little doggie!"

"Wait!"

One last good heave managed to send the earth pony flying. "Whooooaaa!" As she then tumbled past the hovering Rainbow Dash, she said, "All yours, partner."

The cyan pegasus saluted and replied, "I'm on it!" She then zoomed past Fluttershy, who was still calling for them to wait. In seconds, she enveloped the foe in a striped twister similar to the Rainblow-Dry maneuver she used earlier in the day. A lash of the scorpion tail knocked her out of it and sent her towards the others with a yell.

"Rainbow!", Twilight cried out as the pegasus landed in front of them.

"My turn!", Charles said as he then charged.

"Wait!", Fluttershy's cries once again fell on deaf ears as the orange unicorn rushed at the manticore. The beast swung a paw at him, but he was the suddenly a blur as he was then at the other side of the paw, his "magic horn blade" on the ready, much to the surprise of the mares. He had used a teleportation spell, but not like the one he used earlier. This one allowed him to zip instantly across short distances and make him look like he was actually moving there in a fast rate. He called this spell the flash-step.

As the manticore continued to swing at him, he countered with his own blade, smacking the beast in places. However, this cost him a second—a second he could've used to dodge the manticore's scorpion tail, which brought itself onto him. Thankfully, it hadn't decided to hit him with the stinger (he wasn't about to find out if it was poisonous or not), but the force of the blow sent him back to Twilight and the others. As he stumbled, he managed to land on his feet.

"I need help! See if you can distract him while I try defeat him"

To his surprise, nopony argued with him as they all braced themselves with a snort. The manticore set itself up for round five, and Charles and company started into a charge. Just before the could reach the manticore, from the sidelines, Fluttershy threw herself in their path.

"WAAAIIIT!", she cried out, and both sides stood down. She then looked behind herself, then ahead, and walked toward the beast, who raised one meaty paw, ready to disembowel her on the spot. "What are you-" Twilight was about to stop her but didn't want to get the beast angrier. The manticore was about to attack her, which made everyone close their eyes.

"Shhh, it's okay.", she said tenderly to the manticore as she went over and sniffed at the paw that had the thorn, the other one raised for a strike which never came. The manticore then uncertainly un-clenched its paw to reveal the thorn. "Oh, you poor, poor little baby."

"Little?!", Rainbow Dash wondered incredulously.

"Now this might hurt for just a second." Fluttershy said before she pulls the thorn off it's paw. It picked her up and roared.

"Fluttershy!" everyone shouted. But to their surprise it didnt eat her, it was licking her and purring in thanks.

"Aw, you're just a little old baby kitty, aren't you? Yes, you are. Yes, you are." During this line, the rest shifted from befuddled gapes to warm smiles, and moved past the manticore without any trouble. Twilight and Charles hung back for a moment so Fluttershy could catch up, whose mane was still swept up into a thick pink cowlick.

"How did you know about the thorn?", Twilight asked Fluttershy.

"I didn't. Sometimes we all just need to show a little kindness." Fluttershy said as she walks by.

"Well, I gotta…" Charles was thinking what to say. He glanced back at where the thorn lay, only to see it dissipate into a wisp that was Nightmare and fly off. "…gotta…well…anyway…" He turned back to his company. "That was very brave of you." Fluttershy's eyes widened in surprise from this response.

Looking into his eyes, Fluttershy gave a sweet smile and a nod before she, Charles, and Twilight then broke into a gallop to catch up with the rest.

Later…

The seven ponies were moving through yet another area of the forest (although one was not in sight at the moment, and Fluttershy's mane had returned to its normal shape) They were in a boggy/swampy area of the forest as the ground squished with every step.

Rarity shuddered and said, "My eyes need a rest from all this icky muck." Just after she said that, the trees have thickened to the point that almost no light got through them. "Well, I didn't mean that literally."

"That ancient ruin could be right in front of our faces, and we wouldn't even know it!", Twilight grumbled.

"Oh, wait.", said Applejack as she raised a hoof. "I think I stepped in somethin'." Then, there was a scream from Fluttershy, but the earth pony paid no mind and moved on, a bit exasperated. "It's just mud." All of a sudden, a gruesome face on the tree trunk appeared before her, with a gaping, toothy maw forming from an opening in the bark and two glaring knothole eyes. Applejack bolted with a yell while the others stared wide-eyed at the leering, snarling visages that have suddenly appeared on all the trees around them. Six screams tore through the air.

While Fluttershy, Applejack, Twilight, Rarity, Charles, and even Rainbow clustered together screaming for their lives.

Either though Charles is a Musketeer pony creepy faces spook him. All of a sudden, there was a peal of laughter, which stopped the screams. Everypony turned to see Pinkie Pie facing one of the horrid faces on the trees. "Huh?" The pink earth pony was giggling at the face and making a few goofy ones of her own in response.

"Pinkie, what are you doing?!", Twilight cried out. "Run!"

Now Playing: Laughter song (a.k.a. Face Your Fears; Giggle at the Ghostie)

"Oh, guys, don’t you see?", Pinkie said with a laugh as she marked time with her hooves to the music and the area brightened a bit.

When I was a little filly and the sun was going down♪

"Tell me she’s not.", Twilight groaned as the pink earth pony poked her head from above. Somehow.

The darkness and the shadows, they would always make me frown♪

"She is.", answered Rarity as Pinkie hopped around her friends.

I’d hide under my pillow from what I thought I saw♪

But Granny Pie said that wasn’t the way to deal with fears at all♪

"Then what is?", Rainbow Dash asked.

She said, “Pinkie, you gotta stand up tall, learn to face your fears♪

Pinkie then hopped to a tree.

You’ll see that they can’t hurt you, just laugh to make them disappear.”♪

The music then stopped as she gave a simple "Ha, ha, ha!"—which 'banished' the face, leaving an otherwise-normal twisted old tree before her. Everyone gasped in surprise.

The music returned as drums joined in.

So giggle at the ghostly, guffaw at the grossly♪

Everyone else, starting with the two pegasi, began to follow Pinkie's example; laughing at the menacing apparitions, which began to wink out.

Crack up at the creepy, whoop it up with the weepy♪

Rarity and Applejack joined in the laughter, with the latter jumping off of Pinkie as she sang.

Chortle at the kooky, snortle at the spooky♪

Twilight got a little push from Pinkie to help her find the spirit. Eventually, she laughed as well. Charles join in and laughed.

The music gradually stopped as Pinkie went rapid-fire with these words, "And tell that big dumb scary face to take a hike and leave you alone, and if he thinks he can scare you then he’s got another think coming, and the very idea of such a thing just makes you wanna…" There was one more bout of the giggles. The music then resumed.

Laugh♪

As Pinkie held out the last note, the remaining faces disappeared…and the music finally ended.

End Song

The whole group then started laughing hard on the ground enjoying the sensation of laughing.

Later…

Charles led the bouncing Pinkie Pie, as well as Twilight Sparkle, Rainbow Dash, Rarity, Applejack, and Fluttershy out of the woods…and into the bank of a raging river. He immediately paused and cried out "Stop!" Pinkie immediately landed on his back in a stop, and he felt everypony else bump into them one by one. As he got Pinkie off of him, the six mares poked their heads out from behind him for a good look at the broad torrent.

"How are we gonna cross this?", Pinkie asked.

"I like to know what's causing it.", said Charles. Just then, there was a distant moan and wail. "Huh?"

The seven ponies took cover in a clump of bushes and peeked out to see a long, purple, scaly tail thrashing about in the river, causing the raging waves in it. They then looked to their left and saw that the one who was moaning was an immense serpent with skinny arms and long, dark blond hair, mustache, and eyebrows. The right half of the mustache had been raggedly cut off by something.

"I guess that answers my question." said Charles.

"[sobbing] What a world, What a world!" the serpent cried as he splashes the river with his fists.

"Excuse me sir. Why are you crying?" Twilight asked.

"Well, I don't know. I was just sitting here, minding my own buisness, when this tacky little cloud of purple smoke whisked past me and tore half of beloved mustache clean off." the serpent pointed at his right cut off mustache. "And now, I look simply HORRID!" He splashed into the water again, making water splash all over them.

"Ugh Gimme a break!" Rainbow said..

"That's what all the fuss is about?" Applejack asked Rarity came up, suprisingly not worried about her mane

"Why, of course.", the white unicorn answered as she trotted forward to the serpent. "How can you two be so insensitive? Oh, just look at him." She proceeded to stroke his snout. "Such lovely luminescent scales."

"[sniff] I know." the serpent said.

"And your expertly coiffed mane."

The serpent righted himself up and patted it down. "Oh, I know, I know!"

"Your fabulous manicure."

The serpent gasped "It's so true!"

"All ruined without your beautiful mustache."

"It's true. I'm hideous." the serpent began crying again.

"I simply cannot let such a crime against fabulosity go uncorrected!", Rarity then said resolutely as she narrowed her eyes. She then whipped her head forward, clamping her teeth around one of the creature's scales, and yanked it loose.

"Ow, what did you do that for!?”, screamed the serpent He wasn't answered as Rarity lifted the scale's razor-sharp point upward.

"Rarity, what are you—", Twilight was about to say when a slash came, which shocked everyone. Even the serpent did a dramatic faint

As it turned out, what was slashed was…Rarity's own tail, of which only a ragged nub remained. The white unicorn then tossed the scale aside and used her horn to levitate the cut swath. The curly purple was then 'attached' to the ruined half of the serpent's mustache. The serpent came to and straightened up with a jubilant laugh.

"My mustache!", he cried out. "How wonderful!"

"You look smashing.", Rarity told him.

"Oh, Rarity, your beautiful tail!", Twilight said with concern.

The white unicorn turned to face the others, "Oh…it's fine, my dear. Short tails are in this season. Besides, it'll grow back." Twilight smiled gently, having grasped the sacrifice Rarity had made.

"So would the mustache.", Rainbow Dash whispered to Twilight.

Twilgiht gasp "We can cross now! Let's-AHH!" A Purple scale studded part of the serpent rose...

"Allow me!" He said, making a bridge to cross with his body.

A short while later…

The seven ponies were on the road again, Twilight Sparkle in the lead, with Charles and the others just behind. Just then, the former looked ahead.

"There it is!". she said. Ahead was a tumbled ruin of a castle that stood in a small clearing just ahead—situated on the far side of a mist-choked abyss, with the posts of a collapsed bridge still embedded in the ground on both sides. "The ruin that holds the Elements of Harmony. We made it!" They all put their hooves in high gear.

"Twilight!", Charles called out as his horn glowed once more. "Wait for us!"

"We're almost there!"

"I said WAIT!" All of a sudden, just before his charge could reach the bridge, he teleported right into her face. She wasn't able to stop in time and collided into him, knocking him over to where the bridge was, and he fell out of sight, back first. As it turns out, the bridge was broken, and he had attempted to stop her from falling off, only to have that happen to him instead.

"Charles!"

In a flash of light, he appeared right behind Twilight—falling upwards, then down on the ground on his belly. In addition to changing locations via teleportation, he can also alter his orientation, which can prove useful when falling great distances. By 'flipping' himself, the momentum from his fall is directed upwards and gravity would counter that, sparing him a serious fall that could've seriously hurt him.

"Oww…", he groaned as he got up.

"What's with you and falling off cliffs today?", Rainbow Dash joked to his charge.

"I only fell off once.", Twilight replied.

"True, but you were still involved in the other one that just happened."

"You got that right.". Charles agreed snarkily. "Not one of my brightest ideas in mind."

"Now what?", Pinkie asked with a gasp as they looked at the broken bridge, then everypony turned to face Charles.

The sole stallion noticed, then realized what they were thinking. "Sorry, but I haven't figured out how to teleport others with me."

"Allow me!", offered Rainbow Dash as she gave her wings a twitch and lifted off.

"Oh, right."

She proceeded to go down into the mist, and resurfaced with the snapped bridge ropes in her teeth. As she hauled them up onto the far end and got one of them tied down, an echoing female voice caused her to stop short.

"Rainbow…", the voice called, causing the cyan pegasus to drop the other rope with a gasp. From the other side of the cliff, Charles could see Nightmare's wisp form drift.

"Who's there?", Rainbow Dash called out.

"Rainbow…" The mist started to thicken around the pegasus as she punched at the air.

"I ain't scared of you! Show yourself!"

"We've been eagerly awaiting the arrival of the best flyer in Equestria."

"Who?"

"Why, you, of course."

"Really?" Rainbow seemed enthusiastic as she caught herself. "I mean…oh, yeah! Me! Hey, uh, you wouldn't mind telling the Wonderbolts that, would you? 'Cause I've been trying to get into that group for, like, ever!"

"No, Rainbow Dash. We want you to join us."

Out from the mist emerged three pegasi, galloping into view with uncanny speed. They skidded to a stop, resolving into two purple-maned stallions and a blue-maned mare, all wearing full-body jumpsuits and yellow goggles—similar to those used by the Wonderbolts. However, the bodies were purple and the heads/hooves black, with yellow lightning bolts marking the boundaries. Each outfit displayed an emblem consisting of a winged pony skull where a cutie mark would normally appear. The mare's coat and wings were light gray, while those of the stallions were a darker shade.

"The Shadowbolts!", said the mare, revealing to have been the voice from earlier. "We are the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria." The mare then leaned in close. "But first…we need a captain." The young daredevil's eyes widened, a big smile creasing her face, as the Shadowblt flew slow circles around her. "The most magnificent…"

"Yep."

"…swiftest…"

"Yes."

"…bravest flyer in all the land."

"Yes. Ha-ha. It's all true."

"We need…" The mare leaned in to whisper in Rainbow's ear. "…you."

The cyan pegasus leaped up. "Woo-hoo! Sign me up!" She then moved to get the loose rope. "Just let me tie this bridge real quick, and then we have a deal."

Unfortunately, the Shadowbolt mare had other plans and zipped across to stop Rainbow Dash, speaking in a far more menacing tone. "NO! It's them or us!" The cyan pegasus recoiled slightly from their sudden change in mood.

On the other side, everyone else was watching. "Rainbow!", Twilight called out. "What's taking so long?" Then they saw the Shadowbolts.

"Oh, no.", Charles groaned.

"RAINBOW!" Twilight shouted. This caught the attention of the Shadowbolt mare, whose eyes blazed yellow behind her goggles, causing the mist in the area to roll in faster than you can say 'Sweet Celestia'. "Don't listen to them!" Unfortunately, it was too late for a response. The mist has prevented her from hearing her friends.

"Well?", they then heard the Shadowbolt mare say. Apparently, while Rainbow couldn't hear her friends, the same didn't go for the other way around. There was a long pause that came afterwards before an answer was heard.

"You.", they heard Rainbow answer.

"Thank you…for the offer, I mean. But I'm afraid I have to say no."

Back at the other side, Rainbow Dash tied up the rope to the bridge and with one last malevolent glare, the Shadowbolts disappeared in three puffs of blue-violet smoke that came together and slinked away. The mist then parted to reveal the repaired bridge as Rainbow came over. The other mares cheered as everyone then walked across the bridge.

"See? I'd never leave my friends hanging.", the cyan pegasus told Twilight. After this demonstration, the purple unicorn seemed to understand the point a lot easier.

The seven ponies then approached the front entrance of the ruined castle. Before entering, Charles went ahead and scanned the place as a precaution (and as a tip from Twilight about bodyguarding). Once the coast was clear, everyone followed and stepped in. Before them was an apparatus consisting of six round stone tablets mounted at the ends of radial shafts, with a larger orb at the center. The entire rig was heavily overgrown with moss and vines. Some of the tablets in view each had a gem-shaped carving that stood out in relief on the surface.

"Whoa…come on, Twilight.", said Applejack. "Isn't this what you've been waitin' for?"

"The Elements of Harmony. We've found them!" One by one, Fluttershy and Rainbow Dash flew up and took one tablet each, lowering them to the floor. "Careful…careful…"

Pinkie counted the stones. "One, two, three, four, five…there's only six!"

"Where's the seventh?", wondered Rainbow.

Twilight knelt to the floor and sat, "The book said, 'When the six are present, a spark will cause the seventh Element to be revealed."

"What in the hay is that supposed to mean?", asked Applejack.

"I'm not sure, but I have an idea. Stand back. I don't know what will happen." Twilight squeezed her eyes shut and brought her horn's powers to bear.

Applejack proceeded to lead the others away. "Come on now, y'all. She needs to concentrate."

"I'm staying.", said Charles, refusing to leave. "Who knows if Nightmare Moon might show up and interrupt?"

"Suit yourself." And with that, he's left alone in the chamber, watching over his charge. A few seconds later, he saw Nightmare's wisp form slip in. While he knew he should act, he didn't know what to do. He could only watch as it then enveloped the six round stones before his charge as she stepped up her efforts. As the mist then formed a whirlwind that lifted the tablets off the floor, he decided to intervene.

"The Elements!", he warned his charge. Twilight opened her eyes and cut her powers off with a cry upon seeing the cyclone.

"TWILIGHT! CHARLES!", the others called out from outside.

"What do we do?!", the sole stallion asked. The tornado began to grow in size and power, reaching nearly to what remained of the ceiling.

He was answered with his charge diving into the storm. He followed a split second later. And not a moment too soon; it took both of them just as the others came in. Fear and confusion began to set in as they then began to run around in panic. Only Applejack stood still in worry.

"Twilight! Where are you?", she cried out.

"Look!", Rarity yelled. Everypony turned to see her gazing intently out a window at a tower in another part of the castle. White light poured from all the windows.

"Come on!" And with that, they all red-lined it out to help their friends.

In that part of the castle…

A ball of brilliant light appeared on the floor and exploded in a blast of smoke. When it clears, out came Twilight and Charles, coughing from the smoke. When the two cleared their heads and lungs, they looked up and saw…Nightmare Moon standing on a crumbling dais, chuckling nastily as the six Element tablets floated in the grip of her mane and tail.

As lighting cracked out from her mane, Twilight did something no one in their right mind would do; lower her head and paw the ground to work up steam for a charge. Charles quickly followed suit as Nightmare set the Elements down.

"You're kidding.", she chuckled. "You're kidding, right?"

Neither of the two unicorns answered as their horns glowed and they both barreled straight toward the dais, with Charles 'unsheathing' his "magic horn blade". Nightmare started into her own charge—leaving the Elements behind—but an instant before the collision, Twilight disappeared with a flash. Charles, however, had continued in his charge and his "blade" met with Nightmare's horn and the two struggled, the former ending up with his forelegs raised and being pushed back a bit.

While the orange unicorn was strong, Nightmare was stronger as she then shoved him off of her, sending him sliding back a few feet. She then noticed that Twilight was missing, but before she could wonder where she was, Charles charged again, jumped, and swung his "horn blade" at Nightmare, forcing her to counter with her own horn.

Erstwhile, Twilight had materialized on the dais, moaning woozily from having used teleportation for the first time, having learnt it from Charles. She quickly came to and dipped her head toward the Elements. "Just one spark.", she said as her horn began to blaze. "Come on, come on…"

Behind her, Charles was now dodging Nightmare's attacks, who was now using magic in her assault, the idea having crossed her mind after a while. He flash-stepped about to dodge, slashed back with his "horn blade". Nightmare dodged the unicorn's "blade". Charles hadn't expected Twilight to teleport at the last second, but after seeing her with the Elements, he decided to stall for time. Besides, he was liking this battle.

All of a sudden, Nightmare paused in her attacks as she then glimpsed at the reflection in Charles' eyes…and saw Twilight doing something with the Elements. She quickly pushed off the orange unicorn, turned herself into a stellar tornado, and whipped herself onto the dais. The magic then kicked back hard on Twilight, throwing her across the floor as Charles quickly recovered and ran to his charge's side.

"No! No!", cried out Nightmare.

Twilight seemed to smile, thinking she had the advantage—but then the Elements' lights went out and she gasped in pure shock. "But…where's the seventh Element?"

Nightmare then laughed full throttle and reared up. She then stomped on the floor and the stones shattered into gravel. Twilight could only stare helplessly, but Charles still stood ready to fight.

"You little foals!", bellowed Nightmare. "Thinking you could defeat me? Now you will never see your Princess—or your sun! The night will last forever!" Her mane and tail became a swirling mass above her head as she laughed once again.

Charles retorted aloud, "It's not over until the last spell is cast!" He then charged up his "horn blade" and galloped toward Nightmare Moon once more. Nightmare countered all of his attacks with ease, not bothering to take him down as she thought victory was assured and that he was doing this out of desperation. "You little colt!", bellowed Nightmare. "Thinking you could defeat me?" "I can do for justice!" said Charles.

As he continued to clash, the look of utter defeat in Twilight's eyes (in spite of what her bodyguard was doing for her) changed to bewilderment when she heard the muffled voices of the others coming from the general direction of a stairway leading up into the room. As their shadows appeared on the walls in due time, she let out a deep gasp as her pupils and irises narrowed, then widened, a tiny flicker of light plays across the center. She came to a realization.

Meanwhile, Charles was pushed off the dais and he landed six paces away from his charge as she then turned around, her confidence restored. "You think you can destroy the Elements of Harmony just like that?", she declared. "Well, you're wrong—because the spirits of the Elements of Harmony are right here!"

Wait, what?, gasped the orange unicorn as their friends were now right behind him. The stone shards at Nightmare's hooves then began to glow and floated free of the ground.

"What?", gasped Nightmare.

Twilight began to speak. "Applejack, who reassured me when I was in doubt, represents the spirit of honesty!" Some of the shards then started to circle the orange earth pony.

"Fluttershy, who tamed the manticore with her compassion, represents the spirit of kindness!" Some of the shards then start to orbit the yellow pegasus, even if she reeled back a bit.

"Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of laughter!" The pink earth pony made a huge grin as pieces of the shattered stones gravitated to her.

"Rarity, who calmed a sorrowful serpent with a meaningful gift, represents the spirit of generosity!" The white unicorn eyed the fragments that now circled her.

"Rainbow Dash, who could not abandon her friends for her own heart's desire, represents the spirit of loyalty!" The cyan pony stuck her chest out proudly, the pieces now circled the cyan pegasus.

"And Charles when He to try defend me when I needed it most, represents the spirit of justice!" The last of the pieces now circled the Musketeer pony. "The sprits of these 6 ponies got us through everthing you threw at us!"

"You still don't have the seventh element! The spark didn't work!"

"But it did.", Twilight countered. "A different kind of spark." She then turned to the others. "I felt it the very moment I realized how happy I was to hear you. To see you. How much I cared about you. The spark ignited inside me…" Her eyes began to form tears. "…when I realized that you all…" She then faced Nightmare once more. "…are my friends!"

Just then, shafts of intense white light pierced the gloom from above, coming from a seventh stone tablet that had materialized overhead. It bore its own gem relief and descended to stop above Twilight's head. Nightmare was the only one to shield her eyes.

"You see, Nightmare Moon.", Twilight continued. "When those Elements are ignited by the…the spark that resides in the heart of us all…it creates the seventh element! the Element of magic!" The light from the floating Element flared out to encompass Twilight and the others, and Charles could feel a power surge from in him as a brilliant rainbow shot out of the group and aimed right at Nightmare Moon.

"NOOOOO!", the dark winged unicorn screamed as the light spiraled around her and concentrated into an impossibly small twister. "NOOOOO!"

Soon, the whole room was engulfed with light and then faded away…

About an hour later…

Charles and his friends gradually came around.

Rainbow Dash was the first to groan, "Oww, my head!"

"Everypony okay?", asked Applejack.

"I think so." Charles said.

"Oh, thank goodness!", Rarity cried out. Everypony turned to see that her tail had grown back.

"Why, Rarity, it's so lovely.", said Fluttershy.

"I know!" The white unicorn waved her tail lovingly. "I'll never part with it again!"

"No, your necklace. It looks just like your cutie mark."

Rarity looked at it. "Uh?...ooh… So does yours!

Fluttershy looked at hers and gasped happily at it. As the others began to take notice of their new adornments.

"Look at mine, look at mine!", Pinkie Pie was saying as she hopped over to Applejack.

"Aw, yeah!", cried out Rainbow Dash.

"Wow!" Charles said.

"Gee, Twilight.", said Applejack as the unicorn looked at the tiara on her head. "I thought you were just spoutin' a lot of hooey. But I reckon we really do represent the elements of friendship."

Just then, a new light washed over the area as a gentle female voice spoke up. "Indeed you do.", it replied to Applejack.

The sun began to rise over the hills beyond the cracked window. From it, a blaze of light separated and floated slowly through the glass. It settled to the floor in front of the group and disappeared with one last flare. In its place stood a tall, white winged unicorn mare whose impossibly long, sparkly mane and tail were striped in cyan, turquiose, azure, and purple; they waved gently in a non-existent breeze. She stood twice as tall as a typical pony, her eyes were magenta, she wore a gold tiara, necklace, and shoes; the the first two were set with a violet, diamond-shaped gem. Her cutie mark depicted the shining sun.

All but Twilight and Charles knelt silently before her, the latter merely bowed his head and raised a foreleg so that it was in front of his body and perpendicular to his other legs whereas the former stayed upright with a happy gasp.

"Princess Celestia!", Twilight cried out as she dashed over to the window, where the two nuzzled each other affectionately.

"Twilight Sparkle, my faithful student.", the princess replied. "I knew you could do it."

"But…you told me it was all an old pony tale."

"I told you that you needed to make some friends—nothing more."

"To be exact…", Charles spoke up as he stood straight. "You told her to 'stop reading those dusty old books', and you meant exactly that but she perceived it as an 'I don't believe you'. …Although you had that in mind, didn't you, Princess?"

Celestia gave a short nod. "Rather perceptive of you, Sir Charles." The orange unicorn smiled sheepishly as the others stood up again and the princess turned to her student. "I saw the signs of Nightmare Moon's return, and I knew it was you who had the magic inside to defeat her." Twilight began to understand and so did Charles. "But you could not unleash it until you let true friendship into your heart." She shared a look with the other five. "Now if only another will as well."

Everypony turned to one other part of the room, which was strewn with the smoking remains of Nightmare Moon's armor. There lay a second winged unicorn mare lying unconscious amid the debris. She was considerably smaller than Celestia (but was still taller than the average pony), she had a blue-violet coat, lighter blue hair, and the same crescent-moon cutie mark as Nightmare. She wore a navy blue necklace depicting the crescent moon and a tiara of the same color behind her horn. Blue shoes covered her hooves, and her eyelids were shadowed in the same color as her mane.

"Princess Luna.", Celestia called out. The mare awoke with a gasp, revealing eyes that were the same shade of blue-green as Nightmare, but without the catlike pupil shape. She lifted her head as Celestia walked over to her, also revealing a small, navy-blue tiara behind her horn. "It has been a thousand years since I have seen you like this." Celestia then sat down in front of her. "Time to put our differences behind us. We were meant to rule together, little sister."

"Sister?", the seven other ponies said.

"Oh, I think I get it.", Charles added as he and Twilight arrived at the same conclusion; Celestia and Luna were the two sisters in the legend, before the latter turned evil.

"Will you accept my friendship?", asked Celestia as she stood up.

Luna turned her face away as the suspense started to get the better of Twilight and company. They leaned in expectantly, with Pinkie going a little too far as she toppled to the floor. "Whoa!", she gasped.

Luna then made her move; she stood upright and nuzzled against her sister's chest as tears ran from both of their eyes. She is slightly more than half as tall as Celestia, her scared, quavering voice sounding closer to those of the seven ponies who have just taken down her Nightmare Moon form. "I'm so sorry!", she sobbed. "I missed you so much, big sister."

"I've missed you too.", Celestia replied.

Just then, somepony blew their nose, ruining the moment. Everypony turned to see that it was from Pinkie Pie, who had produced a handkerchief and was sobbing profusely into it. Waterfalls of tears cascaded from both eyes for a moment before she perked up to her usual happy demeanor. "Hey! You know what this calls for?"

"What?", Charles dared ask.

Back in Ponyville…

"A party!"

The village's meadowland, was fully decked out for a shindig and confetti and streamers rain down as Pinkie Pie and many other cheering locals raced through the meadow. A team of pegasus guards pulled a chariot bearing Celestia and Luna—on the ground, rather than in the air. The wheels had a sunburst design worked into the spokes and a crescent moon on the axle hub.

Spike bulled his way through the crowd to give Twilight the biggest hug he can manage, given his size, and all made obeisance to the sisters once they left the chariot.

Prior to their return to Ponyville, Twilight, Charles, and the other five mares—who have then been 'knighted' as the "Keepers of the Elements of Harmony"—have removed their jewelry and given them to Princess Celestia for safekeeping. The Sun Princess smiled gently as everypony bowed, while Luna seemed a bit uneasy before the crowd. Two pegasus fillies flew up to place a wreath of red and white roses around her neck and she directs an uncertain, slightly teary-eyed little smile at Celestia, not entirely understanding how she could be forgiven for everything she did, but accepting it all the same.

While all this happened Twilight and Charles now stood at a short distance and the former looked very downcast while the latter merely sighed. Celestia noticed her student's look and walked over to her.

"Why so glum, my faithful student?", she asked. "Are you not happy that your quest is complete and you can return to your studies in Canterlot?"

"That's just it." Twilight then turned to the saddened others and Spike. "Just when I learn how wonderful it is to have friends, I have to leave them."

"Spike, take a note, please." Upon hearing his name, as he stood between Applejack and Fluttershy, he took out a quill and scroll in hand and began to write. The Sun Princess began to dictate, "I, Princess Celestia, hereby decree that the unicorn Twilight Sparkle shall take on a new mission for Equestria." The others began to brighten considerably. "She must continue to study the magic of friendship. She must report to me her findings from her new home in Ponyville."

The uncomprehending look on said unicorn's face gave way to a grateful smile as the other five mobbed her, shouting congratulations. "Oh, thank you, Princess Celestia!", she cried out. "I'll study harder than ever before!"

There were cheers all around as confetti and streamers rained down. However, there was still one more slightly disappointed face; Charles. As he walked away, Celestia noticed him leave.

During the party, but elsewhere away from it…

Charles was walking alone, just about to leave Ponyville and enter the road leading back to Canterlot when he suddenly felt a presence. He then turned around and was suddenly face-to-face with Princess Celestia.

"Now, Charles.", she asked. "Why the sad face?"

"Well, your orders binding me to your student is over, Your Highness, so I don't have a reason to stay. Although, I might return to Ponyville someday.", he said.

"Well, I believe destiny has more in store for you, dear Charles."

"Maybe. While I did—and perhaps do—appreciate Twilight's company as well as her friends."

The Sun Princess nodded in reply as she then thought of something. "Hmm…is it permitted to start up another order for you right after the previous one has ended?"

Charles put a hoof to his chin. "Now that you mention it…I guess it is. If not, perhaps your status could change that."

Celestia gave a short chuckle. "Well then, here's your new order shall take on a new mission for Equestria. Stay with Twilight for a while longer."

"Thanks Princess. You can count on me."

"So that mean's you're gonna stay?!", a voice came. He then felt that somepony was on his back. He turned his head to see that it was Pinkie Pie.

"Pinkie?!", he gasped as he shook her off. "How long have you been listening?!"

"I heard the whole thing!"

He looked behind Celestia to see Rarity, who was the one who had spoken. Applejack, Rainbow Dash, Fluttershy, and even his former charge Twilight Sparkle were there as well and they all walked over to him, Celestia, and Pinkie.

"Wha…wh…" He turned to the Sun Princess, then gave a smile. He then turned to the purple unicorn. "Well, Twilight. Looks like I'm staying with you for a while longer." He was then mobbed by the six mares and as they cheered for him, and his smile widened, becoming more sincere.

A boy dressed in Mario Pajamas walks in with a sheet of paper and makes his way to a pulpit and stood behind it.

"What am I doing here again? Oh right. Readers, this is Karsap, writer of this fanfic. This is what I call an AMV in script form. I plan to 'write' the opening theme of the show (with my OC Charles implemented of course)."

The mysterious visitor from the previous chapters suddenly pops out from behind the boy.

"Hey! What's up?!"

"…Fine, Pinkie Pie. You now have the go."

"Thanks!" She then turns to the readers. "Hey there, readers! This idea Karsap has might be crazy, but there's a first for everything, you know. Now, sit back and enjoy."

Now Playing: My Little Pony Theme Song

{scene opens to reveal the "Twinkling Balloon" in front of the daytime sky, with Twilight Sparkle, Charles, and Spike as its passengers}

Twilight Sparkle: My Little Pony, My Little Pony

{Twilight looks around from the balloon as it descends into the clouds}

Other singers: Ahh ahh ahh ahhh…

{cloud obscures balloon from view, which Rainbow Dash then plows through, breaking it and revealing Ponyville}

Other singers: (My Little Pony)

{Rainbow makes a loop-de-loop as the 'camera' zooms in and enters tunnel vision, and exits it to show the balloon touching down}

Twilight Sparkle: I used to wonder what friendship could be

{Twilight jumps off the balloon just before it lands and trots forward; once the balloon does land, Charles jumps off immediately after his charge as Spike climbs out}

Other singers: (My Little Pony)

{Spike gets off of the balloon and runs to catch up with the two unicorns; close of Twilight's face as she lights up}

Twilight Sparkle: Until you all shared its magic with me

{As Charles catches up, camera turns around to show their friends ahead: (left to right) Pinkie Pie hops in place, Rarity makes a charming pose, Applejack looks ahead with one foreleg crossed over the other, Fluttershy simply looks cute as she looks sidelong at the camera, and Rainbow Dash flies in and stops just above the four}

Rainbow Dash: Big adventure

{In a sky backdrop, she flies in, then zooms off, leaving a rainbow trail, which covers the screen and serves as a screen transition}

Pinkie Pie: Tons of fun

{In a bakery of some kind, she blows a yellow balloon, which expands until it fills the whole screen as a transition, then bursts}

Rarity: A beautiful heart

{Inside her store, she flips her hair as she stares right into the camera; a twinkle emerges from her eye and serves as the screen transition}

Applejack: Faithful and strong

{Outside at the farm, she raises her hind legs and bucks a tree, sending down a bunch of apples, which serves as the screen transition}

Fluttershy: Sharing kindness

{Just outside a house, she nudges an apple towards a white bunny; a swarm of butterflies fills the screen from below and serve as the screen transitiion}

Charles: It's an easy feat

{A distance from the library, he raises his hind legs and moves them to the left so that he now faces the 'camera', which then zooms out for a bit to reveal an empty area to his left}

Twilight Sparkle: And magic makes it all complete

{Twilight teleports into that spot and the camera zooms out more to reveal the rest of the gang; to the right are Applejack and Fluttershy, to the left are Pinkie Pie and Rarity, and above those two is Rainbow Dash; as the other five mares edge closer to Twilight, Charles lowers his head and body and looks ready to charge as he gives a grin}

Twilight Sparkle: You have...

All: ...my little ponies

{Spike pops out in front with a scroll and breathes green fire into it, sending the letter to the far-off city in the mountains; Canterlot}

Twilight Sparkle: Do you know you're all my very best…

All: …friends?

{cut to a throne room where Princess Celestia sits, two black unicorn guards a ways below her seat; the smoke that was Spike's letter flies over to the Princess, stops in front of her, and returns to its original form; Celestia then opens it with her magic and a smile; the scroll possesses a picture depicting Twilight and company posed together, with Charles positioned in front and sitting close to Rarity and Fluttershy}

{cut to the show's title, which has an added yellow box above reading "My Little Musketeer: Friendship is Magic", then switches to the text "Made for Television by Lauren Faust", then to the text (in the same format as before) "Fanfic written by Karsap"; fade to black}

End Song

A movie projector turns off, revealing to have played the opening theme.

"I know I know some of the areas already, but I decided not to mention them just because."

Pinkie Pie: Finally! The Ticket Master!

Karsap: Yes, Pinkie.

Disclaimer: I own only the following: Charles, Athos, Porthos, and Aramis.

Chapter 3: The Ticket Master

Daytime in Sweet Apple Acres…

Carrying baskets of apples on their backs, Applejack, Twilight Sparkle (with Spike on her back), and Charles were walking together down the farm's orchards. As Spike was inspecting apples and tossing them away, the sole stallion among them was 'catching' them and 'placing' them into his basket, which wasn't that full. Also, he tried catching the apples with his mouth on occasion, eating them when he does.

"Thank you kindly, guys, for helpin' me out.", Applejack said as she jostled her own baskets slightly. I bet Big Macintosh I could get all these Golden Delicious in the barn by lunchtime."

Applejack then added giddily, "If I win, he's gonna walk down Stirrup Street in one o' Granny's girdles!"

"No problem at all, Applejack.", Twilight replied. "I'm glad the goal is lunchtime. All this hard work is making me hungry."

"I know, right?", Spike agreed as his next apple bounced off her head. She gave an annoyed glare and he gave a sheepish grin in return.

"Puh-lease, Spike. You've been lounging on my back all morning while we worked."

"Exactly! You two are taking so long, I missed snack time."

As if on cue, Twilight's gut began to rumble. She gave him a nervous look and giggled. "I guess we better get some food."

"Nope…worm…", Spike said, then found a bright red one. "Aha!"

Twilight licked her chops on seeing it. "Oh, Spike! That looks delicious!" But he abruptly yanked it away. A chomp, a spatter of juice in her face, and he had disposed of it in one bite. Naturally, Twilight was furious. "Spike!"

"What?", he asked after swallowing the apple. Just after, he suddenly made as if to vomit, but instead let off a belch of green fire that materialized into a scroll, which floated down to the quartet.

"It's a letter from Princess Celestia!", said Charles as Spike took it, cleared his throat, and unrolled it.

"Hear ye, hear ye.", Spike read. "Her Grand Royal Highness, Princess Celestia of Equestria, is pleased to announce the Grand Galloping Gala, to be held in the magnificent capital city of Canterlot on the twenty-first day of…" He then decided to skim ahead. "…yadda-yadda-yadda…" He then stopped at the end of the letter. "cordially extends an invitation to Twilight Sparkle plus two guests."

The news took a moment to sink into the three ponies' brains; then three ponies' faces brightened as they all gasped. "The Grand Galloping Gala!"

The three ponies then jumped in place with excitement, saying the event's name again. Spike, meanwhile, was having none of it. As they carried on, now having got off of Twilight, he made a disgusted face and stuck a finger toward his open mouth as if to make himself vomit. The real gag reflex then kicked in once again. This time, his flaming belch resolved into a trio of gold tickets that floated down toward him.

"Look!", the baby dragon said as he held them up. "Three tickets!"

"Wow, great!", said Twilight. "I've never been to the Gala. Have you, Charles?"

"No I've haven't. But My parents have.", he said.

"Your parents why?", said Twilight.

"My parents are nobleponies and said I'm too young for it". he answered.

"Your parents are nobleponies?", said Twilight.

"Yes the d'Artagnans is part of the Canterlot royalty and politicians. Plus I want to go to see my old friends."

"Your old friends?" both mares asked.

"Yes Their Names are Olivier d'Athos, Porthos, and René d'Aramis My teachers and good friends too."(1)

"Wow, that's…interesting." She then turned to her assistant. "How about you, Spike?"

"No, and I plan to keep it that way. I don't want any of that girly frilly frou-frou nonsense."

"Aw, come on, Spike. A dance would be nice."

"Nice?", Applejack cut in. "It's a heap good more than just nice! I'd love to go. Land sakes!" She then looked up as if imagining something. "If I had an apple stand set up, ponies'd be chawin' our tasty vittles 'til the cows came home! Do you have any idea how much business I could drum up for Sweet Apple Acres? Why, with all that money, we could do a heap of fixin' up 'round here."

By this point, he could tell that Applejack was exaggerating. "We could replace that saggy ol' roof! And Big Macintosh could replace that saggy ol' plow! And Granny Smith could replace that saggy ol' hip! Why, I'd give my left hind leg to go to that Gala."

"Oh!", said Twilight. "Well, in that case, would you like to—"

They were cut off by a cry from above. "WHOA!" than something landed on the three ponies.

"Are we talking about the Grand Galloping Gala?", Rainbow Dash asked

"Rainbow Dash!", Applejack chastised. "You told me you were too busy to help me harvest apples! What were you busy doin'? Spyin'?"

Rainbow waved her off dismissively. "No, I was busy…" She then pointed up to a tree in which a pillow and blanket have been placed. "…napping." She then proceeded to hover upside down near Twilight. "And I just happened to hear that you have an extra ticket?"

Twilight was obviously uneasy at this. "Yeah, but—"

Rainbow backed off, doing a loop. "YES! This is so awesome! The Wonderbolts perform at the Grand Galloping Gala every year. I can see it now."

"Here we go.", groaned Charles.

"Everyone would be watching the sky, their eyes riveted on the Wonderbolts. But then, in would fly…" In the sky, Rainbow entered their view with a sharp U-turn, breaking a cloud apart in the process. "…Rainbow Dash! I would draw their attention with my Super Speed Strut. Then, I would mesmerize 'em with my Fantastic Filly Flash. And for my grand finale, The Buccaneer Blaze. The ponies would go wild. The Wonderbolts would insist that my signature moves be incorporated into their routine, and then welcome me as their newest member." Dash finished.

With that, Rainbow finally landed on the ground. "Don't you see, Twilight? This could be my one chance to show 'em my stuff! You gotta take me!"

Suddenly, Applejack pulled her back, tail in teeth. "Hold on just one pony-pickin' minute here!" She then spit it out. I asked for that ticket first."

"So? That doesn't mean you own it."

"Oh, yeah? Well, I challenge you to a hoof-rassle. Winner gets the ticket."

At a nearby stump, thee two locked left forelegs and go for it. The contest remained deadlocked for a few seconds before Twilight shoved them apart.

"Girls! These are my tickets.", she told them. "I'll decide who gets it, thank you very much. Whoever has the best reason to go should get the ticket, don't you think?"

Applejack moved forward. "Drummin' up business for the farm?"

Rainbow did likewise. "A chance to audition for the Wonderbolts?"

"Money to fix Granny's hip!"

"Living the dream!"

Twilight looked at the two alternately, starting to realize what she has gotten herself into.

"Oh, my. Those are all pretty good reasons, aren't they?"

"Although I'd probably choose Applejack.", butted in Charles, which earned him a harsh stare from Rainbow. But before the pegasus could speak her mind, Twilight's empty stomach spoke up again.

Twilight laughed nervously at this. "Listen to that. I am starving." She then started to back off. "I don't know about you, but I can't make important decisions on an empty stomach." Spike hopped on her back and her bodyguard trotted up beside her. "So I'll, uh, think about it over lunch and get back to you two. Okay?"

The three then left, leaving two dejected ponies in their wake. "Okay.", their two friends conceded…then resumed their hoof-wrestling match.

At Ponyville…

"So who are you gonna give the ticket to, Twilight?", Spike asked.

"I don't know, Spike, but I really can't think straight when I'm hungry."

"Well, so long as the others don't figure it out yet, my vote's on Applejack.", Charles said as they bypassed Sugarcube Corner.

"Why her?", Spike asked.

"Well, her dream is gonna help more ponies close to us than Rainbow Dash's."

"Why the emphasis on 'close to us'?"

"Applejack's helping her family financially. Rainbow Dash is just looking for fame. Which do you think is closest to being most helpful?"

"I think I see your point."

"So…where should we eat?", Twilight suddenly asked, not having paid attention to the "boy talk" behind her.

Just then, the top half of Sugarcube Corner's front door burst open and Pinkie Pie rocketed out through it for an impressive flying tackle. A barrier was brought up but it was somehow breached and dust was kicked up. Charles was knocked out for a second, but quickly recovered upon hearing Pinkie scream.

"Bats! Bats on my face! Heeeelp!", She cried out as she zipped back and forth, the three tickets on her nose. After a few more seconds, she finally calmed down enough to get a look at the 'bats'. "Wait! These aren't…tickets to the Grand Galloping Gala?!"

Oh dear., groaned Charles as she then began to hop around and he began to hear music out of nowhere. It was a light calliope melody.

"It's the most amazing, incredible, tremendous, super-fun, wonderful, terrifically humongous party in all of Equestria! I've always, always, always wanted to go!"

Charles braced himself for a little song segment as Twilight and Spike began to awaken next to him.

Now Playing: Pinkie's Gala Fantasy Song

Oh, the Grand Galloping Gala is the best place for me♪

Oh, the Grand Galloping Gala is the best place for me♪

Hip hip hooray, it's the best place for me♪

For Pinkie!♪

Pinkie then began to speak again. "With decorations like streamers and fairy light and pinwheels and piñatas and pincushions! With goodies like sugar cubes and sugar canes and sundaes and sunbeams and sarsaparilla! And I get to play my favoritest of favorite fantabulous games, like Pin the Tail on the Pony!"

Oh, the Grand Galloping Gala is the best place for me♪

Oh, the Grand Galloping Gala is the best place for me♪

'Cause it's the most gala-rific, superly terrific gala ever♪

In the whole galaxy♪

Whee!♪

Finally, the music stopped as mysteriously as it came as his charge and fellow assistant got up completely.

End Song

"Oh, thank you, Twilight!", Pinkie finished as she stops an inch from the bookworm's nose. "It's the most wonderful-est gift ever!"

Twilight backed off a bit as Spike gathered up the tickets. "Um, actually…" She was cut off by a sharp gasp from Rarity looking over the shoulder of a startled Spike.

"Are these what I think they are?", the white unicorn asked.

"Uh…"

"Yes, yes, yes!", Pinkie affirmed, jumping in place. "Twilight's taking me to the Grand Galloping Gala in Canterlot!"

Rarity gasped softly at this. "The Gala? I design ensembles for the Gala every year, but I've never had the opportunity to attend. Oh, the society, the culture, the glamour!" She then toyed with her mane. It's where I truly belong, and where I'm destined to meet…him!"

"Him! Who?" There were puzzled looks from Spike and the other two mares. As for Charles, he was savvy enough to guess that "him" meant a Prince Charming of sorts. Also, he mentally groaned once again as he was treated with a fourth ramble on what his friend is gonna do in the Gala.

"Him.", Rarity repeated dreamily. "I would stroll through the Gala, and everyone would wonder, 'Who is that mysterious mare?' They would never guess that I was just a simple pony from little old Ponyville. Why, I would cause such a sensation that I would be invited for an audience with Princess Celestia herself. And the Princess would be so taken with the style and elegance that she would introduce me to him, her nephew.

"The most handsome, eligible unicorn stallion in Canterlot! Our eyes would meet, our hearts would melt, our courtship would be magnificent. He would ask for my hoof in marriage, and of course I would say YES! We would have a royal wedding befitting a princess, which is…" Rarity then let out a giggle. "…what I would become upon marrying him! The stallion of my dreams."

Uh oh., Charles thought. Little does Rarity know that he is anything but charming. I should know. being part of the royal Guard. I wonder if I should tell her?

"Twilight! I simply cannot believe you would invite Pinkie Pie so she can…party…and prevent me from meeting my true love! How could you?" She then turned away in a huff.

"Pinkie's just jumping to conclusions, Rarity.", the sole stallion among them told her as the pink earth pony began to jump in place. "Besides, Twilight hasn't even decided yet. And as for Celestia's nephew, he isn't really—"

He was cut off by Spike yelping. Charles turned to see that a small white male rabbit zipped in, snatched the tickets, and zipped out, scampering all the way up to…Fluttershy, going up her tail, back, and stopping at the head, holding the tickets before her eyes.

She gasped at the sight. "Angel, these are perfect."

"Uh, listen, guys. I haven't decided who to give the extra ticket to.", Twilight explained.

"You haven't?!", the party pony and fashionista gasped, the former in an irritated manner and the latter in an eager manner.

"I just said so a while ago.", pointed out Charles.

"Um…excuse me.", called out Fluttershy.

The other girls looked behind themselves and saw her and the rabbit named Angel close by. The latter was back on the ground, holding the tickets. "Twilight, I would just like to ask…I mean, if it would be all right…if you haven't given it to someone else…"

Rarity seemed to have a look of disbelief. "You? You want to go to the Gala?"

"Oh…no." Angel didn't seem to approve and kicked her leg. "I—I mean, yes…or, actually, kind of. You see…"

Here we go again., groaned Charles, bracing himself for yet another monologue on what his friend wants to do in the Grand Galloping Gala.

"…It's not so much the Grand Galloping Gala, as it is the wondrous private gated garden that surrounds the dance. The flowers are said to be the most beautiful and fragrant in all of Equestria. For the night of the Gala, and that night alone, will they all be in bloom. And that's just the flora! Don't get me started on the fauna. There's loons and toucans and bitterns, oh my! Hummingbirds that can really hum, and buzzards that can really buzz! Why, there's bluejays, and redjays and greenjays, pinkjays and pink flamingos!" At this point, Fluttershy had gathered Angel into her front hooves and was hovering just in front of Twilight.

"Gee, Fluttershy, it sounds…beautiful?", the purple unicorn finally said.

"Wait just a minute!", a voice came. Everyone turned to see Rainbow Dash perched on a roof.

"Rainbow Dash!", Charles and Twilight scolded. "Were you following us?"

Rainbow landed with the others and replied, "No—I mean, yes—I mean, maybe—look, it doesn't matter! I couldn't risk a goody-four-shoes like you giving that ticket away to just anybody."

"Wait just another minute!", another voice came. Everyone turned to see Applejack walk up to Twilight.

"Applejack! Were you following us too?", the sole stallion and Twilight cried out incredulously.

"No, I was followin'…" She pointed at Rainbow. "…this one, to make sure she didn't try any funny business! Still tryin' to take my ticket."

Rainbow floated off ground and gasped, "Your ticket?!"

Pinkie then approached and said, "But Twilight's taking me!"

Soon enough, Twilight and Charles (Spike just stood 'outside') found themselves on the wrong end of a quintuple verbal fusillade as Fluttershy and Rarity joined in on the argument. As the hapless bookworm huddled under the onslaught, the bodyguard just gave a sigh.

"The Two Ticket Scenario.", he groaned.

"What should I do?", his charge asked as their friends' argument began to escalate in volume.

"They're your tickets, so I can't help you there."

Eventually, the abuse got so loud neither Charles nor Twilight could hear themselves think. Finally, Twilight lost her grip. "QUIET!", she cried out and everyone clammed up except for Pinkie.

"And then I said, 'Oatmeal? Are you craz—'", she continued to rant before cutting herself off when Twilight glared at her. "Oh."

"Girls, there's no use in arguing."

"But, Twili—", Rarity began to walk over and plead but was cut off by Charles putting up a hoof to back her off.

"Ehp! This is my decision, and I'm gonna make it on my own. And I certainly can't think straight with all this noise!" Her still-empty gut then voiced its own dissatisfaction. "Not to mention hunger. Now go on! Shoo!" "Yeah scat!" Charles yelled. The others began to disperse with much reluctant grumbling, leaving just her, her assistant, and her bodyguard. "And don't worry! I'll figure this out!" She then added to herself. "Somehow."

Later…

Twilight, Charles, and Spike decided to eat at a restaurant. The building had a thatched-roof, but they—as well as a few other patrons—were eating outside the building around several giant, flat-topped mushroom tables out front, sitting on piles of hay. The signs at the door and walk showed clover blossoms.

While the bookworm slumped over the tabletop and the baby dragon read a menu, the bodyguard was looking over at one of the waiters in the restaurant.

He was a very properly-dressed, off-white earth pony. He had a navy blue mane and tail, a white dinner-jacket lapels and shirt front, a red bow tie, a pencil-thin mustache, and white spats. His eyes were gray-brown and his cutie mark depicted a covered serving dish. If he remembered correctly, his name was Horte Cuisine.

Twilight sigh . "Ah, Spike, Charles, what am I gonna do?" She proceeded to levitate a flower off the vase standing in the center of the table. All five of my best friends have really good reasons to go to the Gala." One by one, she 'pulled off' the petals. "Applejack…or Rainbow Dash…Pinkie Pie or Fluttershy, Rarity… Oh, who should go with me?"

There was yet another grumble and her face fell. Then, she stuck out her tongue to round up the petals and eat them, earning a curious stare from her bodyguard, who then resumed normal composure an instant after.

"Well, if you ask me—", he began to say before he was cut off by a French-accented voice, catching Twilight by surprise.

"Have you made your decision?", it said. Charles turned to see Horte having come up to them.

"I CAN'T DECIDE!", Twilight shouted, earning stares from the other diners.

Spike pointed to the menu and said, "Twilight, he just wants to take your order."

"Oh. I would love a daffodil and daisy sandwich."

"Okay." Charles then 'took' the menu from Spike and started reading it.

"Do you have any rubies?", Spike asked Horte, getting a funny look from him. "No? Okay. I'll have the hay fries—extra crispy."

"And I'll have a carrot bun." Horte gave another funny look, this time at Charles. "There is one in the menu, right?" He just walked away, leaving the three to wait.

"What do you think, Spike?", Twilight then asked.

"I think we have to try another restaurant. I mean, I like grass just fine, but would it hurt anybody to offer some gemstones?"

"I mean, about the Gala and the ticket and who I should take!"

"Oh. You're still on that?"

Twilight leaned angrily over the table, knocking the vase away. "Spike, listen!" She then settled back down. "How do I choose? And when I do choose, will the other four be mad at me? I mean, I could give up my ticket and give away two, but that would still leave three disappointed ponies."

"Excuse me?", Charles cut in. "If you're not going, I'm not either. The only reason I'd go to the Gala is to serve as your bodyguard."

"All right. But still, that would then leave two disappointed ponies. What if I—"

She was cut off with Horte serving their food. "Ah, your food.", he said as he then left right after.

"Oh, thank you. This looks so good.", Twilight said as Spike was already digging in his fries. "I'm sure everything will be much clearer once I eat."

"I'll bet.", said Charles as he and his charge 'lifted' their sandwiches. Just as they were about to consume them however, a small stampede past the table got their attention.

"Um, monsieur, madame?", Horte called from inside the front door. "Are you going to eat your food in the rain?"

"It's not raining.", Twilight said.

"Now how did I fail to notice this?", Charles said as they realized that it was indeed raining, and a thunderstorm at that. For some reason, a spot of tranquil clear sky kept the rain out of their heads.

Twilight looked up and asked, "What's going on?"

"I have a sneaky suspicion." The two of them then looked up to see Rainbow Dash cheerfully poking her head.

"Hi there, best friend forever I've ever ever had!", she greeted. "Enjoying the sunny weather?"

"Rainbow Dash, what are you doing?", Twilight asked suspiciously.

Rainbow tried her best to look innocent, in spite of the glaring evidence otherwise. "What do you mean? I just saw the smartest, most generous pony about to get rained on—" Neither unicorn was impressed. Spike just ignored the scene. "—so I thought I'd kick a hole in the clouds to keep her dry so she could dine in peace. That's all."

"Rainbow, you're not trying to get extra consideration for the extra ticket by doing me extra-special favors, are you?"

Charles looked up at Rainbow, seeing her head being illuminated by the sun behind her as if she were wearing a halo. This made her all the more suspicious to the stallion. "Me? No, no, no, of course not."

"Uh-huh."

"Seriously, I'd do it for anypony."

"Oh, really?", asked Charles as he indicated the other customers bolting for cover from the downpour. By then, he and Spike have finished their food.

Rainbow swallowed hard and managed a nervous little laugh at having been caught out. "Uh…"

Twilight spoke up firmly. "Rainbow, I am not comfortable accepting unwanted favors. So I'd appreciate it if you'd close up that rain cloud right now."

Rainbow groaned as she relented. "Fine!" She then zipped the hole closed, sealing herself off from view.

"That's better.", Twilight said. As the rain turned both of their manes and Twilight's food into a waterlogged mess.

Spike couldn't help but stifle a laugh. Then, Rarity arrived on the scene, donning a saddle with an ornate umbrella attached to keep herself dry.

"Twilight! It's raining.", said Rarity.

His charge deadpanned, "No. Really?"

Rarity then proceeded to yanking her away. "Come with me before you catch a cold!"

With a sigh, Charles, Spike sheltering himself under the stallion.

In Carousel Boutique…

Rarity had taken Twilight there and Charles and Spike followed to see the purple unicorn in the ground-floor showroom.

As for Twilight, she shook herself dry, then looked over her shoulder, giving an uneasy little laugh as she realized she had thoroughly drenched Rarity, whose mane and tail have gone limp.

"Oops.", she said. "Sorry."

Rarity just forced a smile and said, "Oh, no. It's quite all right." She then slid up to nuzzle Twilight's shoulder. "After all, we are…the best of friends, are we not?" She quickly dried out her coiffure with a simple spell, then took Twilight's forelegs in her front hooves. "And you know what the best of friends do." She then proceeded to back up as Twilight's male companions now stood close by.

"Uh…"

"Makeover!" In a blink, she zipped a privacy screen in, knocking the two boys out of the way. Dust puffed up from behind the screen as they heard the sound of Rarity's high-speed overhauling.

"Oof!…Rarity!…Ow!…", they heard Twilight say. "This really isn't necessary…I mean, thank you, but…oh, that's too tight!" Finally, the screen was whisked away to expose Twilight, now wearing a blue-green saddle trimmed in blue, with yellow tassels, and a blue collar/necklace trimmed with a strand of rainbow-colored beads. She eyed it with great trepidation.

"There! Oh, you're simply darling!", Rarity said.

"Uh…" Twilight gave a smile. "…yeah, it is kinda pretty, isn't it?"

"I kinda have to agree.", commented Charles.

As for Spike, he made as if to heave his guts at the sight. Rarity suddenly popped over to them next, jostling the baby dragon so that he briefly shoved his whole hand down his throat.

"And you! Oh, Spike, Charles, I have some dandy little outfits for the dashing gents."

Spike tried to make a break for it and Charles prepared to flash-step out of reach as Rarity whipped out the screen once again, but they were both too late. Somehow, she managed to grab them both, the stallion physically and the baby dragon via telekinesis. Dust began to fly again as Charles was unable to see through the tussle.

"Ow…oh…hey…oh…watch it…whoa!", he managed to hear Spike say.

Once the screen was withdrawn, Charles could now see that he and Spike were both decked out in a blue ensemble with a light green cummerbund, both catered for their different body types of course.

"Oh, Charles, Spike…", Twilight said as Rarity plunked a broad plumed hat each on the boys' heads.

"Now you just need a hat.", the fashionista finished.

"Bleah! I told you, I don't want any part of this girly Gala gunk.", complained Spike. "See you back at the library." He then bailed out fast enough to leave the new clothing floating to the ground. Rarity forced a laugh, then dismissed him with a wave of her hoof.

"Oh, who needs him anyway?" She then pulled a mirror up, showing the other two unicorns' reflections as they then admired themselves. "This is all about you, and how fabulous you'll look at the Grand Galloping Gala."

Twilight snapped back at this. "Wait. The Grand—"

She was cut off by the designer as she approached an "equinequin" in an identical saddle/collar rig. "And oh, my goodness, what a coincidence. I happen to have an ensemble of my own that matches yours to a T." She then pushed Charles aside and threw a hoof around Twilight's shoulders. "We would be the belles of the ball, you and I. Everyone would be clamoring for our attention." Obviously getting carried away, she got Twilight in a headlock. "All eyes would be on us, and then everyone would finally know. The most beautiful, most talented, most sophisticated pony in all of Equestria…is Rarity the unicorn!" After a few long seconds, she let go of Twilight, who had wound up in a rather annoyed half-crouch, and realized that her fantasy went just a bit overboard. She laughed nervously, patting Twilight's head. "And Twilight Sparkle, of course."

As Twilight straightened up, Charles—who had removed his clothes 'tugged' on Rarity's tail and 'pulled' her away from his charge. "You really think we don't see what's going on?", he asked as Rarity backed up. "You're just buttering Twilight up so that she would give you the extra ticket. Well, it's not gonna work!" He then 'removed' the saddle from Twilight and 'threw' it over Rarity's head.

"You're going to have to wait for my decision just like everyone else!", Twilight finished as her bodyguard 'tossed' the beads right around Rarity's horn as the two of them made their way out the door. "Now, if you'll excuse me, I've been trying all day just to get some lunch!"

As if on cue, Applejack poked her head in. "Did somepony say lunch?", she asked.

The famished unicorn was then unceremoniously yanked out the door to land flat on the grass. The thunderstorm earlier had since passed. When she got upright again, her bodyguard joining him, her jaw dropped.

Stopped in front of the unicorns was a cart piled high with all manner of apple treats, even more food than was brought out during the Apple family brunch back during the Summer Sun Celebration.

"You've got to be kidding me!", said Twilight as Applejack started pointing out the items.

"I got apple pie, apple fritters, apple tarts, apple dumplin's, apple crisp, apple crumblers, aaand…" She then held up on her head a slice of dessert on a plate in front of Twilight, whose irises have grown to nearly fill her eye sockets. "…apple brown betty!" There was a few seconds of silence as Charles inspected Applejack's cart, doing…something with the items. "Uh, the dessert, not my auntie. What do you say there, best friend?" There was another stomach growl from Twilight. "Is that a yes?"

Twilight's eyebrows lowered resolutely over the purple irises for a tense moment before… "No! No!" Applejack recoiled, the plate falling off her head. "I don't know who I'm giving the ticket to, and all these favors aren't making it any easier to decide. In fact, I'm less sure now than I was this morning!" She then galloped off with a loud, frustrated groan.

"So that's a maybe?", Applejack then asked.

"Ya think?!", retorted Charles as he teleported away to catch up with his charge.

Early afternoon…

Twilight Sparkle and Charles d'Artagnan were making their way back to the library, the former letting out another groan. "I never thought being showered with favors would be so aggravating!"

Just before they could reach the door, Charles stopped her from opening it. "Hold on.", he said. He motioned her away from the door, walked toward it, then opened it…to see Fluttershy and several other small animals cleaning up the place. The yellow pegasus was vocalizing a familiar jingle as she flitted from shelf to shelf. "Oh, not her too."

"Is everything okay in there?", Twilight asked him.

"Depends on your definition of 'okay'.", he replied. "Fluttershy is in the library with some animal friends."

His charge went in after him, then voiced a disheartened little gasp.

"Oh...well, hello, Twilight.", their pegasus friend greeted. "I hope you don't mind, but we're all doing a little spring cleaning for you.

"It's summer.", pointed out Charles and Twilight.

"Oh…well, better late than never, right?" She then blushed, giving an ingratiating smile. "It was Angel's idea."

The two unicorns turned to see the white bunny, who has donned a chef's hat and was tossing a salad with a happy squeak and wave.

"You're not doing this for the ticket, are you?"

Fluttershy descended to the floor. "Oh, no. I'm doing this because you're my very best friend. Right, Angel?" Angel just gave her a disgusted look in response. "Oh. Yes. We are just doing this for the ticket."

"At least you're being honest.", said Charles.

Angel then proffered the salad, Twilight's stomach grumbling in response; her next words came with enough force to blow food and chef backward. "No, no, NO!" She then headed for door, magically opening it (Charles hadn't moved from his position at the door). "Well, this was all very nice of you and Angel, but I am not accepting any extra favors until I've made my final decision." She then pointed out the doorway. "So I'm going to have to ask you to leave."

Just then, a burst of confetti and streamers suddenly came flying in. "SURPRISE!", came Pinkie and a crowd from outside.

Once more, music came out of nowhere as a cheerful melody began to play from somewhere in a fast tempo.

Now Playing: The Ticket Song

Party noisemaker horns were blown at Twilight and Charles, and the pink goofball reached in to yank the former bodily onto the lawn. Outside, the group repeatedly tossed her upward as Pinkie sang whilst hopping around.

Twilight is my bestest friend, whoopee, whoopee♪

"Pinkie…", Twilight said at the peak of her being tossed.

The cutest, smartest, all-around best pony, pony♪

"Pinkie…"

I bet if I throw a super-duper fun party, party♪

"Pinkie!"

She'll give her extra ticket to the Gala to me♪

"PIIINKIIIEEE!"

End Song

Abruptly, the music stopped, Pinkie shut up, and all the spectators backed off—leaving Twilight to hit the ground on her back.

"Yes, Twilight?", Pinkie asked innocently as she fluttered her eyelashes.

Twilight sat up and said, "At least the other ponies tried to be subtle about the ticket!"

Uh-oh.

"Wait. What ticket? What Gala?", asked one pegasus mare.

"Oh, you didn't know?", Pinkie asked as the crowd grew, which Charles noticed consisted of no stallions whatsoever (aside from him). "Twilight has an extra ticket to the Grand Galloping Gala!"

"Pinkie!", he scolded, but it was too late; Twilight has just hit panic mode.

"The Grand Galloping Gala?!", cried out the crowd. Then came the various offers and butter-ups.

"Have I ever told you how much I love your mane?", came one offer.

Just then, Spike ran by, pulling Twilight away as Charles followed.

"I'll wash your dishes!", one of them had said.

The three stopped short, finding their retreat blocked by Daisy. "Would you like any help with your gardening?", she offered.

They turned around, only for Shoeshine to cut them off, holding up some carrots. "I have a cartload of extra carrots." The crowd soon began to close in, shouting more offers.

Spike climbed on Twilight's back and asked, "What are we gonna do?"

"We're…gonna…RUUUNNN!" At the end of that sentence, "Couldn't have said it better myself.", said Charles, they leaped out of the crowd, with Spike clinging to Twilight's tail, and bugged out.

The ticket-seekers began to give chase. As they raced past Sugarcube Corner, hiding behind Applejack's cart of goodies, which had been moved from just outside Carousel Boutique and next to Daisy's flower/herb shop for some reason.

After the massed ponies charged by, the three peeked out from behind the cart. They thought they were clear until Bon Bon opened the store's door and saw them. Daisy then somehow popped up from inside the cart, spooking the three into another escape.

"Why does everypony right now seem to possess that unexplainable trait Pinkie Pie possesses?", Charles asked himself as they ran. As they fled, he glanced back and saw Golden Harvest fall behind, stumbling and falling by the wayside.

Just then, Charles located an alleyway—that had a way out—and they crossed it, tearing down a few useless stuff in the way to impede the mob's progress.

"We can't run from them forever.", Spike said.

"I got a plan.", said Charles. "Follow me."

Following Charles emerged at a clothing store. Quickly, Charles went in and snatched some items, leaving enough bits to pay for it all at the counter. The cashier was currently absent as she turned out to be one of the ticket-seekers.

Quickly, he dressed up Twilight in a dress and bonnet, put a bonnet and pacifier on Spike, put him on the baby carriage, then donned a black cloak completely concealing his identity but making him suspicious in a different manner.

A few seconds after they finished putting on the clothes, Charles saw the mob headed their way. By instinct, Twilight almost broke into a gallop, but Charles stopped her.

"No.", he said. "Try and be inconspicuous or else the purpose of these disguises will be rendered moot. Now just walk normally with the carriage in front of you. Spike, don't move or say a single word."

"You sure about this?", asked Twilight.

"Bodyguarding isn't the only thing I do. I also dabble in disguises and sneaking around with my teachers." He didn't speak further as the mob bypassed them, not suspecting them at all. "Wow. This was actually the first time I tried this."

"This is your first time?!"

But it was too late; one of the crowd—Golden Harvest, who managed to catch up—caught sight of the trio and re-directed the mob back toward them. "Time to go!" The three began to make tracks, ditching their get-ups.

He was sure to get a berating from his charge later, but he set the thought aside as he cast a spell on his charge's and his own legs (Spike rode on Twilight's back), increasing their running speed as the mob vanished from sight. As they crossed a bridge over the stream bordering Ponyville, Twilight then stopped and looked at the bridge.

"Let's hide here."

"Under the bridge?", her bodyguard asked. "Great idea." He then cast the water-walking spell on the three of them and they went under the bridge. They then jumped to the underside and clung to it, the spell wearing off quickly as Charles didn't concentrate for long since the thundering hooves of the crowd began to break his focus. They heard them cross the bridge and once they were gone, Spike wiped his brow in relief before losing his hold and falling into the water.(2)

Immediately, Charles got him out and the three were on the run again. Taking shortcuts, hopping rooftops (immediately abandoning that after some pegasus ponies almost caught them), hiding in various places, and donning various disguises. Among them, the last was most prevalent. Sometimes the three (or at least the two unicorns) swapped disguises, like Twilight wearing the black cloak, or Charles "dressing in drag", something he actually wasn't comfortable with while on the run.

Eventually, they made it to a costume shop, where they then disguised themselves as equinequins in a shop window. Charles donned a…festive holiday-related hat and matching saddle trimmed with jingle bells. Next to him was Twilight dressed as a clown complete with rainbow-striped wig and rubber nose, and next to her was Spike as a bewigged hula dancer. Charles was thinking as the ticket-seekers passed by. And that hula dancer getup Spike has, why is there a coconut bra? It's not like—whoa! He was interrupted from his thoughts by his two companions ditching the disguises and exiting the premises. He promptly followed them.

They continued running until they ended up finally cornered at a dead end, where the ponies made their inexorable advance, eagerly shouting offers for the ticket, one of them even offering to do their taxes, of all things.

Just then, Twilight's and Charles' horn flared white as they gritted their teeth to the breaking point. There was a flash of blinding light, and the three of them have disappeared thanks to their teleportation, leaving a crush of extremely confused would-be Gala guests.

A few hours later…

In the Books and Branches Library's reading room, Charles emerged in a flash with Spike and Twilight.

"Warn me next time you're gonna do that!", Spike said.

"I didn't even know it was gonna happen!", the unicorns replied. "Now, quick! Lock the doors!"

Immediately, the Spike did as told, switching off every light, closing every conceivable opening. Once that was all over with, both Twilight and Spike leaned wearily against Charles' sides. The stallion remained on the alert however. Just as his charge was about to sigh in relief, he said, "Don't speak too soon."

His warning proved to be true as the lights flicked on once more…and the rest of their friends had gathered at the loft where his and Twilight's beds were. They were gathered, as if waiting expectantly for Twilight's answer. This was the last straw for Charles as he prepare his Magic Horn Blade, just about ready to defend when Twilight decided to speak up.

"I can't decide, I just can't decide!", she screamed. "It's important to all of you and I just can't stand to disappoint any of you, and giving me gifts and doing me favors won't make any difference because you're all my friends, and I want to make you all happy and I can't! I just can't!" At the end of this, it was apparent that the others have been chastened at her 'confession'.

Charles look at Twilight then turned to the rest and said, "Happy now?"

Applejack was the first to walk up to Twilight. Charles did nothing to stop her. "Twilight, sugar, I—I didn't mean to put so much pressure on you. And if it helps, I don't want the ticket anymore. You can give it to somepony else. I won't feel bad, I promise."

"Actually, you are my optimal choice for the ticket.", the sole stallion in the group said. "After all, you were doing this for your family."

Fluttershy was next as she flew down to them. "Me too. I feel just awful that I made you feel so awful."

"Glad you apologized."

"And me too.", Pinkie added as she and Rarity still stood in the loft. "It's no fun upsetting your friends."

"Twilight, it was unfair of me to try to force you as I did.", said Rarity.

Rainbow meanwhile hovered in midair. "YES! That means the ticket is mine!" She began to laugh and sing, effectively ruining the mood. "I got the ticket, I got the ticket—" She cut herself off and stopped after getting a good look at the others, all of whom were giving her slightly dirty looks. "You know, I haven't perfected my signature moves for the Wonderbolts anyway. I don't need that ticket either."

"We all got so gung-ho about goin' to the Gala that we couldn't see how un-gung-ho we were makin' you.", said Applejack.

Twilight gave a smile as they all then chorused, "We're sorry, Twilight."

"Glad this is over with.", Charles sighed.

"Spike, take down a note.", his charge then said as she stood up.

The baby dragon was already on it, whipping out a quill and blank scroll to take her dictation.

"Dear Princess Celestia…", she began as she levitated the three tickets. "I've learned that one of the joys of friendship is sharing your blessings. But when there's not enough blessings to go around, having more than your friends can make you feel pretty awful." The tickets reached Spike and floated down to the scroll and tucked themselves in. "So, though I appreciate the invitation, I will be returning all three tickets to the Grand Galloping Gala."

"WHAT?!", gasped the other five mares and Charles.

"If my friends can't all go—" Twilight then turned to them. "—I don't want to go either."

Applejack gasped softly, as Rainbow floated down. "Twilight, you don't have to do that."

"Nope, I've made up my mind. Spike, you can send the letter now."

As the dragon opened the nearest window and burnt the scroll to get it gone, Fluttershy said, "Now you two won't get to go to the Gala either."

"It's okay, girls. I couldn't possibly enjoy myself without my best friends there with me." Everyone gathered around her, laughing gently. "So I would rather not go at all."

"Shoot I really want to go.", put in Charles. "The only two reasons I would go would be to serve as Twilight's bodyguard and see my old friends. And if she isn't going, I don't have a reason to either." He then turned to Spike, and saw that for the fourth time today, he pantomimed shoving a finger down his throat—and for the third time, he started trying to choke back a real heave.

Applejack was irritated at this. "Well, wallop my withers, Spike.", she said as she crossed to him. "Isn't that just like a boy—can't handle the least bit of sentiment."

"I'm right here, and I can handle it pretty well.", retorted the other boy in the room. "And I think that's—"

Charles was cut off as the fiery belch that finally surfaced had enough kick to throw Spike on his back. Applejack ducked so fast that it shot between her head and her hat, then hung midair.

"Whoa, Nelly!" The smoke then solidified into…

"A letter from the Princess?" gasped Twilight as Spike quickly got up and took the scroll "That was fast."

Spike opened the letter and read, "My faithful student Twilight: Why didn't you just say so in the first place?" Six gold tickets then popped out of the parchment. Spike then took these tickets and held them fanned out. "Six tickets to the Grand Galloping Gala!"

There was a collective gasp from all six mares. "Now we can all go!", Twilight gasped. There were cries, movements, and whatever anyone does when expressing jubilation. Just then, they were cut off with Twilight's growling gut and sheepish little laugh.

"Allow us to treat you to dinner.", Rarity offered.

With that, the ponies exited the library one by one, the tickets floating out of Spike's hand as he waited at the door. The tickets obviously had some magic in them as they floated near their recipients even if they weren't unicorns.

Twilight was the first to exit, followed by Rarity. Next were Rainbow and Pinkie, the former flying a few feet in the air.

"What a great way to apologize!", Rainbow said as she left.

"And to celebrate!", added Pinkie as she followed. "Come on, everyone! The cupcakes are on me!"

Fluttershy was fifth to go, trotting after the others, followed by Applejack who just walked, with Charles bringing up the rear. As Spike held back the last ticket, just as he bypassed the farmpony, it was whisked out of his hand.

"How come I don't get a ticket to the Gala?", he asked himself dejectedly. Charles also stopped as Applejack exited the library, noticing. "Hold on a second. I don't have a ticket either. Either this means I'm part of Princess Celestia's royal Guard. Or as Twilight's bodyguard, I don't need a ticket to go to the Gala. How could I not have—"

He was cut off by Spike retching again. Another belch procured another scroll from the Princess. He then opened it and read, "Don't think I've forgotten you boys." Two tickets popped up and Charles 'took' one of them as Spike's eyes popped as well.

"Apparently, either I still need a ticket to go to the Gala, or it's for in case I decide to go without Twilight." Immediately, just as Charles pondered on this, Spike ran from the library laughing but stops short at the sight of Applejack directing a knowing little smile his way, her ticket still floating above her head. Charles followed shortly after, saying, "In spite of all your protestations, you genuinely want to go, huh?"

"Huh? I mean, gross!", Spike 'complained'. "I have to go too?"

After getting past Applejack and eying her nervously, he broke into a laughing run and she trotted after him, chuckling softly. Charles suddenly remembered something and ran after Spike, quickly catching up to him as he followed the other girls.

"Spike!", he called as he slowed down to a trot.

"Yeah?", asked the baby dragon as he slowed down as well to match his speed.

"Could you lend me a scroll and quill? I need to send something to the Princess."

"What?! Why would you want to send a letter to her?"

"Because all this could've been avoided if she had sent tickets for all of us rather than just for three. I mean it's not like she didn't know we were all her friends. I just want to ask her if she knew that and wanted to test Twilight's reaction on a situation where she would have to exclude some of her friends, and thus sent just three. Or if she even sent them at all, given the formal wording of the first letter rather than being directly addressed to her 'faithful student'."

"I'm not sure if she'll approve of someone other than Twilight writing letters to her."

"I just want to have things cleared up. It's been bugging me all day. And this is just the first time."

"You plan to send more letters in future?" The baby dragon didn't seem all too pleased.

"Maybe. I'll stop if she doesn't approve, though."

"Okay. But after dinner. I didn't bring another spare."

"Fine." The two boys spoke no further as Applejack caught up with the rest as they apparently reached their destination.

(1) For those who don't read French Literature and history I base Charles d'Artagnan on the real life Charles de Batz-Castelmore d'Artagnan who is captain of the Musketeers of the Guard and the main character of the book The Three Musketeers.

(2) Charles d'Artagnan dose know the Spell for him to Walk on Water because I base him on a special kind of unicorn called a kirin a "Chinese unicorn" which are often depicted with a single backwards curving horn and posses the ability to walk on water.

Disclaimer: I own only the following: Charles.

Chapter 4: Applebuck Season

"Boy howdy! I got my work cut out for me. That there is the biggest bumper crop a' apples I ever laid eyes on." Applejack looking out in large fields of Sweet Apple Acres. There were among thousands and thousands of apple trees ready to be picked.

"Eeyup. Too big for you to handle on your own." Big Macintosh stands right by Applejack with a bandage around his waist looking out at the sight.

"Come on, big brother! You need to rest up and get yourself better. I haven't met an apple orchard yet that I can't handle." Applejack leaned her hoof on Macintosh's injured waist which made a painful look on his face. Appkejack noticed and quickly withdrew it. Big Macintosh gave a glare at her while covering his waist with his hind leg.

"Oops, sorry." she said sheepishly.

"I'll take a bite out of this job by day's end." Applejack guaranteed.

"Biting off more than you can chew is just what I'm afraid of." Big Mac said.

"Are you sayin' my mouth is makin' promises my legs can't keep?" Applejack asked sharply.

"Eeyup." Big Mac simply answered.

"Why of all the... This is your sister Applejack, remember? The loyalest of friends and the most dependable of ponies?"

"But still only one pony, and one pony plus hundreds o' apple trees just doesn't add up to..."

"Don't you use your fancy mathematics to muddle the issue! I said I could handle this harvest and I'm gonna prove it to you. I'm gonna get every last apple out of those trees this applebuck season all by myself." Applejack swored. But she made an uneasy gulp signing she might not do it.

"Well I better get kickin'. These apples aren't gonna shake themselves outta the trees." Applejack said to herself. A sudden shake and rumble started happening and a single apple came off and her on the head.

"Hey! Oh no." Applejack said worriedly. She then ran to the direction of Ponyville. Meanwhile in the town the rumble can be felt and heard and it was getting louder. Rainbow Dash flew up to get a better view and saw clouds of dust approaching the town. She sees it is a stampede of cattle running right towards Ponyville.

"STAMPEDE!" Dash shouted out loud. As soon as the whole town heard the message they started panicking and running around the town to find shelter or lock their homes from destruction.

"[laughing] H-e-y... t-h-i-s m-a-k-e-s m-y v-o-i-c-e s-o-u-n-d s-i-l-l-y." Pinkie Pies voice vibrated as well as her whole body did from the earthquake shaking of the ground.

"Pinkie Pie, are you crazy?" Twilight Sparkle shouted at her.

"She's always crazy!" Charles said.

"Run!" Twilight shouted again.

"Everypony calm down. There is no need to panic." informed the mayor.

"But mayor, whatever shall we do?" Rarity said dramatically.

"Look there!" Dash pointed at the stampeding herd.

"YEEEHAW!" Applejack shouted in the distance while running next to the herd. The ponies cheered as they watch by the bridge hoping Applejack can stop them.

"Move aside, Winona." Applejack ordered. Next to her is a brown and white furred dog running with her and barked in understanding.

"Put 'em up, girl!" Applejack encouraged. The group watched in both awe and fear as the stampede gets closer.

"This is the best rodeo show I've ever seen." Pinkie declared and stated eating a carton of popcorn. Charles and Twilight looked at each other with uncertain looks on their faces.

"Come on, little doggies! Turn!" Applejack hit one of the cows but the herd still keeps going straight.

"[whistle] Winona, put 'em up!" Applejack called. Winona started hopping over each cow to find the leader. Applejack hops on one to get a better view of her.

"Ha hah! Gotcha!" Applejack sees Winona following the front cow. She the grabs her lasso and swings it to the neck of the first cow.

"Attagirl." Applejack encouraged Winona again. She then starts to tug on the cow to get it to turn. Eventually the herd turns just before it can cross the bridge to the outskirts of Ponyville. The ponies cheered to see that there homes are saved.

"Whoaaa. Hooie." she then stops the herd from going any further.

"Now what was that all about?" Applejack asked in a serious tone.

"[moos] [coughs] Oh my! Begging your pardon, Applejack, but Mooriella here saw one of those nasty snakes." one of the cows explained. All of the cattle made a startling gasp.

"And it gave us all the willies, dont'cha know."

"I completely understand, just next time, try and steer clear of Ponyville." Applejack mentioned.

"We certainly will, Applejack. So long, Winona!" the cow made its farewell as she takes the herd back to their proper places. Winona made a bark as a saying of goodbye.

"Yee-haa!", they heard the farmpony say as she and her dog then raced out of sight.

Pinkie jumped out of crowd, bucking around as she said, "Yee-haa! Ride 'em, cowpony!"

The Mayor turned to Twilight and Rarity. "Applejack was just…just…"

Pinkie poked her head from above them. Somehow. "Apple-tastic!", she answered as she then thud to the ground.

"Exactly! We must do something to thank Applejack for single-hoofedly saving the town."

Pinkie got up to give an answer. "I know!"

The next week…

"A party!"

A celebration was being set up in the town square and pavilion, complete with balloons and and banners.

As Charles looked around, he could see Bon Bon tying a ribbon on a bridge alongside Twinkle, Cloud Kicker looking at an orange ribbon Golden Harvest had set up, Minuette dragging a yellow banner with an apple pattern similar to Pinkie's pennant, Berry Punch trotting over to assist her, Daisy looking awed at the results, Rarity adjusting tying a red ribbon to a tree, and Twilight—with Spike on her back—walking up to Rarity her.

"We all ready?", he heard his charge ask the white unicorn.

"Just one last thing." Rarity levitated the banner Minuette and Berry were moving earlier and hung it from the third-floor balcony. "Now we're ready."

"Is Applejack all set?"

Rainbow flew over and provided and answer as Charles approached them. "Actually, I haven't seen her all week."

He was shortly followed by Pinkie. "Not since the stampede."

"But she'll be here for sure. Applejack is never late."

"Well, there's always a first for everything.", said Charles.

Later…

A large crowd had gathered at the pavilion, where a lectern was set up in front of the doors. Twilight stepped up to this and levitated a stack of notes, squaring up their edges and bringing the first page up. "Welcome, everypony! Today we are here to honor a pony we can always count on to help in matters great and small." She 'brought up' the next page. A pony whose contributions to—"

Rainbow barged in, knocking the notes everywhere and forcing Twilight to step aside, much to her annoyance. "Did you see Applejack's slick moves out there? What an athlete! This week, she's gonna help me with my new flying trick, and I know it's gonna be so awesome!" At those last words, the pegasus made a face Charles was going to commit to memory.

Twilight shoved the pegasus back and continued, "Exactly." She then 'lifted' her notes again. "And—" She was cut off once more, this time by Pinkie, who popped up in front of her. Again, the notes fell.

"This week, I get to run Sugarcube Corner for the first time!", the pink earth pony announced.

"What does that have to do with Applejack?"

There was a brief pause from Pinkie. "Oh! Applejack, one of the best bakers ever, is gonna help me. Applejack makes everything great, so free samples for everypony!" There were cheers from the audience.

Twilight dryly pushed her aside. "Okay, that's great." The notes were up again, but scrambled. "Now if I could just make a point without being inter—" For the third time, she was cut off. This time, it was from Fluttershy, who poked her head up, something Charles didn't expect from her for some reason.

"Twilight?"

"—rupted!" The notes fell and the purple unicorn moved aside as Fluttershy stepped up.

"Twilight, I'm so sorry, but I just wanted to mention that Applejack is also helping me this week with the official bunny census, where we count up all the new baby bunnies that were born this season." On the latter part of this, Twilight rolled her eyes wearily at all these breaks in her train of thought. "She's gonna help gather them using her wonderful herding skills." There was a short pause, and before long, Fluttershy cringed and slid away.

"Anyone else?", Twilight called. "…Anyone?" There was no response except for a quiet cough. "No?" She briought her notes up yet again. "Well, then, as I was trying to say—" She paused upon realizing that the mayor was now standing next to her with an expectant grin. After a very long beat, Twilight gave up with a groan and let her notes go flying in all directions, which "Never mind!"

As Twilight stalked away, the mayor took her place, cleared her throat, and gestured to something on the far left (her right). "And so, with no further ado, it is my privilege to give the "Prize Pony of Ponyville" Award to our beloved guest of honor…" Charles turned to see where she was indicating and saw a large trophy decorated with a blue ribbon. It was gold and shaped like a two-handled oil lamp, supported by three pillars, and topped by a rearing filly. "…a pony of the utmost trustworthiness, reliability, and integrity…Ponyville's most capable and dependable friend…" The mayor then gestured to her left (the audience's right) "…Applejack!"

At the right side of the pavilion, a curtain was pulled open, exposing…absolutely nothing. Cheers quickly give way to gasps and silence, with the exception of Spike.

"Way to go, Applejack, that was awesome! I mean…" The baby dragon fell quiet upon finding himself on the wrong end of quizzical glances from his friends and an angry one from Twilight. The mayor, at a total loss, cleared her throat. "Awkward."

"I'm here!", Applejack's voice was heard. A blond mane, brown stetson, part of an orange-tan head, and a pile of apples made their way through the crowd. "I'm here!" She then gave off a yawn as apples fell loose, leaving fruit in her wake as some ponies reacted with shock as she passed. "Sorry I'm late, whoa…I was just…" She was then heard stumbling over something. "Did I get your tail?"

Finally reaching the lectern, she thrust her face into the mayor's, with two full apple baskets slung on her back.

Meanwhile, Applejack pushed the mayor aside. "Miss Mayor, hank you kindly for this here, uh, award thingie." She stepped over to look at it and yawned. "It's so bright and shiny, and…" She then gave a drowsy yawn. "I sure do look funny." She then began pushing her head forward and pulling it back and forth, making high-pitched "whoo-ooo" noises. Pinkie joined her after a moment while Twilight made her way up as well, looking truly confused as she stood on the other side of the trophy.

"Oo-kay…well, thank you, Applejack, for saving us from that scary stampede, and always being there for everypony.", the purple unicorn finally said.

Applejack gave another yawn. "Yeah, I like helpin' the pony folks and…and stuff." She dozed off and begins to snore. A moment later, she shook herself awake. "Oh, uh…yeah, uh, thanks!" Gripping one of the trophy's handles in her teeth, she dragged it backward off the stage and through the crowd.

Once she was gone, Twilight was the first to speak. "Was it just me, or did Applejack seem a little—"

"Tired?", Rainbow finished.

"Dizzy?" Fluttershy.

"Messy?" Rarity. This earned her puzzled looks from the others. "Well, did you see her mane?"

Pinkie jumped onto the stage. "She seemed fine to me. Whoo-ooo!"

"Given how you are, of course you wold think she's fine.", snarked Charles as he saw his charge make a thoughtful face.

Later…

Twilight Sparkle and Charles, decided to visit Applejack to see how she was doing. From what they saw, a short distance away, she was filling tubs with apples by bucking the trees bearing them. They could also see that, if anything, she was even more tired than she was at the award ceremony.

"Phew!", they heard her say as her head then drooped for a moment before she shook herself out of it and squinted behind herself, rearing up for another go. This time, she was too far away from a tree and hit nothing but air—and the tree had already been cleaned off to boot.

"What on earth is that pony doing?", Twilight asked herself.

Applejack repositioned herself and tried again, but kicked over an apple tub instead of hitting the tree. "Whoops."

"Hey, Applejack!", the two unicorns called. "Applejack!" The harvester paid no mind to either of them as Charles walked over to the upended tub and 'refilled' it with the dropped apples. "Applejack!"

After still no reply, Twilight fires up her horn and teleported over to stand right in front of Applejack while her bodyguard just walked over.

"APPLEJACK!", his charge yelled and the farmpony woke up with a start.

"Howdy, Twilight.", she greeted, not noticing Charles behind her.

"What is all this?"

Applejack just walked past as she replied, "It's applebuck season." Twilight teleported over to her as she bucked another tree while Charles just walked again. "Whoa."

"Apple-what season?"

Applejack kept moving. "It's what the Apple family calls harvestin' time." Another teleport from Twilight and another walk-over from her bodyguard. "We gather all the apples from the trees so we can sell 'em."

"So that's what this is about.", Charles spoke up.

"Ahh! Charles! I didn't see you there!"

"If you weren't so fatigued, you would've heard me walking over."

"But why are you doing it all alone?", Twilight asked Applejack.

"'Cause Big Macintosh hurt himself." Another teleport and walk-over and she stopped.

"What about all those relatives I met when I first came to Ponyville? Can't they help?"

Applejack gave a sigh before moving again. "They were just here for the Apple family reunion. They actually live all over Equestria and are busy harvestin' their own orchards. So, uh, I'm on my own." Yet another teleport and walk-over and this time his charge was blocking the farmpony's path. "Which means I should really get back to work." Her two unicorn friend held their ground, leaving them and Applejack to stare each other down for a moment. Applejack cleared her throat. "Hint, hint? Get back to work?"

"Fine.", the two conceded as they walked off.

Applejack began to sway from side to side. "Could you step aside, Twilight, Charles?"

"We just did.", said the stallion, noticing that her vision seemed to be off. From what he could tell from her face, Applejack wasn't sensing the world clearly. "Applejack, you don't look too good."

"Don't none of you five worry none, I'm just fine and dandy." The tried to buck another tree but failed. "Whoa!" There was another teleport and walk-over.

"Do you…want some help?", Twilight offered.

"Help?" Applejack shook her head emphatically. "No way, no how!"

"But there's no way you can do it all on your own." Applejack got in her face.

"Is that a challenge?"

"Um…no."

Applejack turned to Charles for an answer. "Does is have to be?", he asked.

"Well, I'm gonna prove to you that I can do it!" Applejack walked up past the two once again. Now if you'll excuse me, I've got apples to buck."

The two who have actually got a good night's sleep bit their lower lip nervously and looked after her. After a while, Charles turned to his charge, "May I—"

"No." She immediately cut him off and he gave a sigh.

Back at Pontville Rainbow Dash is tapping her hoof impatiently while standing on a fence waiting for something. She then sees Applejack running towards her.

"There you are." Dash said in a dissapointed tone.

"I'm a might' sorry, Rainbow. I was busy applebuckin' and I guess ah, I closed my eyes for a second and, when I woke up, I was late. Now, what's this new trick a' yours?" Applejack wondered.

"See this contraption?" Dash pointed to a tall structure with a platform on top and a teeter totter style launcher right under it.

"Uh... yeah." Applejack answered.

"Well, I'm gonna stand on one end, then you're gonna jump down from that platform, launching me into the air faster than I can take off on my own. Once I'm in the air, I'm gonna do some amazing flips and spins that are sure to impress the Wonderbolts." Dash instructed.

"Isn't that a' might dangerous?" Applejack asked.

"Pfft, heh, not for a pony who can fly." Dash assured as she prepared herself on the launcher.

"Well, alrighty then." Applejack eventually got on top of the platform and prepared to jump but then looked down. The height mixed with her tiredness made her very dizzy to maintain.

"Oh my." she said to herself nervously.

"Ready? One... two... THREE!" Dash counted down. Applejack jumped but missed her target and fell flat on the ground rather clumsily.

"Ummm... maybe I wasn't clear. You're suppose to land on the other end." Dash reminded. Applejack regained her balance and made a crazy looking face.

"Got it." Applejack understood but proved that she can't get it right because she repeatedly misses the launcher time and time again.

"Applejack, what the hay is going on? I mean, I thought I was working with Ponyville's best athlete!" Dash questioned her.

"You are. I'm okay. Really. I-I have an idea." she then reached up for the higher end of the teeter totter launcher and effortly pulled down the weight hoping she would fly like that.

"Ta-da!" she cheered weakly. Dash gave her an unamused look.

"Oh... Maybe not. Okay, one more try. I'm sure to get it this time." Applejack assured and lets go of the launcher. This makes Dash land on the other side hard and groaned in pain. As Applejack reached the top again she focused her eyes until everything was clear. Once it was she can see her target much better.

"Heh heh... Here I go!" Applejack began running and jumped off the platform.

"Wait." Dash yelled trying to get off but it was too late as Applejack finally landed on the her target and sended Dash flying high into the air with a a rainbow streak following behind her.

"APPLEJAAAAAACK!" Dash screamed as she flew uncontrollably.

"You're welcome!" Applejack yelled back. Back at the library Charles and Twilight lied on the balcony while Twilight reads and Charles enjoys napping under the warm rays of the sun next to her. A sudden scream and thud scared the two and looked to see Rainbow Dash lying on the rails panting and with her wings messed up.

"We have a door you know." Charles reminded.

"Can we help you?" Twilight asked.

"I think somepony else needs your help." Dash said.

"Applejack?" Twilight asked with an annoyed tone.

"Yep." Dash answered.

"We need to talk to Applejack again."

His charge gave a sigh as they exited the balcony.

Later, at Sweet Apple Acres…

As the two unicorns walked over to see Applejack, who was bucking another apple tree, full apple baskets slung on her back. She then ducked down to grab a fallen apple by its stem in her teeth, only yo bangs her head on a low branch as she straightened up. The hit sets her entire skull vibrating before her two friends approached within normal hearing range.

"Applejack, can we talk?", Twilight asked.

Applejack scratched at an ear, trying to clear it. As Twilight repeated herself, Charles could tell that that concussion compounded with her lack of sleep has dulled her hearing.

"CAN BEES SQUAWK?", the farmpony replied. "I DON'T THINK SO!"

His charge tried again. "No. Can we talk?"

"TWENTY STALKS? BEAN OR CELERY?"

"NO! I NEED TO TALK TO YOU!"

"YOU NEED TO WALK TO THE ZOO? WELL, WHO'S STOPPIN' YOU?"

"I NEED TO TALK TO YOU!"

"What?! Zoo?!", Charles gasped to himself in panic.

"OH!", Applejack said meanwhile. "WELL, WHY DIDN'T YOU SAY SO? WHAT YOU WANT TO TALK ABOUT? "

"RAINBOW DASH DROPPED IN TO SEE US TODAY!", Twilight shouted back.

"THAT'S QUITE NEIGHBORLY OF HER!"

"YES, EXCEPT THAT SHE CRASHED ONTO OUR BALCONY AFTER YOU LAUNCHED HER INTO THE AIR!"

There was a moment of silence before Applejack spoke up again, this time without shouting.

"Oh…yeah." She then dropped her head. "I wasn't feelin' quite myself this mornin'."

"Because you're working too hard and you need help!", Twilight told her.

"What? Kelp? I don't need kelp. I don't even like seaweed."

"HELP! YOU NEED HELP!"

"Nothin' doin', Twilight. I'm gonna prove to you, to everypony, that I can do this on my own!"

"What's more important to you, Applejack?!", Charles asked her. "The harvest, or your pride?"

Applejack ignored him as she walked away…and clunked her head on the same branch. This hit knocked her eyes out of focus. "Ow! Now if you'll excuse me, I gotta go help Pinkie Pie!" She then stumbled away, nearly dumping her freight of fruit and leaving Twilight to groan wearily to herself.

Charles then turned to face his charge. "May I—"

"No."

"It won't hurt her. Much."

"Violence is not the answer."

"Oh, come on! I'll eve start out weak."

Twilight was resolute at refusing her bodyguard whatever he was asking. "No."

Charles grumbled at this. "Fine. But strike three, and I'm doin' it whether you like it or not."

Applejack then makes it to Sugarcube Corner to help Pinkie Pie with baking.

"Now Pinkie Pie, are you sure you're up for baking the muffins and running the store this afternoon?" asked a blue mid-aged pony with a pink fluffy mane and tail similar to Pinkies.

"Yes siree bob, Mrs. Cake. Plus, I have Ponyville's prized pony to help me out. Why, she's the best baker ever. Right, Applejack?" Pinkie asked Applejack excitedly. Applejack shook her head rapidly trying to get rid of the ringing in her ears.

"No? You're not the best baker ever?" asked Mrs. Cakes husband a tall yellow pony with orange hair.

"WHAT? Oh no! I mean, don't you fret. I can bake anything from fritters to pies in the blink of an eye." Applejack assured.

"[sigh] Alright. Well, see you later, girls!" Mrs. Cake said as they leave the store. Applejack continues to shake her head until Pinkie stops her by pressing her hooves on both sides.

"Stop with the shakin', it's time to get bakin'." Pinkie said. They went to the kitchen to get ready to prepare a mufffin recipe.

"Alrighty! I'll get the sugar and the eggs. Can you get me some chocolate chips?" Pinkie asked. Applejack was resting her head on the counter sleeping. She then regained composure.

"Eh, uh, wha, what was that?" Applejack asked. Pinkie repeated again but to Applejacks hearing it sounded like she was going in slow motion.

"Chips... got it. Tater chips, a little salty and dry, okie-dokey." Applejack grabbed a bag of potatoe chips and poured them in a bowl.

"What next?" Applejack said.

"Baking soda." Pinkie instructed.

"Soda. Perfect. That'll get the tater chips nice and wet." Applejack then grabbed a bottle of soda from the fridge and poured it into the bowl.

"Now what?" Applejack asked again.

"A cup of flower." Pinkie instructed.

"A cup o' sour? Well, lemons are sure sour. One cup o' sour comin' up." Applejack grabbed a cup of lemonade and add it to the bowl.

"Anything else, Pinkie?" Applejack asked.

"One last thing. Wheat germ." Pinkie finished. Applejack gave out a disgusted sigh.

"Wheat worms? Oh, that must be fancy talk for earthworms." Applejack thought and went outside and dug up few worms from the ground and add it to the sickening batter.

"Now that's gonna be delicious." Pinkie assured. Applejack looked at the batter which had worms and other unhealthy ingredients in a sickly green mush.

"If you say so." Applejack said. When the muffins were done they took them into the front of the shop and put them on display with a line of ponies already for their unhealthy treats.

"Free muffin sample spectacular!" Pinkie announced. The ponies looked at the treats in awe as most chatter about them and some of their mouths water in hunger.

"Yeah! Muffin spectacles! Get em' while they're hot." Applejack joined in. Hours past and at the hospital a nurse opens a curtain to reveal Charles, Twilight, and Spike behind it with worried faces.

"We came as soon as we heard." Twilight said.

Redheart gave a sigh. "Thank you, Twilight. We need all the help we can get." She then stepped aside to show the victims of what he presumed was the muffins. He saw Sea Swirl, Daisy, Twinkle, Carrot Top, Lemon Hearts, Berry Punch, and Pinkie Pie.

Some of the patients' faces have gone green. And one was vomiting into a bucket, much to Charles' horror. Luckily, she didn't seem to have—he shook the thought off, spooked at the idea.

Twilight seemed to have the same thoughts as well. Or perhaps something somewhat less so. "Oh, no! What happened?"

Spike noticed a half-eaten muffin on the floor, picked it up, and was surprised to see a worm poke out of it. "It was a mishap with some of the baked goods.", explained Redheart.

"No…not baked goods…baked bads!", Pinkie corrected, green-faced before throwing up into a bucket.

Twilight recoiled for a moment, then regained her nerve. "Applejack!", she concluded.

"Yup.", agreed Charles.

Sounds of eager chomping were heard. They turned to see Spike scarfing down the muffin he found and had gathered up an armload. He then offered some to them. "Want one?"

The next day…

Charles and Twilight Sparkle walked up to Applejack, who was nodding off without her hat as she hung on the high end of an upturned cart. She apparently was going to back the cart to a tub that rested in a depression between two hillocks, but had fallen asleep, resulting in gravity getting her to this position.

"Applejack.", Charles and Twilight sternly called. "Applejack, we need to talk."

"Wha—? Huh?...Oh. It's you, Twilight, Charles." She gave a yawn. "I know what you're gonna say, but the answer is sill no."

"Not to upset your apple cart, but you need help.", Twilight said.

"Har-de-har…" She tried to flip herself down and failed. "…and no, I don't." Again.

"Here. Let me help."

"Help?" And again, but still to no avail. "No, thanks!" The two nonplussed unicorns just watched her attempt to get herself and the cart off. "A little more…little…" Twilight clapped a hoof to her face as Applejack successfully unhooked herself out and was already moving the cart into position onto another tree, ready to buck it. "There. I'll prove that this Apple can handle these apples." She then bucked the tree repeatedly. "Come on, apples…fall off!"

"AJ.", Charles called as he looked up. "I think you're beating a dead…tree." Indeed she was; its branches bore no fruit whatsoever and only had a very few leaves. And one of them dropped loose.

"I knew that." The farmpony said as she walked off, the two unicorns following.

"Sure you did.", the bodyguard replied with sarcasm.

"Actually, Applejack, I had something else to talk to you about.", Twilight said. "I just came back from Ponyville Urgent Care and—"

"You know, I'm a little busy to get lectured right now, Twilight.", the farmpony cut her off.

"But if you'd just let me help—"

"Ugh! No, no, no!" The three of them stopped walking. "How many times do I gotta say it?" She then walked off. "I don't need no help from nopony!" However, she was then stopped by Charles, who had pulled on her tail for a second to catch her attention.

"Sorry, Applejack, but I can't allow you to continue.", he said as he heard his charge complain about Applejack being as stubborn as a mule. "Already, thanks to your muffins, you poisoned THE ENTIRE—" He never got to finish as Applejack had raised her hind legs and bucked him in the face, sending him right past his charge—and a mule—into a tree, where he crashed.

"I. WILL. DO THIS. BY MYSELF! And nopony's gonna stop me!", he heard Applejack say before closing his eyes. He was quickly woken up by an apple falling on his head. As he opened his eyes, he saw his charge and a buck-toothed mule standing beside her.

"Charles!", he heard his charge call.

"Are you okay?", the mule asked.

The stallion groaned as he righted himself back on all fours and rubbed his muzzle. "Do I look like I'm okay? Applejack just bucked me in the face! Sorry, but that was strike three. Regardless of your opinion or anypony else's, Twilight, I have to do this for the sake of the town!" The then trotted forward, only to fall down in pain. He had suffered some injuries in the legs from his collision with the tree. "Oww! After I get healed up first, that is."

Twilight levitated Charles onto the mule's back and the three began to walk to Ponyville.

"Oh Applejack! Thank you so much for offering your herding skills for the annual rabbit round up." Fluttershy happily thanked.

"Ugh. Why are we doin' this?" Applejack asked in another irritated tone.

"Well, lots of new baby bunnies have been born, so it's my job to get a count of all the new families.

"Fine. Can we just get on with it?"

"Certainly, but remember, these are bunnies we're dealing with, not cows. They're a timid bunch and need to be treated gently."

"I do NOT need any direction on corrallin' critters. Right, Winona?" Applejacks dog gave an agreeing bark.

"Okay, little bunnies! I need you to all gather here in the middle." Fluttershy said to the bunnies in a calm tone. Applejack then stomped her hoof on the ground which startled the bunnies.

"That's right! Let's go, bunnies. In the center. Hop to it." Applejack said to them with a forceful tone which scared the bunnies away in multiple directions.

"Swell. Just swell. Put 'em up, Winona!" Applejack ordered. Winona gave an obedient bark and they started chasing them out of bushes and other hiding places.

"Applejack! Winona! Stop! You're scaring them." Fluttershy said in a frightful tone.

"We know what we're doin'. Get along, little bunnies." Applejack shouted. Her and Winona continued chasing them around while the bunnies hopped in fear. They eventually corned them into a small fence but they were still shaking in fear looking like they are ready to panic.

"Oh no." Fluttershy said just the moment the timid baby bunnies lost it and hopped away in fear. In Ponyville another rumble was taking place but was a little lighter than the last one. Rainbow Dash flew up to see the same path was being shrouded by a cloud of dirt dust.

"STAMPEDE!" Dash yelled out a second time and the town began to panic the same way it did last time. The bunnies entered the streets as the citezens watched inside the buildings. A lone pony stands in the path in fear and overdramatically faintes. The bunnies went around her and spread out in the town. Charles and Twilight were trotting in town until they three unconscious earth pony mares before them. Daisy, Lily, and Rose.

"The horror!", cried out Rose. "The horror!"

"It was awful!", said Lily.

"A disaster!", Daisy lamented. "A horrible, horrible disaster!"

The cause of which had Charles and Twilight mystified, since the street was empty and quiet. "I don't get it."

Lily rushed to a ruined vegetable patch. "Our gardens, destroyed!"

Rose raced to some denuded flowerpots. "Every last flower, devoured!"

Daisy still lay in the street. "By…by…them!" She pointed to a of bunnies chowing down on every bit of greenery in sight.

Charles and Twilight could also see Fluttershy in a state of panic. "Oh, my…oh, please stop, little bunnies…oh…no, no…please, let's go home…" She then ran off to chase a few. "…no…oh…oh, my goodness!"

"All right.", Twilight said to herself. "Enough is enough!"

"Twilight!", her bodyguard called. "Gonna speak with Applejack again?"

"What else do you think?", she called back.

Shortly after, at Sweet Apple Acres…

The two unicorns trotted up a hill where Applejack was weakly bucking a tree. "Must…keep…buckin'...just…a few…more…must…finish…harvestin'…", she muttered as the two came up to her with their complaints.

Twilight was first. "All right, Applejack. Your applebucking hasn't just caused you problems. It's over-propelled pegasus, practically poisoned plenty of ponies, and terrorized bushels of brand-new bouncing baby bunnies."

Charles was next. "Not to mention eating every plant in all the hard worked gardens."

"We don't care what you say, you. Need. Help." Charles and Twilight said together.

One more buck brought down a double basketful of apples. "Hah! No, I don't. Look, I did it!" Applejack pointed to one part of the orchard. From what the unicorns could see—in addition to Big Macintosh coming over—every visible tree has been cleaned of its fruit. "I harvested the entire Sweet Apple Acres without your help. How d'you like them apples?"

They then looked at another part of the orchard…and it turns out only half of the work had been finished. And Macintosh was quick to point it out to his sister as he spoke in a slow and thoughtful tone and gesture his head. "Um…how do you like them apples?"

Applejack turned as well and she shuddered in panic upon realizing she was only half-finished. "Where'd all the apple…" Her speech degenerated into unintelligible mumbling as her eyes went out of focus, and she tottered back and forth before finally crashing to the ground.

"Applejack." a distinct voice said.

"AJ?" another muffled voice said.

"Applejack." the first distinct voice said again. Applejack opened her eyes to see Charles and Twilight over her.

"Huh?", she uttered.

"Oh, good. You're okay.", Twilight said. "Now, Applejack, I completely respect the Apple family ways. You're always there to help anypony in need," She didn't notice her friend look nervously off toward the trees that still needed harvesting. "So maybe you can put a little of your stubborn pride aside and allow your friends to help you."

There was a long pause. And he heard Applejack concede. "Okay, Twilight."

"I am not taking no for an answer." She then paused upon realizing what Applejack said. "What?"

"Yes, Twilight." Applejack then put her front hooves together beseechingly. "Yes, please. I could really use your help."

Smiling, Twilight chuckled to herself and let off a relieved little sigh. It was then that Charles decided to add.

"I'm glad you've come to your senses.", he said with a smile

Later that day…

Applejack's friends were gathered at the Acres, doing what they could to assist. Rainbow Dash was bucking a tree so that its fruit fell into a cart pulled by Pinkie Pie. Charles 'picked' apples from a tree and 'set' them on their basket. Fluttershy was letting apples from another tree drop into baskets on her back, all just by looking at them somehow since nopony was picking them up and dropping them. Rarity was carrying two full ones away. As for Twilight, she was levitating apples off a large stretch of trees and moving them to fall into three huge tubs.

As they finished, Applejack—now properly rested, and with a swath of bandages wrapped around her midsection, which Macintosh had said he had similarly worn around two weeks before—pushed a beverage cart carrying eight bottles of apple juice, complete with straws.

Applejack called to the rest, "How about y'all take a little break? I got some fine apple juice waitin' for you." Everypony gathered at a table where she had set up the drinks. She then gave a sigh. "Girls and Charles, I can't thank you enough for this help. I was actin' a bit stubborn."

"A bit?", Twilight echoed.

"Okay, a might' stubborn. And I'm awful sorry. Now, I know the town gave me the Prize Pony award, but the real award…is havin' you all as my friends."

"Aw shucks." Charles said playfully and the group began drinking their beverages.

Spike walked up as Rainbow finished her drink and pulled away from her straw. "Phew! That applebucking sure made me hungry."

"And I've got the perfect treat!", Spike offered as he held up the botched, half-eaten muffins.

Pinkie, who was next to him, recoiled at the sight. "Ewww! Spike, I threw those away! Where'd you get them?"

"From the trash!"

"EWWW!", everypony said as they started to leave.

Spike followed them, insistent. "Just a little nibble? Come on…"

"As if!" Charles said among the others who are declining the offer in a disgusted tone.

"Dear Princess Celestia: My friend Applejack is the best friend a pony could ever have, and she's always there to help anypony. The only trouble is, when she needs help, she finds it hard to accept it. So while friendship is about giving of ourselves to friends, it's also about accepting what our friends have to offer. Your faithful student, Twilight Sparkle."

Pinkie Pie: So you're working on the episode with that meanie griffon Gilda now?

Karsap: Yes. You got a problem?

Pinkie: Nope.

Karsap: Good.

Disclaimer: I own only the following: Charles.

Chapter 5: Griffon the Brush-Off

Daytime in the outskirts of Ponyville…

Pinkie Pie was jumping up and down as she rambled about something. One a bench nearby, Twilight Sparkle was sitting down on it and reading a book.

"Hoof-biting action overload!", the pink earth pony was saying. "She was like a stunt superstar, flying higher and higher, and then Rainbow Dash swooped down, swoosh!" She zipped off, then hopped back. "And right before she hit the ground, shoom!" She floated whle doing this, then landed on her hooves "She pulled up! Vroom!"

"Uh-huh." Twilight wasn't paying attention as she replied.

"And then she looped around and around, like woo-woo-woo-woo-woo-woo-woo!" She mimiced the action with her head, eventually becoming so dizzy that she collapsed to the ground.

"Uh-huh."

The pink pony wound up on her back, giving her a good view of Rainbow Dash soaring overhead. upon seeing the pegasus, she bounded up and raced after the blue flyer.

"Phew!", Twilight sighed in relief as she flipped a page with her teeth rather than magic, and continued reading. "Hmm…I wonder where Charles is.

"Rainbow Dash!" Pinkie called out to her. Rainbow Dash notices her and produces an annoyed look.

"[moans] Pinkie Pie? Not again." Dash whispered to herself and started flying faster.

"Rainbow Dash." Pinkie began galloping to catch up.

"Not now, Pinkie Pie." Dash said to her and started flying even faster.

"But, but Rainbow Dash-"

"I'm in the middle of something."

"But-"

"I said not now-[grunt]." she suddenly crashed into something and started sliding down from it. As soon as she hits the ground Pinkie was waiting for her.

"I was gonna tell you to look out for that mountain." Pinkie explained. Dash grumbled at the typical random Pinkie Pie.

A while later…

Charles was taking a walk along the town square when he noticed Pinkie Pie trotting happily. Curious, he decided to approach her just as she reached a produce cart where Cloud Kicker, Derpy Hooves, and another pegasus pony were conversing with one another. The third pegasus had a chartreuse coat, dark pink hair, amaranth-colored eyes, three suns as her cutie mark, and her name was Merry May.

"Hi!", Pinkie greeted them just as he came over as well. "I'm looking for Rainbow Dash. Have you seen her?"

"Sorry, no.", answered Merry as she and the others shook their heads. Pinkie then noticed Charles and turned to face him.

"Hi there, Charles! Have you seen Rainbow Dash?"

"Nope."

"Okay, thanks anyway." She then—with Charles following—walked over to Twilight Sparkle, who was just outside a bookshop. "Twilight! Have you seen Rainbow Dash anywhere?"

Twilight pointed up. "Isn't she right up there?"

The three of them looked up to see her rear half protruding vertically from a cloud she was hiding in.

"Rainbow Dash!", Pinkie cried out in a singsong manner.

Up came the striped mane, a wisp of cloud adhering to it over a truly freaked-out face. She looked one way, then another, and took off with enough speed to nearly pulverize the rest of the cloud, leaving only a few tufts. Pinkie, completely unfazed, began hopping along the road after her at a leisurely pace. Rainbow Dash then came to Sweet Apple Acres and hid behind the barn. She checked to see if Pinkie was any far behind.

"Phew. That was close." Dash sighed in relief and turned to leave.

"Hi!" Pinkie mysteriously appeared in front of her and scared her. She screamed and flew as fast as she could away from Pinkie to find another hiding place. Pinke was doing the same slow hop as last time to Dash's direction. Dash found the library tree and hid inside the branches and leaves. She checked to see if Pinkie was around but didn't see her. She panted tiredly and thought it was over.

"Hi again." Pinkie said under her as Dash was standing right on her. She screamed again and flew away to find yet another hiding spot. Pinke continued the slow hop following Dash. But Dash was hiding behind a cloud above her and started going the other direction. She landed near a lake a looked out in the fields to see her. Pinke again randomly appeared out of the lake wearing snorkle gear.

"Pfeh. I need a favor, Rainbow Dash." Pinkie said as she spat out the snorkle from her mouth. Dash was ready to retreat again.

"Waaa-oh, forget it." Dash gave up and fell to the ground in defeat.

"I totally promise it'll be totally fun." Pinkie assured.

"[sighs] Okay." Dash said in a depressing tone.

Three minutes later…

Charles arrive at the library.

Charles sighed as he then rapped at the door. Spike answered it.

"Hey there, Charles." Spike then made his way out.

"Hey there, Spike. Where do you happen to be going?"

"Don't you remember?"

"Oh, right. See ya."

Five minutes later…

Charles left the library, just wandering about.

"Over to the right!…No, no, a little to the left!…Oh, wait! Back to the right!"

Charles started up, and saw that he was at the pavilion. Rainbow Dash was adjusting the position of a nearby cloud. Pinkie Pie was nearby, working her hooves around through several angles, squinching her eyes as well. Apparently, the two were up to something, and Rainbow's patience was wearing thin.

"Now, a little leftish while staying rightly." The assistant did her best to follow this one. "Stop! Hmmm…maybe a few inches to the south! Now a couple of centimeters north! Okay, one more smidge-a-meter to the—"

Rainbow Dash then lost it. "PINKIE PIE!"

"Uh, I mean, perfect! Now, wait for my signal."

The cloud had ended up almost exactly above the front doors. Pinkie then peeked through a window, and that was when Charles realized whom they were gonna do their thing on. He was about to enter the pavilion to give a warning when Pinkie suddenly pulled him away and covered his mouth.

Spike then exited the pavilion, whereupon Pinkie—while still holding Charles—threw a quick gesture skyward. Rainbow proceeded to give the cloud a swift buck, causing a sudden flash of lightning that frightened Spike into dropping his scrolls. Pinkie then let Charles go and leaned intently toward Spike, who stood stock-still for a moment…before starting to hiccup. Rainbow smiled and Pinkie laughed as the cloud brought the former down to the ground.

Charles groaned in failing to 'rescue' Spike as he continued to hiccup.

"Oh, Rainbow Dash, we startled Spike into getting the hiccups!", Pinkie said. Everyone but the stallion laughed with her.

"Good one, Pinkie Pie!", the baby dragon replied in between hiccups. "You're always pulling a fast one on me." He then picked up one of the scrolls, but hiccuped a lick of fire over it and yelped in surprise. It vanished in a wisp of sparkling pink smoke.

"Oh dear.", complained Charles; Spike just sent a message to Princess Celestia by mistake.

"Oh, no!", gasped Pinkie. "You're not hurt, are you?"

"Nah.", Spike hiccuped. "Don't be silly. Dragons are fireproof."

"Oh…okay. Good." She and Rainbow then traded a smile and started laughing again while Spike rounded up several other scrolls. Another incendiary hiccup burnt the lot and left him staring haplessly after the inadvertent mass mailing.

"I wish the same thing were true of scrolls."

Charles can't help but make a joke out of this one. "And might I say that this is Equestria's first ever…junk mail delivery."

"Junk mail?", both prankster ponies asked as Spike continued to pick up scrolls—and inadvertently send them via hiccups.

"Unsolicited or undesired messages."

The two mares turned to one another, then burst into laughter once again.

"Have you ever seen anything more hilarious?", Pinkie asked before falling back laughing.

Rainbow gave a wicked smile. "I can think of one thing." That "one thing" was to kick the cloud for another lightning flash. It would take more than that to get the jump on Charles, but it was sufficient to startle Pinkie—and it left her with the hiccups as well. She started alternating between these and giggles. "I didn't take you for a prankster, Pinkie Pie."

As the pegasus flew down, the earth pony had stood up. "Are you *hic* kidding? I love to pull pranks! It's all *hic* in good fun, and Pinkie Pie loo—*hic*—ooves to have *hic* fun! *hic*"

"You know, Pinkie Pie, you're not as annoying as I thought." Pinkie gave out another hiccup. "You want to hang out?"

As she spoke, she was cut off with hiccups as she was sent flying all over the place. "That'd be—I'd really—when do—I mean—when would you—" Rainbow then stopped her with a hoof over the mouth.

"A simple nod will do."

Pinkie complied and the two conspirators then smiled at each other. Meanwhile, Charles had taken up Spike on his back, who had his tongue stuck out.

"Okay, now keep doing that for several minutes.", Charles advised.

Dash and Pinkie went to the prank store to buy prank products. They went to Rarity's boutique and put a stack of flowers in front of her door and put some sort of powder on it. They rang the door bell and hid behind some nearby bushes.

"Is she even home?" Dash asked.

"I don't know. This is gonna be gold." Pinkie snickerd along with Dash. Rarity opened the top part of her dutch door and looked around for her ringer.

"There she is." Dash said and both pranksters hid behind the bushes. Rarity notices the flowers below her and was delighted to take a sniff. She then felt something on her nose and pulled out to see a powder on her nose. She was gasping lightly until she sneezed a couple times. She then heard lauging and saw Dash and Pinkie laughing with a can of sneezing powder with them. Dash swiftly ran from Rarity and dropped the can with Pinkie behind. She then made a huge sneeze and zoomed out of the scene with Rarity having an amusing smile on her face.

Later…

Charles had remedied Spike of his hiccups. He then made his way to his "training range". the "training range" is actually a empty room with a training dummy.

Charles prepared his "magic horn blade" and 'whacked' away at the dummy, dodging its 'counterattacks' and performing parries. It wasn't much, but it'll have to do. This was his only means of reveling in combat.

All of a sudden, he thought he heard a small explosion and breaking of glass. He then remembered Twilight doing a chemistry experiment.

[screen mode]

{Cut to Charles in the center of the room. Fade to a close-up of his face and pan slowly to the right.}

Charles: (thinking) Okay. Take a deep breath.

{Charles takes a deep breath, then lets it out.}

Charles: (thinking) Take a few more. Tune out all general distractions. Do not fall asleep. Just clear your mind.

{Charles takes another deep breath, then lets it out again. Cut to a view of the orange unicorn as the 'camera' pans around him. Slowly, the following disappear with each deep breath; the landscape, then everything outside the "training range", and then the whole training range itself, leaving only Charles as he mentally attempts to meditate. Fade to a close-up of Charles' head. All of a sudden, his ear perks as if catching something.}

Charles: (thinking) Someone's about to attack. I wonder if—no, I must focus should they strike.

{Cut to an overhead view of Charles. The 'camera' then tilts upward and pans down so it then eventually ends at his face. Suddenly, he opens his eyes and turns them to his right.}

Charles: (thinking) There!

{Entire background returns to normal as everything goes slow-motion. Charles' horn glows as he zips to the area immediately behind him with the "flash-step" spell. As he 'steps' away from the 'camera', a rainbow-colored streak slowly passes across where he was a second ago from the left. Time resumes normal speed as a crash is heard from the right.}

Charles: Nice tr—ack!

{Charles was cut off by a pink streak catching him from the right, sending him off-screen. A crash is then heard from the left. Camera zips to the left to reveal the pouncer having been Pinkie Pie. They had crashed into the wall of the "training range".}

[end screen mode]

"Oww, you got me, Pinkie Pie.", Charles said with a smile. "I'll admit I was lucky with Rainbow Dash."

"That was luck?!", Rainbow asked as she zipped over.

"Yeah. You two make for great reflex practice.", he gave a genuine smile. "Thanks."

"You're most welcome, Charles!", replied Pinkie. "I don't think we were even trying to prank you." She turned to Rainbow. "Uhh…what were we supposed to do to him?"

"We just did it. I was wondering if he has a sense of humor."

"You really take me for somepony who doesn't know how to have fun?" Neither mare had an answer for that. "I do too. Pranks are just not my thing."

"Is snarking yours?"

"No. Combat practice is."

"You're one strange pony.", Rainbow said, which resulted in the stallion raising an eyebrow. "Sure. I think I can help with that."

"How?"

"I'm a black belt in karate."

"Oh, that's nice to hear. Although, I'm not sure if a martial artist and a magical warrior like myself is a good match-up. But better than nothing, I guess."

"Let's duel tomorrow, okay?"

"Sure."

At Sweet Apple Acres Applejack was pulling out a cart getting ready to work on gathering more apples for the day. She then gasped to see every single apple had changed with multiple colors on them.

"Land sakes!" Applejack said in disbelief. She then heard chuckling. She turned to see Dash and Pinkie with paint brushes and paint trays. They laughed at the sight of the surprised farmer but quickly turned to fear to see Applejack throw there colored apples at them in anger. Applejack sees an apple colors wash away to it's original red look in a barrel of water. She couldn't help but chuckle to see what they did.

A few hours later…

Charles decided he had enough solo practice for today and decided he would take a walk. He made his way to a stream bend, where he saw Fluttershy tending to several fish and a couple other water-dwellers that began to gather at the bank. As he caught her in her sights, he decided to make his way to her. But instead of walking around, he cast his water-walking spell and started to trot his way across the lake.

As he did, his foot touched something he knew wasn't from the lake; he turned to the left and saw a turtle…which was an obvious fake. He saw that there was a long tube attached to its rear and it trailed back across the stream. As it squeaked a bit, his eyes followed the tube to where it disappeared over a hill on the opposite bank. A telescope was extended up from behind.

On the far side, Rainbow Dash watched the scene through this telescope while Pinkie jumped up and down, a rubber bulb in her teeth, which was attached to the other end of the tube and was providing the noise.

"Is someone over there?", Pinkie asked. "Who are we gonna squirt? Who are we gonna squirt?"

Rainbow snickered before giving an answer. "Fluttershy."

"What?!" Pinkie spit out the bulb. "No, no, no, no, no, no. We can't prank Fluttershy. I mean, she's so sensitive. It'll hurt her feelings, even our most harmless prank."

Rainbow backed up from the scope. "Yeah, you're right." She then blew a raspberry and turned to Pinkie. "Huh. We need another victim who's made of tougher stuff."

She failed to notice Pinkie's struggle to contain a laugh and puts her eye back to the scope for a moment. She backed off again, not realizing there was a ring of ink around her left eye, left by the scope's eyepiece.

"So, who's it gonna be?"

"Oh!" Pinkie gave a giggle. "I've got someone in mind—the toughest around."

"Oh, awesome!" Rainbow Dash looked around. "Who, who? Do I know them? Is it Charles? I could swear I saw him walking on the water a while ago."

The two ponies made their way to the bank, but Charles wasn't anywhere to be seen. "Oh, yes. You're very close."

As Rainbow looked into her reflection and noticed her inked eye, Charles suddenly popped out right next to them, having walked stealthily as they made their way to the water. "Yeah. Very close to a stern beating. Good thing Pinkie Pie has standards. Nice one there, by the way."

The three had a good laugh from the inked eye, then the earth pony and pegasus stopped upon noticing the unicorn, utterly stunned, and their eyes as small as pinpricks.

"I can be stealthy when I want to be.", he said with a chuckle. "And I know how to have fun too. You should've seen the looks on your faces." He then burst out laughing, and was soon followed by the others. He then put his hoof out for a high five, then yanked it back when Rainbow and Pinkie tried to slap it.

"So that means you're—", Pinkie was about to say.

"No. Pranks are still not my thing, I just happened to be in the area. We should go on home."

"Yeah. It's almost sunset. See ya, Charles."

"See ya." As the two pranksters left, Charles looked over to the other side of the bend. Fluttershy was now alone with the decoy turtle. She cautiously tried to pet it, only to see the head bounce back and forth on its spring, surprising her. I wonder if I should tell her what it really is? Either way, I should take her home.

Sunrise, the next day…

Just outside Ponyville proper, near Sweet Apple Acres, Pinkie Pie trotted down the dirt path beside Charles, wearing a pair of joke glasses with a big red nose and droopy mustache attached and blowing on a noisemaker. The earth pony was also wearing the classic "arrow through the head" over her mane.

The unicorn just rolled his eyes as the two of them approached Rainbow Dash's house. It was a house built of clouds and rainbows, sporting a number of Greek-style columns and floated at a very low altitude, but still above their heads. A stream of the variegated light spilt over the edge as a waterfall. Pinkie was here to greet her fellow prankster while Charles was here to invite his temporary sparring partner.

"Rise and shine, Rainbow Dash!", Pinkie called out. "It's a brand new day, and we got a lot of pranking to—"

A head poked out, but it wasn't of their friend's, but that of a bald eagle with feathers swept forward on top of the head. It aimed a puzzled and slightly hostile yellow eye toward ground level. "Ooh!"

Three seconds later, Rainbow Dash popped her head up from the roof. "Mornin', Pinks! Mornin', Carl!"(1) She then dropped to ground level and addressed the newcomer.

"Gilda, this is Charles and my gal pal Pinkie Pie."

The visitor then descended with a shrill cry, revealing herself to be a griffon—brown-furred lion's body, tail, and hind legs; eagle's head, wings, and talons on the forelegs. All of Pinkie's joke items dropped to the ground when she and Charles got a good look at the creature, whose female voice and body language practically screamed "too hip for the room." in the unicorn's mind.

"Hey, what's up?", the griffon greeted.

"Pinkie, Charles, this is my griffon friend Gilda.", Rainbow introduced.

"What's a griffon?", Pinkie asked.

Gilda spread her wings in a crouch and jumped toward the three. "She's half eagle, half lion—"

"And all awesome!", Gilda finished as she threw a foreleg around Rainbow's shoulders, who playfully pushed her away. After a playful snarl, the two of them laughed and chattered while trading their particular version of a secret shake. As the pink pony stared with some bewilderment, the unicorn (and only male in the area) put a hoof to his chin.

Hmm…now where have I seen her before? …Nah, must be another griffon.

"Gilda's my best friend from my days at Junior Speedster Flight Camp.", Rainbow explained, then turned to Gilda. "Hey, remember the chant?"

"Sh'yah. They made us recite it every morning. I'll never get that lame thing out of my head."

"Sooo…?"

The griffon mets her big smile with an unenthusiastic little groan. "Only for you, Dash."

Both rose into the air to do the choreography for the chant. Obviously, Gilda looked like she would rather be doing something else.

Now Playing: Junior Speedsters Chant

Junior Speedsters are our lives,

Sky-bound soars and daring dives.♪

The two then landed on the ground.♪

Junior Speedsters, it's our quest

To someday be the very best!♪

End Song

Pinkie's response was to laugh and stomp one hoof on the ground, prompting both Speedster alumni to turn their heads away in embarrassment for a moment. Charles just rolled his eyes once more.

"Oh, that was awesome!", Pinkie said. "And it gave me a great idea for a prank!" She shoved her head into the pile of novelties to put them all back in place. "Gilda, you game?"

"Huh. Well, I groove on a good prank as much as the next griffon." Gilda then elbowed Rainbow, spreading her wings. "But, Dash, you promised me we'd get a flying session in this morning." She then lifted off.

"Yeah, uh, well…Pinkie Pie, Charles, you don't mind, do you?" Rainbow started to hover. "Gilda just got here. We'll catch up with you later."

"Oh! Um…well, sure, no problem.", Pinkie said as they zoomed off. "Have fun, you guys! I'll, uh, just catch up with you…" She then sighed dejectedly and sat back on her haunches. "…later."

As the noisemaker in her mouth sounded off weakly, Charles was still waving at them. "See ya."

Later…

After his walk threw town Charles returned to the library, where Pinkie Pie was having a conversation with Twilight Sparkle, who was reading a book and flipping pages with magic. Spike was on the stairs, reading a different book.

"So, Pinkie Pie…", Twilight said. "…are you sure that this friend of Rainbow Dash is really so mean?"

"Um, yeah!", Pinkie replied as she continued to pace. "She keeps stealing Rainbow Dash away, she popped my balloons, and she told me to buzz off! I've never met a griffon this mean! Well, actually, I've never met a griffon at all. But I bet if I had, she wouldn't have been as mean and grumpy as Gilda!"

"You know what I think, Pinkie Pie?"

"Hmm?"

"Well, I think…you're jealous."

"Jealous?!"

"Green with envy.", Spike put in. "Well, in your case, pink with envy."

"Well, yes, jealous.", agreed Twilight. "Listen, Pinkie. I don't want to upset you, but just because Rainbow Dash has another friend doesn't make Gilda a grump."

"I'll have to agree with her.", said Charles. "I mean, this is a childhood friend we're talking about here. They haven't met for quite some time, and I'm sure they're just catching up on old times."

"I mean, perhaps it's you, Pinkie, who needs to improve her attitude."

The sole stallion turned to the pink earth pony and saw that the idea seemed to sit very badly in her brain under that fluffy magenta mane.

"Improve my attitude?", Pinkie said, stammering. "But I—but it's Gilda that—are you seri—" She then gave up on the discussion with a frustrated yell and stalked out, slamming the library door hard enough to shake the whole building. Twilight sighed as she and Spike traded a very worried glance.

"I gotta go.", said Charles as he opened the door. "I wanna know a bit more about Gilda. I want to assure myself that she won't cause trouble as I know griffons to have a general animosity against ponies."

"How do you know about griffons?", Twilight asked.

"Remember, I'm part of the royal Guard. Maybe you should read up on them." And with that, he followed Pinkie out of the library, although he nearly lost her. After a while, he found his way to the park and located her.

As he approached the pink earth pony, he heard her say, "Maybe Twilight is right. Maybe Gilda isn't a big mean grumpy mean meanie-pants. Maybe I'm just a big jealous judgmental jealous jealousy-pants." She then sighed.

"Pinkie.", Charles called and she turned to face him. "You obviously didn't tell Twilight everything in your fit of frustration. I'm sure she wouldn't have said what she had said had she understood better. Mind telling me?"

"Okay."

Sometime later…

"So that's what happened…"

The two ponies were now sipping an ice cream soda each at an outdoor table. The table was situated close to a building whose roof resembled a heavily decorated gingerbread house with two cupcakes stacked on top. There were candy-striped columns on either side of its two-part door, and iced-gingerbread fences by the flowerbeds, a sign marked with a cupcake hanging near one window, a water pump and trough stand at the opposite side, a weather vane and violet rock-candy projection at one end of the roof, and two upper stories decorated to resemble a pair of stacked cupcakes, with candles on the topmost one. According to Pinkie Pie, this was Sugarcube Corner, a bakery where she's employed in.

"Yeah."

"Well, judging by your story, it seems to me you're indeed jealous of her taking Rainbow Dash."

"But—"

"However, I can see that Gilda's either really a meanie-pants, or she's also jealous of you taking her. …Hold on. We don't normally wear clothes to begin with, do we?"

Just then, the sound of an overhead flight and two unmistakable laughing voices caused Pinkie to nearly upset both the table and her drink. Charles just looked up to see two familiar faces.

"That was sweet!", they heard Gilda say.

"Ugh.", replied Rainbow Dash as they flew among the rooftops. "…I gotta take care of a few weather jobs around here. Shouldn't take long." They then landed on the ground. "Just, uh, hang out in town and I'll come find you."

"That's cool, I guess. I'm gonna go chow down."

"Later!"

After Rainbow has flown away, Gilda looked around, then locked her eyes on a produce cart tended to by Lightning Bolt. Granny Smith was coming over to check out ears of corn. Charles then saw the griffon sneak into the cart and pop out her tail from the display, prompting a terrified scream from the old mare.

"A rattler! A rattler!", Granny yelled. "Run for the hills!" She proceeded to flee quickly as her creaky joints will allow—that is, not very. "Everybody run, save yourselves!"

Gilda then put her head up behind the display to see her handiwork, and Lightning gave her a puzzled look. Those looks were shared by Bon Bon and Amethyst Star, who were in the area.

Gilda then patted her tail on a tomato in the stand and said to Lightning, "This stuff ain't fresh, dude."

Pinkie, at her table, saw the whole thing alongside her friend. "Aw, poor Granny Smith!", she said. "She didn't know it was a joke. How mean!…No, no. I can't misjudge her. It was kind of a funny prank…I guess?"

"No matter how I look at it, pulling pranks on seniors is a crime in my book.", voiced Charles. "They could get a heart attack and…"

Just then, Gilda stopped at another produce cart. Medley was tending to it and Bon Bon and Shoeshine were customers. With a quick look back and forth, the griffon filched an apple using her tail without being noticed, then quickly consumed it with one chomp as she continued on.

Pinkie gasped angrily at this while Charles seemed slightly peeved. "I did misjudge her!", Pinkie said. "She's not only a meanie mean-pants, she's also a thief!…No, no, no, no, no. She might give it back. It's just a joke."

"Is it?", asked Charles. "I can tolerate one theft, but if she does a repeat offense, old friend of Rainbow Dash or not, I'll have to bring her to justice."

Just then, they saw Fluttershy walking backwards her eyes fixed on a family of ducks she was escorting down the street. "All right, little ones.", she said "This way, this way. Mama Duck, you're free and clear."

Surrounding ponies watched from where they stood…and none of them even warned her of Gilda's approach from the opposite direction until Fluttershy's rump collided with the half-avian's white-feathered crest.

"Hey!", the griffon demanded.

"Please excuse me."

"I'm walkin' here!"

Fluttershy began to back up, scared "Oh…um…I'm sorry…I-I-I was just trying to—"

Gilda cut her off and mocked her tone. "I'm sorry, I'm sorry!" She then viciously advanced as the ducks scattered. "Why don't you just watch where you're going, doofus?"

"But…b-b-but…I…I…"

The griffon sucked in a double lungful of air and let out a deafening roar directly into the meek pegasus's face. There was dead silence except for a sheep's bleat, which gave way to Fluttershy's sobbing as she fled the scene first on hooves and then by wings.

Charles could see everypony in the area stare in shock (as well as Cloud Kicker's eyes going askew) from this as something in his mind snapped. Pinkie saw all of this as well, including Gilda's run up to make sure she was gone.

"Ugh! Please.", Gilda then said as everypony (including Cloud) looked at her in disdain. "All these lame ponies are driving me buggy. I gotta bail." Just before she could fly off, she was tackled by something. As they began to roll along the dirt road, Gilda saw that her attacker was Charles, who looked straight up angry.

"Pranking a senior is one thing.", he declared as he stopped right on top of her. "Stealing without needing to is another. But scaring off Fluttershy like that, you've gone too far!"

Gilda kicked him off of her with her lion paw hind-legs. "So what, dweeb? You think you can just take me on?"

Charles swiftly got up on his feet in one smooth movement. "I'd love to see what a griffon can do."

"What's the big idea, punk?!", Gilda demanded as she prepared to charge.

"Have you not even looked at yourself, Gilda?!", Charles demanded as he readied his "magic horn blade". "Or are griffons generally this nasty to ponies?!"

"What do you care?!"

"What do I care?! I don't know what past you got with Rainbow Dash, but I'm not gonna tolerate bullies of your degree 'round here!"

"…I don't know what kind of gibberish you just spouted right now, but I'm gonna teach you a lesson!"

"It's you who needs a lesson learnt!"

Simultaneously, the two quadrupeds charged right for each other.

The fight was very rough, but against Charles' expectations, Gilda emerged victorious. The unicorn held back because he did not want to injure her too much, whereas the griffon was extremely relentless and did not go easy in the slightest. It was only after creating some moderate gashes in his body (as well as a scratch in the face) did she stop.

They had exchanged blows in their bout, "horn blade" and talons countering one another, Gilda taking advantage of her flight, Charles trying to rack up his memory on what to do against flying foes. Unfortunately, he hasn't been able to recall much and was trounced. He couldn't remember what Gilda said to him as he lay on the ground trying to regain consciousness, but he was sure it was an insult. Once she was gone, he struggled to get up.

"Oww…I'm really gonna need that spar with Rainbow Dash.", he complained to himself. (2)

"Charles!", a voice called. He struggled to turn and saw that it was Pinkie Pie "I saw the whole thing from over at the cafe!"

Charles was breathing heavily "Well, Pinkie, I guess I owe you an apology; you were right about Gilda all along."

Pinkie Pie looked angry in response. "She's a grump, a thief, and a bully! The meanest kind of meanie-mean-pants there is!" She nearly shouted. "I can take it, but no one attacks my friend like that! NO! ONE! This calls for extreme measures! Pinkie Pie Style!"

Charles cocked an eyebrow. "What are you planning to do?"

"I'm gonna...throw her a party!"

SugarCube Corner, an hour later:

Pinkie Pie now stood at the front door, where Charles saw Shoeshine enter. The stallion was standing with the rest of his friends, who have been invited as well. He had been patched up with a couple of white bandages thanks to Pinkie and was already in better shape.

"Welcome!", Pinkie said to her. "Welcome! Welcome!"

"Who's this Gilda I've heard nothin' about?", Applejack asked Rarity.

"I hear she's an old friend of Rainbow Dash, a griffon. So rare."

"Yeah. A rare pain in the—" Charles was cut off by somepony bumping into him, hitting right into one of his bandages. He cringed in pain. "Oww…"

"You've met Gilda, right?", Twilight Sparkle asked Fluttershy, who seemed to be feeling better. "What's she like?"

"Oh…um, well…I'll tell you later, Twilight." The yellow pegasus then approached Pinkie as Minuette and Golden Harvest were greeted. At around the same time, Charles did the same thing.

"Welcome!", Pinkie greeted. "Welcome!"

"Um, Pinkie Pie, about this party for Gilda—um, do you really think it's a good idea? I mean—"

"Yeah.", agreed Charles. "Are you really sure about—"

"Don't worry your pretty little heads about mean old Gilda." Pinkie cut them both off, then knocked them on the head. "Your auntie Pinkie Pie's got it all taken care of."

She failed to notice that her response has left both of them rather vexed, and she turned back toward the door without bothering to hear their responses.

"I'm a year older than you.", said the pegasus.

"And I'm two years older than you.", said the unicorn.

Just then, Gilda entered and Pinkie jumped over to greet her. "Gilda! I'm so honored to throw you one of my signature Pinkie Pie parties! Well, It's also a welcome party for somepony else. But anyway, I really, truly, sincerely hope you feel welcome here amongst all us pony folk."

Pinkie then held out a hoof and gave a big grin. Gilda reluctantly shook the hoof—and received a full-body electric shock that sent the griffon tottering to the floor—and put an even bigger grin on the pink pony's face. Charles spied a joy buzzer attached to Pinkie's hoof as she laughed over the stunt and Gilda got upright with a scowl.

Rainbow Dash also laughed as she trotted over to the pair. "Oh, Pinkie Pie!", she said. "The old hoof-shake buzzer! You are a scream!"

Gilda forced a smile and chuckled. "Yeah. Uh, good one, Pinkie Pie."

Rainbow began to trot off. "Come on, G. I'll introduce you to some of my other friends."

"Right behind you, Dash!" Once the pegasus was out of earshot, the griffon turned to Pinkie menacingly. "I know what you're up to."

Pinkie was still smiling. "Great!"

Gilda gave an exasperated groan. "I know what you're planning!"

Pinkie just giggled. "Well, I hope so. This wasn't supposed to be a surprise party. Well, not for you, anyway."

"I mean, I've got my eye on you." Pinkie then leaned directly into her face.

"And I got my eye on you." At this line, she bulged her eyes out comically on this line, then backed off to leave one rather bemused bad girl standing alone. Now standing amid the crowd, Pinkie announced, "Everyone, I'd like you all to meet Gilda, a long-time, dear friend of Rainbow Dash." She then zoomed in to hug her. "Let's honor her and welcome her to Ponyville."

As she zipped away, Gilda shot a hairy eyeball after her, but quickly traded it in for a smile as the other guests cheered and Rainbow Dash threw a hoof around her shoulders.

"Please help yourself." Pinkie said as she stood next to a bowl of candy.

"Vanilla lemon drops!", said Gilda as she picked up one with her talons. "Don't mind if I do."

Gilda takes a piece and eats it. Instantly, Gilda squinched her entire face up in pain as steam whistled out from her ears and sweat sprayed from her face. She promptly let go with a fiery belch akin to a dragon breath. Pinkie then picked up a stick in her teeth so she can roast the marshmallow impaled on it in the flames before they died down.

"HOT!", gasped Gilda.

"G!", Rainbow called out. "The punch!"

Gilda raced past her, and took a full glass from one of the tables. She then gulped it hastily…or so she thought; as it turned out, the punch was leaking out of a hole in the glass.

There were laughs from everypony. "Well, what do you know?", said Pinkie. "Pepper in the vanilla lemon drops, and the punch served in a dribble glass!"

Rainbow chuckled. "Priceless. Priceless!" She laughed as Gilda zipped across the room and successfully downed another glass, gasping for breath.

"Yeah. Hilarious.", Gilda said sarcastically.

"Hey, G! Look! Presents!" Dash pointed at colorful rapped boxes on a table.

Greed brought the griffon over in a trice. She takes a can and opens it only to find plastic snakes pop out and startle her with her feather poofed up.

There was more laughter from everypony in the party.

"Spittin' snakes!", Applejack said to Rarity. "Somepony pulled that prank on me last month."

"Ha, ha.", said Gilda. "I bet I know who that was."

"You do?", Pinkie asked.

A third of an hour later…

Fluttershy had invited a group of birds, lined them up on a ledge, and was directing them in a song.

Just then, Pinkie Pie came over with a cake loaded with lit candles. "Cake time, everypony!", she said as she pushed the cake on a wheeled platform to the center of the floor.

Spike, who was late to the party because of some errands for Twilight, walked up to it. "Hey! Can I blow out the candles?", he asked.

"Why don't we let Gilda blow out the candles, Spike?", Twilight suggested. "She is the guest of honor, after all."

Said griffon then flashed over, elbowing Spike away, her feathers back in order. "Exactly!" She then took a deep breath, blew out all the candles—and then is greatly perplexed to see them all relight themselves. Another try left her slightly winded and earned a round of laughs, when the wicks blazed back up. Several more attempts got the same result.

"Relighting birthday candles!", Spike laughed. "I love that prank! What a classic!"

"Now I wonder who could've done that?", Pinkie asked herself.

"Yeah. I wonder.", snarked Gilda as Spike gobbled/tunneled himself into the cake.

"Who cares?", asked Spike, his voice muffled by cake. "This cake is amazing!" At the end of this, he popped out through the top, scattering frosting and candles everywhere.

"Spike!", Twilight scolded him.

"What? It's great! Try some."

This bit of gluttony started to work Gilda's last good nerve as Rainbow Dash came over.

"Hey, G.", she said. "You're not upset about some silly candles, are you?"

Gilda composed herself. "No way, Dash. Like I said, I'm down with a good prank."

"Hey, are you all right?", Twilight asked Charles as she stroked at the bandage on his face, making him wince.

"What?", he replied as he gave a sidelong glance at Pinkie, who was now behind the cake. "Only noticed this just now? Relax. It's just a paper cut." He gave a reassuring smile as he lied.

"That doesn't explain the other wounds." Twilight pointed at the other bandages.

"Um.. It's nothing."

"Uh.. Okay!"

"Hey, y'all!", called Applejack. "It's Pin the Tail on the Pony!"

The two turned to see that she's near the door. A paper pony tail lay before her, and a drawing of the tailless animal was tacked up on the wall.

"Let's play!"

"Oh, my favorite game!", said Rarity. "Can I go first? Can I have the purple tail?"

Gilda grabbed it before Rarity can "Well, I am the guest of honor, and I'll have the purple tail.", she said.

"Yeah!", Pinkie agreed. "Gilda should definitely go first." Spike then produced a blindfold and walked over. "Let's get you blindfolded."

"Hey!", Gilda protested as Spike tied the cloth over her eyes and jumped off her back. "What are you doing?" She then gave a snarl as Pinkie grabbed hold of her and gave a heave that set her spinning, then backed away.

"We're spinning you around and around, and then you can pin the tail on the pony."

Once Gilda stopped spinning, feeling giddy, Pinkie guided the griffon right to the tail. "Now just walk straight ahead and pin the tail."

"Now just walk straight ahead and pin the tail.", Gilda parroted mockingly, then gave a snort. "Yeah, right. This is another prank, isn't it?" She then walked away from wall. "I'm going this way."

"Wait! The poster is this—"

One taloned foot came down in a splotch of frosting to send Gilda skidding and yelling across the room, straight through the bat-wing doors leading into what was apparently the kitchen. The resulting crash shook the entire house, and as clouds of flour puffed out, Gilda emerged a weary, bleary wreck, smeared with cake and various other sweet stuff. The blindfold was off, and the tail hung across her beak like a mustache.

"Uh, Gilda?", Pinkie attempted to make a joke. "You pinned the tail on the wrong end."

The ensuing round of laughter was the very last straw for the luckless griffon, who threw off all the gunk with a bellowing roar and hovered above the crowd.

"This is your idea of a good time?", she cried out. "I've never met a lamer bunch of dweebs in all my life! And Pinkie Pie…you!" She pointed in Pinkie's face, then leaned to her. "You are Queen Lame-o with your weak little party pranks! Did you really think you could make me lose my cool?" She then slid to Rainbow Dash. "Well, Dash and I have ten times as much cool as the rest of you put together!" She failed to notice her friend's face hardens. "Come on, Dash." Gilda walked to the door. "We're bailing on this pathetic scene." The pegasus did not stir a hoof even as her old friend stopped at the door. "Come on, Rainbow Dash! I said, we're leaving!"

Not a single face was smiling anymore, not even Pinkie.

"You know, Gilda, I was the one who set up all those 'weak' pranks at this party."

This proved to be a direct hit to Gilda. "What?!"

"Ooh!", Pinkie said.

"So I guess I'm Queen Lame-o. "

"Come on, Dash! You're joshing me!"

"They weren't all meant for you specifically. It was just dumb luck that you set them all off."

Pinkie gave a smile to Spike. "I shoulda known! That dribble cup had Rainbow Dash written all over it."

"No way!" Gilda was in denial. "I-It was Pinkie Pie! She set up this party to trip me up, to make a fool of me!"

Pinkie seemed to be genuinely surprised at this. "Me? I threw this party to improve your attitude." She then turned her head until her face was upside down. "I thought a good party might turn that frown upside down."

"And you sure didn't need any help making a fool of yourself.", Rainbow added. "You know, this is not how I thought my old friend would treat my new friends. If being cool is all you care about, maybe you should go find some new cool friends someplace else."

The recipient of this tongue lashing snarled to herself and spread her wings. "Yeah? Well…you…you…you are such an…a flip-flop! Cool one minute and lame the next." Gilda proceeded to walk out "When you decide not to be lame anymore, give me a call." The door was slammed and her shrill cry was heard to mark her departure.

"Not cool."

"Wow. Talk about a party-pooper.", said Spike and there were general murmurs of agreement.

"I'm sorry, everypony, for bringing Gilda here. I didn't know how rude she was. And, Pinkie Pie, I'm really sorry she ruined that awesome party you put on for her."

Pinkie just gave a smile. "Hey, if you want to hang out with party-poopers, that's your business. "

"I'd rather hang out with you." Rainbow then held out hoof to shake. "No hard feelings?"

"No hard feelings."

The moment they shook, both of them got a jolt that started the whole crowd laughing—save for one pony—and the two pranksters joined in, turning over their hooves to reveal a joy buzzer on each."

"Hey, Pinkie.", Twilight said as she walked over. "Sorry I accused you of misjudging Gilda. Looks like I'm the one who misjudged you.

Pinkie put a foreleg around her shoulders. "It's okay, Twilight. Even you can't be a super-smart smarty smart-pants all the time." Pinkie then turned to the crowd, half-rearing-half-jumping excitedly. "Come on, everypony! There's still a whole lotta party to finish!"

Rainbow came over. "Hey, Charles. Think you're up for a spar tomorrow?"

Charles gave a weak smile after realizing that Rainbow had taken into account his injuries that meant he was in no shape to spar for the rest of the day. "Yeah, I'd like that."

"What's wrong?", Rainbow then asked.

"I know this might sound odd coming from me, but…oh, never mind. We'll talk during our spar." It's about Gilda. I want to know more about her past with you, and I want you to perhaps try talking to her again. I don't want any of us to be responsible for wasting away a life we have no clue about.

After the party, just before his scheduled spar with Rainbow Dash…

Charles was in the library looking up a book about griffons, while Twilight Sparkle was writing her friendship report.

"Dearest Princess Celestia,", she began. "Today I learned that it's hard to accept when somepony you like wants to spend time with somepony who's not so nice. Though it's impossible to control who your friends hang out with, it is possible to control your own behavior. Just continue to be a good friend. In the end, the difference between a false friend and one who is true will surely come to light. Your faithful student, Twilight Sparkle."

As she then 'rolled up' the scroll, Charles noticed her 'take up' a bottle of what he remembered was disappearing ink. As he paused from his reading and walked over, he saw her 'place' a sticker over the disappearing ink to hide the fact that it was so.

"You plan to send that to the Princess?", he asked her.

"Of course. It's Tuesday today."

"I meant the ink."

"Oh, that? Well, I thought I'd try it out after Rainbow Dash and Pinkie Pie pulled off that one on me yesterday."

"I see. I'm sure she'll appreciate it."

Twilight then called for Spike as she 'put' the disappearing ink within the rolled-up letter. She then 'gave' the letter to him and he blew his green fire over it, sending it over to Princess Celestia.

Charles could only guess as to what Celestia's reaction was as he continued to read his book.

(1) Carl is a popular variant of the name Charles.

(2) Yeh, I know I skipped what could potentially be a good fight scene, but I was too lazy. And besides, Gilda had to be visibly unscathed for the party.

Disclaimer: I own only the following: Charles

Chapter 6: Boast Busters

In the Books and Branches Library…

"Come on, Twilight. You can do it!" Spike was concentrating intently on something and facing Twilight Sparkle, who was preparing to cast a spell of sorts. They were in the upper-story room, where their beds were.

"Okay.", said the unicorn. "Here goes." She squeezed her eyes shut and fired up her horn; as its glow built up, the radiance also started to emerge around Spike's nose and chin. In one quick pop, he has grown a bushy black mustache.

"Ha-ha! You did it!" Spike then turned to a checklist set up on an easel and ticked off an entry. "Growing magic. That's number twenty-five. Twenty-five different types of tricks, and counting." His 'mistress' allowed herself an embarrassed little smile and blush as her assistant looked himself over in a nearby mirror. "And I think this is the best trick so far. Hel-lo, Rarity!" As he stroked his mustache, his eyes then popped. "What's that? Aw, it's nothin', just my awesome mustache." He added a chuckle.

"Sorry, Romeo. As attractive and enticing as you look, it's just for practice and it's gotta go." One again, her horn glowed.

"Wait!" Unfortunately, hands over the facial hair did nothing to stop the magic from erasing the mustache. "Aw, rats."

Twilight laughed softly at that, then said, "Wait. Where's Charles?"

Charles was snoozing on his bed, which was foot to foot with Twilight's, lying on his belly. He was also drooling, which irked his waker to no end. "Cut off that earthquake!" the stallion said as he went back to sleap. Twilight decided to shake a bit rougher.

"Charles!", she called again, but the stallion refused to wake, although he did shake a bit. She turned to her assistant. "Spike?"

"Okay.", the baby dragon conceded as he procured a pin and then poked him in the croup. This got him wide awake as he jolted up from the bed with a start.

"Aaagh!" As Charles fell onto the bed again, he turned sheepishly to his charge. "Sorry again, Twilight." He let out a yawn.

"And I thought you'd be over it by now after being my bodyguard for a month.", his charge replied.

"Yeah, I really should try to go to sleep early next time. I think our trip to the Everfree Forest has left my body clock out of whack."

"But none of us had such problems."

"I bet the Elements had something to do with that." Charles got off the bed as Twilight proceeded to 'fix it up'. "In any case, I'll try to break out of my oversleeping habit. I have never, sleeping on the job."

Later that day…

The three of them were walking down a busy Ponyville street.

"Twenty-five, Twilight.", Spike was saying. "Twenty-five different kinds of tricks, and counting. I thought unicorns were only supposed to have a little magic that matches their special talents."

As they did that, Charles greeted each of the ponies whom they have bypassed. He greeted a pale amber pegasus pony with a mussed up pink-and-pale raspberry hair, rose eyes, and three tornadoes as a cutie mark by the name Dizzy Twister. He greeted a brown earth pony with medium gray hair, cyan eyes, and a grayish-olive hat, but couldn't remember his name at the moment and was also curious as to why he had no cutie mark.

"Hey there, Dizzy Twister.", he said to the pegasus, then turned to the earth pony. "Hey there." He also greeted Heartstrings (by the name Lyra) and Golden Harvest as they bypassed them as well. "True, for ponies whose talents are for things like cooking or singing or math.", Twilight replied to her assistant. "But what if a unicorn's special talent is magic?"

"Like you, Twilight. And you know a ton of magic."

Twilight gave a laugh. "Oh, Spike, stop. I'm sure there are lots of ponies right here in Ponyville that know just as much magic as me." She glanced at a pegasus pony who bypassed them. She had an arctic blue coat, baby blue eyes, dark teal hair, and a raining cloud cutie mark.

"Good day to you, Medley.", Charles greeted the pegasus, who raised a hoof in return of the greeting.

"Are you kiddin'?", Spike replied to his 'boss' as they and Charles slowed to a stop. "I don't think there's another unicorn in all of Equestria with your kind of ability, Twilight."

"I kinda have to agree with him on that. Of all the unicorn ponies I known, you're the only one who knows more magic than I do, Twilight. And I am rather diverse. So far, you're the only one who exceeds me in that. You can learn just about anything, while combat and other miscellaneous necessities that can help with it are all I can learn. Well, either that, or my previous charges never had the need to show off more than they needed to."

"Gangway!", a voice came. Charles noted whoever spoke didn't seem to be bright as the three turned to see two young young unicorn colts in full gallop.

The shorter and chubbier of the two was bucktoothed, had a light blue-green coat, messy yellow-brown hair, and a pair of scissors as his cutie mark. The other, taller and thinner, had a yellow-tan coat, birdcatcher spots near his eyes, and equally unkempt light green hair that are slightly longer than his counterpart. His cutie mark was a snail. Both of them had beady black eyes and the shorter of the two sported thick brown eyebrows as well.

"Comin' through!", the taller colt added as they barreled past with enough speed to blow the two older unicorns' hair sideways while Spike found himself being bulldozed along on the shorter colt's head.

"Snips! Snails! What's going on?", he asked them. They answered by skidding to a stop, throwing him clear.

"What, haven't you heard?", the taller colt, Snails, said as Spike crashed somewhere. "There is a new unicorn in town!"

"Yeah!", agreed the shorter colt, Snips, as he bounced on his hooves as if he was high with sugar. "They say that she's got more magical powers than any other unicorn ever!"

As Snips spoke, Twilight and Charles approached the two colts as Spike did the same as he rubbed his head. "Oh, really?", the stallion asked.

"No way.", scoffed the baby dragon. "That honor goes to Twilight here." As he raised an arm to her, she smiled and blushed. "And I'd say Charles comes to a close second." He was earned a harsh look from the stallion.

"Where is this unicorn?"

"Oh, she's in the town square.", Snails answered. "Come on!" He then galloped off.

"Yeah! Come on!", Snips agreed as he followed with an excited yell as Twilight, Charles, and Spike raced after him a moment later.

Shortly…

There was a wagon trailer set up in front of the town square pavilion, presenting its side to the sizable crowd gathered before it. Charles could head a female voice ringing out over the scene, sounding very dramatic and over the top, as he, Twilight, Spike made their way to the front. Twilight's friends were at the front of the crowd.

"Come one, come all!", the voice said. "Come and witness the amazing magic of the Great and Powerful Trixie!"

During this line, the trailer reconfigured itself. One, the side wall flipped down to become a stage backed by a dark blue curtain, and two wings folded out to extend its length. Two, the ends swung out, exposing three brass horns mounted on each. Three, the roof popped up and several bits of overhead scenery extended over the stage: rocket, planet and stars, spiral, stars, and magic wand. Then, a blast of glittering blue smoke went off on the stage.

Once it cleared, a bright blue mare stood smiling at the crowd. Her hair was two lighter shades of blue, and she wore a blue-violet wizard's hat and cape covered with stars. The cape was secured by a jeweled brooch at her throat. Her eyes were a vivid shade of violet, and her cutie mark was a star-tipped wand spreading stardust, revealed when her cape blew backward. Trixie has just made her grand arrival, prompting awed murmurs from the crowd.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!", she then said as she raised herself so that she stood on her hind legs. Fireworks then erupted from the stage, but Rarity seemed to be far from impressed.

"My, my, my.", she said. "What boasting."

"Come on.", Spike replied. "Nopony's as magical as Twi…" He then nearly had a fit upon realizing that he was speaking to the pony he wanted to impress with his mustache earlier. "Twi…Twi…oh!" He then blushed a bit, as he cleared his throat. "H-Hey, Rarity, I, uh…mustache!" he then ran off in a panic as his two companions took his place.

"There's nothing wrong with being talented, is there?", Twilight asked.

"Nothin' at all…", Applejack said as she eyed Trixie, who conjured up a bouquet of flowers. "'ceptin' when someone goes around showin' it off like a school-filly with fancy new ribbons!"

"Just because one has the ability to perform lots of magic does not make one better than the rest of us.", Rarity added.

"Don't let it go to your heads, girls.", Charles told them. "She's a showpony, a street performer, a traveling magician. It's in her job description to show off. I've seen her kind a few times. Besides, it's not like you have to watch her."

Unfortunately, as Twilight hunched down and let her ears droop sheepishly, his words fell on deaf ears as Rainbow Dash then spoke up.

"Especially when you got me around being better than the rest of us!", she said with a chuckle, then stopped herself as Applejack glared daggers at her. "Uh…I mean…yeah, uh, magic, schmagic! BOOOO!" She gave a sidelong glance at the still-disapproving farmpony.

"Well, well, well. It seems we have some ne-e-eigh-sayers in the audience.", remarked Trixie. "Who is so ignorant as to challenge the magical ability of the Great and Powerful Trixie? " There were assorted reactions of disgust, annoyance, confusion, and awe from everypony, the last of which came only from Snips and Snails. "Do they not know that they're in the presence of the most magical unicorn in all of Equestria?"

Rarity gave a raspberry. "Just who does she think she is?" Spike then elbowed up between her and Twilight.

"Yeah.", agreed Spike. "Since we all know that Twilight here is—"

"Spike, shhh!" The purple unicorn then pushed him well away from the spectacle for a private chat and both kept their voices down.

"What? What's wrong?"

"You see the way they reacted to Trixie? I don't want anyone thinking I'm a showoff." Once again, the performer's fireworks went off, more energetically than before.

All of a sudden, Rainbow Dash then flew into the stage, fed up by Trixie's stunts. "So, Great and Powerful Trixie, what makes you think you're so awesome, anyway?", she asked.

Trixie answered by putting a hoof to her face with a disdainful laugh, then spoke with mounting fervor. "Why, only the Great and Powerful Trixie has magic strong enough to vanquish…the dreaded Ursa Major!"

Fireworks blasted from the horns at one end of the stage, decorating the sky with the outline of a huge bear whose forehead is marked with a starburst. Its head and tail moved in a way that Charles alluded it to a neon sign. There were gasps and murmurs all around.

"What?!", Snips gasped.

"No way!", Snails gasped.

"When all hope was lost, the ponies of Hoofington had no one to turn to.", Trixie continued her story as a figure of herself then approached the Ursa, wand at the ready. As she continues, it stood pat before the beast's swipes and cast a spell, causing it to fizzle out and disappear in a shower of sparks. "But the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the Ursa Major and sent it back to its cave, deep within the Everfree Forest!"

"Suh-weet!", cried out the two colts.

"That settles it!", added Snips.

As the magician stood proudly, Snails walked closer to the stage and gestured to her as he spoke. "Trixie truly is the most talented, most magical, most awesome unicorn in Ponyville!", he said.

Snips popped up next to him. "No! In all of Equestria!" At that time, Twilight and Spike had returned to the crowd.

"How do you know?", Spike objected. "You didn't see it! And besides, Twi—" He was cut off as his mouth was literally zipped shut by the unicorn he was about to mention.

"They're just children, Spike.", Charles told him. "They don't know any better."

Trixie gave out a laugh. "It's true, my enthusiastic little admirers. Trixie is most certainly the best in Ponyville!"

She was answered by dead silence from the crowd as crickets chirped. Even though it was still early in the day for them to do that.

"Just let her brag, everypony. Just let her brag." Although I think she's taking a step too far here.

"Don't believe the Great and Powerful Trixie? Well, then, I hereby challenge you Ponyvillians. Anything you can do, I can do better. Any takers? Anyone, hmm?" There was no answer from anypony. "Or is Trixie destined to be the greatest equine who has ever lived?"

Once again, she rose to her hind legs, and there came another fusillade of fireworks, the most elaborate so far, after which Spike unzipped his lip and threw himself at Twilight's hooves, sobbing.

"Please! She's unbearable! You gotta show her! You just gotta!"

"There's no way I'm gonna use my magic now, Spike.", he was answered. "Especially since—"

She was cut off by Trixie as she scanned the crowd. "Hmmm…how about…you?" She then pointed at Twilight, who swallowed hard.

After pointing at the purple unicorn, Trixie strode confidently toward the edge of the stage.

"Well, how about it, hmmm? Is there anything you can do that the Great and Powerful Trixie can't?", she dared.

"I, uh, I… "

"Well, little hayseed?"

Before an answer could be given, Applejack spoke up. "That's it! I can't stand for no more of this!"

"You show her, AJ!", Spike called out as the farmpony walked up on stage.

"Can your magical powers do this?" Applejack began her 'performance'. She twirled a lasso around herself at floor level with her tail. She hoisted the loop clear of the boards, then worked it forward and backward. There was a chorus of "oohs" from the crowd.

An expert flick of the blond tail then sent the lasso flying to snag an apple off a tree. The rope loosened on the return trip so that the fruit landed squarely in her mouth. After a quick chew and swallow, the crowd voiced its approval.

Applejack then turned to face Trixie. "Top that, missy!"

In response, the magician's hat began to glow in the same color as Trixie's eyes. "Oh, ye of little talent." Her hat was then lifted clear of her head, fully exposing her horn and mane, the latter of which curled slightly. "Watch and be amazed at the magic of Trixie!"

One end of the now-untied rope began to glow in the same aura as it sinuously off the stage, just like how snake charmers do it. It swayed back and forth before Applejack's face, catching her attention as the other end of the rope pulled a second apple from the tree. The first end then lashed toward Applejack's hooves and hogtied her, briefly lifting her upside down off the stage before dropping her on her back. Then, once she fell on the stage floor, the apple was stuffed whole into her mouth. The crowd laughed and cheered as the farmpony hobble-hopped away.

"Once again, the Great and Powerful Trixie prevails.", the magician declared. Just then, Rainbow Dash flew right up to Trixie's face.

"There's no need to go strutting around and showing off like that!"

"Oh?"

"That's my job." Rainbow then went off into a speeding charge and set a windmill spinning at an insanely high speed as she grabbed one vane. The machine then pitched her skyward when she let go; punching neat holes through a long row of clouds. The self-assured aviator hovered briefly before the sun so that it silhouetted her form.

Her next move was a screaming dive that carried her through the holes she punched and down to the same windmill, a few droplets of moisture following her from the clouds. When she repeated the grab-release maneuver, the vanes flung her straight back to the stage, where she skidded to a stop and let the trailing droplets scatter off her back, resulting in a a small rainbow forming over her head.

"They don't call me 'Rainbow' and 'Dash' for nothing."

Once again, the crowd cheered from the display while Trixie seemed unperturbed. "When Trixie is through, the only thing they'll call you is 'loser'!"

Her horn then glowed as she shot a beam at the rainbow, making it wrap its creator up in a little tornado and carry her yelling into the sky. The cyclone veered madly in all directions before hitting the ground upside down and flying away.

Rainbow wound up lying on her face in the dirt, her eyes jittering and her body bent upward as if sprawled against an invisible wall. "I think I'm gonna be sick."

"Seems like anypony with a dash of good sense would think twice before tussling with the Great Trixie." On the end of this, she cast another spell as Rainbow got upright and fumbled her way to a now-untied Applejack and the crowd. A black cloud appeared overhead and zapped the pegasus in the rump with a lightning bolt. There was laughter from all from the resulting yelp.

"What we need is another unicorn to challenge her!", Spike said as he elbowed Twilight's leg. "Someone with some magic of their own?"

"Yeah!", Rainbow agreed as she moved towards Charles. "A unicorn to show this unicorn who's boss!"

"A real unicorn-to-unicorn tussle!", added Applejack as Spike eyed Twilight expectantly.

"Uh…", the purple unicorn uttered.

"I'm not about to upstage such a braggart.", her bodyguard whispered. "Won't be fair for a stallion to best a mare, now would it?"

Rarity then stepped up. "Enough. Enough, all of you. I take your hint, but Rarity is above such nonsense. Rainbow Dash and Applejack may behave like ruffians, but Rarity conducts herself with beauty and grace."

"Ooh, what's the matter?", Trixie taunted. "Afraid you'll get a hair out of place in that rat's nest you call a mane?"

Uh oh., Charles groaned as Rarity took the bait.

"Oh, it is on!" Now onstage and circling Trixie, the aspiring designer regained the bulk of her composure. "You may think you're tough with all of your so-called powers, but there is more to magic than your brutish ways. A unicorn needs to be more than just muscle." Her horn proceeded to glow as she 'pulled off' the curtain. "A unicorn needs to have style." The curtain then wrapped itself into a tight whirl around her body, and a flash clears it away to show the results. She now wore a blue gown trimmed in gold, complete with saddle, that left her forelegs bare, and her mane has been styled into a tall bouffant.

Over the crowd's "oohs", she continued, "A unicorn is not a unicorn without grace and beauty." Trixie just smirked and readied herself for another spell.

"Rarity won't let Trixie get the best of her!", Spike said in a lovestruck manner. "She's strong, she's beautiful…" There came a flash and his eyes widened in disbelief. "…she's…" His jaw then dropped, the crowd mirroring his sentiments in face and voice.

"QUICK!", Rarity panicked. "I NEED A MIRROR! GET ME A MIRROR! What did she do to my hair? I know she did something terrible to my hair!"

Twilight was trying not to laugh as she answered, "Nothing."

Rainbow Dash was doing the same. "It's fine."

Applejack was feeling unsettled. "It's gorgeous!"

Charles had his eye twitching. "It's beautiful!"

"It's green." Spike told the truth flat out and the rest gave him disapproving looks. "What?"

Rarity's mane was indeed green, and in two different shades at that. It was also a piled-up mess, with a twig and a few berries caught in it, as well as a couple of tails protruding from the uppermost reaches.

"No! Green hair! Not green hair!", Rarity lamented as she dashed through the crowd, shuddering. "Such an awful, awful color!"

As she sobbed and galloped away, she bypassed Golden Harvest, whose hair was now green instead of her usual orange.

"Well, I never!", she cried out in offense.

"Well, Twilight, I guess it's up to you.", said Spike as Trixie blew a bit of dust off one hoof. "Come on. Show her what you're made of."

Twilight smiled nervously. "What do you mean? I'm nothing special."

"Yes, you are! You're better than her!"

"I'm not better than anyone!"

"Ha!", Trixie suddenly said as she approached the edge of her stage. "You think you're better than the Great and Powerful Trixie? You think you have more magical talent?" She was now close enough to glower over the boards at the frightened challenger and the defiant little dragon. "Well, come on. Show Trixie what you've got. Show us all."

The full weight of the crowd's gaze bore down on Twilight for a moment. "Who, me?" She was obviously trying to play it off. "I'm just your run-of-the-mill citizen of Ponyville. No powerful magic here. I, uh…I think I hear my laundry calling. Sorry, gotta go." She then suddenly galloped away from the scene, leaving a bunch of very confused ponies and one disappointed assistant.

"Twilight…?", Spike uttered as Trixie sucked in a disdainful gasp.

"Once again, the Great and Powerful Trixie has proven herself to be the most amazing unicorn in all of Equestria." Trixie then turned to walk off. "Was there ever any doubt?"

"As a matter of fact, there still is.", a voice came.

Trixie stopped turned her head to the other side of the stage…and saw Charles facing her. "Well, well, well." Trixie turned her body to completely face him. "Looks like somepony can't tell when she's out of her league."

"Well, after insulting some of my friends, I just feel like either teaching you your place or at least get my share of humiliation." His horn then proceeded to glow.

"Even after it's apparent that no mare can stand a chance against the Great and Powerful Trixie?"

"You think I was a mare?" Charles raised an eyebrow as Trixie paused in slight surprise. He now knew that he got her. "Just about everypony thinks I'm a girl at first sight when in truth I'm actually a guy.The real reason why I'm here however is because of your claim."

"Oh, and what might that be?"

"The claim that anything any of us can do, you can do better. Well, as far as I can tell, you only proved that true once with the rope trick. For those other times, you just twisted their tricks against them, hardly besting them if you ask me."

Trixie made a smug face. "What makes you think you can do better than those losers?"

"Well…" All of a sudden, Charles 'unsheathed' his "magic horn blade". "Let's see if you can best me in a duel."

"If you put it that way, looks like Trixie has no choice."

The duel had resulted in something awkward. Charles was finding himself in an embarrassing situation again and again. Currently, he lay on his back and was looking at Trixie upside-down. While the performance was admittedly interesting, it was taking too much of their time and they had to leave. Spike left as well, most likely to try and convince Twilight to challenge Trixie, which was highly unlikely.

"Had enough yet?", the stage magician asked in a haughty manner, slightly panting. She was answered by him swiftly getting up on his feet in one swift movement.

"How about that?", he challenged. "Can you do better?" He was answered with her turning her head towards something on the stage wall. He followed her gaze and saw an analog clock.

"Even the Great and Powerful Trixie has her limits. Four challenges in a row, especially when the last one is somepony as stubborn as yourself, can render even Trixie exhausted. Besides…" She then turned to the few ponies who were left watching. "It's apparent she has obviously wasted far too much time."

"I understand." Charles then turned to leave. "Perhaps we can continue our duel another time. And next time…" He then paused and turned back to Trixie. "I won't go as easy." This got him the reaction he expected; an attempt to conceal her shock. "See you around." With that, his horn glowed again and he teleported away. He reemerged somewhere behind the stage, where no one could see him. Okay. That didn't go as well as I hoped. In fact, I think I screwed up somewhere there. Guess it can't be helped. He then smacked himself in the face with his hoof.

Evening…

Charles walk threw town when all of a sudden, there was a rumble in the ground. This can't be good. It was then followed by a roar. This can't be good at all. I better investigate if it's a threat.

And with that, Charles galloped off to the source of the sound. On the way, a minute after bypassing Trixie's trailer, Snips and Snails were about to bypass him when he 'stopped' them short with his magic.

"What's the trouble, boys?", he asked.

"Can't talk now!", said Snips.

"Got a major problem!", said Snails.

"Yeah! Ursa Major, to be exact!"

"Wait, what?"

There was another roar and it caught him off guard such that he 'let go' of the two colts, who bolted straight for Trixie's trailer. He then looked ahead to see something emerging from the Everfree Forest. From what little he could discern, there seemed to be a gargantuan bear creature with red eyes (and orange sclera), a starburst on its head, and a twinkling blue body. For a moment, he could swear it was translucent. Then, he realized what it was.

Aw, hay no! It's an Ursa—

Charles run from the Ursa and followed Snips and Snails. He saw them pounding frantically on the door of Trixie's wagon, the top half of which was half open.

"Trixie! Come out! Trixie!", yeled Snails.

"Trixie, help! You gotta help us!", yelled Snips.

Just as Charles arrived, the stage magician finally appeared, putting her head out through the open top half and looking very cross. She wasn't wearing her hat and cape. "Trixie thought she said the Great and Powerful Trixie did not want to be disturbed!"

Snips began to laugh nervously. "W-We…we have a...a tiny problem."

"Actually, it's a big one.", corrected Snails.

"What is so important that you cannot wait until morning to disturb Trixie?!"

"One word.", said Charles. "Ursa."

There was a bellow that followed a heart-stopping instant later. The Ursa emerged from the woods, approaching fast. Down on all fours, it stood as tall as the Ponyville houses. It made another hearty roar, which was enough to make Trixie fling the bottom half of the door open, knocking away the two grinning idiots, and send her off in a screaming panic. Once Snips and Snails got up, they did likewise. Charles followed as well just before one mighty paw stomped the trailer into kindling wood.

Charles was 'cornered' alongside the colts and Trixie.

"Great and Powerful Trixie!", called out Snips. "You've got to vanquish the Ursa!"

"Yeah, vanquish so we can watch!", agreed Snails.

The two adult unicorns got a good look at the the menacing ursine visage, saliva dripping from its jaws. "It took a lot of trouble to get that thing here!"

Needless to say, Trixie was shocked. "Wait! You brought this here? Are you out of your little pony minds?!"

"But…you're the Great and Powerful Trixie!"

"Yeah, remember?", reminded Snails. "You defeated an Ursa Major!"

"You still believe in that stuff?!", yelled Charles. He then turned to Trixie. "You should run! My duel with you showed only a fraction of my powers. I can handle this."

"Stand back!", the stage magician declared. "Let Trixie show you all what she can do."

"…Okay, sure."

Trixie was surprised with the easy answer. "Wait, what?"

"You said you'd handle it. I'm letting you. Go for it." With that, Charles stepped back in between Snips and Snails.

Trixie's first move was to levitate a piece of rope from a nearby vase. She then wrapped it around part of the Ursa's body, then voiced a relieved sigh and smiled thinly. "Piece of cake."

"Oh, really?", snarked Charles as it turned out that she has only bound two of the digits on one forepaw. The Ursa snapped them loose without trouble, causing her two fans to lose some of their ardor.

"Aw, come on, Trixie!", complained Snips.

"Stop goofin' around and vanquish it, eh?", added Snails.

Trixie shuddered, gave another gulp, then had another go at it. This time, her magic called up a storm cloud that cracked out lightning—but only over the Ursa's tail. It had no effect.

"Well, that was a dud.", said Snails.

"Yeah!", agreed Snips as he then gave a raspberry. "Come on! Where's all the cool explosions and smoke and stuff like earlier, you know?"

"I think it's obvious that the 'cool explosions' were just props.", put in Charles. "And I'm sure they would actually be really useful right about now." Lightning struck the beast squarely on the rump, leaving a charred patch of fur and doing very little to improve its disposition. "Too bad the trailer's crushed thanks to you two!" The Ursa then opened its slavering jaws wide toward the four unicorns.

"Uh-oh.", gulped Trixie. As the Ursa bellowed in rage, she, Snails, and Snips bailed out, galloping through its legs.

"Looks like it's up to me." Charles then fired up his horn for a spell. "Get over here!"

The Ursa raised a paw and swiped at the stallion, who 'flash-stepped' back, then use his Magic Horn Blade.

The Ursa raised its forepaws, and swiped to grab Charles. He didn't Teleport out just in time. The Ursa then hurled Him skyward.

Elsewhere, Twilight Sparkle, with Spike on her back, met them coming the other way; after she has galloped through them, she hit the brakes and shifted direction. A moment later, she found Snips, Snails, and Trixie. Before she could ask any of them, she saw Charles falling right for them.

"CHARLES!", she and Spike cried out. A second later, He got up "I'm Okay"

"Whew, What's going on here?"

"We brought an Ursa to town!", Snips answered for him with a laugh.

Twilight turned to face the colt. "You what?!"

"Don't worry, the Great and Powerful Trixie'll vanquish it!", assured Snails.

They all turned to her, who was just a few paces away—and wishing she had never brought her show to Ponyville in the first place. She then hung her head sadly. "I can't.", she answered.

"What?!", the two colts gasped.

"I can't, I never have. No one can vanquish an Ursa Major. I just made the whole story up to make me look better."

"Made it up?!"

"She's a showpony.", said Charles. "That's part of her job!" He then turned to Trixie. "Although I'll have to say the Ursa Major tale was too tall a one to make. There are plenty more less dangerous but still amazing claims out there, you know."

Just then, the Ursa made its presence known, towering over a nearby house to perhaps twice its height, blocking out the moon. Twilight's eyes grew to saucer-size and she gritted her teeth to the breaking point; the forepaws of the beast came up and the roar was loud enough to shake all Equestria. There was panic from all the spectators, including Applejack, Rainbow Dash, and Rarity, the last's mane already restored to normal. Spike gave Twilight an elbow in the ribs and gestured toward the impending destruction.

"Like it or not, you're up.", Charles told his charge. "I was considering taking down the beast permanently, but…"

Twilight gave her two male companions an uncertain look, then closed her eyes and swallowed hard. When she opened them again, steely resolve has written itself across the purple irises. She took measured steps toward the Ursa and stops just in front of the massive chest, planting her hooves wide to brace herself. Her charge stood right beside her, ready to provide support.

Her eyes and jaw squeezed tight, Twilight summoned a wind that started to wave flags on roofs and boughs on trees. Suddenly, a melody could be heard coming from the direction of the cattail field just outside Ponyville. The Ursa was soothed by the sound and fell silent as its eyelids started to droop.

As it began to totter drowsily from side to side, Spike whispered as he gave a thumbs-up, "Nice use of number sixteen!"

He then looked around to see what his charge was doing and saw her 'lift' the water tower's tank, 'unscrew' the top, dump out the water, and float to an open barn. The tank body entered while the top continued past and he could swear he heard cows inside mooing in surprise. The body then emerged, brimming with milk, and the top aligned itself to fit back in place.

"That's new.", remarked Spike as the top then clanged back onto the tank body.

The Ursa, meanwhile, began to topple over in Trixie's direction—but with inches to spare, Twilight got it under her control and 'hauled' it back up. Rays have begun to shoot from her horn in all directions due to the strain. Apparently, focus was still an issue.

The now-placid Ursa hovered quietly just off the ground, then floated up several yards onto its back and received the improvised baby bottle. As the locals watched speechlessly, the colossal creature drifted slowly out of town and out of sight, presumably back to wherever it slumbered prior to Snips and Snails disturbing it.

After a third of a minute more, Twilight let her powers wind down and half-collapsed, gasping for breath. Just then, the sound of cheering brought them back upright; a crowd has gathered behind them.

"Unbelievable!", cried out one pony.

"That was amazing!", cried out Rainbow Dash.

"Heavens to Betsy!", commented Applejack. "We knew you had ability, but not that much!"

Twilight quivered in fear. "I'm sorry. Please, please don't hate me."

"Hate you?", gasped Applejack, Rarity, and Rainbow Dash.

"Why, whatever do you mean, darling?", the fashionista asked.

"And how did you even come up with that ridiculous conclusion, Twilight?!", Charles asked in a baffled manner.

"Well…I know how much you all hated Trixie's showing off with her magic tricks, and I just thought—"

"Whoa, whoa, whoa.", Rainbow interrupted. "Magic's got nothing to do with it. Trixie's just a loudmouth."

"Most unpleasant.", added Rarity.

"All hat and no cattle.", finished Applejack.

"Showing off is just her career.", continued Charles. "And we certainly didn't do what we did just now simply to show off."

"So…you don't mind my magic tricks?", his charge asked.

"Your magic is a part of who you are, sugarcube, and we like who you are.", said the farmpony. "We're proud to have such a powerful talented unicorn as our friend."

"And after whuppin' that Ursa's hindquarters, we're even prouder.", supported the cyan pegasus.

Twilight gave a smile. "You are?"

"Uh-huh."

"Mmm-hmm."

"Mmm-hmm."

"Wow, Twilight!", gasped Spike. "How'd you know what to do with that Ursa Major?"

"That's what I was doing when you came looking for me. I was so intrigued by Trixie's bragging that I was compelled to do a little reading up on them."

"So it is possible to vanquish an Ursa Major all by yourself?"

"Actually, that wasn't an Ursa Major.", Twilight and Charles corrected "it was a baby, an Ursa Minor."

"That was just a baby?", gasped Trixie, earning a few looks from the others.

"And it wasn't rampaging.", continued Twilight. "It was just cranky because someone woke it up."

Snips and Snails suddenly found themselves on the wrong end of several angry glares. "Awww…", they said.

"Well, if that was an Ursa Minor, then…", Spike asked in borderline panic …what's an Ursa Major like?"

Twilight thought about it for a second, then decided to say, "You don't want to know."

"Seriously, you don't.", Charles added with a twinge of fright.

"You look like you've seen one before."

"I have. Sometime before I became your bodyguard. I'll tell you all about it some other time if you want."

Just then, Trixie came over, her bravado surprisingly restored so quickly. "Hah! You may have vanquished an Ursa Minor, but you will never have the amazing show-stopping ability of the Great and Powerful Trixie!"

"Your special talent is stage magic.", answered Charles. "Of course we won't be as good as you in making performances."

She didn't answer him as she conjured a burst of smoke to hide herself from view. When it cleared, she could be seen galloping out of town.

"Why, that little—" Rainbow Dash was about to take off, intending to pursue, but was stopped by Twilight.

"Just let her go.", the purple unicorn said. "Maybe someday she'll learn her lesson."

Charles gave a piercing glare at Applejack, Rainbow Dash, and Rarity and said "I'd like to have a word with you three about your conduct at her performance."

"Now, about you two.", Twilight said to the two colts.

Snips laughed nervously. "Uh, we're sorry that we woke up the Ursa Minor."

"We just wanted to see some awesome magic!", said Snails.

"Yeah! And the way you vanquished that Ursa Minor was awesome!" Twilight gave them a searching look and they prostrated themselves before her.

"We deserve whatever punishment you give us."

Twilight: looked to one side. "For starters—" She turned to the smashed remains of Trixie's trailer. "—you can clean up this mess." She then turned to Spike as they smiled slyly. "And…what do you think, Spike? Should I give them number twenty-five?"

"Ohhh, twenty-five! Yes—and I think I deserve it, too."

Snips and Snails didn't understand what "number twenty-five" was and gave a scared "Huh?" in confusion.

"…and Rarity, what you did to Trixie's curtain was destruction of property, regardless of who she was.", Charles was saying.

"I think you're right.", agreed Twilight as her horn flared brightly, giving the two scrubs a serious case of the jitters. Spike was now alongside them, and—being the only one who knows what's coming—he pushed his face as close to her as he can from where he stood. All three noses and chins glowed, and their mustaches appeared.

"Sweet!", the three boys cried out.

"I still don't think their punishment is enough, however.", Charles told his charge. "After all, for all we know, that was Trixie's home that got smashed thanks to them. Give them a stern beating for me, will you? I have a lecture to give." He turned to their three friends in the area, who looked at him with confusion. I wonder where Pinkie Pie and Fluttershy were during all this? Not that they needed to be there.

The next day, in the library…

Twilight Sparkle was writing a letter. Every week, she was to submit a friendship report to Princess Celestia. It wasn't due 'til Tuesday, but it'll be sent on that day. Previously, she considered sending it once she has it, but her assistant advised her to only send one per week even in the event that she have more than one lesson learnt for the week. That way, should there be a week where she is unable to find a lesson to learn, she can still submit a letter. Currently, Charles was asleep in bed.

"Dear Princess Celestia, I have learned a very valuable lesson about friendship.", the letter went as follows. "I was so afraid of being thought of as a showoff that I was hiding a part of who I am. My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off—especially when you're standing up for your friends."

"So…", Spike (with the mustache on) came up from behind his 'boss' as she wrote the letter. "…you finally admit that you're the most talented unicorn in all of Ponyville?"

"Well…" Twilight gaave a smile. "…yeah. But it's nothing to brag about. And Charles did help too. So, uh, how did it go with Rarity?"

Spike goraned, fingering his facial hair. "She didn't go for the mustache.

Twilight waked over to him, "You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself."

"Or…maybe the mustache wasn't enough. Maybe if I had a mustache and a beard."

Twilight groaned. "Not this again!"

"Okay. Imagine me with a nice long Fu Manchu-type beard. Or maybe a goatee…oh, no, a soul patch!"

All the while, Charles didn't so much as stir from his slumber.

Karsap: Okay. Now for an adventure!

Pinkie Pie: Yippee!

Karsap: And this time It's going to be funny.

Pinkie: This is gonna be fun!

Karsap: Yes. And we'll see more of Charles d'Artagnan's Personality.

Pinkie: Ooh.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 7: Dragonshy

At Fluttershy's cottage she cares for multiple choices of animal species and kinds. On a beautiful sunny afternoon Fluttershy begins feeding the animals lunch like giving the otters fish. She even carries worms up with her mouth to give it to the birds. She spits out the taste she had and blushes at the birds as they watched the sight. She flys down to meet her main pet rabbit Angel who is chowing down on a carrot.

"Not too fast, now, Angel bunny. You don't wanna get a tummy ache." Fluttershy warned. As Angel swallowed his first set of bites he drops it and swips his paws in sign he is done. Fluttershy was surprised at the early finish.

"[laughs] You really should eat more than that. [laughs] Don't you think?" Fluttershy assured but Angel began hopping down the path.

"It's not play time yet." Fluttershy muffled with the partially eaten carrot in her mouth and flew over with the carrot and landed in front of him.

"I know you want to run, but... just three more bites." Fluttershy pleaded as Angel shook his head with his back turned to her and his arms folded.

"Two more bites?" Fluttershy asked. Again Angel shook his head.

"One more bite? Pretty please?" Fluttershy asked one more time and moved the carrot up to Angel with her eyes fluttering with a pleading look but got the same answer with a kick to the carrot and Angel bounced away leaving Fluttershy with a sigh. She then heard soft coughs coming from him and flew over to him in worry.

"Oh. Oh, goodness. Are you okay?" Fluttershy asked worriedly. Angel continued coughing.

"Are you coughing because there's a carrot stuck in your throat?" Fluttershy asked again. Angel coughed again trying to sign something.

"Because you need some water?" Fluttershy asked again and Angel tapped his head in annoyance and couged louder this time. He then moved her head looking up and pointed a trail of black smoke in the sky heading for Ponyville.

"[gasp] Because of that giant cloud of scary black smoke?" Fluttershy looked at the smoke trail and felt something hit her in the back of the head. Angel threw the carrot he kicked at her to emphasize his point with his arms crossed again and with a serious expression on his face.

"I'll take that as a... yes." Fluttershy said sheepishly and made her way to warn Ponyville.

Later that day…

Charles managed to make it to the park, where he greeted the ponies who passed by and enjoyed the fine weather.

"Hello, Derpy Hooves, Parasol. Hello, Bon Bon, Carrot Top. Hello, Lemon Hearts, Sea Swirl, Wind Whistler. Hello, Tornado Bolt, Apple Bumpkin. Hello, Medley, Dizzy Twister, Cloud Kicker. Hello, Apple Cobbler, Lyra. Hello, Twinkle, Minuette. Hello, Shoeshine, Cherry Berry. Hello, Daisy, Goldengrape. Hello, little fillies. Hello, Berry Punch. Hello, Amethyst Star, and Pink Lady." He then looked up, ready to greet any overhead pegasi, and saw something he wasn't about to give a nice "hello" to; a plume of thick black smoke issuing from a distant mountain peak. And it seemed to be en route to Ponyville. "Oh dear."

Just before he could speak up, he noticed another voice. "Help! Help! Please? Help?", it said. He knew that voice anywhere, although he did have to strain to listen to it. "There's…there's a horrible cloud of smoke! It's headed this way and—"

He looked down and saw that it was Fluttershy—and that nopony else seemed to have heard her. She really needs to work on her volume… He then called out, "Fluttershy."

The meek pegasus turned to face him and cried out "Oh, Charles! I'm so glad you heard me."

"Your voice allures me every time, though I had to strain to understand you, actually. You really should raise your voice a bit more."

"I'll try." Just then, a ball headed their way—too fast for Charles to 'catch'—and they both ducked. Before it can hit the ground, Rainbow Dash flashed in and started bouncing it up off her forehead and rump.

"Don't be such a scaredy pony.", she told the two as Pinkie Pie arrives to watch.. "It's just me, future Equestria ball-bouncing record holder." She then continued to count. "Two hundred forty-six, two hundred forty-seven…"

"This calls for a celebration!", said Pinkie as she zipped away.

"Girls.", Charles and Fluttershy spoke up. "This is no time for celebration. This is a time for panic, for—" They was rudely cut off by Pinkie, who popped up in front of them, facing away from the two who know of the smoke, which was already making its way to the park.

"Ooh! I'm gonna need balloons!" She then hopped away. "One for everypony in Ponyville!"

Fluttershy and Charles followed her, the former saying, "There's…there's smoke, and…and where there's smoke, there's fire, and—"

They were cut off by Pinkie suddenly stopping—and Charles got a face full of her behind, and Fluttershy got a face full of his. Both were briefly knocked silly, but the former recovered quickly as Pinkie began to count off the ponies in the park.

"Let's see. That's one…" She pointed at a hovering Medley, who turned and noticed. "Two." She then pointed at Daisy, who turned and noticed as well. "Three." Cloud Kicker, who also turned and looked. "Four." Cherry Berry, who didn't notice, but Heartstrings and Shoeshine turned to look at Pinkie as they sat on a bench. "Five. Six." Shoeshine, who sat next to Lyra and was laid out across the bench in a proper equine manner.

She turned to look at Rainbow, who was still bouncing her ball. "…two hundred fifty-four, two hundred fifty-five…no, wait…" She was interrupted by Pinkie as she rushed in to count her as well, causing the ball to miss Rainbow's head and land under her wing.

"…seven…" Pinkie earned an exasperated sigh from Rainbow.

"Pinkie Pie, now I have to start over!"

"We're all gonna have to start over.", snarked Charles and Fluttershy as Rainbow left. "In a new village, 'cause ours is gonna be—"

"Hey, Rainbow Dash, wait up!", Pinkie interrupted.

"Dammit, why isn't anypony listening to me…", he growled.

"Oh, please, this is an emergency.", pleaded Fluttershy. "I need everypony to—"

"LISTEN UP!", another voice came. Everypony turned to a bridge over the stream running through the park and saw Twilight Sparkle, with Spike on her back.

"Twilight!", Charles called.

"Smoke is spreading over all of Equestria!" There was a shocked reaction from the crowd.

"That's what Fluttershy and I've been trying to tell—" he began to say as they came over, but he was cut off again.

"But don't worry. I've just received a letter from Princess Celestia informing me that it is not coming from a fire."

"Oh, thank goodness." Fluttershy sighed in relief.

"It's coming from a dragon!"

The mild-mannered pegasus sucked in a gasp that would inflate a small blimp as her eyes popped. "A….d-d-d-dragon?"

"Uh-oh.", groaned Charles

Later…

Twilight, Charles, Fluttershy, and the rest of the keepers of the Elements of Harmony were gathered inside the Books and Branches Library. Outside, the sky has darkened under the spreading smoke.

"What in the name of all things cinnamon-swirled is a full-grown dragon doin' here in Equestria?", Applejack asked Twilight, who was studying a book from a stack, with rolled-up documents resting nearby.

The purple unicorn closed the book with her magic and set it aside. "Sleeping.", she answered.

"Huh?" Nopony could believe their ears as Twilight 'packed' a book into her saddlebags standing on the floor.

"According to Princess Celestia, he's taking a nap. His snoring is what's causing all this smoke."

"He should really see a doctor.", commented Pinkie. "That doesn't sound healthy at all."

"Well, at least he's not snoring fire.", said Rarity. "What are we meant to do about it?"

"I'll tell you what we're meant to do.", Rainbow said as she hovered a few feet up. "Give him the boot! Take that!" She kicked the center table's horse-head bust, which was balanced by Twilight and Charles before it can topple. "And that!" She rushed at it, but they levitated it upward and as they set it back on the pedestal, the cyan pegasus was sprawled upside down against a wall.

"We need to encourage him to take a nap somewhere else.", Twilight said as Rainbow got up. "Princess Celestia has given us this mission, and we must not fail." The speedster stood to attention and saluted. "If we do, Equestria will be covered in smoke for the next one hundred years."

Fluttershy recoiled in horror with a gasp.

"That is not good at all.", said Charles.

Rarity gave a humph and turned to Pinkie. "Talk about getting your beauty sleep."

"All right, everypony." Twilight's saddlebags closed. "I need you to gather supplies quickly." The bags then rose off the floor and settled on her back. "We've got a long journey ahead of us." The others gathered around her. "Let's meet back here in less than an hour."

Rainbow looped in the air, throwing hooves around Pinkie's and Rarity's necks. "Okay, girls, you heard her! The fate of Equestria is in our hooves! Do we have what it takes?"

Applejack, Pinkie, and Rarity reared up and voice their own affirmative responses. As they hustled out the door, Rainbow joins them—but Fluttershy hung back. "Um, actually…"

[screen mode]

{Wipe to Rainbow's cloud house. She flies to one of the rainbow ponds at its edge, from which a waterfall trickles toward the ground, and daubs a stripe of the material under each narrowed eye. Throwing a defiant growl and fierce grin toward the camera, she is framed in a pink letterbox shot, with her shadow superimposing itself several times behind her. Freeze frame.}

{Quick pan to a fullscreen shot of Sweet Apple Acres. The four local members of the Apple family—Applejack, Apple Bloom, Big Macintosh, Granny Smith—are gathered around a pair of open saddlebags on the ground. As the camera zooms in, Bloom drops in a bottle of apple juice, Granny pulls one bag closed with her teeth, and Macintosh loads them onto Applejack's back with some effort. Once the blonde pony straightens up under the weight, she rears up and leaps sideways with a yell. Letterbox freeze frame, as before, but the letterbox is blue.}

{Quick pan to Charles' training room in the library, where Charles is at the right side of the screen, and the training dummy is at the left. But instead of engaging the dummy, Chronicle is surveying a row of items on the shelf Among the items are—as the camera pans from right to left— a shovel, a bottle of water, and a bag full of bits. The orange stallion puts a hoof to his chin.}

Charles: Hmm…What to bring…

{He suddenly lights up as he then 'selects' the bottle of water. He considers the shovel, but decides against it with a shake of his head. After he then 'stores' them in his saddlebags, he faces the camera, and rears up with a devious grin. Letterbox freeze frame, as before, but the letterbox is blackish-gray. Quick pan to a fullscreen shot of Sugarcube Corner, from which Pinkie emerges wearing her own saddlebags, a pair of sunglasses, and a big goofy grin. One bag pops open, scattering un-inflated balloons everywhere; she giggles for a second, then catches herself.}

Pinkie: Oh, I mean… (striking tough rear-legged pose) …grrrr!

{Letterbox freeze frame, as before, but the letterbox is green. Quick pan to the Carousel Boutique, then zoom in quickly and cut to Rarity inside. She has put on a camouflage Army helmet, with a few leaves and branches attached to improve the disguise, and carries her saddlebags in her teeth. After catching her reflection in a mirror, she drops the bags and zips back to it, disgusted.}

Rarity: Ewwww!

{Off she goes, returning a moment later with new headwear: a broad-brimmed hat, still done in camo colors but with a long pink plume instead of the branches.}

Rarity: Much better. Onward!

{Letterbox freeze frame, as before, but the letterbox is yellow. Quick pan to Fluttershy's cottage, zooming in on the front door whose top half is open. She nudges the bottom half open and steps out, wearing a football helmet, a baseball catcher's chest protector, an inner tube around her midsection, and "floaties" on all four legs. The top half swings shut, scaring a little whimper out of her. Letterbox freeze frame, as before, but the letterbox is red.}

{Cut to a letterbox screen full of black smoke, with images of the six freeze-frames dropping in from right to left to tile in the view.}

Applejack: Let's go! (All but Fluttershy zip away.)

Fluttershy: Um…let's not?

{She crouches down and goes into a whimpering shiver as the six strips slide away up and down.}

[end screen mode]

After the hour…

Twilight Sparkle was now walking down the line to review the 'troops'. Charles were lined up as well. Rainbow Dash seemed to have what looked like war stripes (colored in her namesake, no less) under her eyes. Pinkie wore a pair of red sunglasses. Rarity wore a broad-brimmed hat colored in camo colors and with a long pink plume. Fluttershy, she wore a football helmet, a baseball catcher's chest protector, an inner tube around her midsection, and "floaties" on all four legs.

"All right, ponies, listen up.", Twilight said as she walked."I'm mapping out the fastest route, but we've all got to keep a good pace if we expect to make it up the mountain by nightfall."

Fluttershy fell out of line and gasped with a shudder, "Mountain?"

Twilight pointed to the peak. "The dragon is in that cave at the very top."

"Looks pretty cold up there.", noted Applejack.

"You bet it is!", agreed Rainbow. "The higher you go, the chillier it gets.

"Good thing I brought my scarf.", Rarity said as she brought one up from her saddlebag. It was striped in two shades of pink.

"Ooh, pretty!", Pinkie said as Rarity settled it around her neck.

Rainbow laughed with sarcasm. "Oh, yeah. That'll keep you nice and cozy."

Charles noticed Fluttershy looking visibly unsettled. A glance up at the dizzying, fume-choked summit prompted one hard swallow from her. Only he took notice as his charge levitated a map from her bag and studied it.

As Fluttershy decided to make her way towards Twilight, Charles followed as the pegasus said, "Um…excuse me, Twilight? I know you're busy, but—"

Twilight was not paying attention. "Uh-huh. Well, we could go this way."

"—but if I could just have a second—"

"Uh-huh. No, we want to avoid that."

"So, um, I was thinking that, um, maybe I should just stay here in Ponyville."

"Uh-huh."

Fluttershy seemed to brighten up. "Oh! Good. I'll stay here and—"

Charles cut in. "Twilight, I have an apology to make."

"Uh-huh."

"I spilt coffee on your favorite book."

"Uh-huh." Only two seconds after that did what he said sink in. "WHAT?!" She turned to her bodyguard with a surprised look.

"Just kidding." Charles gave a smile. "Spike can vouch for that." everypony Laughed.

"Okay." She then noticed Fluttershy leaving. "Where is she going?"

"She asked that she stay in Ponyville and you gave her consent."

"I did?!"

"Yes. You should really pay attention to what others are trying to say so you don't say something you're gonna regret later." Immediately, his charge made her way to the pegasus before she could leave. Charles regretted what he said after that; he was hoping to have her gone by then and they'd proceed without her.

"Wait!" Fluttershy stopped. "You have to come. Your way with wild animals will surely come in handy."

"I don't think I—", Fluttershy said before being cut off again.

"Oh, and don't worry about your little friends in the meadow.", Twilight assured her. "Spike's got it covered while you're gone."

"You can count on me.", said the baby dragon as he was accompanied with a few of them, two on his arms, even. Angel popped up on Spike's head and gave it a good thumping with one leg, scaring all the other critters away.

Spike ran after them, yelling, "Hey! Hey! Wait!"

"I don't really think he's up to the task.", Fluttershy said as Twilight walked off. "Maybe…but…but…" She stopped with a tiny little whimper; Rainbow seemed to notice and took Twilight aside.

"Are you sure you want Fluttershy to come along?", the cyan pegasus asked "I mean, that pony's afraid of her own shadow. She's just gonna slow us down."

"I'll have to agree with Rainbow here.", Charles voiced his opinion.

"Oh, she's just a little nervous.", Twilight waved them off. "Once we get going, I'm sure she'll be fine."

A yelp from the scaredy pony drew their attention. Rainbow's words were exactly on point as Fluttershy dived into a bush to get away from her shadow and peeked out.

"You were saying?", Charles and Rainbow snarked.

As for the rest, they were ready to go. Rarity had put her scarf away, and Pinkie was blowing up a balloon.

"All right, ponies!", Twilight called. The balloon slipped out of Pinkie's mouth and veered around as it deflated, finally landing on her head. "Move out!" And that was what she, Applejack, Pinkie, and Rarity did—straight toward Fluttershy, catching her in their small-scale stampede. As she was carried screaming toward the mountain, Rainbow and the stallion quickly followed.

Two-thirds of an hour later…

The party reached the bottom of the mountain.

As they reached the mountain's grassy foot slopes, the entire place trembled as they heard a low, guttural noise. Smoke also boiled out as Rainbow hovered overhead and Fluttershy dove behind Applejack with a panicked gasp.

"Whoa! What was that?", Rainbow gasped.

"That is what it sounds like when a dragon snores.", Twilight explained.

Fluttershy peeked up. "It's…it's so…high."

Rainbow leaned in. "Well, it is a mountain!" She then turned to face upward. "I'm gonna fly up there and check it out." She tried to do so on the end of this line, but Applejack's (apparently) favorite grab-the-tail-in-the-teeth move stopped her.

"Hold on now.", the farmpony said as she then let go. "I think we should all go up together. Safety in numbers an all."

Rainbow sulked at this. "Oh, all right."

After a minute…

Rainbow was glumly winging her way up a slope as the others muscled ahead on leg-power. Applejack was in the lead, followed by Pinkie Pie, Rarity, and Twilight Sparkle (who was studying her map before rolling it up), with the sole stallion bringing up the rear.

"I hear the only thing that sparkles more than a dragon's scales are the jewels they use to build their nests.", Rarity said. "Ooh! If I play my cards right, I might be able to convince him to part with a few!"

She and Pinkie stopped as the latter said with a scratchy voice. "Welcome to my cave, Rarity! Care for a diamond?"

The pink joker's jape irked Rarity for a moment until she growled, prompting a round of laughter from all but Twilight and Charles.

"Girls!" They all fell silent. "This is no laughing matter!" She then continued on past the rest. "Fluttershy, you're the expert on wild creatures. What do you think the dragon will be like?" Getting no response, she stopped to look around, as do the other five land-bound travelers. "Fluttershy?"

Rainbow looked down and so did Charles. "Hey!" They saw Fluttershy peeking out behind a bush at the mountain's foot. "What are you waiting for? An invitation?"

"Ooh!", Pinkie said as she ducked away. "I think I have one in my bag!" She instantly came up with one in her teeth, releasing a burst of confetti, streamers, balloons, and noise that scared the daylights out of the pegasus and did little for Rarity's mood, not to mention get an eye-roll from Charles.

"It…it's so…so…steep.", Fluttershy said.

"Well, it is a cliff!", Rainbow pointed out. "You could just…oh, I don't know…fly up here?"

"Come on, Fluttershy, you can do it!", Pinkie said as she waved a hoof. "Flap those wings!"

"Oh…okay." With her eyes squeezed shut, she started flapping and was soon at eye level with the rest of the group. She then committed a variation on the classic fear-of-heights mistake by looking up instead of down, just in time for another of the dragon's rumbling snores. Both wings then snapped tight against her body out of sheer terror, and all four hooves flailed against nothing before she began to drop back into the bushes like a yellow brick.

As if on instinct, Charles' horn glowed in an attempt to 'catch' her. Alone, he would've been able to lift her, but he succeeded. Rainbow groaned in disgust, covering her eyes. Whilst hovering in the stallion's magical aura, Fluttershy strained hopelessly to unfurl her wings, while Twilight and Applejack watched from up the hill.

Twilight groaned as well. "We don't have time for this!"

Just then, the sole stallion 'grip' on Fluttershy began to falter. "Man, holding a pony is much harder than I thought.", complained Charles as he gently 'dropped' her on the bushes.

Meanwhile, Applejack pulled out the map with her teeth. "What are you doing?", Twilight asked her.

"Isn't it obvious?", Charles asked as he rubbed his head.

"I'll need this if I'm gonna take her around the mountain another way.", Applejack replied.

There was a loud groan from Rainbow. "Around the mountain?" Applejack bolted downhill and slid down the slope. "That's gonna take them forever!"

Just after the earth pony reached the pegasus, another snore from the leviathan shook the mountain and caused the latter to go over on her back in a stiff-legged, wide-eyed faint. A goat's bleat was heard as she toppled.

"Since that happened, I'm gonna help AJ out to try and speed things up." Charles sighed and slid down to Applejack. Applejack addressed the others, "Don't worry, Twi. We'll be there lickety-split."

The unicorn's concern deepened as she turned her gaze to the foul black stream advancing steadily over the hills.

A few minutes later…

Leaving Fluttershy in the capable hooves of Applejack and Charles, the remainder of the party stopped at a plateau where they would wait for them. However, a great deal of time had passed and they still weren't there yet. To pass the time, aside from tic-tac-toe, which Rarity and Pinkie played "Woo-hoo!", she said. "I win again!"

Rarity gave a disgusted sigh. "That's thirty-five games in a row." She then gave a smile "Best of seventy-one?"

"We... made... it." Applejack gasped in exaustion as she and Charles dragged the still unconcious Fluttershy in the same stance as earlier.

Rainbow hovered upside down for some reason and told Twilight, "Told you it was gonna take them forever."

"Well excuse us...It's not easy...carrying an unconcious pegasus...5 miles around a mountain in a... vertical elevation." Charles gasped for air as he lays tiredly on the ground along with Applejack.

Five minutes after…

The party had packed up and were on their way once more. Pinkie was well ahead of Fluttershy, who still either cannot or would not move under her own power and was being pushed by Applejack and pulled by Charles, the latter having borrowed the former's lasso. Farther ahead of these four, Rarity were slightly behind Twilight, while Rainbow soared over them all.

The two unicorns in the lead and Pinkie checked the map, which Twilight 'rolled up' and 'put away' after a moment. The party then stopped short, finding themselves at the edge of a dropoff. Rainbow landed, galloped up, and easily leaped the gap with a little help from her wings. Twilight was next, then Rarity, then Applejack, then Pinkie, but Fluttershy could only swallow hard and stare across at the others. Charles had stayed behind as well, trying to convince the pegasus to cross.

"Your turn, Fluttershy.", called Twilight.

"But…it's so…" She turned her head away. "…wide."

"Really?", Charles snarked. "I've leaped wider gaps."

Twilight was getting impatient. "Come on, Fluttershy! We should be much farther along by now."

Applejack tried to encourage her. "You could just leap on over."

Fluttershy peeked past the edge. "I…" A fresh snore and billow of smoke cut her off. She yanked her head back and curled into a shivering little ball. "I don't know."

Both Twilight and Applejack shook their heads disappointingly, but Pinkie was her usual cheerful self.

"There's nothing to be afraid of!", she said as she jumped to the edge. "It's just a hop, skip, and a jump!" And with one nimble bound, she is back on Fluttershy's side.

And also, Charles could hear music. The prominent instrument was a soft-shoe piano and the tune was in C major.

Now Playing: Hop Skip and Jump song

"See?"

It's not very far, just move your little rump♪

You can make it if you try with a hop, skip, and a jump♪

Pinkie added a shake of her hindquarters to make the point before leaping across.

Suddenly, the music paused. "We don't have time for this!", Twilight told her.

The music then resumed, steadily increasing tempo as Pinkie jumped back and forth.

A hop, skip, and a jump, just move your little rump♪

A hop, skip, and a jump, a hop, skip, and a jump♪

A hop, skip, and a jump, a hop, skip, and a jump♪

A hop, skip and a jump♪

Fluttershy's eyes flicked back and forth to follow the performance, which ended with Pinkie back on the far side, and she finally smiled and stood up as the music stopped.

End Song

"Okay…here I go.", she said as she did the motions slowly. "A hop…"

"That's it.", said Applejack.

"You got it.", said Twilight.

"Almost there.", said Rarity.

"I got your back.", assured Charles.

"Skip…" Fluttershy skipped over the edge, eyes closed.

"Just don't look down!", Twilight then said.

With a look of horror as Fluttershy opened her eyes and made exactly that mistake.

Her vision blurred out of sheer panic as she began to take the 'big dive'. There was barely time for her to get out one tiny moan before she suddenly stopped dead.

"Why didn't anypony just tell her the gap was too narrow to not be able to jump?", asked Charles.

Indeed, Fluttershy had one pair of splayed hooves on each edge of the gap—which was in fact barely more than one pony wide. While Twilight managed the best smile she can at the weak humor of the situation, Rainbow clapped a hoof to her face with a groan and flew over to push Fluttershy across. As Charles then flash-stepped across, Pinkie, and Rarity assisted with a little pulling action, which ended with a thud and both pegasi lying in a heap before everypony else save for the orange stallion.

"I guess I forgot to jump.", Fluttershy finally said.

Charles could only smack himself in the face with a hoof. "Should've carried her across or made a bridge."

Later…

The party were now at yet another section of the trail leading up the craggy mountain.

"Let's keep it down.", Twilight said softly. "According to my map, we're entering an avalanche zone. The smallest peep could cause a huge rockslide."

This was very unsettling news for the others, who stopped in their tracks—or above them, in Rainbow's case.

"An…an ava…ava…", Fluttershy began.

"Shhh!", Twilight told her.

They moved ahead, taking care to put their hooves down as lightly as possible. Rainbow brushed through some leafy branches as she flew along, causing a couple of leaves to drop loose and zigzag slowly toward the ground. One of them made the barest contact with Fluttershy's rump, but it was more than enough to set her off.

"AVALAN—"

Applejack silenced her with a hoof over her mouth, and all glanced nervously around as the echo of her cry died away. When it had nearly faded out, everypony sighed in relief—and then the terrain began to shake and rumble. A few pebbles clattered down from above, replaced by larger rock fragments in very short order.

"AVALANCHE!", all the mares shouted.

"Horse apples!", cursed the stallion.

Pandemonium ensued, with Twilight sprinting out from beneath a falling boulder, Rarity doing a serpentine through other slabs, and Applejack leaping across their tops only to hit a freshly landed one face first. In midair, Rainbow used a few of her tricks to stay ahead of the collapse.

As Pinkie flailed about, miraculously evading every rock, Charles used his Magic Horn Blade to cut every rock.

"Oh, no! Help!", he heard his charge call as she looked behind herself.

He saw a tumbling rock headed for Twilight's direction, but he was too far to be of any assistance. Luckily, Applejack wasn't as she dived to plow her out of the way. Everything afterward was covered in a huge cloud of dust and nearly everypony was coughing the last of it out of their lungs.

Once it cleared, it could be seen that the avalanche had left a broad mass of rock and earth across the trail, almost completely blocking it.

"Oh, my!", gasped Applejack as the coughing stopped. "Everypony okay?"

"Thanks to you, I am.", Twilight answered.

From a pile of some collapsed dirt, Fluttershy poked her head out. Charles then turned to see that Pinkie was bouncing happily in place next to a very filthy and discomfited Rarity. "Ugh.", the fashionista complained as she shook herself clean, transferring the dirt to Pinkie.

"Woo-hoo!", Pinkie cheered. "Let's do it again!"

Rarity gave a disgusted sigh. "This is why a girl always packs extra accessories." She whipped her scarf out of her saddlebags and put it on. She then eyed her gear with concern. "Oh, please tell me I brought the tiara that goes with this."

Rainbow hovered before her and said, "Uh, think we got bigger problems than making sure our hair bows match our horseshoes!"

Fluttershy let off an almost inaudible sigh as Pinkie cleaned herself up again. "Sorry."

Applejack forced a smile. "Aw, no big whoop, sugar cube."

"Yeah!", Twilight agreed. "We'll just have to…" Reality then set in as her face fell and she sighed resignedly. "…climb over."

And that's what everypony did most unwillingly. Twilight was the first to make it over to the other side, her bodyguard next, who was only slightly tired. Rainbow was next, who merely had to fly.

Way behind, Fluttershy was struggling to keep herself upright on the loose earth. One misstep sent her sliding down into Rarity, who in turn knocked over Applejack. A cloud of dust was formed once they crashed as a pile at the bottom. Rainbow grabbed one of Rarity's hooves and started to pull her free.

"My apologies.", Rarity said.

"Not your fault.", Rainbow bitterly replied, her eyes aimed at Fluttershy. The hapless pegasus got out a choked little whimper as the ace flyer passed, giving her a very hairy eyeball.

A few minutes after…

After crossing a stone arch, the party was now just short of a ledge on which the mouth of a cave could be seen. Twilight had the map open and floating in front of her, but rolled it up and stowed it after a moment.

"Still think it was a good idea to bring Fluttershy along?", Rainbow asked.

"Yeah.", agreed Charles. "I still say it would've been a better idea if she just stayed at Ponyville. She's been nothing but the load for the majority of this quest."

"We're about to find out.", Twilight answered them as everypony stopped; they had reached the mouth of the cave, where smoke was pouring out. "and We're here."

Now that everypony was at their destination, Twilight began to formulate a plan in her head, then voiced it out after a minute, keeping quiet as she paced so as not to wake up the dragon. "Rainbow Dash, you'll use your wings to clear the smoke."

"Mmm-hmm." Rainbow complied as she went into a crouch and took off straight up into the haze.

"Rarity and Pinkie Pie, you'll create a diversion to distract the dragon if things get a little hairy in there."

Pinkie zipped away, leaving Rarity to gape after her as she came up with a rubber chicken and swung it back and forth in her teeth, holding it by the head like a fox raiding a hen-house. The spectacle left the two unicorn mares at a total loss for words.

"Applejack and Charles, if you have to you can defend us with your apples and Magic Horn Blade"

The farmpony had two apples in her mouth as she said that. Applejack flipped them backwards overhead, then delivered two one-legged bucks that propelled them straight toward a nearby tree. They splattered against the trunk on impact as she threw a fierce smile. And, the Musketeer pony use his Magic Horn Blade to slice a leaf in half.

"But it shouldn't come to that, because Fluttershy will do what she needs to do to wake him up. And between the two of us, we should be able to get him to understand why he needs to go. Is everypony ready?"

Five out of six indicated that they were, the last being scared out of her wits and crouched almost low enough to be a throw rug. Charles noticed this and was about to voice this out when he was cut off. "Okay, then. We're going in!"

She slowly entered the cave, her bodyguard quickly following.

"Uhh…Twilight?", he said. "I think there's a problem with with your plan."

However, she wasn't listening as she then said, "So, what is the best way to wake up a sleeping dragon without upsetting him?" She stopped and looked around. "Fluttershy?"

"Told you there's a problem."

As it was, the were the only ones in the cave at the moment as they then started back out. Twilight was obviously fed up with this. "Oh, come on!"

Fluttershy had gone beyond a terrified crouch to literally burying her head in the sand—or dirt, as the case may be. Charles smacked himself in the face with his hoof. His charge began to grab Fluttershy's wing with her teeth and pulled her out.

"Come on! We have to do this!" She proceeded to head-butt the reluctant pegasus from behind. "Now!"

Charles went behind his charge to try and pull her away. "There's a big flaw in your plan, Twilight!" That was when Rainbow got into the act, bumping him from behind to drive him and Twilight into Fluttershy again, who continued to hold her position as her front hooves were dug in.

"Every…second longer that dragon…" Rarity joined in the push. "…sleeps is another…" Then Applejack. "…acre of Equestria that is covered in…smoke!"

Pinkie, did her pony-cannonball act and slammed into Applejack's back. Charles and the other five mares got off of the recalcitrant pegasus.

"I…I…I can't go in the cave.", Fluttershy finally replied, making her friends keel over with disgusted groans.

"Oh, great. She's scared of caves now, too.", Rainbow complained.

"I'm not scared of caves. I'm scared of—" There was a soft mumble in place of the last word.

"What's that, sugarcube?", asked Applejack.

"I'm scared of—" Another mumble.

"What?", Twilight asked.

"I think I know.", Charles groaned.

Fluttershy cried out hastily in full volume. I'm scared of dragons!"

"I suspected this…"

The one in question sounded off again, letting off a fresh belch of smoke that filled the screen. Charles could hear Fluttershy's cry as everypony, had a brief coughing fit. Fluttershy had also taken cover behind Applejack.

"But, Fluttershy, you have a wonderful talent dealing with all kinds of animals.", pleaded Twilight.

"Yes, because they're not dragons.", Fluttershy answered.

"Oh, come on! We've seen you walk right up to a horrible manticore like it was nothing."

"Yes, because he wasn't a dragon."

"Spike is a dragon.", Pinkie pointed out. "You're not scared of him."

"…Seriously?", Charles snarked. "Spike's just a baby!"

"Yes, he's not a huge, gigantic, terrifying, enormous, teeth-gnashing, sharp-scale-having, horn-wearing, smoke-snoring, could-eat-a-pony-in-one-bite, totally all-grown-up dragon."

There came another rumble and blast of smoke and Fluttershy had folded herself so flat that she could win any limbo contest known to man or pony and was shuddering mightily in front of Twilight, who asked, "But—if you're so afraid of dragons, why didn't you say something before we came all the way up here?"

"I was afraid to." Rainbow groaned, putting a hoof to her face as Applejack nudged Fluttershy up.

"All of us are scared of that dragon."

"I'm not!"

"Neither am I.", added Charles, then muttered, "But it's my life I'm scared for…"

"Almost all of us are scared of that dragon. But we've got a job to do. So get in there with Twilight and show her what you're made of."

Fluttershy looked at the others, the girls looking expectantly and the boy looking worried. "I…I… I just…can't.", she finally answered as she then turned away and started down the trail.

"Oh, Fluttershy…", said Twilight.

"She can't do this.", Charles said.

His charge could give no answer to that but, "I guess I still need to learn more about friendship, huh?"

Charles nodded at that. "Well, you got a backup plan? Because if you don't, Equestria is screwed."

"Screwed?"

"It's my way of saying 'in imminent danger'."

Later…

Once again, Twilight Sparkle ventured into the cave, alone this time, passing by something very large, scaly, and red, curled around a stalactite along the way. Presumably, it was part of the dragon's gigantic body.

"I'm going in!", she said with resolution. "He probably just doesn't realize what he's doing…right?"

Just at the edge, the remainder of the party poked their heads around the edge to voice encouragement, then ducked away again as Twilight began to negotiate.

"Mr. Dragon." Twilight called out fearfully. She then bumped into something and it didn't feel like a rock. They looked up in fear and realized they bumped into the thing they were looking for. It was the sleeping dragon breathing smoke out of his nose. It was red with fish like ears, red spines on his back, and a yellow underbelly. Twilight regained her composure and went to speak up to him.

"Excuse me." Twilight called for the dragon's attention. The dragon grumbled and rolled over so he can scratch his yellow stomach with his sharp claws.

"Mr. Dragon." Twilight called out again this time slightly a little louder. Then without warning the dragon opened his yellow reptilian eyes to see who is disturbing his sleep. Twilight jumped back a little startled at the dragon's awakening.

"Oh, good, you're awake. Please allow me to myself my name is Twilight-" Twilight was about to introduced herself until the dragon made a yawn which made him breath a rather foul smell to them which they had to cover her noses from.

"Augh! Puh! Sparkle, and my friends and I are residents here in Equestria. Ponyville, to be exact." Twilight explained. The dragon then turned his attention to the entrance and sees the others looking at him in fear while Pinkie makes a wide smile and rapidly waves her hoof signing a hello.

"We come her to ask that you find another spot to take your nap. It's just that you seem to be doing an awful lot of snoring, and every time you do you send out a terrible cloud of smoke." Twilight said just as the dragon huffed a cloud of smoke out of his snout. Twilight coughed from the affect.

"Equestria simply can't survive a hundred years in a dark haze. You understand, don't you?" Twilight asked pleadingly. The dragon then stood up grunting as he strectches his arms and back scratching it with groaning.

"So, you'll find another place to sleep?" Twilight asked happily thinking she succeeded. But unfortunately the dragon laid back down and resumed sleeping.

Just then the dragon blowed smoke from his mouth and Twilight coughed at the effect and went outside trying to get fresh air. Just as they got out the dragon made another puff of smoke and the rest of the group started coughing as well.

"So much for [coughs] persuading him." Dash said.

"Now what?", asked Applejack.

That was when Rarity trotted up and cleared her throat. "Obviously this situation just calls for a little pony charm. Allow me, girls."

And in she went. "I'm so sorry to interrupt. [clears throat] But I couldn't possibly head back home without mentioning what handsome scales you have. And those scales have to be hidden away in some silly cave for a hundred years?" Rarity complimented as she puts on jewelery from the stacks of treasures. The dragon smiled at the pony's words.

"Personally, I think you should skip the snoozing and be out there, showing them off. Heh." Rarity suggested as the dragon rubbed his scales with a proud smile on his face daydreaming the thoughts.

"Obviously, I would be more than happy to keep an eye on your jewels while you're gone." Rarity said. The dragon then widened his eyes back into reality and growled at the sneaky unicorn and dragged the nearby treasure away from her. Rarity then ran away in fear and threw away the jewelery she had on and the dragon caught them in midair.

Rarity run out resting her head on her hoof on a rock in a dissapointed expression.

"I was this close to getting that diamond.", she complained.

"You mean 'getting rid of that dragon'?", corrected Twilight.

"Oh, yeah, sure."

"Allow me.", Charles said as he then stepped into the cave.

"What do you plan on doing?", asked Twilight.

"What I do best."

He did not speak another word as he stepped further in, passing by a few traces of gold coins and jewelry. Apparently, Rarity had been trying to take some treasure. Perhaps it was a good idea to leave Spike behind after all.

He then stopped to face the dragon up close and personal. From his distance, he could see that it was a massive humdinger. It had red scales, pink head spines and ridges over its yellow-orange eyes, bat-wing ears, a pale yellow underbelly, and a gigantic beak-like snout. It looked rather ticked off—most likely from Rarity's attempt—as it stared down to him with a hostile look.

"It's an honor to meet you.", he told the dragon, then almost regretted it. Of all the introductions he could make, he wondered if this one was the most appropriate. The dragon just growled in response as it kept its pile of treasure close to itself. "I know you're no dumb beast and I'm sure we can settle this like civilized creatures." There was a moment of silence as the dragon just looked down at the stallion. "Allow me to introduce myself. My name is Charles d'Artagnan Musketeer pony of the royal Guard."

The dragon paused for a moment.

"Well, Mr. Dragon. The Residents who reside in the area around where you are currently sleeping in. And unfortunately, they don't approve of the smoke you're letting out while you're doing that." The Dragon said nothing at this. "My unicorn friend—not the white one who was obviously after your precious hoard—was requesting you to look for another place to sleep, that is all."

The Dragon groaned as he turned over in his bed of bits, jewels, and gold items.

"However, since you obviously can't be kindly persuaded which are orders from the Princess, I'm forced to resort to a less diplomatic alternative." Charles paused a moment for a bit of effect. "I'm gonna have to challenge you for this cave."

The Dragon's spines bristled upon hearing this as the Orange unicorn 'prepared' his "magic horn blade". The red dragon growled as he prepared to send off this miniscule threat.

Rainbow over hear this and cheer "Yay Charles show him whose boss!"

Twilight was worried "I hope He's okay?!"

"What! Why?"

"Well Princess Celestia says he is is reckless on who he is fighting!"(1)

"Really?"

"Yes."

As soon the conservation over is Charles called from the cave "Hey! What are you doing?! Aaaah eeeh ooo ouch aaa oww oooh eee aaa ooouuu oou uu ee oooooo ouch ow eeh aah ouch ooo oooo eeeh aahh ahhh oooo ouch aaaah owww eeeehhh aaahhh oooohhh ooooo aaa eee ouch ooooo aaaaa aaaaa eeeee aaawww." Then a smoke sound. When that is over Charles come out of the cave dazed and covered in ash as he walked with completely straight legs. He managed to reach his charge.

"Charles!", she cried out. "Are you okay?"

"Allow me to introduce myself. My name is Mud." he said then he fall to the ground backwards.(2)

"…Okay, I think he's out.", Twilight finally said. "Luckily, for him he pack a bottle of water before we left."

She got the water bottle from his saddlebag and pore it on him.

Charles woke up explain "Who? What? Where?"

"You got Knockout!"

"Oh!"

Then a party favor sounded off.

"What in tarnation?", Applejack swore.

As it turns out, Pinkie was now wearing an outfit consisting of the following: a bunch of balloons tied to her tail, swim fins on all four hooves, a gift box enclosing her entire body and upper legs and tied with a polka-dotted ribbon, more balloons tucked in behind an inner tube on her head, the red sunglasses Applejack and Rarity stared in total disbelief and were soon joined by Rainbow.

"Darling, you look ridiculous!", Rarity said

"Exactly!", Pinkie replied as she waddled into the cave the same way Charles did, but more smoothly. "Sharing a laugh is a sure-fire way to get someone on your side." Once she was inside with the dragon, she let out a "Hi!"

A swift pummeling was heard from within, accompanied by the sound of deflating balloons.

Pinkie then emerges a moment later—her getup trashed and with only one surviving balloon on her tail.

"Apparently he doesn't like laughing—or sharing.", she said.

"All right, that's it!", Rainbow cried out. "We've tried persuasion, charm, challenging, whatever it is Pinkie Pie does…" There came a sad little blow on the party favor "…it's time to stop wasting time! I'm going in!" Just before she could flash into the cave, Charles jumped after her and grabbed her by the tail with his mouth. However, he wasn't strong at this as Applejack was as he began to get dragged along the ground.

"Rainbow! No!", Twilight cried out as Pinkie ditched the remains of her costume.

"I stood no chance.", her charge warned. "What makes you think you'll fare better?"

He received no answer as he lost his grip and the headstrong charger reached the dragon in a heartbeat and stared it down.

"Get…OUT!", the pegasus demanded as she did a powerful mid-air buck at the dragon's beaked snout. His first reaction was to sneeze, and his second was to get good and angry. Rainbow was unnerved at this. "Heh…sorry." The Dragon's third reaction was to let go with a roar that threw her all the way out of the cave, where she knocked into the four mares and the stallion like bowling pins.

The dragon emerged from the cave, who let out an infuriated bellow, sending smoke spewing over the party sending them all into a rock outcropping—where Fluttershy was currently hiding. While Charles was dueling the dragon for the cave, after hearing yet another rumble, Fluttershy had backed off to a large rock further away from the cave mouth. As her six companions lay dazed against the rock, it cracked and fell apart, exposing the cowardly pegasus.

She then looked up over the rubble, her jaw falling open once she saw the state everypony else was. As Charles partially recovered and looked up to her somewhat dizzily, Fluttershy's attention shifted between the colossal dragon and the jumble of ponies. Her blue-green eyes wavered indecisively and closed, only to open again as her brows drew down in steely determination.

"How dare you?", she finally said, in a tone nopony ever attributed to her having, as the Dragon stared back at her. "How dare you?!"

She then proceeded to fly up to his level, landing on the snout and trotting up to stare it eye to eye as she continued. "Listen here, mister! Just because you're big doesn't mean you get to be a bully!" As he and the others recovered from the dragon's blow, Charles could see that her words have cowed the beast dramatically. "You may have huge teeth and sharp scales and snore smoke and breathe fire, but you do not, I repeat, you do NOT HURT MY FRIENDS! You got that?"

There was a long pause, after which the dragon cowered away from Fluttershy with a little whimper.

"Well?"

There was another long pause…before the dragon spoke back, "But that rainbow one kicked me." Rainbow nodded and smiled hugely.

Now Fluttershy returned to her usual sweet tone of voice, but still with a bit of steel in it. "And I am very sorry about that." Rainbow aimed a puzzled look at the others. "But you're bigger than she is, and you should know better. You should also know better than to take a nap where your snoring can become a health hazard to other creatures."

"But I—"

Fluttershy sternly cut him off as she straightened up and put her front hooves to her flanks in an akimbo position. "Don't you 'but I' me, mister. Now what do you have to say for yourself?" There was a moment of silence. "I said, what do you have to say for yourself?"

The Dragon fought to keep his composure and lost, bursting into tears. Below, as the rest recovered and stood upright, Rarity was worrying about the rain's effect on her mane, while Pinkie donned an umbrella hat and was grinning her head off.

As for Charles, he still lay where he was, looking in awe at Fluttershy's talk-down with the dragon, his eyes starry and his grin wide. He felt…in awe. Like something bearing him down was lifted from his back. Like he was being lifted slowly into the sky. Like…well, he didn't know exactly what love (probably the "puppy" sort) was supposed to feel like, but if anything it would probably be like this.

"There, there. No need to cry.", Fluttershy comforted the dragon and his tears stopped. "You're not a bad dragon." She then descending to where the rest of the party stood as they gathered around her. "You just made a bad decision. Now go pack your things. You just need to find a new place to sleep. That's all."

There were cheers and congratulations from the other mares.

"You did it!", Twilight cheered as the dragon went into his cave. "I knew you could do it!" A breath of fire was heard, then they saw him take his leave of the peak, flapping his great wings.

The mares then went to their scattered saddlebags and got themselves packed for their return trip. Although Rarity did take a peek inside the cave, only to see the dragon's hoard mysteriously gone, much to her disappointment.

"All right.", Twilight said. "Let's go home." The others nodded as they prepared to do so. Then they noticed that Charles still lay where he was, still in his 'trance'. As they approached him, they saw his eyes were on one particular pony. Twilight then went up to him and waved her hoof at his face. This was enough to make him snap out of his trance.

"Wh-wha?", he asked as he shook his head vigorously, then quickly snapped to reality as he quickly got onto his feet. "Oh right. Let's get back to Ponyvillle and report our success."

And that's what they did. There were general sighs from everypony as they continued down the trail. Luckily for Charles, nopony questioned why he was looking starry-eyed at Fluttershy while she talked the dragon down. At least not yet.

Two hours before sunset…

Miraculously, it was still daytime by the time the party returned to Ponyville and several pegasi were already hard at work dissipating the sheet of black vapor to leave behind a normal sky. The party was also praised for their efforts. Everypony else also went their separate ways to tend to their homes. After all, who knows what effects the smoke had made on them other than a dark sky?

As Twilight and her bodyguard entered the library, they could hear Spike yell, "I said come back here!"

"Looks like Spike's been having problems.", Charles told his charge. "Were you really certain he could've watched over Fluttershy's animals?"

He wasn't given an answer as they made it to the second floor, where they saw Spike walking across the bedroom loft, holding Angel at arm's length by the hind leg as the bunny tried to deck him.

"How does Fluttershy put up with you furry little things?!", he complained to himself.

"Spike?", Twilight called, catching his attention. "Take a letter."

He was only too pleased to do so, dropping Angel and pulling out a quill and scroll. "With pleasure!"

"Dear Princess Celestia…", she dictated. "I am happy to report that the dragon has departed our fair country, and that it was my good friend Fluttershy who convinced him to go. This adventure has taught me to never lose faith in your friends. They can be an amazing source of strength, and can help you overcome even your greatest fears. Always your faithful student, Twilight Sparkle."

Once the letter was done, they heard Applejack call from outside. They could also hear a ball bouncing.

"Twilight! Charles!", she called. "You gotta come see this!" The two unicorns made their way to a window with the hanging lantern, opening it and stepping to the railing. Rainbow was at it again, bounding the ball with her head, just like in the park before the dragon's smoke became a problem. "She's just five away from a new pony record!"

Surrounding her were the rest of her friends, though he couldn't see Pinkie.

"Three hundred forty-seven, three hundred forty-eight…" Just then, a grating roar threw her off. The ball ricocheted away and she and her mane stood bolt upright. "DRAGON!", Rainbow yelled as she went down, eyes wide open and all four hooves pointing stiffly upward. As before, the sound of a bleating goat was heard, though Charles could see no goats in the area as he and his friends had a good laugh as she got up.

Rainbow was still shaken as she said, "Why are you laughing? That awful dragon is back!"

"No, he's not.", Charles said as he saw the culprit. "It's just Pinkie Pie."

Sure enough, she came over, voicing the "roar". "Pinkie Pie, you scared me!" Her eyes then popped upon realizing what she just said. "I mean…uh…you…broke my concentration."

"Oh sure.", Charles' reply was filled with sarcasm as Pinkie trotted off.

"It's okay, Rainbow Dash.", Fluttershy assured as she flew down to Rainbow from above. "Not everypony can be as brave as me."

Down came a leaf from the nearest branch, which Rainbow blew aside so that it touched down on Fluttershy's rump…prompting her to keel over as before. There was another round of laughter, with Twilight and Charles shaking their heads before the former smiled and joined in.

Notes:

(1) Charles reckless Personality is base on the Pokémon Keldeo from the fifteenth Pokémon movie Pokémon the Movie: Kyurem VS. The Sword of Justice who is also reckless an fighting a dragon. both are based on the kirin and both also draw inspiration by the character of d'Artagnan from the novel The Three Musketeers. Their tails also resembles d'Artagnan's trademark feathered cap.

(2) These Funny Lines are Allusions The first funny line is from Futurama Episode The Luck of the Fryrish when Bender is rigging the race via administering sedatives to horses in the stable the Jocky asks Hey! What are you doing?! The Next two pair of funny lines is from Looney Tunes cartoon first is when the dragon beating Charles off screen is from the Porky Pig cartoon Porky Pig's Feat when the Broken Arms Hotel manager falls down the stairs. The last funny line is from another Looney Tunes cartoon Charles say something a really random line Operation: Rabbit for those who don't know this cartoon It's one of the rare cartoons with Bugs Bunny and Wile E. Coyote together. At the end of the cartoon Wile E. is dazed and covered in ash, returns to Bugs' hole, rebuilds his door, knocks on it and admits defeat. And says the exact line Charles said when Twilight ask if he is okay.

Pinkie Pie: So, uhh…what's next?

Karsap:: What do you mean "what's next?"

Pinkie: "You obviously going to do the next episode!"

Karsap: Oh right.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Pinkie: But you haven't told me what episode you'll be doing.

Karsap: It's the slumber party one.

Pinkie: Oh!

Chapter 8: Look Before You Sleep

It was a sunny day in Ponyville–but today wasn't the day for that. According to the weather management team, there was supposed to be some light rain last week, but they accidentally forgot about that. To make up for it, it was decided that a downpour would be made today.

Charles was walked about, he watched the ponies do their work; pushing in clouds for the oncoming storm, picking up fallen branches, pruning loose ones, the latter of which he pitched in with his "magic horn blade". While slicing down one bough, something caught his eye. Something that clearly wasn't helping in the town effort.

As he bypassed Applejack, who was pulling down a tree limb with her lasso, he saw Rarity levitating a broken bough upward and reattaching it at the point where it came loose. As she eyed it with great concentration, she gave a short grunt, then lightened up with an idea. Her horn glowed sapphire blue and the bough's leaves instantly styled themselves into a pair of rearing-filly topiaries.

"Perfect!", she said.

"Indeed.", agreed Charles as he came over. "If there wasn't a storm coming our way." His statement was followed by a lasso snagging the end and snapping the whole thing loose again. It landed in front of the two unicorns, who aim their gaze–Rarity's disbelieving–at Applejack, who then spit out the rope end, and was obviously not in good spirits.

"Just take the broken limbs down, Rarity.", Applejack said. "Don't y'all care about nothin' other than prettifyin'?"

"Somepony has to. You are making an absolute mess of the town square, Applejack."

"Yeah, well, the storm's gonna make an even bigger mess if we don't prune all these loose branches so they don't tumble down on anypony."

Rarity looked up at the sky as pegasi moved more clouds in to plug the holes and block the last of the sun. "I simply cannot imagine why the pegasus ponies would schedule a dreadful downpour this evening and ruin what could have been a glorious sunny day."

"Please, let's be practical here.", said Charles as Applejack bucked a tree to shake down a couple more loose branches. "According to the weather management, there was supposed to be a sprinkle last week. But they skipped it by accident, so to compensate they decided on making this downpour." Just then, as if on cue, the rain began to fall.

"Oh, no!", Rarity began to complain. "My wonderfully styled mane shall be ruined!"

"You shoulda hurried up and finished the job already.", Applejack said as the prissy unicorn cried out and tried to duck every raindrop that came her way.

"It's coming down too fast! …Help me!"

Applejack looked to each side for shelter, locating only a picnic table. "Uh, there! Hunker down to your heart's content whilst I finish things.

Rarity galloped across the square, but suddenly skid to a stop by the table, which had a sizable puddle underneath. "Ooh! No, no, no!"

"What now?", Applejack asked as she and Charles joined her.

"I'd prefer not to get my hooves muddy."

"Suit yourself.", said Charles as he got under the table. "You can always clean up later." While he didn't mind getting wet, he wasn't about to let himself catch a cold. However, a barrier spell just to keep out the rain would be too much of a waste for him, and he had forgotten about umbrellas until seeing a particular pegasus pony with three of them as her cutie mark. She had a light yellow coat, orchidish gray hair, orange eyes, and her name was Parasol.

Applejack grunted disgustedly. "There is just no pleasin' you, is there? Everything's gotta be just so."

"Well, and how does muddying my hooves serve any useful purpose?", Rarity countered.

"Y'all wouldn't know useful if it came up and bit you."

Rarity gave a laugh. "That doesn't even make any sense."

"Does so."

"Does not."

"Does so!"

"Does not."

"Does so!"

"Does not."

"Does so, infinity! Hah!"

"Does not, infinity plus one."

Charles almost smacked himself in the face with his hoof before remembering it was muddied. He looked at the two ponies as they began to glare daggers at each other for a long, tense moment.

Rarity was the first to break the silence. "What say we go our separate ways before one of us says something she will regret?"

"I reckon y'all are gonna say something you'll regret first!"

"On the contrary, I believe it shall most certainly be you who says something you will regret first."

"I'm not sayin' anythin'!"

"Nor am I!"

"Y'all just be on your way, then!"

"After you!"

They slowly backed away from each other in opposite directions, neither taking their eyes off the other the whole time. There came a sudden crack of lightning, and they were back where they started with a cry of fear, hugging each other tightly and shaking, but still not sheltering underneath the picnic table.

"Perhaps we should stick together for now and find some shelter.", suggested Rarity.

"Uh-huh.", agreed Applejack as the storm continued to intensify. "Perhaps we should. And fast!"

Immediately, Applejack took shelter underneath the table, although she was a bit too close to Charles, and he did not find it comforting.

"Nice and dry under here…", the farmpony said. "…sorta.", she then added as she eyed her muddy hooves.

"Ugh!", protested Rarity as she decided to continue struggling against the wind. "Unacceptable!"

"There's not enough space for the three of us anyway, Applejack.", Charles said. "Although I should probably–"

He was cut off when he heard Twilight Sparkle calling out their names. "CHARLES! APPLEJACK! RARITY!" All of them turned to the direction of the voice. "CHARLES! APPLEJACK! RARITY!"

As it turns out, the library, with Twilight standing at the open door and all the lights on, was just close by.

"Twilight?", the mares cried out.

"Now why didn't I see this earlier?", the stallion asked himself.

"Come inside, quick!", his charge called out to them.

The three sodden ponies sprinted across the open stretch of land. Rarity and Charles followed Twilight inside, but Applejack stopped at the doorstep.

"Whoa, nelly.", she said. "Is inside a tree really the best place to be in a lightnin' storm?"

"It is if you have a magical lightning rod protecting your home, like I do.", the bookish pony replied. "Come on in!"

Rarity gave a happy sigh. "We are most grateful for your invitation." She then looked worriedly over her shoulder as Applejack stepped in, muddy hooves and all.

"Thank you kindly for your hospitality.", she said before being stopped by Rarity, who then pointed down to the four spattered appendages.

"Uh, do be a polite house guest and go wash up, please, won't you?"

Applejack snarled to herself. "If I gotta spend one more second with that fussbudget Rarity today, I can't be held responsible for what I'm gonna do!"

"Just do it, please.", said Charles. "Even a non-prissy pony would complain like her if you walk in like that. Besides, it's improper to walk inside a house with dirty hooves. Even you should understand that, right?"

Applejack sighed as she conceded and stepped out. Meanwhile, Twilight was in quite a perky mood. "Some storm, huh?", she said. "The pegasus ponies sure have outdone themselves this time. I hope you and Applejack don't have any trouble getting home."

"It may indeed be a problem.", Rarity answered.

"Well, you're welcome to stay if need be. Spike is away in Canterlot on royal business. I'm home all alone tonight. Well, alone with Charles, that is." Suddenly, she gave a happy gasp. "You and Applejack should totally sleep over!" Twilight clapped her hooves at this. "We'll have a slumber party! I've always wanted one of those."

The suggestion caught Rarity flat-hoofed for a second before she started trying to put together something resembling a coherent response. "Oh!...goodness, uh, I do believe I have another engagement scheduled for this evening that completely slipped my mind until just now." She gave a fake chuckle. "Oh, silly me, I can't possibly stay here all night." She then added under her breath, "With Applejack."

Taking a quick look over the bookshelves, Twilight levitated one of the uppermost volumes from its resting place and down to her before 'passing' it on to Rarity. The cover showed a couple of pillows.

"Slumber 101: All You've Ever Wanted to Know About Slumber Parties, But Were Afraid to Ask.", Rarity read the title.

"My own personal copy.", said a proud and happy Twilight. "It's a fantastic reference guide. You should see the table of contents. I've been waiting for a chance to use it, and today's the day! This is gonna be so great!

"Yes, uh…great." She managed the best polite laugh she can, then turned her gaze to a window, through which Applejack can be seen wrestling with a garden hose; she eventually gets the water going, only to have it spray her in the face and knock her hat off. "But about Charles…is it okay to have a…"

"I know what you're thinking; that the activities are probably too girly for me. Don't worry. I know how to handle myself in slumber parties, having been in a few myself. Besides, I'll have to admit I like these kinds of parties too." This proved to be a surprise for the two unicorns and their faces showed it.

A while later…

Applejack has cleaned up her hooves, retrieved her hat, and was entering the second-story room in the library. However, she was now tracking water across the floor instead of mud. A nearby mop was covered in a blue aura and it came to life and started to clean up after Applejack. Just as she looked ahead, she pulled in a sharp gasp, her eyes going wide and her tail briefly standing up of its own accord.

"What in tarnation?", she gasped as she saw Twilight and Rarity with a beauty treatment smeared on their faces, and the latter was slathering on some more. They and Charles were sitting close to one another on pillows, and Applejack stood facing them. "Now wait just a goldarn minute. You make me wash the mud off my hooves, but it's okay for y'all to have mud all over your faces?"

"This mud is nothing like the one you washed off, you know.", said Charles.

"Yeah, silly.", agreed Rarity. "this is called a mud mask. It's to refresh and rejuvenate your complexion."

"We're giving each other makeovers!", Twilight added giddily as she levitated the book past herself and towards Applejack. "We have to do it. It says so in the book."

The open tome reached Applejack and she read through it "Slumber 101: Everything You—" She cut herself off with a sudden grimace as Twilight was about to slather some mud mask on her bodyguard.

"On second thought, I'll just take the cucumbers.", he said. As two cucumber slices were 'put over' his eyes, Applejack recovered her composure.

"Oh, hey, heh. Would you look at the time? I gotta skedaddle on home quick, I'm powerful late for, uh, for somethin' …uh…good night!" She began to gallop off, but yelped and beat a hasty retreat when a fresh bolt of lightning cracked the sky. Her saucer-eyed fear then gave way to a shaky smile after a moment. "Or maybe I'll set here for a spell."

Twilight clapped in glee. "Hooray, slumber party!"

The earth pony's unease as interrupted when a hoof-load of mud mask was thrown onto her face and Rarity rubbed it in. "Blecch!" She then got a cucumber slice slapped onto each eye. "What in the world is this for?"

Rarity gave a weary sigh. "To reduce the puffiness around one's eyes, of course."

"Yeah.", agreed Charles. "That's partly why I like these in the first place. My eyes have been so stressed today I could really use them."

"Puffiness, schmuffiness!", Applejack scoffed as she pulled them into her mouth with her tongue and gulped them down. "That's good eatin'!"

Rarity just aimed a vexed stare her way as Charles resisted the urge to give a yawn.

Meanwhile, Twilight continued to read from the guide, now having propped it to a stand as she giggled. "Isn't this exciting? We'll do everything by the book, and that will make my slumber party officially fun!"

"Did you hear that, Applejack?", Rarity said to the farmpony as the latter tried to scrape her face clean. "You certainly would not want to do anything that would ruin Twilight's very first slumber party, would you?"

"Of course not. And you wouldn't either, I reckon."

"So do we have an agreement?"

"You betcha." Applejack then spit on one front hoof and offered it to shake. As expected, Rarity was horrified at this.

"Oh, gross! You know, there's messy, and there's just plain rude."

"You know, there's fussy, and there's just plain gettin' on my nerves!"

"Fortunately, I can get along with anypony, no matter how difficult she may be."

"Oh, yeah? Well, I'm the get-alongin'est pony you're ever gonna meet!"

"That's not even a word."

Suddenly, Twilight popped up between them and hugged them both. "This is gonna be the bestest slumber party ever! Yay!"

Her two friends gave a wooden, "Yay." in response as they gave each other dirty looks from the corners of their eyes.

Meanwhile, Charles gave a dejected sigh. "This'll be a slumber party to remember for sure."

Evening…

Outside, the storm hasn't let up one bit. Inside, everypony was now in the kitchen, had their faces cleaned up, and the mares now had their manes and tails up in curlers. The lone stallion in the party was excluded as not only did he not prefer to participate, though his hair was long, it's not something a boy like him can enjoy anyways.

"Sooo…how are you getting along over there, Applejack?", Rarity asked.

"Just fine, Rarity.", the farmpony replied wearily.

"This is so awesome!", Twilight said with a giggle as she levitated the book and a quill over to herself. "Makeovers, check." In a flash, all the curlers disappeared in a flash, leaving the two guests to trade a thin smile. "Ooh! It says here we have to tell ghost stories! Who wants to go first?"

"Me!" Applejack then spoke in a hushed tone. "I'd like to tell y'all the terrifyin' tale of the Prissy Ghost, who drove everypony crazy with her unnecessary neatness!" She aimed a few of these words at Rarity, then waved her front hooves about while making ghostly moaning sounds for effect. "I'm sure y'all are familiar with that one?"

"I can't say I'm impressed in the slightest.", Charles yawned.

"Never heard of it.", said Rarity. "But I have a much better one." She then spoke in an ominous manner. "It's the horrifying story of the Messy Inconsiderate Ghost, who irritated everypony within a hundred miles!" It was obvious that this was aimed at Applejack as she added her own sound effects.

"That's not a real story.", the farmpony replied. "You made it up!"

"It is a ghost story. They're all made up!"

"And both your stories aren't even remotely scary.", Charles said. Just then, a lightning strike took out all the lights, leaving everything black and eliciting gasps of fright, one of them as high as a filly's. A moment later, a firefly lantern was produced, illuminating everypony as they hunched around it.

"I've got one.", said Twilight. "This story is called…The Legend of the Headless Horse." More lightning tore through the night at the end of this. "It was a dark and stormy night, just like this one. And four ponies were having a slumber party…just like this one."

a Few minutes Later…

Twilight's ghost story was drawing to a close. Rarity was visibly unnerved, evidently Twilight's story has gone to work on her. Applejack was doing no better. Charles however seemed to be able to maintain a calm face, although he was shaking on the inside.

"And just when the last pony thought she was safe…", Twilight said. "…there, standing right behind her, just inches away, was… THE HEADLESS HORSE!"

There came a lightning strike, and she–in all of a sudden–reared up before her guests and bodyguard with a blanket covering her head. Applejack and Rarity screamed in terror and clutch at a visibly paralyzed Charles as he resisted the urge to scream like a filly. Everypony fell quiet as Twilight then peeked out with a 'gotcha' smile. As Charles 'turned on' the library lights, his charge tossed the cover away and galloped over to a stand where her slumber party guide sat open along with her quill.

"Ghost story, check." Now that the danger was past, Rarity and Applejack draw apart from Charles with suspicious glances at each other. Twilight then popped up between them and behind her bodyguard, still completely unaware of any enmity. "Now, who wants s'mores?"

Everyone was at the kitchen. Applejack was at the fireplace, toasting four marshmallows at once. While holding the sticks holding them with her hooves.

"Then you place one marshmallow on the top of the chocolate—", Rarity was explaining to him and his charge. Plates of graham crackers and chocolate squares were laid out. Rarity hds a nearly-completed s'more on a saucer before her, missing only its top cracker and she was levitating both that piece and all the parts for a second. "—and be sure it's centered, that's critical, and then carefully put another perfectly square graham cracker on the top." With that, she floated the second cracker down and squished it gently into place. "And…done! Ta-da!"

"Ooooh!", said Twilight as the fashionista gave a soft laugh.

"Looks great.", commented Charles.

Applejack, however, was less than enthused at Rarity's meticulous explanation. "Nah, you just eat 'em!" And she does so, scarfing the whole thing in one cheek-bulging mouthful and chewing noisily with her mouth open. Rarity reacted to this display of bad table manners and the loud burp that followed it with a disgusted groan. Charles shared the same feelings.

"You could at least say, 'Excuse me'.", said the fashionista.

"I was just about to, but you interrupted me.", Applejack countered. "Pardon." The fastidious unicorn wasn't exactly thrilled by this.

"Are everypony in your farm this uncouth while eating?", Charles asked. "Because even middle-class citizens won't tolerate your manners, not just the high-class aspiring Rarity here." He quickly received hard stares from both of them.

Meanwhile, Twilight was marking off in her book. "S'mores, check. Now the next item of fun we have to do is…truth or dare!"

"I dare Applejack to do something carefully and neatly for a change.", Rarity said.

"Oh, yeah? Well, I dare Rarity to lighten up and stop obsessin' over every last little detail, for a change.", Applejack countered.

"I think the truth of the matter is that somepony could stand to pay a little more attention to detail." Twilight watched with mild shock at this while her bodyguard almost looked like he was about to smack himself in the face.

"And I think the truth is, somepony oughta quit with her fussin' so the rest of us can get things done!"

The slightly bewildered slumber party host then turned back to her guide and flips pages quickly with her magic.

"Um, I don't think this is how the game's supposed to work.", she said.

"You two are basically sniping at each other rather than playing the game.", her bodyguard added.

"You have to give an honest answer to any question, or do whatever anypony dares you to do."

Applejack then told Rarity, "I dares you to step outside and let your precious tidy mane get ruined again." The owner of said mane shuddered in fright.

"You have to.", said Twilight. "It's the rule."

"Ha!"

"Fine!", Rarity conceded as she skulked out, Applejack grinning wickedly after her.

As there were sounds of the door opening, rain pouring down, and Rarity yelping in barely contained panic, while Applejack put a hoof to her mouth to stifle a guffaw, Charles turned to his charge and said, "Isn't there supposed to be a part where someone asks 'Truth or Dare?', then the asked chooses?"

"Whoopsie. Can't believe I skipped that part."

Just then, they heard the door close again, and there stood a very soggy Rarity, her mane and tail having lost all semblance of their usual elegant curl. Applejack had a laugh as Rarity squished back into the room, but clammed up and started backing away before the latter's steady advance. "Okay. I dare Applejack to play dress-up, in a frou-frou, glittery, lacy outfit!"

Now Applejack was the one to react badly, sucking in a sharp gasp. She threw Rarity a dirty look and walked off. A quick rustle of clothing later, she returned to the kitchen. Her light blue outfit was that of a typical fairy-tale princess, complete with earrings and necklace, pink ribbons on her hooves, a tall pointed hat, and a full-length gown with a pink saddle trimmed in yellow and white. Her mane had been curled and flowers were put into it. Needless to say, she wasn't the slightest bit pleased at having to do this. "Happy?"

"Very." Rarity gave a chuckle.

"Um…do I ever get a turn?", Twilight asked, but was cut off by Applejack.

"I dare you to enter the next rodeo when it comes to town!"

"I dare you not to enter the next rodeo that comes to town!"

"I dare you to not comb your mane a hundred times before bed!"

"And I dare you to comb yours just once!"

"Wait a second…", Charles turned to his charge as the two continued to bicker. "Truth or Dare?"

"Wha…uhh…Truth."

"Tell me. Is that dress Applejack's wearing right now yours?"

"Umm…" Twilight blushed at this, then gave a sigh. "Yes. It's for me to wear in social events back in Canterlot."

"Sounds plausible, being Princess Celestia's star pupil and all."

"Okay. My turn. Truth or Dare?"

Charles put a hoof to his chin. "I'll have to go for…Dare."

"Great! I dare you to put on my dress Applejack's wearing."

"…Done." Twilight seemed surprised at his easy acceptance as he then turned to Applejack. "Applejack, I need you to come with me."

And the two were gone for a while. A few seconds later, Applejack was back with her usual stetson and hairstyle, looking really flustered, and Charles followed wearing the frilly dress, surprisingly keeping a straight face.

Rarity looked shocked at this. "Oh my stars, Charles! Are you…you…a cross–"

"I'm not gonna warrant an answer.", he said. "But My teacher Aramis also likes to cross-dress. That's all you need to know."(1)

Twilight gave a nervous smile as she levitated the book. "I think we can check off 'truth or dare' and move on. Let's see what our next fun-fun-fun thing is, shall we?" She eyed the pages for a long moment in a puzzled manner as Charles took off the dress-up outfit. "Hmmm, what does this mean? 'Pillow fight'?"

Rarity, by now properly dried and styled, said, "Oh, please. I am not at all interested in participating in something so crude." She promptly caught a flying pillow with her face and spat out a few loose feathers, changing her attitude in a heartbeat. "Ooh! It is on!"

One quick nip and head snap sends the pillow flying across the room and into Applejack's face. Shaking the feathers away, the latter bucked three from a pile in front of her that Twilight 'summoned'. It was a triple bulls-eye; now the fashionista kicked the pillows back across the room, missing with each one. The farmpony countered by cinching several of them in a lasso and twirling them overhead. She then whipped them loose—a salvo of three—but Rarity used her magic to bring them to a hovering rest on either side of her. Another spell then hurled them back across the room.

As pillows went flying in both directions, Twilight stood up with a look of sudden understanding. "Ohhh, I get it! Pillow…fight! Fun!"

After the two pillows slam into the side of her head, Charles had her to duck.

"We better get out of the crossfire.", he said as he 'caught' a few of the pillows that shot across them and started 'constructing' fortifications. He then addressed his friends as Twilight stood confused. "Girls, please take this down a notch."

"I will if she will!", Applejack said as she threw and dodged pillows.

"She started it!", said Rarity, doing likewise.

"If that's how you want it, fine!", Charles said as he completed the 'fort' and 'caught' several of the pillows that sailed across the room. "Twilight, take cover!" His charge did so as he joined in the battle. He was so fierce in his pillow-throwing that Applejack and Rarity ended up teaming up against him, although it couldn't be helped as he was in between them and thus in their way. Eventually, he decided enough was enough, started defending from Rarity, then started on knocking out Applejack. After 'throwing' one as fast as Rainbow Dash could fly right into the farmpony's face, leaving her dazed, he then barraged Rarity in the same manner, using more pillows as she has telekinesis and could stop a few. Once both of them were down for the count, Charles relaxed.

Twilight then got up and spat out some feathers that came from the pillows. "Maybe we should just call it a night and get some sleep?"

Much later…

Everypony was in bed. After some…uncomfortable implications…Charles relinquished his bed to Applejack and Rarity while he slept beside his charge. Miraculously, he managed not to feel aroused in spite of sleeping next to…well, a girl that wasn't a blood relative. Usually, he'd be out like a light and would not wake up until late morning, but for some reason sleep kept eluding him as he heard voices on his bed.

"Keep your muddy hooves on your side of the bed!", Rarity whispered to Applejack.

"My hooves ain't muddy!"

"They were. There might still be a little on them."

"There ain't! See?"

"Ewww!" Rarity gripped the blanket with her teeth and yanked all of it to her side.

"Now who's bein' inconsiderate? " Applejack yanked the blanket off Rarity, who glared over her shoulder and then got out of bed.

"I have to make the bed again so the blanket will be right!" She then butted Applejack off. "Get up!"

"Hey!"

Rarity 'tucked' the blanket's corners neatly over the mattress and smoothed out all the folds, leaving a perfectly made bed that didn't placate Applejack in the slightest. The latter angled her head down to get her teeth on the edge, but Rarity waved her back. "Ah-ah-ah! You'll ruin it. You have to do it like this." From a haunch-sitting position on her pillow, she eased her hindquarters under the blanket without turning it down, and eventually wound up lying on her back. "Ahhh…"

"Yeah, that's not gonna happen." Applejack then jumped up, with full intent on pouncing on the bed. "GERONIMO!" She landed on the bed with enough force to throw both Rarity and her pillow out as the suddenly vacant half of the blanket settled over the farmpony.

"Hey!" She the got up from her being thrown off. "You did that on purpose."

"Um…yeah."

"Get up so I can fix it again!"

"Can't hear you. I'm asleep." Applejack then gave a few loud fake snores as Rarity fumed quietly for a moment, after which the irate unicorn whipped the blanket off the bed with her teeth. "I ain't budgin'."

"You will if you want any blanket!", Rarity said through her teeth. The blanket was swiftly yanked away by Applejack, leading to a tug-of war.

"Give it back!"

"I will not!"

"Yes, you will!"

"Won't!"

"Will!"

"Won't!"

"Will!"

"Won't!"

"Will!

"ENOUGH!" They were cut off by Twilight, who had gotten up due to all the racket. Charles was up too, unable to get any sleep.

"Damn you, girls!", said the only male in the room. "You managed to wake me up from my sleep! And let me tell you that once I'm asleep, I'm difficult to wake!" He then added with sarcasm. "Congratulations!"

The two 'combatants' slackened their pull on the blanket as the book, open, was levitated up for them to read.

"It says right here that the number-one thing you're supposed to do at a slumber party is have fun.", Twilight said as she then 'slammed' the book shut and 'dropped' it. "And thanks to you two, I can't check that off!"

Applejack dropped her end. "I've been tryin' my darnedest to get along!"

Rarity dropped hers. "No, it is I who have been trying my best."

"No, it was me."

"No, it was I."

"Me!"

"I!"

As the now tried to bulldoze each other away, Charles cut them off as his charge brought them up short. "No! Neither of you were doing your best! You were busy sniping at each other and either Twilight was very oblivious, or was being patient."

"I hope you're happy…", she said. "…both of you! You've ruined my very first slumber party! The makeover, the s'mores, truth or dare, the pillow fight—I mean, is there anything else that could possibly go wrong?!"

"Dammit, you shouldn't say that!", Charles then scolded. There came a lightning strike from outside. Twilight's friends turned to see that a nearby tree has been hit, weakening the trunk so that its upper section began to lean precariously toward the house next door. Twilight huddled down under her blanket, leaving only her forelegs, eyes, and bangs visible.

"Sorry I asked."

"See?!"

The lights have been turned on as everypony gathered near the window. They all gasped in unison, seeing the tree's upper section start to topple over.

"You see?", Applejack scolded a chastened Rarity. "That's why we needed to take down all those loose branches in town, not spiffy 'em up!"

"But I—"

"Out of my way, missy!" Applejack dashed to the window. "Time's a-wastin'!" She pushed it open with one hoof and her lasso began to spin.

"Wait! Stop! Don't!"

"No waitin', no stoppin', doin'!" And with that, she let the rope fly and caught the loose section at its top. She then let go of the rope from her teeth to say, "And that, my friends, is what we call 'gettin' 'er done.'"

As she then bit down on her end, Charles warned. "Hold it! Don't pull that way!" But it was already done. The unicorns cried out in panic as the entire leafy expanse of the snapped-off piece tumbled squarely through the window. The foliage was expansive enough to nearly fill the loft, and Applejack wound up hanging over the balcony by the rope still in her teeth.

As Rarity was crying out from the wind-blown mess at the bookshelves, which have been reduced to a scramble of open volumes, torn-out pages, and broken junk. She was holding an open book over her head to shelter herself in spite of the fact that no wind was blowing inside anymore.

"I tried to tell you it would come crashing down in here!", the fashionista warned as Applejack climbed up the steps.

"Well, you shoulda tried harder!" Applejack's eyes then popped upon seeing that Rarity was trying to gather up the bits of furniture. At the other end of the fallen timber, Twilight poked her head up dizzily and shook it clear. "I'm mighty sorry, Twilight. "

"It's…well…it's not okay! There's a giant tree branch in the middle of my bedroom!" Twilight then 'pulled out' the book. "And the book doesn't say anything about having a giant tree branch at your slumber party!" She then 'flipped' the pages. "Or at least I haven't found that answer yet!"

"It's not.", Charles said. "I looked it up in my spare time! It's an intrusion, and intruders must be kicked out."

"Really? Let me look it up."

The sole stallion groaned at his charge's skewed priorities. That tree must've hit her hard. He then turned to Rarity, who was putting books back on the shelves, and saw that her priorities were also skewed.

"What in tarnation are y'all doin' over there?", Applejack asked her, seeing it too.

"Cleaning up this mess somepony made! Who was that again? Oh, right, that's you!"

Applejack grimaced for a moment, pulled her head into the leaves, and put it up behind Twilight. "We gotta do somethin'!"

Twilight was still reading, "Baking, BFF's, brothers…there's nothing in here about branches!"

"I told you it's an intrusion!", Charles yelled back. "Look up 'I'."

Applejack used her rope to pull on one section, then bucked at it and stomped before diving back in. A moment later, she looked out across the room. "Rarity, for pony's sake! Stop sweatin' the small stuff and help me get rid of this thing!" Rarity ignored her as she continued shelving. "I said, hustle over here and help me!"

"Come on, Rarity. We can fix up the books later."

Again, there was no response. At this moment, Applejack strained against the trunk's weight and/or her own attitude. When she spoke next, her voice has lost some of its angry edge. ""Look. I'm sorry, all right?"

"What was that?", Rarity asked.

"I said, I'm sorry! I shoulda listened to you when you noticed where this here branch would end up. Your annoyin' attention to detail woulda saved us from this whole mess. But right now, you need to stop bein' so dang fussy pickin' up all those little things and help me move the one big thing in here that actually matters!" There was no immediate response. "Please!"

The last word got Rarity's attention, but she eyed her hooves with a couple of worried little grunts.

"But I'll get all icky!"

"Consarn it—! What the…you…I mean, yes. Ickiness is often a side effect of hard work. But y'all need to get over it, on account of I just can't fix this mess I made myself. I need your help." She then turned to Charles. "I could use your help too."

Taking a long moment to think, Rarity tossed her head to get the book off it and moaned uncertainly—before a determined smile came over her face. "Let's do this!" As the two of them then went to Charles and the three discussed strategy, Twilight continued consulting her slumber party guide.

"Well, they do have a section about backyard slumber parties.", she asked herself. "Is that what we're doing right now? Does this count as camping?"

"Darn it, Twilight!", Charles yelled, interrupting the plan-making. "Just—oh, forget it!"

A few seconds later, they put their plan into action. Rarity was now back at the bookshelves and she concentrates deeply, and unleashing a scintillating burst from her horn. In two swift flashes, the leafy limbs became topiaries similar to the ones she made prior to the storm, but with a wider assortment of shapes. They floated before her and settled gently into the suddenly cleared floor space.

At the window, one stub of trunk still hung on the sill. Applejack—having finally put her hat back on—was set to buck it out, but a stern look from Rarity changed her mind. Both ponies are now filthy with twigs and tree sap. Instead of using leg-power, Applejack caught a small side branch in her teeth gently heaved the wood over the side. Rarity smiled approvingly as Charles then pulled the window shut, then got a full look at the splatters that have ruined her own impeccable grooming. "Oh…I look awful."

Applejack thought hard for a moment before getting a brainstorm. She then took up some cucumber slices and put them on Rarity's eyes. "Better?"

Rarity smiled and laughed softly. "Thanks." She reached forward blindly with a hoof, trying to touch Applejack's cheek. The latter leaned forward to put herself in the right place, and the two share a standing hug—nuzzling each other's cheek while draping a foreleg around the neck.

Charles smiled at this. While he could've done all this by himself, he had a feeling that this was needed to bring the two different friends together. He then turned to Twilight, who was still reading, then she finally took note of the topiaries.

"Ooh, pretty! Where did these come from?" Twilight then checked the pages. "They're not in the book either."

Charles smacked himself in the face, forgetting it was muddied, then regretted it. "Why do I seem to be the only sane pony among my friends?"

Hours later…

After Applejack and Rarity finished asking Twilight about Charles they all began to play the next game in the book's list: Twenty Questions. They were sitting on the floor and laughing and the unicorn mares had their curlers in.

"Is it bigger than a barn?", asked Applejack.

"Nope.", said Twilight and Charles.

"Is it smaller than a saddle?"

Twilight giggled again. "No. Only three of your twenty questions left."

Applejack sighed. "We're never gonna guess what you're thinkin' of! It could be anything!"

"Are we getting warmer?", asked Rarity.

"Why? Is it too cold in here for you?", asked Twilight. "I can turn up the heat."

"What a horrible pun.", grumbled her bodyguard.

"She means, are we gettin' any closer with our guesses?", Applejack clarified.

"Oh!...No. And that technically counted as a question, so only two more left.", said Twilight.

Both guessers began to think very hard. "

"Is it…", Applejack said, then in rapid fire, "…a six-legged pony with a purple polka-dotted mane and shootin' stars comin' out of his eyes…"

"…who flies through the air all over the world to hide magic sparkly eggs?", finished Rarity in the same manner.

"That's it!", said Twilight.

"It is?", both guessers asked.

"No.", Charles simply stated. "Way too specific and way too ridiculous." He and Twilight then pointed to the telescope at the bedroom window. "It's that.", said Twilight "Really, girls. Those were worse guesses than in the last time I played Twenty Questions", Charles said.

"But it was just so nice to see you two finally getting along, I wanted you to be able to win together.", Twilight said, and the two guessers laughed, proving her point. "See? We could've been having fun like this all along."

"If only somepony hadn't been so persnickety.", said Applejack.

"Well, maybe she wouldn't have been if somepony else hadn't been so sloppy.", said Rarity.

They traded sidelong, riled-up glances for a moment, then smiled again. "Sorry for bein' such a pain in the patootie."

"Oh, no, I'm sure I was much worse."

"That's kind of you to say, but I'm the one who's sorry."

"Oh, I'm much more sorry than you are."

"Are not."

"Are too."

"Are not."

"Are too."

"Are not."

"Are too."

Both of them began to laugh, and Twilight popped up between them, the curlers gone from her mane. "I declare my first slumber party a success!"

The three of them "high-fived" and gave out a "Yeah!" before laughing again.

Twilight then levitated her book. "Have fun, check!" There was another round of laughter as it was closed.

Early morning…

At the main room, the table was set aside as stacks of books and pillows–as well as the topiaries–filled the floor.

"Now take two steps to your left." Rarity–curlers off her head–instructed Applejack as she walked into the 'obstacle course', her motions hampered by the cucumber slices on her eyes. "Uh, no, my left."

Applejack tried to correct herself in her walk. "Well, which is it?" She then stumbled into the books, toppling them over. "Whoa!" When she stood up from the collapse, she had lost the slices but gained a pillow on her head. She gave a smile as Rarity walked to her. "That mess is your fault, not mine." Both of them began to laugh.

"Sorry."

Meanwhile, Twilight was composing a report at a worktable, her bodyguard standing right next to her.

"Dear Princess Celestia,", she began. "It's hard to believe that two ponies who seem to have so little in common could ever get along. But I found out that if you embrace each other's differences, you just might be surprised to discover a way to be friends after all." She then floated the quill away from the scroll and addressed herself across the room. "So, who's up for another slumber party tomorrow night?" She was answered with a pair of pillows being flung into her grinning face. "How about a week from Thursday?" A few more pillows were thrown. "Oh! How about two weeks from Saturday?" There was laughter from her guests. "A month from now?"

Notes:

(1) I made up that Aramis likes to cross-dress but Charles d'Artagnan did read page, and search d'Aragnan.

Disclaimer: I own only the following: Charles.

Chapter 9: Bridle Gossip

One clear, sunny day...

"Wow, what a gorgeous day!", Twilight Sparkle said as she, Spike (who was on her back), and Charles were walking down a tree-lined road as they made their way to the town square in Ponyville.

"Rainbow Dash must've gotten up early for once and cleared all the clouds away.", Spike guessed.

"I bet all of Ponyville is gonna be out enjoying the sunshine."

"Probably not.", disagreed Charles as he noticed something was wrong; not a single other pony was in sight. The others began to look around as well.

"What? Where is everypony?"

As they looked around, they could see a tumbleweed drift by—even though such plants shouldn't be around in Ponyville. One pony slammed the upstairs shutters closed, while another—an earth pony—yanked her daughter—a unicorn—in off the front step and closed the door. "Is it some sort of pony holiday?"

"Not that I know of."

"Does my breath stink?", Spike asked, then blew out fire and sniffed it.

"Not more than usual."

"Is it…" Spike was frightened now. "…zombies?"

"Uh, not very likely. "

"Not likely…but possible?"

"No.", said Charles. "There'd be news if it was, and the town was bustling yesterday. Hold up."

The two unicorns stopped abruptly and looked ahead at Sugarcube Corner, the top half of its front door open and the lights out. Suddenly, Pinkie Pie stuck her head into view.

"Twilight!" She ducked away again and reappeared. "Spike!" She then repeated the process. "Charles!" She then ducked down again, beckoning with her hoof. "Come here!" The three outside just stood puzzled. "Come here!" She then poked out her head. "Hurry! Before she gets you!" This time, when she pulled her head back, Twilight quickly followed her inside. Charles just sighed and was about to casually walk in when Pinkie somehow stretched her body to grab him and pull him in. He let out a yelp as the door's top half closed behind him.

It was dark inside Sugarcube Corner, but it was quickly banished by a firefly lantern—which was covered up in such a way it operated like a flashlight—illuminating the three new arrivals. Twilight and her bodyguard shielded their eyes from the glare, which passed away from them as Spike spoke up. "Who? The zombie pony?"

Pinkie was holding the lantern and she trained the light on herself as she shuddered mightily. "Zombie pony?"

Spike hunkered down and grabbed hold of Twilight even more tightly than he was doing right now, prompting an irritated glare from her. "Spike, there are no zombie ponies." Spike then got off of her. "Pinkie, what are you doing here alone in the dark?"

"I'm not alone in the dark." The lights came up to reveal the rest of their friends as well as Apple Bloom, whom Twilight, Spike, and Charles have met back on their very first visit to Sweet Apple Acres on the day before the Summer Sun Celebration.

Charles grumbled as he corrected his charge. "Okay, then, what are you all doing here in the dark?"

"We're hidin' from her!", Applejack answered, pointing out of a window. She nudged the curtain open so all can get a closer look, with the exception of Fluttershy. In the middle of the deserted street, a four-legged figure in a hooded cloak pawed at the dirt. The figure seemed to be a zebra, who had one foreleg encircled by several gold hoops. The cloak was brown and covered the rest of the body. As the others stared with fear, Twilight just looked intently while Charles gave a casual gaze.

Suddenly, the figure turned its head towards them exposing its nose and a pair of glowing yellow eyes under the hood. Inside Sugarcube Corner, five ponies and one dragon recoiled away from the mirror with a cry of fear, but Twilight just threw a quizzical look over her shoulder at them while her bodyguard just continued looking, then turned to face the others as Bloom—as Charles came to call the filly—used Spike's head as a hoof-rest to help get her toward eye level with Charles' charge.

"Did you see her, Twilight?", the filly asked. "Did you see…Zecora?"

Applejack leaned down to her. "Apple Bloom! I told you never to say that name!"

"Well, I saw her glance this way—", Twilight said.

"Glance evilly this way!", Pinkie corrected.

"—and then a bunch of you flip out for no good reason."

"No good reason?", Applejack cried out as she pulled the yellow filly—who was her younger sister, it turns out—closer. "You call protectin' your kin no good reason?" She then let her go, patting her head. "Why, as soon as my sister saw Zecora ridin' into town, she started shakin' in her little horseshoes!" Applejack shook Bloom on the word "shakin'" to make the point.

"Di-i-id no-o-ot!" Bloom retorted, her voice vibrating. Applejack stopped shaking her and picked her up.

"So I swept her up and brought her here…"

"I walked here myself!"

"…for safekeepin'."

Bloom jumped down. "Applejack, I'm not a baby! I can take care of myself!"

"Not from that creepy Zecora."

"She's mysterious.", Fluttershy said.

"Sinister.", Rainbow Dash added.

"And spooooky!", Pinkie concluded, eyes going wide.

Twilight and Charles, clearly unconvinced, took another look out the window—and promptly found themselves at the bottom of a six-pony-and-one-dragon crush doing likewise. The brown-cloaked figure of Zecora put down her hood, exposing a black/white striped Mohawk-like mane and gold hoops in the ears. These markings and the ones on her coat confirmed Charles' suspicions; Zecora was definitely a zebra. Her face was turned away from the window as everypony save for the sole stallion and his charge gasped.

"Will you cut that out?", Twilight asked.

"Just look at those stripes.", Rarity pointed out. "So garish."

"She's a zebra."

"A what?!", everypony else save for Twilight's bodyguard gasped.

"A zebra. And her stripes aren't a fashion choice, Rarity."

Charles continued, "They're what she was born with." Rarity cried out and fainted as he turned tot he rest. "As for the digging in the ground, from what I know about zebras, she was digging for water, not making a threat display, which I assume you all had in mind."

"Where was she born?", asked Applejack. "I never seen a pony like that in these parts…'cept her!"

"Well, she's isn't from around here, and she's not a pony." He and Twilight turned to the window, where they saw Zecora pawing at the ground once more.

"My books say that zebras come from a faraway land.", his charge said as Spike slipped into the kitchen. "But I've never seen her in Ponyville. Where does she live?"

"That's just it. She lives in…the Everfree Forest!", Applejack answered.

A thunderclap shook the room, scaring the daylights out of her, Pinkie Pie, and Fluttershy. Bloom was thrown a bit off balance, but did not freak out. Charles merely jumped in surprise, but nothing more.

Twilight turned angrily to a set of double doors that seemingly led to the kitchen. "Spike!", she called out.

As it turns out, the noise was caused by a couple of pans the baby dragon dropped while getting a snack for himself. "Uh, sorry.", he said.

"The Everfree Forest just ain't natural. The plants grow…"

"Animals care for themselves…", Fluttershy added.

"And the clouds move…", Rainbow continued.

"…all on their own!", all three finished simultaneously.

Rarity cried out and fainted again. Charles and Twilight stood unimpressed.

"And that wicked enchantress Zecora lives there doing her evil…stuff!", Pinkie added. "She's so evil, I even wrote a song about her!"

Rainbow groaned wearily, "Here we go."

Now Playing: Evil Enchantress song

Charles turned to the window to look at Zecora as Pinkie sang her song. All the while, he reminisced, as usual in these times, on the time between his arrival and the orders that bound him to Twilight Sparkle.

She's an evil enchantress, she does evil dances

And if you look deep in her eyes, she'll put you in trances

Then what will she do? She'll mix up an evil brew

And she'll gobble you up in a big tasty stew

So…watch out!

End Song

Charles then looked back at Pinkie, who was struck the best two-legged menacing pose she could make and heaved for breath while atop a table.

"Wow. Catchy.", Twilight broke the ensuing silence.

Pinkie got down and smiled. "It's a work in progress."

"This is all just a lot of gossip and rumors.", Twilight said as she crossed the room. "Now tell me, what exactly have you actually seen Zecora do?"

"Well…once a month, she comes into Ponyville.", Rainbow put in.

"Ooooh!", Charles and Twilight said sarcastically.

"Then…she lurks by the stores.", Rarity added.

"Oh, my!" Same sarcasm.

"And then, she digs at the ground.", Fluttershy finished.

"Good gracious!" Bloom eyed the apparently only two sane unicorns with slight unease. "Okay, that was the most pathetic 'evil' actions I've ever heard. Of all time."

"I'm sorry, but how is any of this bad?", Twilight asked. "Maybe she comes to town to visit."

"Yeah!", Bloom agreed. "Maybe she's just tryin' to be neighborly."

"And maybe she's not lurking by the stores, maybe she's going to them, lurk-free, to do some shopping?"

"Yeah! Everypony likes to shop. You know what I think?"

Applejack cut her little sister off, "Apple Bloom! Hush and let the big ponies talk."

"I am a big pony." Bloom then clomped away, discomfited.

"From my experience, children are worth listening to, Applejack.", Charles said. "You shouldn't shoot them down just because they're younger."

"What about digging at the ground?", Rainbow asked Twilight as Bloom crossed to a corner. "You got to admit, that's weird."

"What if she's digging for innocent creatures?", Fluttershy asked as Pinkie started singing a cappella and cavorting around the place as Twilight and Applejack discussed.

"I am sure there's an explanation for everything Zecora does.", Twilight said. "And if anypony here were actually brave enough to approach her, she—or he—" She glanced at Charles at this. "would find out the truth. And I'm certain my bodyguard isn't a superstitious pony."

As she and her friends began to debate, Charles noticed Bloom tossing her head back defiantly and opening the door near her—leading outside.

"Well, I'm brave enough.", she said to herself. "I'm gonna find out myself." Cautious but determined, he saw her step out of the building.

With caution, he followed her until he was just at the door.

Out in the street, the following events from various stealthy vantage points; Zecora had put up her hood again. Bloom was ducking around miscellaneous hiding places, risking looks, and hurrying across the way, emerging closer to Zecora, who was finished with her digging. The stranger then took a quick look over her shoulder before walking off, revealing gold hoops around her neck as well as her foreleg. The watcher got another furtive look at the departing out-of-towner from the alley and some bushes, working their way closer.

Back at Sugarcube Corner, the argument was getting...ridiculous.

"You ponies are being ridiculous!", Twilight said. (See?)

"Well, I heard that Zecora eats hay.", Pinkie replied.

"Excuse me?", retorted Charles as he has rejoined his friends. "We all eat hay, Pinkie Pie."

"Yeah, but I heard it's the evil way she eats hay."

"Now that's just preposterous! Now let me go out there and find out more about her. I know how to deal with zebras, being part of the royal Guard."

"Hey!", Applejack suddenly asked. "Where's Apple Bloom?"

"The door's open!", Fluttershy said, pointing to the open door where Bloom left.

"She went outside!", cried out Rarity.

"And Zecora's still out there!", Rainbow added.

"That silly little filly!", said Applejack. "I told her to stay put!"

Before the four could begin to charge out, Charles called out to them. "Hold it!" They stopped in their tracks and turned to face him as he closed his eyes.

"What are we waiting for?", Rainbow asked him. "Zecora might've got her by now!"

The sole stallion opened his eyes. "No, she hasn't. Bloom's currently following her as we speak."

"How do you know that?", Rarity asked.

" I heard her. Now follow me, girls."

With that, he led the four out of Sugarcube Corner, hoping their suspicions of Zecora were wrong.

They made it to a path leading to the Everfree Forest, but not the one they used back when they first went off to find the Elements of Harmony. As they ran, they made it to a field of plants with vivid blue leaves. And across them they could see Zecora and—

"Apple Bloom?", Applejack called out. Both zebra and filly looked back to see them, the latter with a startled gasp. "You get back here right now!"

It was then that Zecora began to speak for the first time. It was in a throaty voice of foreign origin as she slowly backed up into a sudden spurt of mist behind her. "Beware! Beware, you pony folk! Those leaves of blue are not a joke!"

For some reason, Charles took these words into consideration and started trying to make sense of them as he put a hoof to his chin. As for the rest however, they didn't even bother to listen.

Applejack skid in to get her head underneath Bloom and flip her up onto her back. "You—you keep your creepy mumbo-jumbo to yourself, you hear?" There were yells of agreement from Pinkie, Rarity, and Rainbow.

"She'll gobble you up in a big tasty stew—", Pinkie sang.

"Oh, brother.", Twilight grumbled.

"Beware! Beware!", Zecora continued to warn as she disappeared into the mist.

Rainbow was now standing in a patch of the blue-leaved plants as she said, "Yeah, back at you, Zecora! You and your lame curse are the ones who better beware!"

Bloom glared at the pegasus as her sister then did likewise to her and said, "And you! Why couldn't you just listen to your big sister?"

"I…I…"

"Who knows what kinda nasty curse Zecora coulda just put on you?"

"Just like in my song!", Pinkie agreed as she started to sing again while jumping around among the strangely hued vegetation. "Evil enchantress, with the dances, and the trances—"

"You guys, there's no such thing as curses!", Twilight interjected.

Rainbow flew low through the plants. "Well, that's interesting to hear—" She then taped Twilight's horn. "—coming from Miss Magic-Pants herself."

"My magic, real magic, comes from within. It's a skill you're born with. Curses are artificial, fake magic. It's conjured with potions and incantations, all smoke and mirrors meant to scare. But curses have no real power. They're just an old pony tale."

However, the others were already walking out of the forest through a patch of plants that have seemingly grown to fill most of the open area. Applejack hung back, not noticing that Bloom had climbed down and was nowhere in sight.

"Just you wait, Twilight.", she warned as she walked off. "You're gonna learn that some pony tales really are true."

"I'm gonna have to partially agree with Applejack.", Charles stated as the two began to follow them out of the forest. "Unicorn magic like yours, Rarity's, and mine is just one of many kinds of magic that exist in Equestria. Potion magic and incantation magic are as real as uni—Whoa!" He accidentally tripped and got a face-full of the flowers, but quickly got up in a second. "as real As unicorn magic, just not as well-known or well-accepted. I should know as I've traveled a lot and have seen a lot. Now let's go home and rest. I plan to track down Zecora tomorrow and clear up some matters and see her for what she truly is, not just what others say about her."

Nighttime…

As Charles (and his charge) slept for the night, he was assaulted by strange visions and spoken words.

She's an evil enchantress, she does evil dances— The voice was Pinkie Pie's.

Beware! Beware! Now it was Zecora's.

you look deep in her eyes, she will put you in trances— Pinkie again.

Yeah, was that supposed to scare us? Rainbow Dash.

Wicked, wicked zebra! Rarity.

She's good…with a curse. Fluttershy.

Then what will she do? Pinkie. Again.

Just you wait, Twilight. Some pony tales really are true. Applejack.

Then she'll gobble you up in a big tasty stew, So…watch out! Pinkie Pie yet again.

Beware! Beware, you pony folk! Those leaves of blue are not a joke! Zecora again. Those leaves of blue are not a joke!

...leaves of blue are not a joke!

...not a joke!

As those final words continued to echo in his head, in an instant, Charles opened his eyes in deep realization. "Uh-oh!", he muttered. Before he could do anything else, he quickly dropped off to sleep.

The next morning…

Charles didn't feel so good. It was like his body was somehow…different. He woke up early and put a hoof to his face. He gave a sigh and said, "Darn, I didn't sleep well last night." He didn't realize it sounded…different. He began to flick his tail around, only to find out it was slightly heavier than before.

"What a dream.", he heard his charge say. "Curses, schmurses."

Charles then got up as well, and realized there was hair framing both sides of his head. Wuh…did somepony decide to pull a hair-growing prank on me?

"Whoa!", he heard his charge give a chuckle. Maybe Zecora cursed my hair."

Charles moaned as he got up from bed, and as he landed on the floor felt his body was…different. Just then, his musings of this were cut off by a scream from Twilight. He quickly turned to her; she was in front of a vanity, and she had been brushing her messed-up mane before she 'dropped' the brush in surprise.

"What's wrong?!", Charles asked as he ran to the mirror, then noticed his voice was completely different form his own. Not only was it lighter, it sounded like his sister's. Once he reached the mirror, he saw two strange things. One was that while his charge's bangs have been sorted out, her horn was covered with blue spots and was drooping as though it had been turned to rubber.

"Or she cursed my horn!", she said.

The second strange thing was that he himself has taken a completely different appearance. His mane was now smooth, and longer with two bangs flanking his face, his tail was longer, and his muzzle was more curved. He gulped at what he guessed has happened; he has turned into a mare.

Twilight, and Charles were at the library's reading room with Spike, searching the whole place for a clue to their condition. So far, they had little success.

"No, no, no, no, no!", Twilight complained. "None of these books have a cure!"

"This place really needs a card catalog.", Charles also complained, the paused for a moment. "It's still strange hearing this voice come out of my mouth."

"There has to be a real reason for this! An illness? An allergy?"

"A curse!", Spike suggested, having pulled down a green-bound book with a plant on its cover and was perusing it closely.

"I said a real reason. Something that points to something real."

"How about this one?" Spike showed her the cover.

"Supernaturals? Spike, the word 'supernatural' refers to things like ghosts and spirits and zombies—" Twilight then shoved the book away. "—which are as make-believe as curses. This book is just a bunch of hooey!"

"Judging a book by its cover?", Charles snarked, and somehow it sounded more so with a girl's voice. "You have got to be kidding me…" He then turned to Spike. "Let me see that." He then 'took' the book from Spike's hands and started looking into it.

"But what if you're wrong, Twilight?", Spike asked. "What if this really is a—"

They were cut off by Pinkie Pie, who has entered the library. Her tongue was covered with the same blue spots as those on Twilight's horn and has swollen so badly that it protruded from her mouth. As a result, her speech was nearly unintelligible and accompanied by frequent sprays of saliva that collected in a pool before her.

"A curse!", the pink earth pony said through her swollen tongue.

"A purse?", Spike asked. "How could it be a purse?"

"Pinkie! What happened?", Twilight asked.

"It was Zecora!", Pinkie accused as she drenched Spike with spit. "She put a curse on us!"

"Hey, say it, don't spray it, Pinkie!", Spike said.

"It's not a curse.", said Charles as he looked up from the book. "I'm sure those flowers we've brushed at in the forest—" He was cut off by something thumping against the building hard enough to shake it.

"Ow!", they heard Rainbow Dash from outside. They turned to the window next to the door and there she was, ramming against the glass in a display of poor flight control that was unusual even for her. A close look reveals that her wings have been turned upside down.

"She's…trying to say, ow…Zecora…", she said between thuds, with occasional grunts. The next thud missed the window but hit the wall hard enough to crack it. The following thud knocked the door off its hinges by a lunge that sends Rainbow hurtling upside down across the room. "…she slapped us all with a…" She then crashed onto the shelves and tangled herself up in the ladder propped against them. "…ow! Curse!"

"Rainbow, would you please just walk?", Charles pleaded before returning to reading the book.

"I'm afraid I have to agree.", came Rarity's voice as she walked in. Her mane, tail, and coat have grown and matted into thick dreadlock-like strands that gave her a distinct resemblance to either a sheepdog or a walking mop. She blew uselessly at the purple hair hanging in her face, prompting cries of shock from Twilight and Spike. While Charles just rolled his eyes and continued to read the book Twilight vehemently refused to even consider looking into, Rainbow dragged herself and the ladder over to the others.

"As I was saying, I think the flowers are the—", Charles said before being cut off again.

"I hate to say I told you so, Twilight, but I told you so!", came Applejack's voice, but she sounded like she had been inhaling helium.

Charles then turned to look at Applejack, only to raise his eyebrows in surprise as he saw her—shrunken—standing on Apple Bloom's back. Fluttershy was right behind them and she walked up next to Rarity.

There came a gasp from Twilight and Spike. ""It's a curse, I tells you!"

"But…Fluttershy seems just fine!", said Charles, noting that she seemed to be a bit upset. "And Apple Bloom too.", he added under his breath.

"Yes.", Rarity agreed. "There doesn't seem to be a thing wrong with her."

"Fluttershy? Are you okay?", asked Twilight. Fluttershy just turned her face away. "Is there something wrong with you?"A nod. "Would you care to tell us?" Eyebrows lower. "So…you're not gonna tell us." A nod. "'Yes, you're not?' or 'yes, you will'?" A head shake.

Applejack rushed across the table in the center of the room. "Good gravy, girl!", she asked the pegasus. "What's wrong with you?"

There followed a full two seconds of total silence, after which Fluttershy spoke—in a slow, deep, gravelly male voice. "I don't want to talk about it."

For some reason, this got Charles more than merely being elated as he promptly 'let go' of his book, dropping it to the floor, and turned to face Fluttershy, seemingly charmed, and hearts floating up from him, just like with Spike upon first seeing Rarity. He began to stare into her eyes, as if pleading for her to speak again, which he was. A few seconds later, as he then noticed the others staring at him, he then began to shake his head vigorously, snapping out of his 'spell', and slam it onto a wall as the hearts popped away. "Can't! Must! Resist! Urge! To! Arrgh!"

As he then began to clutch his head, banishing all perverted and romantic thoughts out of his mind, which he attributed to…whatever was making him feel this way, Rainbow's wings flapped randomly, causing her to tumble to the floor, and turning everyone else's faces away from the stallion-turned-mare. Spike laughed uproariously, completely ignoring the angry look Twilight aimed at him.

"This is hilarious! Look at all of you! We got…" He turned to each victim in turn and indicated them. "…Hairity, Rainbow Crash, Spittie Pie, Apple Teeny, Charlotte(1), Flutterguy, " He then turned to Twilight. "…and…uh…I got nothin'." He then gave an aside glance, pointing at her. "Twilight Sparkle. I mean, seriously, I can't even work with that."

"Aha, aha, aha.", Twilight chuckled sarcastically "This is no joke, Spike.", Twilight said. "Now start looking for more books so I can find a cure!"

However, her assistant's eyes have been drawn to her overly flexible horn, prompting him to bite back a fresh laugh. Getting it under control, he went to the bookshelves and grumbled.

Meanwhile, Rainbow managed to pull loose from the ladder and hovered unsteadily. "I think we'll find a cure to this curse at Zecora's place!", she suggested.

"It's not a curse!", Twilight countered as Rainbow rocketed backward, resulting in a loud crash.

"I agree with Dash.", Applejack said as Rainbow kept veering around crazily. "We'll go to Zecora's and force her to remove this hex."

"It's not a hex either!"

As the mares launched into a six-way argument, Charles tried to speak up. "Girls?!" But they weren't paying attention at all. He then groaned to himself. He—for some reason—snuck his way out of the library. His plan was to go to the Everfree Forest to confront Zecora. While he doesn't think she is to blame for what's happened to him and his friends, he hopes that she has the cure for their affliction.

"This is all my fault. If I hadn't followed Zecora in the first place, none of this would have happened. I just gotta fix this." Applebloom said with determination and made her way out the library. Applejack however did not lose her sight on her literally bigger sister this time.

"Now where does she think she's goin' this time?" Applejack said hopped her way into Applebloom's tail and hid in their just before they went out the door to find out what she's up to.

"I don't care what you say, Twilight; it's time to pony up and confront Zecora. Come on, girls; are you with me?" Dash said with a commanding tone.

"Ah am-pft!" Pinkie meaning to say 'I'm in'.

"And I as well." agreed Rarity.

"Uh, I don't know. Seems awfully dangerous." Fluttershy said in her deep voice. Spike couldn't help but release a giggle.

"How about you, Applejack?" Dash asked but didn't get an answer.

"Applejack?" Dash called again and looked at the table she was at.

"Pf-she's gone-pft!" Pinkie through her tounge spitting.

"Aah! Or somepony stepped on her!" Rarity fearly theorized and everyone around the room started looking under their hooves.

"...Or sat on her?" Twilight made another thought and looked at her rump along with everyone else.

"Rarity's hair!" Dash said and Pinkie started searching through Rarity's overgrown forest of hair.

"Oh! OH! Pinkie, what are you doing? Ah, really. Aah! You ever hear of personal space?" Rarity said uncomfortably.

"Nopthe." Pinkie said as she shook her head.

"Apple Bloom and Charles is gone too!" Twilight noticed.

"I bet they went after Zecora." Dash assumed.

"Well we better go find them." Twilight began walking out. " Come on girls, let's go. "Oh dear. This is so unseemly." Rarity complained unable to move. Pinkie then noticed she was standing on one of Rarity's overgrown hairs and quickly removed it making Rarity almost fall.

"Hey, a little help here?" Dash said as she drags upside down on the ground.

"Oopsie! Sorry." Fluttershy apologized and came over to help Dash up along with Pinkie. As they got her up Dash tried another flight attempt but crashes again just above the doorway making a yell in pain. As she gets off the wall she leaves an imprint of the upside down crash position she was in with her tongue sticking out and made a sheepish smile as she was able to get herself out.

"Uh... Spike? Are you coming?" Fluttershy asked.

"Nope! Uh... gotta stay her and look for a cure." Spike excused as he looks through each book again with the two leaving.

"Twilight Flopple!" Spike said as he finally came up with a name to Twilight.

Later at the Everfree Forest…

As Charles made his way to the path Zecora took to the Everfree Forest, he heard galloping from behind and turned to see Apple Bloom headed the same way he was going.

"Apple Bloom!", he called. "Where're you headed?"

"It's all my fault.", she explained as she stopped. "If I hadn't followed Zecora in the first place, none of this woulda happened."

"I kinda have to agree with you there."

"I gotta fix this. I just gotta."

"Well, you're welcome to join me.", the stallion-turned-mare gladly offered. "I was headed to Zecora's too."

Just before they could resume their walk, they heard a squeaky voice. "Stop right there!" It came from Bloom's mane and Applejack popped out from there. "You two turn around right now!"

Instead of doing as she is told, Bloom aimed a mischievous smile up toward the top of her head. "No.", the filly replied.

"You're not the boss of me.", said Charles.

"No?! You can't ignore a direct order from your big sister!"

Applejack suddenly found herself covered in a brown aura and she was lifted up. Charles was the culprit as he 'placed' her on a convenient branch.

Bloom gave a laugh and said, "Sorry, Applejack, but I'm the big sister now."

"I think 'elder sister' is the more correct term, given your current size.", corrected the orange unicorn.

"You two come back here right this instant! I'm gonna tell Big Macintosh on you!"

"You're not my sister!", Charles said as Bloom began to run off. "Now if you'll excuse me, I'll have to make sure your younger sis remains unharmed." With that, he caught up with the filly and they vanished from Applejack's sight.

With her out of the way, both filly and stallion-turned-mare continued running down the forest path until they located a house built into a tree. They could see a totem-like animal carving in front of the tree-house, whose limbs and roots have contorted with extreme age. Several bottles hung on strings from the branches, and set into the trunk were a couple of windows and a door with a leafy mask mounted above it.

"Ya think this is the place?", asked Bloom.

"Only one way to find out."

Together, the two ponies approached the window and peered through it. The walls were covered with thatched-reed mats, making the place resemble a hut more than a typical house. Littering the place were candles, jugs, more masks on the walls, and bottles strung from the ceiling.

"Creepy…", was all Bloom could say before noticing the place's inhabitant.

Inside the house was Zecora, no longer wearing her cloak, who seemed to be adding ingredients into a black cauldron. As Bloom just watched the zebra pick up bottles with her teeth and tip their contents, Charles took a closer look at the zebra's dark blue-green eyes, trying to read her expression (and noting her simplistic spiral sunburst cutie mark) as she spoke in some foreign language. As far as he could tell, there was no malicious intent in them, which his friends (save Twilight, at least for now) all seemed to attribute Zecora with.

"What do you suggest we do, Bloom?", Charles asked.

The filly was surprised at his question. "You askin' me?"

"I learned that kids sometimes have bright ideas when the adults are being useless at the time."

"I'm not a kid, I'm a filly."

"Whoops. I usually call those about your age or maturity—pony or not—kids."

"Oh. Umm…I think we should go talk to her."

"…If you say so." Again, Bloom was surprised that Charles agreed with her so easily. "Just remember that should anything go wrong I'm getting us out of here." Together, they went to the door, and Bloom rapped at it. A few seconds later, the door was opened by Zecora and the two expected the worst.

"Wow. I still can't believe Zecora's actually a nice pony.", Apple Bloom said.

"She's a zebra.", Charles corrected. "And zebras aren't part of the pony species that consist of the pegasus, earth pony, and unicorn subspecies."

The two of them were walking down a path in the Everfree Forest, wearing saddlebags on their backs filled with all kinds of plants. Just as they passed some blue flowers (but not the ones from yesterday), Charles stopped to check them out. There were red stripes on these flowers. The petals were shaped like a twelve-pointed mostly-blue star, with red lines running from the tips of the petals down the stem. They also smelled like dandelions.

Noting that, he 'took out' a small leather-bound book—Zecora's plant book—and started 'flipping' its pages. Bloom noticed her companion stop and walked back and asked what was keeping him.

"Aha. The uchawi maua. Also known as the ether flower.", he read as he skipped the description. "Okay. The stem is very toxic, but the petals aren't. They grow low to the ground and feed on magic. Their seeds only grow in the Everfree Forest. Comsuming the petals, along with some grass, will restore magic power and cure overchanneling."Overchannelin'?", Bloom asked, interrupting his thoughts. "What's that?"

"Do you know the exhaustion you feel after running a marathon?" Bloom nodded. "Well, overchanneling is like that, but with magic instead of stamina."

"Oh. …We already got everythin' Zecora needed, and I don't remember ether flowers bein' in her list."

"Well, perhaps after all this, I plan to ask her if she can make some ethers with these flowers." Charles then 'returned' Zecora's plant book in the saddlebag. "Help me pick up some, would you?"

Together, the two ponies plucked petals, careful not to touch the stems, and put them in the saddlebags. Now that that was over with, they resumed their was back to Zecora's hut when they heard a faint crash. And it seemed to be coming from the hut. Bloom didn't notice it, but Charles did.

"I got a bad feeling about this.", he said to himself as he picked up the pace. Bloom followed suit after noticing her companion was moving faster.

As they did so, it was becoming more and more apparent that the commotion was indeed coming from Zecora's hut. "What's happenin'?", Bloom asked.

"If I were to guess, my friends and your sister have found Zecora's hut and are—" There came another crash. "—storming it."

"Stormin' it?"

"In any case—" Another crash. "—we got to hurry."

And hurried they did. In less than a minute, they reached the hut, where they found Twilight and company confronting Zecora, and definitely not in a good way, with Applejack twisting the zebra's left ear. His charge was currently butting heads with Zecora.

"Girls!", Charles cried out, and everyone inside the hut turned to face them. "What in Ponyville is going on here?" He then turned to Zecora. "Anyway, Zecora, we found all the things you asked for."

"Apple Bloom!", Applejack called out. "You're okay!"

"Charles!", Twilight called in unison with Applejack. "You're safe!"

"Why wouldn't I be?", Bloom and Charles asked, the former with an upbeat tone and the latter with confusion as Twilight moved to guard them.

"Because Zecora is an evil enchantress who cursed us and was gonna cook you both up into soup!", she spoke in rapidfire.

To everyone's confusion, both filly and zebra managed a smile, then laughed as if it was a joke. Charles just groaned and smacked himself in the face.

"You seriously think she can bring me down?", the bodyguard grumbled as he indicated Zecora. "You saw me hold my own against…" He paused, careful not to mention Nightmare Moon to the zebra. "…her."

"Oh, Twilight…", said Bloom. "…did those silly fillies finally get in your head? You know there's no such thing as a curse. "

"Apple Bloom, sweetie, you can't just stand there and tell me this isn't a curse." Twilight pointed at the other afflicted on "this."

"This isn't a curse.", Bloom said as she crossed to Zecora.

"Yeah.", agreed Charles. "It's an affliction caused by those blue flowers we stumbled into yesterday when following Apple Bloom."

"If you will remember back, The words I spoke were quite exact.", Zecora added.

"'Beware! Beware, you pony folk! Those leaves of blue are not a joke!'", the bodyguard quoted word-for-word.

"It was a warnin', about that blue plant. It's called 'poison joke'.", Bloom explained.

"That plant is much like poison oak," Zecora then chuckled. "But its results are like a joke."

Applejack poked out of the zebra's mane. "What in the hay does that mean?"

"It means this plant does not breed wrath. Instead, this plant just wants a laugh."

"Will somepony please talk normal?"

"I think what she's saying is that when we ran in to save Apple Bloom, we ran into the poison joke.", Twilight clarified. "All of our problems are just little jokes it played on us."

"Little jokes?!" Applejack was not impressed. "Very funny."

"To be exact, it takes whatever its victim take pride on, desires, or some other personal strength and inverts it somehow, like some kind of cruel joke.", Charles said as he turned to each of his friends and addressed them in turn. "Twilight, you take pride in your magic, hence your floppy horn. Applejack, you were acting the overprotective 'big sister' at the time, hence your diminutive size. Pinkie, you kept rambling all those bad things about Zecora, hence your swollen tongue. Rainbow, you take pride in your flying skills, hence your inverted wings. Rarity, ever so prideful of your appearance, I think the 'joke' on you is obvious. Fluttershy, your voice is so soothing and feminine, hence the manly voice. As for me, I get mistaken for a mare at first all the time, so…"

Rainbow then stepped forward and asked. "Okay, fine. But…what about the cauldron?"

"And the chanting?", asked Fluttershy, and Charles found himself charmed again, a few hearts floating from his head, and began slamming Zecora's plant book on his face over and over, trying to resist any more inappropriate thoughts.

"And the creepy décor?", added Rarity.

Zecora eyed a couple of masks that have wound up on the floor thanks to Rainbow Dash. While Charles and Bloom were on their way back, Rainbow had slammed them to the floor. "Treasures of the native land where I am from. This one speaks 'hello,' and this, 'welcome.'"

"Not welcoming at all, if you ask me."

"Each culture has their own methods in things that outsiders don't understand or appreciate.", explained Charles as he rubbed his head after he was done smacking himself. "It helps to keep an open mind."

"The words I chanted were from olden times— Something you call a nursery rhyme.", said Zecora.

"But—the cauldron!", Twilight asked. "The Charles and Apple Bloom soup?"

"Looky here, Twilight.", the filly said. "That pot of water wasn't for us, it was for all these herbal ingredients."

"Although I picked up a couple other stuff as we did our errand, Zecora.", Twilight's charge added. "A couple of uchawi maua petals. I was wondering if you could make some ethers out of them." The zebra put a hoof to her chin for a second, then nodded.

Twilight noticed an open book, different from the one Charles had with him, on a table and walked over to skim it. "The cure for poison joke is a simple all-natural remedy." Bloom then lifted her elder sister on one hoof. "You just gotta take a bubble bath. "

"And we're lucky it can be made this time of year. If there is no brew available, poison joke can also be cured by really, really powerful magic. If that is also unavailable, it at least wears off in a couple weeks."

"But I tried to find a cure in all my books and couldn't find anything.", said Twilight. "What book has this natural remedy?"

"Actually, we have that book.", Charles stated as he closed the book, showing that it was Supernaturals. "Supernaturals. Natural Remedies and Cure-Alls That Are Simply Super. To think that you'd judge a book by its cover…shame on you, Twilight, shame on you. We had the answer the whole time, if only you bothered to check it out."

Zecora chuckled, looking over the group. "Maybe next time, you will take a second look, and not judge the cover of the book." Bloom laughed at the end of this.

"Zecora, would you be kind enough to mix up another batch of the herbal bath?", Twilight asked.

"Mix it up, I certainly will, yet I am missing an herb from Ponyville.", agreed the zebra.

"But whenever Zecora comes to town, all the shops are mysteriously closed.", said Bloom.

"Oh! Well…" Twilight gave a smile. "…I think we can help you with that."

As they began to make their way out, with Charles in the lead, he suddenly paused. "Hold on a second." He then turned back to the others, particularly the ones who said all those ill things about Zecora. "If you all had been scared even to look at Zecora, let alone speak to her, how did you even so much as figure out her name in the first place?!"

His friends, sans his charge, looked at each other, not knowing how to answer his question. he then turned to the only filly.

"And Bloom, didn't you walk into the poison joke as well? How is it you look—and sound—" He glanced at Fluttershy at this word. "—Perfectly fine?" He then turned to Zecora. "Do foals have an immunity to the poison joke that goes away upon maturity, or does she somehow have no definitive trait for the flower to twist?"

"I think we can ask all that another time.", Twilight cut him off. "The sooner we get ourselves cured, the better."

"Fine."

Later…

Together, the nine equines (Zecora decided to put her cloak on) entered the town. And naturally, the whole town was in a panic and had proceeded to hide in their homes as the group approached a herb/flower shop which was tended to by three earth pony mares. The first was named Lily, who had a bright fuchsia-colored coat, light yellow eyes, long creamy blond hair, and a lily blossom tucked behind one ear, and three of those flowers as her cutie mark. The second was named Rose, who had two-tone burgundy-and-pink hair, deep green eyes, an off-white cream-colored coat, and a rose cutie mark. The third was named Daisy, who had a vivid pink coat, curly light green hair, jade eyes, and a cutie mark of two daisies.

"Look, Rose!", said Daisy as she noticed the group come over. "How awful!

"The wicked enchantress has cursed them all!", cried out Rose.

"The horror!", yelled Lily as she put her fore-hooves to her face. "The horror!"

She then bailed out to the accompaniment of panicked screams. Rose bolted into her house, slamming the door. The other two took cover in the shop, where Twilight knocked its door a few seconds later. Daisy opened it a crack and peeked out.

"Daisy, we need to talk.", she said.

After the matter was cleared up…

Everyone was now gathered at the spa. A hot tub was ordered for everyone to dunk into. Charles was a bit uncomfortable with this as even though he was a mare now, he was still a stallion at mind and heart and would soon be so in body after taking the bath. However, he was assured that while almost no stallions go to the spa, it was perfectly okay to do so alongside mares.

He was now in front of the tub on a semicircular platform in between a potted plant and a bucket filled with bottles of bath additives sitting with a rack of towels, still deciding on how to get in. Zecora and Bloom were standing on the other side of the platform close to the set of steps leading up to it from the floor while Rainbow hovered above him with her wings back on straight. Fluttershy and Rarity were already in the bath, the latter restored to normal appearance.

Twilight was in the tub as well, off to the side opposite Charles' position. As she then dunked her head in, Pinkie jumped from the ceiling (how she got there no one knew) and came down on the pool for a belly flop. There was a huge splash and the two who descended into the water surfaced, healed of their ailments, and laughed as Rainbow, Bloom, and Zecora poured more herbs into the water. As Zecora and Bloom smiled at each other, Rainbow lowered herself into the water with a relaxed sigh.

Just then, an earth pony mare joined Zecora and Bloom on the platform. Her coat was light blue, her mane and tail pink and glossy, and her eyes dark blue. The mane was held back with a white headband, and she sported a necklace in the same color and a lotus-blossom cutie mark. It was Lotus, who works at the spa.

"Miss Zecora, I would love to get the recipe for this bath.", she said. "It's simply luxurious!"

The zebra smiled at the remark, but was cut off sharply as Bloom gasped. "Applejack! Hey! Where's Applejack?"

As the five bathing ponies looked frantically around themselves in the water, Charles just rolled his eyes and pointed down to the floor level below.

"She's over there.", he said, indicating Applejack—back to normal size—sitting with her rump wedged into a wooden teacup. Apparently, she got her own small bath and had quickly felt its effects.

"That's right…little sis.", the farmpony said. "I ain't tiny no more."

"Oh, I have never felt so lovely in all my life!", said Rarity.

Pinkie popped up next to her and started yakking at full speed—and, for good or ill, completely intelligibly. "Oh my gosh! I never realized how horrible it is, not to be able to talk!" Rainbow covered her ears with a groan. "I mean, I love talking so much, and when I couldn't talk anymore, my tongue was all 'bleech'." She stuck her tongue out on this word. "It was the worst! Don't you agree, Fluttershy?"

Fluttershy turned this over for a moment or three, then opened her mouth and spoke. "Yes." That one word, in her normal sweet voice, confirmed the effectiveness of Zecora's remedy on all six mares.

"Oh, thank goodness!", Charles gave a sigh of relief.

Then, in all of a sudden, Pinkie surfaced and grabbed him by the forelegs. "Come on, Charles!" She then pulled him in and on impact with the water, he could feel his body change from within as he pushed the pink earth pony off of him. As he surfaced, he could feel his tail return to its normal length and his friends could see his mane resume its usual shape.

"Don't to that, Pinkie!", he complained, then caught himself upon realizing that his voice was back to normal as well, then noticed all of his (female) friends looking at him. He then did something he would never hear the end of; blush profusely with a bashful smile. After all, he was in a bathtub with girls and they were all without clothes (not that they wear any anyway normally). This resulted in a laugh from everypony else, Zecora included.

"Dear Princess Celestia: My friends and I (save Charles, who already knew) all learned an important lesson this week. Never judge a book by its cover. Someone may look unusual or funny or scary, but you have to look past that and learn who they are inside. Real friends don't care what your cover is. It's the contents of a pony that count. And a good friend, like a good book, is something that will last forever. Your faithful student, Twilight Sparkle."

(1) Charlotte is a feminine form of the male given name Charles.

Disclaimer: I own only the following: Charles.

Chapter 10: Swarm of the Century

On a beautiful day with the birds chirping and flying with the butterflies it was also a preperation day as well for the arrival of Princess Celestia meeting in Ponyville. Fluttershy was in charge of finding the best looking flowers around. She picks another good healthy looking flower in an open field and adds it to her collection in her basket on her back. She moves to another location while 'la'ing a melody. A squirrel comes over and tugs on Fluttershy's tail so it can show her a dandelion weed. Fluttershy notices and crouches down to eye level with it.

"Thank you little squirrel, but remember: these flowers are for Princess Celestia. Only the prettiest ones will do." Fluttershy kindly said and watches the wind blow off the small fluffy bits of the weed and droops down. The squirrel hid it behind it's back and rushed off. Fluttershy continued back up to a small hill with another basket of apples on a stump continuing to 'la' a melody. All of a sudden she heard a small chirp from a rock that moved and startled Fluttershy and moved behind the basket of apples dropping her basket of flowers she worked so hard to finding. She peeked out a little to see what it was. Small string sized legs appeared out of the rock to reveal a ball like insect with huge green eyes and insect wings on it's back and made a cute little chirp the same one Fluttershy heard.

"Hello little guy. I've never seen anything like you before." Fluttershy approached watching it fly near an apple and sniffed it.

"Oh, are you hungry?" Fluttershy asked and smashed the apple

"Here you go." Fluttershy kindly said and moved it to the insect. The insect then turned it's attention to the apple basket and without hesitation chomped down on the apples in just seconds.

"[gasp] I guess you were hungry." Fluttershy assumed and the creature came up and nuzzled her sweetly and tucked itself into Fluttershy's mane purring.

"You're the cutest thing ever. I can't wait to show you to my friends." Fluttershy said adoring the creature and leaves for town. Although she should've thought about how fast the creature ate those apples because even though it seems cute and friendly it can also be a dangerous threat to society.

Meanwhile at the library, Charles d'Artagnan, Twilight Sparkle, and Spike also prepare for Princess Celestia's visit to Ponyville as they spruce up the place to make sure they look decent.

"Oh! Hurry up Spike! This place isn't gonna clean itself." Twilight urged nervously as Spike clean up the books Twilight and Charles made a mess of.

"It also didn't mess itself up." Spike mentioned.

"Just don't complain and clean!" Charles said.

"Princess Celestia will be here tomorrow!" Twilight reminded as she dusts each inch of the library.

"I thought this was just an unofficial casual visit." Spike thought.

"Yeah, you know, a teacher to student casual visit." Charles pointed out.

"There's nothing casual about a visit from royalty. I want this place to be spotless, and you've barely made a dent in the clutter." Twilight complained.

"Maybe you should, ugh, start reading them [groan] one at a time-wooah hoaw! Aw." Spike argued back as he tries to take a handfull of books to the upper shelves but accidentally falls off the ladder and landed on Charles' back. Twilight came over and dusted the two for some reason.

"Everything's gotta be perfect. No time for fooling around." Twilight said.

"You know, this would be an awful lot easier if there weren't three of us here, getting under each other's feet." Spike suggested.

"Great idea. You clean, Me and Charles go see how everyone else's preparations are coming." Twilight said as she gives the feather duster to Spike and makes her way out of the library.

"Yes That's a good idea." Charles said as he follow.

"Or maybe we should... [groan]" Spike groaned irritatedly as Twilight and Charles shuts the door. Charles trotted alongside a high-strung Twilight Sparkleas they saw the trees are now bedecked with flowers and banners. Fortunately, his charge became high-strung no more as the spectacle brought a smile to her face. As they crossed the bridge over the stream, he could see that it—and even the stream banks themselves—form just part of the decoration effort put forth by the crews of hardworking ponies.

He could see Daisy watering some tulips, Minuette pulling a banner in place, Heartstrings checking out the flowers with Apple Bumpkin and Apple Cobbler watching her, Derpy Hooves flying by, Twinkle carrying a ribbon in her mouth, Cherry Berry raking the grass, and Dizzy Twister holding another ribbon in her hooves.

The two then stopped in front of a a banner being hoisted between two poles by Golden Harvest and Berry Punch, and saw its message; "Welcome Princess Celest". From what he could see, the I in "Princess" had been dotted with a heart, and the lettering was not very neat.

Charles could only give a 'face hoof' as Twilight asked, "What happened to the rest of her name?

"We couldn't fit it all in.", apologized Carrot Top.

"You can't hang a banner that says "Welcome Princess Celest"! Take it down and try again."

She then galloped off, missing the double eye roll the two sent after her. Before Charles followed shortly after, he said, "You better do as she says. The writing also needs work." Once he caught sight of his charge, he saw her approach Bon Bon, who was watering some flowers.

"That looks perfect. Keep up the good work!", she commented before running off again, missing the smile the earth pony gave before resuming.

As he soon caught up to his charge, they were approaching Sugarcube Corner. By the time he greeted Amethyst Star, Rainbowshine, and Shoeshine with Goldengrape, they were at the door, where they saw two earth ponies at work.

"Hello, Mr. and Mrs. Cake. How's the banquet coming?", Twilight greeted.

Mrs. (Cup) Cake was a middle-aged light blue, violet-eyed, earth pony mare with a two-tone, rose-colored mane and tail carefully styled to resemble cupcake frosting and a chubby build. She wore an apron and small pink earrings. Her cutie mark consisted of three cupcakes. She was working a rolling pin with her hooves (somehow) on a mass of dough.

Mr. (Carrot) Cake was an earth pony stallion of about the same age and a lanky build. He bore a yellow-orange coat, a short, deep orange-brown mane and tail, a square jaw, wore an apron, a red/white bow tie, and low-crowned cap, had birdcatcher spots around his nose, and a cutie mark of three cake slices. He was currently carrying an empty platter to a table.

Mrs. Cake uneasily pointed ahead. "Uh…" At the table she was indicating, virtually every food item had a bite taken out of it. "…it would be coming a little better if…" She trailed off.

There stood one large two-tier cake topped with a crown…which was swiftly disintegrated under Pinkie Pie's assault from behind. Within seconds, she has devoured the whole thing, leaving only splatters on the table, a swath of white frosting that covers the lower half of her face to resemble a full beard and mustache, and the crown on her head. Noticing the mess on her face, she licked herself clean just in time for Twilight to see the damage and freak out and for Charles to join her and groan.

"Pinkie, what are you doing?!", his charge exclaimed. "Those sweets are supposed to be for the Princess!"

Pinkie nervously tapped front hooves together. "I know. That's why I'm tasting them. Somepony needs to make sure that everything is tasty enough to touch the royal tongue!" The last few words were slightly garbled due to sticking out her tongue and showing the food still on it, an image Twilight found revolting. The sugar-rushing pink pony then reeled it in and zipped to an open area of the floor as she then spoke in a haughty tone, trotting across the floor. "And I, Pinkie Pie, declare that these treats are fit for a king, or a queen, or a princess!"

She wound up next to an untouched cake and was about to hork it down, her crown falling off, before Twilight and Charles gave her a very nasty look to stop her cold.

"Next time, Pinkie, just take a small slice. Or a sample.", the bodyguard said. "Wouldn't want to deny the Princess all this delicious food, now would you?"

"Twilight! Charles! Pinkie!", a familiar voice called, music to his ears. As the three turned, they saw Fluttershy bound in. "You won't believe…" She skid to a stop and wound up sitting on her haunches, another moment Charles was going to commit to memory. "Oh. I'm sorry. I…am I interrupting?"

"No, not at all.", Pinkie replied. "Come on in and make yourself at home." Before she could lash out her tongue to grab the cake, it was 'moved' out of range by Charles' telekinesis and swapped for a cardboard copy that just happened to be there. The pink earth pony pulled the entire "cake" into her mouth, and swallowed it in one throat-stretching bite, not choking in the slightest. Twilight had no idea what to make of this bit of digestive idiocy. "What's going on, Fluttershy?"

Fluttershy stood again. "You won't believe what I found at the edge of the Everfree Forest. " She then addressed herself toward her mane. "Come on out, little guy. It's okay."

Peeking out with a happy little coo was a tiny critter smaller than a pony's eye. It had a spherical blue body with enormous green eyes that have no trace of scleras or pupils, two pairs of fly wings, two pairs of spindly insect legs, and a small smiling mouth. It was followed, to her considerable surprise, by a yellow, and a gray one. She gasped softly at this. "Three?"

Twilight moved closer. "They're amazing! What are they?", she asked as they flew around the pair.

"I'm not sure. I'm also not sure where these other two came from."

"I'll take one off your hooves." The yellow one lighted on her foreleg and she cuddled it. "I've never seen anything so…adorable!" It flitted around her head. "Besides, it'll be nice to have a companion for Spike so he won't bother me so much while I'm studying."

"Pinkie, Charles, do you want the others?"

Pinkie stuck her tongue out in disgust. "Blecch! A parasprite?! Are you kidding?!" She then trotted past the pair.

Fluttershy was confused at this reaction. "'Ugh'?"

Twilight was too. "A para-what?"

"How could you not like—"

Pinkie, now at the door, groaned impatiently. "Now I gotta go find a trombone!"

Fluttershy, with one parasprite in her mane, and Twilight, with two on her back, traded a puzzled look, then one of the other two silently made its way to Charles, snuggling itself on his mane.

"A what?", he asked.

"A trombone! You know…" Sitting on her haunches, she mimicked the horn's sound while moving one foreleg in and out to show the slide in motion. A moment later, she was gone, and Twilight sighed.

"Typical Pinkie.", she said as her yellow parasprite hovered up at cheek level with an affectionate coo. Suddenly, there was a zoom and a cloud of dust that bypassed them, blowing the two mares' manes a bit. Once it cleared, they turned to see where it went off to to see Charles leaving.

Outside, in a Ponyville street…

Charles, slowed down and trotted along, looking for Pinkie Pie.

He caught up with her "Finally I caught with you why you need a trombone?"

"never mind that Now I need to find a lyre."

With that, she dashed off, but not before Charles bit into her tail in an attempt to stop her, only to be pulled along for the ride. "PINKIE!"

Erstwhile, At Carousel Boutique…

At the ground-floor showroom, Rainbow Dash was standing on a table and dressed in a very high, ornate, curled wig, along with a lacy, form-fitting, gold-trimmed magenta outfit and gold shoes on all four hooves. She was fidgeting impatiently at having been pressed into dressmaker's-dummy duty as Rarity eyed one bit of the rig closely, pins clamped in her teeth.

"Stand still, Rainbow Dash!", the fashionista was saying.

"I can't!" Rainbow tried to fly, but Rarity held her tail down. "I need to fly!" Once she gave up and landed, Rarity let go as the pegasus turned to face her. "This is way too boring for me."

Rarity let the pins drop. "Do you want to look nice for Princess Celestia or not?"

The two glared at each other before the pegasus sat down on her rump. Shortly, Twilight entered, noting two similar outfits on equinequins.

"Wow! Rarity, those outfits are gorgeous!", Twilight said.

Rarity gave a chuckle. "Thank you, Twilight. Nice to know someone appreciates my talents."

Rainbow groaned and pulled at her face. "So boring!"

The conversation was interrupted by the sound of parasprite chirps. Rarity stepped suspiciously toward Twilight. "Huh?"

Rainbow hovered near. "What's that sound, Twilight?" It proved to be coming from a light blue one that popped out of her mane. From behind it came two others, a dark blue and the yellow one she started with. "Wow! What are they?"

"The better question is, where did they come from? I only had one a minute ago."

One was grabbed. "Uh, I'll take one!"

"Me too!", agreed Rarity. "Oh, they're perfect!"

All of a sudden, Pinkie arrived at the shop, slightly out of breath. Charles was behind her, slightly out of breath as well. "Does anypony know where I can find an accordion?", she asked.

But nopony was paying attention.

Pinkie waved, standing on hind legs. "Gals! Hel-lo? This is important!" She then She dropped back to all fours with a groan. "Thanks a lot!"

As she then stormed off, Charles followed. "Wait up! Explain to me why you need the instruments!"

Later that evening…

After losing sight of Pinkie, and not finding her in Sugarcube Corner after deciding to wait there, Charles returned to the library, ignoring the squeaky-and-sparkling-clean place. As he reached the upper-story room, he glimpsed his charge worriedly surveying the area from the loft. And as he reached his bed, he saw Spike sleeping in his basket, cuddling the yellow parasprite and snoring happily.

"Oh, the decorations, the banquet…" He heard her say as she then looked out the window. "…I really hope everything comes together in time for tomorrow." As he reached the bed, and started to tuck in for the night, Twilight yawned and said in a drowsy tone, "What's there to worry about?"

"We're gonna find out very soon, Twilight.", Charles grumbled as the lights were turned off and he drifted off to sleep. "And you're not gonna like it."

The next day…

"Spike!" a familiar voice came.

As he heard a thump immediately after, Charles' eyes fluttered open…and the first thing he saw was a brown parasprite in front of him. His first reaction was to immediately shake off all the parasprites around him. Getting up from bed, he saw his charge run over to Spike's basket, which is also overpopulated—including two that have nestled on the baby dragon's eyes.

"Wake up! What happened?", she was saying.

"Huh?", he sat up, then screamed and yanked the parasprites off his eyes. "What's going on?" They now saw that the entire room is swarming with the critters.

"Where did they come from?"

"I don't know. The little guy got hungry in the night, so I gave him a snack, but I have no idea where these others came from." As they spoke, they had flitted off and now were rapidly undoing the cleanup efforts, dumping books and scrolls every which way. "Oh, no! They're messing up all my hard work!"

Already, the swarm has begun turning the entire place upside down now. "The Princess will be here in a few hours!"

She then galloped away, and Spike tried vainly to grab a scroll from the parasprite that was flying it across the loft. Down below, Twilight levitated her feather duster to shoo a few away. All the while, Charles was slashing at parasprites, being careful not to be the cause of anything broken.

"Spike, help me round up these little guys!"

"What does it…look like I'm…doing?", Spike asked as he eventually found himself with a basket stacked high with them. Eventually, gravity got the better of him, dumping the parasprites out of the basket to bury him. Twilight quickly plied the duster and dug him out. "I know, I know. Stop fooling around."

"And I can't believe you didn't consider me!", Charles said as he caught their attention. They turned to see him still slashing at parasprites and when too many started to cluster around him, he slashing at the parasprites on him turning every parasprite it made contact with into black dust.

"What did you just do?!", Twilight asked in shock.

"What else do you think?", he retorted. "Unlike everypony here, I don't live a perfectly pacifist life. And unfortunately, these have to go. And fast. And I'm surprised you weren't even the slightest bit curious as to what these things were."

"Sorry. They were so cute the idea never crossed my mind."

The bodyguard groaned at this. "Lesson one; be especially aware if something's cute. I believe the red dragon from the mountain, had learned that with regards to Fluttershy."

Later…

Charles exited the library, to ask Pinkie Pie on why she started looking for instruments upon seeing a parasprite.

Just then, He saw Rainbow Dash pass by…and on her were parasprites, arranged in such a suggestive way the word "bikini" flashed in his mind. She was followed by a few others as well.

was walking along, his eyes peeled for Pinkie Pie. "Where is that girl?", he asked himself. "Just why does she need the instruments? Are they somehow instrumental to stopping them?"

"No This is Pinkie Pie we're talking about."

Charles had been speaking in such a hushed tone that nopony gave him any weird stares. Just then, he realized he reached Carousel Boutique, and Rarity was walking out with a pair of saddlebags bulging with what he assumed were parasprites.

"Rarity!", he called. "Have you seen Pinkie Pie?"

"Why, yes.", she answered, looking real distressed as she pointed somewhere. "She went that way."

"Thanks."

A while later…

Twilight galloped down a road, with her own set of jam-packed saddlebags.

she stopped with a gasp as she met Rarity coming from the opposite direction.

"Huh?", the white unicorn let out as she took a good look at Twilight's load, which was pulsating with parasprites. "I see we're having the same problem."

"Ditto!", another voice came. They looked and saw Rainbow Dash flying in, then stop mid-air to shake off some parasprites clinging to her, then flew off as they give chase.

"Fluttershy knows everything about animals.", Twilight said as the two unicorns galloped. "I'm sure she can tell us how to stop them from multiplying." Before they knew it, they were at the door of her cottage. However, just as she was about to knock, it burst open to release a huge swarm of the flying things.

The two unicorns were now standing at the doorway, now joined by Rainbow Dash who hovered above them as they witness the cloud of parasprites right in front of them.

"Do something, Fluttershy!", Twilight cried out. From what they could see inside, small houses for birds and other animals have been mounted at various heights, with small staircases running up to some of them—including one placed by the chimney of a fireplace. A few mouse holes can be seen in the baseboards. And the air was thick with these flying pests. Fluttershy herself, panicked, bounded into view among them. "Can't you control them?"

"I've tried everything I know! I've tried begging, and pleading, and beseeching, and asking politely, and—" She darted off before she could finish.

"If we can't get them under control before the Princess arrives…it'll be total disaster!"

One coughed up a kid in front of Rarity, who cried out, "Ewwww! If you ask me, it's already a total disaster!"

Applejack arriving at the scene, hauling a full apple cart toward the cottage. "Here's all those apples you wanted, Fluttershy.", she called before stopping short. "But I still can't figure why you need so many." She got her answer when several of the little menaces consumed the entire load in two seconds. The harvester was not amused. "Hey!"

"What do we do?", Fluttershy asked.

Twilight gasps happily, getting an idea, "I got it! Nopony can herd like Applejack."

"Yeah!", Rainbow agreed. "We can drive 'em back into the forest!"

Applejack, hearing this, gave a sigh. "I'll rassle 'em up, but I'll need everypony's help to do it."

She then pointed at her friends accordingly. "Twilight, you, and Rarity wait over there. I'll herd the little critters straight at you like a funnel." The two galloped off, as the two pegasi came over to await their orders, "Rainbow Dash, you and Fluttershy stay on top of 'em. Don't let 'em fly away."

"Aye-aye!" Rainbow gave a salute before the two pegasi flew ahead.

Applejack then reared up and let out a "Yee-haa!" before charging after the critters in question, forcing them to fly ahead of her and gradually concentrate into an increasingly smaller space. Those at greater heights began to drift downward as the two pegasi made pass after pass. A few others fled before Twilight's rush, but they and all the others soon found themselves clumped into a single huge ball.

"All right, y'all. Here goes nothin'!" Applejack's next charge set the mass rolling. As she brought up the rear, the two unicorn mares took point, with the pegasi keeping pace above Applejack as the unicorn stallions flanked the left and right sides. Somehow, the rest of the swarm kept away from the ball. "Hold on, guys! We're almost there!"

Twilight was clearly enjoying both the exercise and the success of her idea to recruit Applejack, then gasped in surprise as she saw Pinkie next to her, matching her stride for stride. Charles was there as`well.

"Pinkie!"

"Twilight! We don't have much time!"

"You're telling me! The Princess could arrive at any moment!"

Pinkie gave a smile. "Exactly! That's why I need you gals to drop what you're doing and help me find some maracas!" On this last word, she bent her neck 90 degrees to her left, toward Twilight, and swiveled her head slightly upward to see the unicorn from the top corners of her eyes.

The words and the maneuver left Twilight even more puzzled. "Maracas? Pinkie, we've got much bigger problems than missing maracas!"

Pinkie straightened up and gasped. "You're right! Getting a tuba has to be our number-one goal!" She then dived away. "Follow me!" The only one who did was Charles who had been chasing her. However, she then zipped in again, this time galloping backwards so she can look Twilight straight in the face. "I said, follow me!"

"Pinkie Pie, you are so random.", Rainbow said in an annoyed tone.

"And you are all so stubborn!"

On this line, she put her legs in forward gear and races back along the road past Applejack, Charles following her…following her. "Pinkie!", he called. "Would you just explain?!"

"Forget her, ladies.", Applejack stated. "Focus! Head 'em up and move 'em out!"

They eventually neared the Everfree Forest and rumbled away from Ponyville. As they approached, everypony stopped short and the rolling ball insects let themselves into the Everfree Forest.

"All right!", Rainbow whooped as they disappeared, then did a high five with Fluttershy, smacking her front hooves hard enough to make her wince.

"Ouch."

"We did it!" Whooped Twilight as the pegasi landed. "Nice work, Applejack!"

"Couldn't-a done it without y'all.", the farmpony replied.

"Now let's get back and clean up the mess they made before the Princess arrives." She then started ahead and they all followed.

At Fluttershy's cottage…

The company made their way at the entrance, Twilight was speaking. "Okay. Everyone knows what to do, right? We gotta work extra hard to make up for lost time."

The property owner dropped in front of the door, got the handle in her teeth—and was immediately beset by another huge parasprite swarm as soon as she opened it. The wake of their massed flight caused Rainbow to drift out of view and nearly blew Twilight, Applejack, and Rarity off their hooves.

"Where did they come from?", shouted Twilight.

One popped up near Fluttershy as she apologized sheepishly. "Well…I may have kept just one. I couldn't help myself. They're just…so…cute." She then gave a soft chuckle as it jumped up and down on her back.

"We don't have time to keep rounding up these things!", Twilight said. "What do we do now?"

Rainbow landed behind the others, now with a pair of goggles propped on her head. "We call in the weather patrol!" She then took off straight up, cruising over as Twilight, Applejack, and Rarity tried to cope with the infestation. Fluttershy was nowhere in sight, having apparently ducked back into her cottage.

Rainbow then pulled the goggles over her eyes. "Time to take out the adorable trash." With a savage yell, she plunged toward the airborne annoyances and zipped around in all directions, streaking the air behind her. In due time, she whipped up a tornado that quickly sucked in the entire swarm as it roved across the meadow. To avoid being swept away by the wind, Twilight grabbed a fence post, Applejack—bit down on Twilight's tail, Rarity seized a shrub. A distance away, the twister kept doing its work.

"Way to go, Rainbow Dash!", Twilight whooped as she and Applejack let go.

"Looks like our problems are solved!"

Pinkie, who was trotting over with a pair of cymbals slung on a cord around her neck, and the wind and her motion caused them to clash against each other repeatedly. Charles following her was right behind, panting

"They will be with these cymbals!", she said. Just then, a gust snapped them both free of the cord and carried them away. "Hey! Gimme those back!"

The two brass disks were swiftly pulled in, presumably forcing Rainbow to duck with a yell time after time as they whirled around her. . As a result, the tornado began to bend and swerve crazily on the path.

"I can't hold it!", they heard Rainbow say. "She's breaking up!" Finally, she was thrown clear, slamming into a tree back first, and Twilight gaped at the sight of thousands of parasprites escaping from the rapidly shrinking twister and making a beeline for Ponyville. The would-be percussionist then found three irate ponies facing her.

"Pinkie Pie, what have you done?!", Twilight scolded, Fluttershy now hovering above them.

"I've lost a brand-new pair of cymbals, that's what I've done!"

"Will you forget about your silly instruments for one second? You're ruining our efforts to save Ponyville!"

"Me? Ruin? I'm not the ruiner! I'm the ruin-ee!...or is it "ruin-ess"?" She sat on her haunches to think. ""Ruin-ette"?"

Applejack zipped up near her. "Come on, girls. There's no reasonin' with that one." She and the rest of the girls took off. "She's a few apples short of a bushel."

Pinkie called after them, but it was in vain. "Hey! I'm trying to tell you all that the ruining is on the other hoof—if you'd just slow down and LISTEN TO ME!" She was left alone to fume in the middle of the road.

The sole stallion, having been left behind, walked up to her, Charles with the cymbals she had lost. Pinkie moved to retrieve them, but he just 'moved' them out of her reach, then 'closed' them on her head, making a crashing cymbal clash and rendering her dizzy for a second.

Meanwhile, Rainbow had recovered and flew off after the parasprites.

Once Pinkie's eyes stopped rolling, he turned to her, use his Telekinesis to make sure she wouldn't run off suddenly, and scolded, "Sorry about that, Pinkie Pie! You better explain to Me right now why you need all those instruments!" She was about to speak up when he cut her off again. "And wipe that stupid smile right off your stupid face! That's why the others can't take you seriously! Even I have problems taking you seriously right now! The only reason I am is because I've also seen parasprites before like you apparently have!"

For a second, Pinkie stood there, then was about to crack a smile before a harsh glare from Charles stopped her. After gathering her thoughts, which only took one second, she began to explain.

Erstwhile, in Ponyville…

The parasprites floated town onto the several ponies who stared contentedly up at them, unaware of their imminent danger. One perched on the hoof of Bon Bon, who stood at a table outside Sugarcube Corner, then surprised her by gobbling down the slices of cake and pie that stood on the table. Bon Bon gasped in surprise at this split-second gluttony, while Heartstrings—who was across the table—was on the verge of tears.

Elsewhere, a mare started to water her garden, only to have a horde eat it down to the dirt in an instant. All the other parasprites started devastating Ponyvile of anything remotely edible. .

Twilight and her friends could only stare helplessly at the chaos as they arrived. Rainbow had put her goggles away since she was definitely not going to use her tornado technique right here.

"What do we do?", asked Fluttershy. "They're eating all the food in town!"

Applejack gasped, "My apples!", then galloped off.

"We've gotta do something!", Twilight thought out loud. She then founds herself face to face with a parasprite that was carrying an apple cupcake, no doubt swiped from Applejack's inventory. Her eyes then popped and she smiled as it dropped the treat and flew off. "I got it! I'll cast a spell to make them stop eating all the food!"

She hunkered down and threw a wide-angle beam from her horn that created harmless shockwaves that quickly washed over the entire town. Many stopped in their tracks above they were about to eat; others grimaced and popped their eyes open, dazed. And Twilight and company found themselves surrounded by placid critters that were, for once, eating absolutely nothing.

Charles then teleported right among them and said to his charge, "Nice work. Had you not done this, I fear they would've started eating ponies." All his friends gasped in shock, Fluttershy's the loudest. "Well, parasprites are part of the Everfree Forest's life cycle. They're part of the food chain."

Pinkie then zipped up, a pair of loaded saddlebags on her back. "Look! Tambourines! If you could all just…" Getting no response from the others, Charles wondering about the spell's other effects, she growled in frustration and galloped off, the tremors of her flanks rattling the tambourines' shakers.

One of the pests flew to an apple in an otherwise empty basket on the ground and sniffed at it, prompting a worried gasp from Twilight—and then it frowned and gave a disdainful little chirp, refusing to eat. The unicorn sighed in relief as nervous sweat ran down her face.

Its next trick was to open wide and gulp down the basket, apple and all, then spit the fruit out untouched. Another then chowed down on the Sugarcube Corner sign, a third ate the light fixture on a lamppost, and a swarm decimated the roof of a nearby house.

A produce cart was next to go—but not the apples on it, one of which rolled to a stop in front of Rainbow, who gave a sarcastic chuckle to Twilight "Hey. It worked." She pointed at the apple. "They're not eating the food anymore."

As the spellcaster cringed at these words, trying to smile at this spectacular backfire, Charles then said, "Yeah. Now they're eating everything else." He waved his hoof at two trying to eat a gold horseshoe. "And we have no idea whether or not ponies are in that list or the other."

Meanwhile, Fluttershy and Rarity stared open-mouthed at the pesky things, then a sudden horrifying thought struck the latter. "Oh, no. If they get inside my store…" She then completely freaked out. "…EVERYPONY FOR HERSELF!" She then raced off.

At Carousel Boutique…

Rarity finally made it to her home and workplace, only to quickly confirm her worst fears as she barreled toward the front door and into the showroom. "My outfits!" Two of them were eaten right off the equinequins, and a third starts to meet the same fate until Rarity waved its eater off. "Go on! Shoo! Get out, you naughty, naughty—"

It coughed up a new parasprite and she backs away, revolted. The sound of more young being hocked into the world unbalanced her sense of decorum even more. Finally, she jumped onto a stool and huddled among the madness with a cry of terror.

"I'll save you!", a voice called.

At the door was Pinkie Pie, who let the sunlight silhouette him for a moment, then tromped resolutely across the floor as Rarity gave her a look of pure admiration. This turned to puzzlement as she marched past her without stopping and approached a recorder lying on a table at the far side of the room.

She blew a few notes into it, then said, "This'll do." and runs out. Rarity shrieks in horror losing hope. Meanwhile at Sweet Apple Acres the Apple family were preparing themselves for the swarm of insects that were about to come.

"No woodland creature is gonna eat the Apple Family's crop." Applejack assured as the swarm approaches their territory.

"Brace yourself y'all, here they come." Applejack said and got out a bug spray while the others got out farming equipment as weapons. To their surprise the bugs ignored the orchard and chopped down the barn until it was nothing but a skeleton of wood and crumbles down.

"[gasp] Didn't see that one comin'." Applejack admitted as she and others stare in disbelief.

At Books and Branches Library…

Charles was at the loft, his front half under his bed as he looked for something. Outside it, his tail swished the parasprites bothering him as they curiously went for his cutie mark.

As he made his way down, he saw Twilight Sparkle race in and see the parasprites wreaking havoc; several were carrying books through the air, and Spike peeked out from under his basket.

"Help!", he cried out. A book then bounced off the basket, slamming it down on top of him. He lifted it clear again as Twilight dodged a throw. At floor level, one eagerly licked an exposed page and she gasped at this. Another—complete with knife, fork, and napkin—was sucking down a thin ribbon of ink from its book as if this were a strand of spaghetti.

"They're eating the words!", she gasped.

After it finished, she leaped up, snagged a parasprite's wing in her teeth, and gallops out with the pest in tow.

Spike looked out from under his basket. "Help?"

"I gotcha.", Charles said as he 'pulled' the basket off continued to blast parasprites and salvage whatever books he could, placing them around himself as he protected himself and the books with a barrier. "Spike! Get me all the one-of-a-kind-books in this library!"

"What?"

"We obviously can't salvage everything. Books can be replaced, but if the parasprites eat the one-of-a-kind ones, their knowledge will be lost forever! We can't have that, now can we?"

"Right!" And Spike quickly got to work, starting with The Elements of Harmony: A Reference Guide.

Meanwhile…

Twilight, raced through the forest toward the twisted old tree that served as the home of Zecora. She bulled through the door, and they managed to see that they had interrupted Zecora's meditation, which consisted of her balancing upside down and headfirst atop a bamboo pole. Naturally, with the interruption, she lost her focus and balance and tumbled to the floor.

"Have you gone mad?!", she berated as Twilight spit the parasprite free.

"Zecora, these little guys are devouring Ponyville, and the Princess is on her way!" The little insect flew across the hut and to Zecora as she stood up and eyed it. "Can you help us? Please?"

"Oh, monster of so little size." It then lighted on her nose. "Is that a parasprite before my eyes?"

"I don't know! Is it?" It then flew back toward her.

"Tales of crops and harvests consumed.", she began as she walked up to her cauldron, which was bubbling with green liquid. "If these creatures are in Ponyville…" The parasprite then yakked up a duplicate. "…you're doomed."

This was exactly what the overstressed young unicorn did not want to hear, judging from her nervous gulp.

The unicorn galloped out of the forest, Twilight then skid to a stop as she looked skyward.

"Oh, no!", Twilight gasped, seeing a familiar pegasus-drawn chariot begin to fly down. "Here she comes!"

Twilight then galloped through town only to find herself staring at frazzled, screaming ponies and extensive structural damage in all directions. Just as Charles approached her, disintegrating more parasprites, he saw that her overtaxed brain finally threw a rod. Her eyes contracted to fixed points as a crazed little smile took root beneath them.

"Okay. Here's the plan. Rainbow Dash, you distract them." Rainbow rocketed past, screaming with a horde in pursuit. "Good! Everyone else, we need to build an exact copy of Ponyville—" She pointed to one side—right over there. We've got less than a minute!" The continued wailing and crashing all around forced her back into reality, and she slumped resignedly toward the ground. "Zecora was right. We're doomed." Just then, there was a distant trumpet fanfare. "Oh, no." She turned to the ruined main street. "The Princess's procession is here! It's all over!"

Charles however gave a little smile. "About time." The fanfare gave way to a lively oompah/polka-flavored tune in B flat major. What emerged over the horizon was not Celestia's chariot, not a royal brass band, but something pink that resolved into Pinkie with a great many musical instruments clustered around her.

A banjo was slung around Pinkie's neck, with Applejack's harmonica attached so she can easily reach it with her mouth. A tuba and an accordion were hooked up on her back, the former worn around her midsection. As she alternated blowing into the harmonica and the tuba mouthpiece, cymbals could be seen strapped to her forelegs so that they clashed on every step. She also had a tambourine on her left side.

"Pinkie, we're in the middle of a crisis here!", his charge was saying. "This is no time for your—" She was interrupted by her bodyguard nudging her side, then pointing up. She looked up as well and lost steam "…nonsense?"

The parasprites have stopped eating and began to bob up and down in time with the rhythm. Gradually, they worked their way down to ground level and fell in step behind the band, forming a bouncy procession that followed them past Applejack, Fluttershy, Rainbow, and Rarity. None of them could find any words to describe their reaction, and Twilight could manage only a bewildered shrug when she joined them.

The band soon reached the park, and the five and Charles were now at the tail end of the very long marching line.

Twilight suddenly pointed upward (again). "Look!"

As Celestia's chariot touched down, the six galloped/flew past the one-pony-band, who kept right on playing. They all knelt before the regal winged unicorn once she has stepped out, who bowed their heads and raised a foreleg so that it was in front of their body and perpendicular to their other legs, just like the last time they met her after defeating Nightmare Moon.

"Twilight Sparkle, my prize pupil!", the princess said.

Twilight sat up on her haunches. "Hello, Princess!"

Everypony stood to attention. "So lovely to see you again, as well as your friends." The growing sound of Pinkie's approach stopped her cold and threw a scare into the five mares when they saw the puzzled look on her face. Then came the parasprites and all.

Twilight tried to sound casual and said, "So…how was the trip? Hit much traffic?"

"Like there'd be traffic for a pegasus-driven chariot?", snarked Charles.

There came a soft gasp from the princess. "What is this?" A parasprite cooed and landed on her wing. She laughed and lifted it for a closer look, and it darted away. "These creatures are adorable!"

"They're not that adorable.", Rainbow muttered to Rarity, who gave her a pained smile.

I'm terribly honored that you and the good citizens of Ponyville have organized a parade in honor of my visit."

"Parade?", Twilight parroted before catching on. "Oh…yes! The parade!" Charles rolled his eyes at this.

"Unfortunately, that visit is going to have to wait for another time. I'm afraid an emergency has come up in Fillydelphia. Apparently there's been some sort of…infestation."

Twilight managed a smile. "An…infestation?"

"Yes. A swarm of incredibly bothersome creatures has invaded the poor town." Charles did a snark cough. "I'm sorry, Twilight, to have to put you all through so much trouble."

"Trouble?" The bookworm gave a laugh. "What trouble?"

"Before I have to go, would you care to give me your latest report on the magic of friendship in person?"

Twilight was taken aback. "My…report?"

Charles then gazed at Pinkie, who have stopped at the forest's edge and kept playing as the parasprites bounced happily along the road into it. Haven't you learned anything about friendship?"

The faithful student thought very hard for a moment and then smiled as an idea hit her. "Actually, I have." Her friends reacted proudly as she began. "I've learned that sometimes the solution to your problems can come from where you least expect it." As she spoke, they all (save for Rainbow and Charles) approached Celestia as she got back onto her chariot. "It's a good idea to stop and listen to your friends' opinions and perspectives…" A big cymbal crash startled them all and Fluttershy wound up hovering. "…even when they don't always seem to make sense."

"I'm so proud of you, Twilight Sparkle, and I'm very impressed with your friends as well. It sounds like you're all learning so much from each other.

"Thank you, Princess."

"All in a day's work.", said Charles with sarcasm as the chariot then rolled away.

But just as the chariot passed by the clone, Celestia gave a knowing wink at him, leaving him confused for a bit before understanding; she knew parasprites infested Ponyville but pretended otherwise to spare them the embarrassment. With a knowing smile, he dismissed himself, the knowledge of this passing going straight to his real self as he and his friends crossed to the band, who stopped playing after the last parasprite had passed them and gone into the forest.

"Hey! What happened to the Princess?", Pinkie asked.

"Emergency in Fillydelphia.", answered Twilight.

Rainbow gave a knowing smile. "Some sort of infestation."

"Oh, no! Have they got parasprites too? 'Well, have tuba, will travel!"

Pinkie got a lungful of air ready for the tuba, but managed no more than one note before Twilight stopped her.

"I think the Princess can handle it."

"So you knew what those critters were all along, huh, Pinkie Pie?", Applejack asked.

"Well, duh! Why do you think I was so frantic to get my hooves on all these instruments? I tried to tell you."

"We know, Pinkie Pie, and we're sorry we didn't listen." As her friends offered their apologies, Charles felt something was missing. "You're a great friend—" Pinkie beamed hugely. "—even if we don't always understand you."

"Thanks, guys. You're all great friends too, even when I don't understand me."

"You saved my reputation with Princess Celestia, and more importantly, you saved Ponyville."

Everyone but Pinkie stared around themselves with obvious discontent at what remained of Sugarcube Corner and several other buildings in what used to be a very nice place to live. A piece of the bakery's roof fell to the ground.

"Or not."

"Could've been worse.", Charles attempted a tone of optimism as he saw Pinkie play the "losing horns" tune with trombone while facing away from them. Then it hit him. "Oh, wait a second!"

"What?", asked Rainbow.

"There's a another lesson to be learned here! Unfortunately, unlike all the others, the lesson didn't solve our problem because it was only learned after failing to solve it." He then 'produced' a quill and paper and 'passed' it to his charge. "Twilight, write another report. Reserve it for next week."

"Okay."

Charles then walked over to Pinkie, tapped her on the back, making her turn around, then said, "Pinkie Pie! We could've avoided all this if you Just. Explained. Why. You needed. All. Those. Instruments. In the first place! If you haven't learned the lesson yet, you're gonna learn it now." Pinkie sat on her haunches as he cleared his throat.

(A/N: This isn't what he said, but the message is still there.)

Two weeks later, after the library was fixed…

Charles had Spike write a letter while his charge was out.

"Dear Princess Celestia: Now that I look back at the…incident in Ponyville, I have discovered that there was another lesson about friendship. Pinkie Pie is a great friend, always there to give laughs or make you smile. She can also be quite a ditz. This caused a bit of trouble with the parasprite problem I know you knew we had." Spike stopped writing at this.

"Wait, she knew?", Spike asked.

"She gave me a knowing wink.", Charles replied. "You don't wink for no reason. Also, she seemed confused and startled at the parade instead of excited and happier about it. Then again, perhaps she was startled because she failed again to make her visit casual. After all, casual visits don't warrant parades specifically for them."

"But why you? Why does she trust you with this?"

"I don't know. Maybe because she knows I can keep a secret and will not judge others in a heartbeat. Also, she didn't want my friends, especially her student Twilight, to feel ashamed or anything and thus feigned not knowing. Now please continue."

"Okay." And Spike resumed writing while Charles resumed dictating.

"Hopefully, thanks to me, Pinkie has discovered that not everypony thinks the same way she does and that explaining yourself properly is the best way to get your friends to heed your advice, especially when you're known for being silly, who don't tend to be paid attention to that much. Twilight Sparkle's stalwart bodyguard and your fateful Musketeer pony, Charles d'Artagnan.

"P.S. Please treat this as if this letter was from Twilight. She can be quite strict in her need to submit one letter every week. And please reply to assure her that because I'm sending this letter without her knowing. ;)"

"You done?", Spike asked. "And are you sure about this "smiley"?"

Charles smacked himself in the face, then said, "Well, it's too late to erase that now. I believe it's safe to send it."

"All right. But I still don't think this is a good idea." Spike rolled it up, then burnt the scroll with his breath, sending it to Canterlot. "Are you sure 'bout this?"

"Sometimes, you gotta help your friends, even if they don't think they need it." Charles then paused. "Hey, that makes for another lesson about friendship. But I'll write that later. It doesn't apply for every situation after all. Spike, I'm writing another letter."

"Another?!" The baby dragon seemed tired at this.

"We can have this sent another time, put it in reserve in case Twilight doesn't have a letter to send for the week."

"All right." He then took out another paper and started to write again.

"Dear Princess Celestia: This is not a friendship report, but is still an important lesson nonetheless. No matter how cute they are or how much you like them, taking animals you are not familiar with away from their natural environment is a bad idea, especially if they come from some place like the Everfree Forest. Since they come from there, whatever rules of living they follow there get applied to wherever they go. And since it's 'not natural', it can cause imbalance and chaos.

"P.S. I'm a bit fuddled in the meaning of natural here. Sorry, if I don't make much sense."

"You done?", asked Spike.

"Yes. Yes I am."

"Finally."

At the present…

Charles continued his tirade. "Instead of saying what you said yesterday, you could've said something like…" He proceeded to try to mimic Pinkie's voice. "A parasprite! Don't you know how dangerous they are? THEY COULD EAT ALL THE CANDY IN THE CITY! I'm off to get a trombone! TO SAVE THE CANDY!"

Pinkie replied, "I don't sound like that. But yeah, I guess I could've easily said something like that."

He resumed normal tone. "See?" He then turned to the others, particularly Twilight and Fluttershy, and said, "And either of you could've said, 'A parasprite? So you know what they are? What does that have to do with a trombone?'" This time, he didn't mimic either of their voices. "We could've avoided all this if we didn't get distracted by things just because they look cute."

"I hope we all learned our lessons here. Now let's get Ponyville back up and running. The town's not gonna fix itself, you know."

With that, his friends sighed in relief (that Charles' lecture was over), and got to work.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

word♪ - words are being sung in Duet

Chapter 11: Winter Wrap Up

On a calm peaceful evening Twilight Sparkle, her assistant Spike, and Charles d'Artagnan slept in the night as the crickets chirp.

"[gasp] Charles, Spike, wake up. Wake up, wake up, it's Winter Wrap Up day!" Twilight woke up excitingly and shook the two awake.

"Huh? Mommy?" Spike muttered groggily as he turned to see Twilight in his face.

"Winter Wrap Up!" Twilight repeated and rushed downstairs.

"You're not mommy." Spike muttered and went back to sleep.

"Just ten more minutes" Charles said yawning.

"Spike, Charles, the first day of spring is tomorrow, so every pony in Ponyville needs to clean up winter. Now help me get ready." Twilight ordered as she hops into her winter boots after fixing a crooked picture.

"Clean up winter? Who cleans up winter? Don't they just use magic to change the seasons like they do in Canterlot?" Spike asked.

"No Spike, Ponyville was started by Earth ponies, so for hundreds of years they've never used magic to clean up winter. It's traditional." Twilight explained as she struggles to put on a saddle coat but lazily falls to the floor as she sighs tiredly.

"It's ridiculous. No magic... Fuh." Spike mumbled in his bed.

"Okay, let's see: scarf, check; saddle, check; boots, check; Spike and Charles refusing to get up and going back to sleep, check. It's a good thing I'm so organized, I'm ready. Bright and early." Twilight said as she opens the door hoping to see the town preparing to clean up but sees it's still night time with nopony to be seen.

"Oh... maybe a little too early." Twilight said sheepishly.

A couple hours later...

The whole town gathered at town square to hear what the mayor has to say. Twilight, Charles, and Spike rush to the town hall to see what she will announce. There were earth, unicorn, and pegasi wearing different colored vests in the distance.

"Those must be the team vests Rarity designed. Blue for the weather team, green for the plant team, and tan for the animal team. I wonder which team vest I'll be wearing." Twilight said.

"I'll take a blue vest, same color as my blanket, which I think I hear calling my name. 'Spike! Spike! Come to bed!' Ugh, it's too early." Spike moaned.

"Stop being a lazy reptile." Charles ordered who is now wide awake as they joined the crowd just as the mayor begins her speech.

"Thank you everypony, for being here bright and early. We need every single pony's help to wrap up winter, and bring in spring." the mayor thanked and the crowd cheers as Twilight and Charles hops to see better from behind the crowd. their attention to the mayor.

"Now, all of you have your vests, and have been assigned to your teams, so let's do even better than last year, and have the quickest Winter Wrap Up ever!" the mayor encouraged and the audience gives another cheer.

"Oh, this is so exciting." Twilight said joyfully.

"Alright everypony, find your team leader, and let's get galloping!" the mayor announced and the crowd began going to their selected groups to get started except for Charles and Twilight who didn't have a role.

"Oh gosh, where should I go? I'm not sure where I fit in. What exactly does everypony do?" Twilight asked herself and everypony began singing a song.

Now Playing: Winter Wrap Up (song)

Three months of winter coolness

And awesome holidays♪

We've kept our hoovsies warm at home

Time off from work to play♪

But the food we've stored is runnin' out

And we can't grow in this cold♪

And even though I love my boots

This fashion's getting old♪

The time has come to welcome spring

And all things warm and green

But it's also time to say goodbye

It's winter we must clean

How can I help? I'm new, you see

What does everypony do?(1)

How do I fit in without magic?

I haven't got a clue!♪

Winter Wrap Up!

Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up!

Winter Wrap Up!♪

'Cause tomorrow spring–♪

–is here!♪

'Cause tomorrow spring is here!♪

Bringing home the southern birds

A pegasus' job begins

And clearing all the gloomy skies

To let the sunshine in. We move the clouds

And we melt the white snow♪

When the sun comes up

Its warmth and beauty will glow!♪

Winter Wrap Up!

Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

'Cause tomorrow spring is here!♪

Little critters hibernate

Under the snow and ice!♪

We wake up all their sleepy heads

So quietly and nice♪

We help them gather up their food

Fix their homes below♪

We welcome back the southern birds♪

So their families can grow!♪

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

'Cause tomorrow spring is here!♪

No easy task to clear the ground

Plant our tiny seeds

With proper care and sunshine

Everyone it feeds

Apples, carrots, celery stalks

Colorful flowers too

We must work so very hard♪

It's just so much to do!♪

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!♪

'Cause tomorrow spring is here♪

'Cause tomorrow spring is here!♪

Now that I know what they all do

I have to find my place

And help with all of my heart

Tough task ahead I face

How will I do without my magic

Help the Earth pony way

I wanna belong so I must

Do my best today,

Do my best today!♪

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!♪

'Cause tomorrow spring is here

'Cause tomorrow spring is here

'Cause tomorrow spring is here!"♪

End Song

"Everypony belongs to a team. What should we do? Where should we go?" Twilight asked herself.

"Well, we should start searching to find out instead of hoping for it." Charles advised.

"You're right. It's not like an idea won't just fly by and-" Twilight said with optimism until a stray of wind caused by something swooshing by them appeared.

"Alright team, you're clear for takeoff." it was Rainbow Dash giving the green light to a group of pegasi who flew off to retrieve the birds who flew south for the winter.

"Rainbow Dash!" Twilight called out.

"Oh, hey Charles and Twilight, what's up?" Dash asked.

"Good. Nothing much." Charles answered.

"What are you doing?" Twilight asked the same question.

"Sending off one of my flight crews to retrieve the birds that have flown south for the winter." Dash explained.

"Oh, can I help? How about if I help clear out the clouds?" Twilight said forgetting her own kind of pony species.

"Um..." Dash muttered and flapped her wings to remind her of what she needed in order to do the job.

"Right. No wings." Twilight remembered sadly.

"Sorry Twilight." Dash said and flew off to meet with the other pegasi.

"[moan] Great, now what do we do?"

"Come on Spike, this is serious business. Winter needs to be wrapped up, and I'm determined to do my part. Somehow." Twilight sighed.

Charles thought about Fluttershy.

"Twilight…" Charles called. She looked over to him. "I think I'll just head over to the tan team…"

"Oh, Alright. I guess I'll just try to help the other teams and see what I can do."

"I can stay and help you, if you want."

"Oh, no. Thanks for the offer, but you should go and do your own thing. I'll be okay."

"Are you sure?"

"Mm-hm."

"Alright… well good luck then, Twilight."

"You too."

Charles began walking over to where Fluttershy was helping the animals as Twilight grabbed Spike off the bush and headed to Rarity, who was fixing the nests.

Fluttershy had a bell in her mouth. She was ringing it to wake up the animals as she softly spoke to them. After she finished evacuating the home, she turned around to walk to another one. However, she bumped herself in front of Charles.

"Oh, excuse me." Fluttershy apologized. She looked up to recognize it was him. "Oh!" She blushed. "Hi, Charles. I didn't see you there...Where's your vest?" She asked, after noticing he wasn't wearing one.

"Oh… uh… I don't have one… but I thought I could just come over and help you with the animals." he responded.

"That's nice of you…" She looked away. "Well of course you can help me; I'm just waking up the little critters." She gave him a spare bell. "Just gently poke your head in their homes and call them."

"Alright. Got it." He walked over to another hole. Grabbing the bell with his mouth, he rang it several times and gently called them to get up. A couple of baby bunnies walked out, yawning and stretching their arms.

Charles continued doing this for a moment until he met up with Fluttershy again. She had just finished another home. "How did you do Charles?" She asked.

"Pretty good I guess… they woke up fine." He responded.

"That's fantastic!" Fluttershy smiled. She walked over to another home and poked her head inside. "Wake up little sleepy heads. Hope you had some wonderful dreams and restful hibernation, but it's time to get up now, spring is coming."

A couple of hedgehogs walked out, yawning.

"Awww, how cute." Charles heard Twilight say. Wow I didn't know she had stopped by.

"Aren't they? This is my favorite task the whole season, when I get to see all my little animal friends again." Fluttershy replied.

"Uh, what's 'hibernation'?" Spike asked, looking fully awake now.

"It's like a long sleep." Fluttershy walked over to another home.

"Long sleep?"

"Yes." She rung the bell. "Wake up little porcupines." She called inside the home. She turned back to Spike. "Animals often hibernate through the winter to save their energy and eat less food."

"I definitely like the idea of hibernation, uh, except for the 'eat less food' part." Spike responded.

The porcupines yawned and poked each other when they hugged.

"Oh, would you just look at all these warrens and dens; I'm worried that Charles and I won't be able to wake up every animal before spring comes."

"Well, I'll help, Fluttershy!" Twilight announced, gladly.

"You will? Oh, that would be wonderful." Fluttershy gave her bell to Spike and looked towards Charles. "Let's go wake up the critters over here."

Charles nodded and called over to Twilight. "Just be careful of certain dens, Twilight..."

"Gotcha!" She yelled back.

Charles began walking with Fluttershy towards the other dens.

"So...Fluttershy..." He started.

"Yes, Charles?" Fluttershy, keeping her head facing in front of her but moving her eyes to the corner to see me, asked while she smiled.

"I was just wondering..." His eyes moved uneasy; hewanted to know what she truly meant when she brought up the Grand Galloping Gala last time... but he was feeling a bit anxious. "About the Grand Galloping Gala...what did you-

"Waaa! Snakes! Snakes!" Twilight screamed.

They turned around to see Twilight backing away, quickly, from a group of snakes into another den. She ran out with bats speeding outside the cave. Twilight bumped herself into a tree and a bee's nest fell on top of her. She continued to run and scream straight into another den.

A pair of skunks walked outside the den Twilight ran into. "Good morning friends." Fluttershy greeted them warmly without covering her nose as they pass by.

"How can you stand the stench?" Charles asked in disbelief.

"I get used to it." Fluttershy explained. Twilight groan inside. After a while, she came out with bee stings all over her face and smelled badly.

"Whoa, Twilight! You stink!" Spike announced.

Twilight looked at him, angrily. "Thanks… I didn't know that…" She said, sarcastically.

"Looks like you need to bathe in Tomato juice, Twilight…" Fluttershy advised.

Twilight sighed. "I know…" She responded in a very disappointed and even depressed tone. She began to walk off with Spike trailing behind her while he held his nose. Charles was starting to feel really bad for Twilight.

"Poor Twilight…" Fluttershy said.

"Yeah…" He agreed.

A moment of silence passed.

"So... what was it you wanted to ask me about the Grand Galloping Gala, Charles?" Fluttershy asked, looking bright.

He lowered his head, stared at the snowy ground, at felt a little red. "Oh Never mind..."

Later...

"Whoa this cave is big!" Charles said at a big cave he put his head in it and rings the bell.

"Hello? Wake up little friends, wherever you are. Spring is coming." Charles said quitely and happily as he rings again and comes out awaiting his animal wakers.

"I wonder which cute little furry creatures I've awoken." He said.

Nothing.

Charles was unhappy "Wake up you little sleepy head, Spring is coming!" Charles calld as he rings again and comes out awaiting his animal wakers.

Sill nothing.

Charles was getting mad and walk into the cave Fluttershy saw this waited outside the cave as Charles yelled "What dose Wake up Spring is coming do you understand? I mean.. AAAAAAAAAAAAAAAAAHHHHHHHHHHH!" Charles was interrupted by a Bear's roar and galloped out of the cave and a Bear chase him.

Charles asked Fluttershy "Can you tell the Bear that spring is coming and that I'm sorry I got it cranky because I woke it up?"

"Okay" She answered she went to the bear and said "Excuse Me Mr. Bear but Spring is coming."

The Bear growl to talk to Fluttershy.

"Ohh... unha... yes... well my friend says he's sorry he woke you up."

"Wow thanks Fluttershy."

"Your welcome."(1)

After the fiasco with the bear and continuously waking up more animals from their hibernation, Fluttershy and Charles decided to take a break.

"We should go check up on how the other teams are doing." Fluttershy offered to him.

"Sure." He accepted.

On the way, they stopped by to see Rarity, who was supposed to be working on the nests. She was mumbling many things about nest-making while she was fixing up a nest that...well... wasn't as great as hers in comparison.

"Hi, Rarity." Fluttershy greeted as she walked over to the table where she was working on. "How is it going with making the nests?"

"Oh...I...um..." Rarity continued pulling out things from the nest. "I'm okay..."

"How many have you made?" Charles questioned.

Rarity halted and remained silent for a moment. "...one..."

Fluttershy and Charles were shocked.

"Rarity... you've only made one...?" Fluttershy asked, worried.

"Yes... but... these things take time with such grace! But I promise you... I'll create enough in time for Spring!"

Fluttershy and Charles both looked at each other.

"Do you need any help...?" Charles asked Rarity.

She looked at the nest she was fixing up and quickly looked back at him, laughing nervously. "Oh, no, no, no! I'm fine! Really!"

"Alright..."

The Yellow Pegasi and Orange Unicorn left... but they still felt a little doubtful in their minds...

Later....

The Pegasi and Unicorn walked towards town to see the other teams doing their jobs.

"Rainbow Dash, y'all on the weather team need to melt the rest of the snow here on the ground and the trees, pronto." Applejack ordered Rainbow Dash.

Fluttershy heard this and quickly rushed over to Rainbow Dash.

"Got it." Rainbow Dash was just about to fly off until Fluttershy stopped her.

"Wait. My poor little animals' homes will get flooded if the snow melts too fast."

"Got it."

"I'm tellin' you Rainbow, you gotta melt that snow NOW." Applejack counterattacked.

"No, you simply must wait." Fluttershy defended.

"Okay." Rainbow Dash flew up, annoyed.

However, Fluttershy and Applejack continued to argue for the order.

"Go."

"Stop."

"Go."

"Stop.

"GO!"

"STOP!"

"Ugh! Make up your minds!" Rainbow Dash responded, irritably.

"Oh! What in Equestria are all you arguing about? This sort of silliness is why we were late for spring last year, and the year before that, and the year before that." The mayor intervened. "I was hoping my amazingly inspirational speech would urge everyone to do better than last year, but now it looks like we're going to be later than ever. I mean just look at this catastrophe. The ice scorers made the ice chunks too big to melt; the nest designer is horrendously behind, we need several hundred, and she's only made one; And don't get me started on all the clouds in the sky, the icicles on the trees... This isn't good, not at all!"

"And it's gonna be all to pieces disastrous if we can't get our seeds all planted." Applejack included.

"Chillax Applejack, we're bustin' our chops as fast as we can." Rainbow Dash replied.

"No, not fast, we have to wake animals slowly." Fluttershy warned.

"Uh, AJ?" Big Macintosh had come over to Applejack.

"Oh good gravy, Caramel lost the grass seeds again, didn't he?"

"Ai-yup."

One of the Pegasus ponies flew over here to lodge another complaint. "Ditzy Doo accidentally went north to get the southern birds!"

"Oh that featherbrain. Didn't she learn her lesson last year when she went west?" Rainbow Dash reacted.

All the ponies began grumbling and complaining.

"Stop this at once. We don't have time to argue. It's almost sundown. Spring is going to be late again. Another year of scandal and shame. If only we could be more organized."

Twilight heard this and smile and took action coming out of the bush.

"Spike! Get my checklist and clipboard, STAT!" Twilight ordered.

"Eh, yes ma'am." Spike saluted in nervousness and rushed off.

"Stop everypony." The ponies continued to argue. "Stop!" She used her magic to make the bird near her chirp loudly enough to gain the attention of everypony. "Sorry." She apologized to the bird. "I know you all want to complete your jobs on time, but arguing is no way to go about it. What you need is organization, and I'm just the pony for the job."

Twilight's organization skills quickly took effect. She had every pony follow her plan. While Charles was with Fluttershy, she had an idea of having bells at each den, and with a shake of a single rope, the bells rang at each den, waking up every critter. When the snakes came out, they saw Twilight on top of tree, shaking. Fluttershy nodded at the bird on top of her and the bird released a fierce chirp, ordering the sky team to form into a tornado that cleared all the skies and snow a lot faster than independently, which then caused the ice to melt over at the lake.

By the time night fell, the hardworking citizens continue to plant seeds in the ground even to prepare for the next morning. Even Spike and the mayor volunteered to help out. The next morning the pegasi returned from the south with a massive flock of different bird species following them. As each bird find their new homes on the tree branches the citizens water the farming area so their food can grow. Spike checked off the last job on the list and sees the land blooming with life.

"I can't believe it. Spring is here! On time!" The mayor looked over at Twilight. "And we have you to thank for it. If it weren't for your organizing skills we would still be arguing."

"Ai-yup." Big Macintosh stated.

Everypony laughed, joyously.

"It was a team effort." Twilight said.

"And since you helped every team…" The mayor announced." We have an official vest for you. We give you the title, 'All-Team Organizer'!"

The vest had all three colors of the vest teams.

"Gosh, I don't even know what to say. Thank you everypony."

"And hereby I declare that winter is... wrapped up on time."

All of the ponies cheered.

"Spike's sure gonna be in for a hog-sized surprised when that last piece a' ice melts." Applejack chuckled pointing at a sleeping snoring Spike resting on a lone piece of ice with the checklist clipboard under his arms. The crowd laughed at the sight and were happy everything ended well at the end. When everypony went their seperate ways back home Spike prepares to write down what Twilight have learned with a robe around him and sitting on a rocking chair with a sick look on his face. He then sneezed a small flame of green fire out at the process. Charles sits next to him.

"Dear Princess Celestia,

Winter Wrap Up was one of the most special things I've ever been a part of here in Ponyville. It helped me to learn we all have hidden talents, and if we're patient and diligent, we're sure to find them, and as always, with good friendship and teamwork, ponies can accomplish anything.

Your faithful student,

Twilight Sparkle." Twilight told her lesson.

"How's that, Spike?" Twilight asked but got no response.

"Spike?" Twilight called again and both of the pony's turn to see Spike snoring asleep on the rocking chair exhausted from the hard work.

"Oh, Spike. [laughter]" Twilight chuckled.

"What did I say? A lazy reptile." Charles said joining in the laughter as they hope to enjoy a nice warm and gorgeous spring.

Notes:

(1) You probably thinking why Charles didn't beat up the bear when he woke it up is three reasons; one is in episode 6 Snips and Snails woke the Ursa Minor up well imagine that smaller doesn't have the constellation on it and during Winter, two is even though Charles strong he mostly use magic and it tradition for not to use magic Charles likes to not brake that, three it's funny.

Disclaimer: I own only the following: Charles.

Chapter 12: Call of the Cutie

On a nice sunny afternoon the school bell rings signaling to get to class. Each of the students were in their assigned seats with cutie marks on each of their flanks weather it be a daisy flower, a silver spoon, or a bow and arrow. Even the teacher has one and each appears when they discover their talents and livings. Some however take awhile to discover.

"Let's quiet down please. We have a very important lesson to get to." the teacher Miss Cherilee ordered. The class obeyed and silenced to hear what the teacher has to teach.

"Thank you. Today we are going to be talking about cutie marks." Cherilee flips a page on an art board stand to show different types of cutie mark symbols and pictures.

"Bo-ring [sigh]" a filly named Diamond Tiara sighed in boredom uninterested since she got her own. A curious Applebloom however was more than intriqued about the symbols and payed attention with a pencil in her mouth so she could write down her notes.

"You can all see my cutie mark, can't you? Like all ponies, I wasn't born with a cutie mark. My flank was blank." Cherilee flips the next page to show herself as a baby.

"Aww...! She's so precious!" a filly with big purple glasses named Twist cooed with a lisp.

"Then one day, when I was about your age, I woke up to find that a cutie mark had appeared." Cherilee flips another page to show her in a 80's disco like outfit this time with her cutie mark in it and braces showing on her teeth also with a very fuzzy mane and tail unlike her appearance now.

"Look at her hair!" one of the classmates pointed and the whole class laughed at the picture.

"Yes I know, but honestly, that's how everypony was wearing their mane back then. I had decided to become a teacher, and the flowers symbolized my hope that I could help my future students bloom if I nurture them with knowledge. The smiles represented the cheer I hope to bring to my little ponies while they were learning. Now, can anyone tell me when a pony gets his or her cutie mark?" Cherilee asked. Twist raised her hoof waving it impatiently.

"Oh! Oh! Oh! When she discovers that certain something that makes her special!" Twist explained.

"That's right, Twist. A cutie mark appears on a pony's flank when he or she finds that certain something that makes them different from every other pony. Discovering what makes you unique isn't something-" while Cherilee teaches Applebloom writes down her notes about what she is learning about cutie marks. She then heard a pssting sound and looked around to see if anyone called her but ignored it and went back to her notes. Then Diamond Tiara comes closer and pssts her. Applebloom ignores her but Tiara does it again this time louder.

"What?" Applebloom asked in frustration turning her attention to Tiara. She then gave out a note in her mouth gesturing to take it. Applebloom looked to her left and sees Silver Spoon Diamond Tiara's best friend gesturing her hoof to pass it over. She didn't want to do it at first but as soon as she grabs it Cherilee didn't take long to notice it.

"Apple Bloom! Are you passing a note?" Cherilee asked sharply.

"Uh I... Um..." Applebloom stuttered to find an answer as she dropped the scrap of paper and Cherilee approaches.

"What could be so important that it couldn't wait until after class?" Cherilee looked down and gasped in surprise and confusion at the paper.

"It's blank." Cherilee said in surprise. Diamond Tiara then started laughing which Applebloom did not find amusing.

"Remind you of anypony? [laughter]" Tiara asked. Applebloom then realized what she meant as she looked at her flank which had nothing but blank on it. Not a cutie mark rested there. The class began laughing along with Tiara and Applebloom cowers in embarrassment unable to take the humiliation of being one of the only blank flanks in the whole school.

Later the afternoon the bell rings signaling that school is over. The fillies began running out of the school happy that the day is finally over except for Applebloom who mopes still embarrassed by the event that happened earlier.

"Want some sweets? I've got some peppermint sticks. I made them myself." Twist offered kindly note that she too is also a blank flank.

Bloom just shook her head. "Mmm-mmm."

Twist continued to coax her as they both stopped. "They'll make you smile."

"No."

She looked back the way she came and saw Diamond and Silver walking along.

"I don't know why we had to sit through a lecture about getting a cutie mark.", Diamond complained. "I mean, waiting for your cutie mark is so last week." They have pulled even with Bloom and Twist and Silver waggled her rump smugly for Bloom to glare at. "You've got yours…" She showed off hers for "…I just got mine." They then walked past… "We all have them already." …before gasping and doubling back. "I mean, almost all of us have them already." The bespectacled white filly glowered silently at the showoff, who circled around with Silver. "Don't worry, you two. You're still totally invited to my cute-ceañera this weekend."

"It's going to be amazing.", Silver said.

"It's a party celebrating me and my fantastic cutie mark. How could it not be?"

The two the proceeded to do a special shake. "Bump," They tapped one front hoof together—Diamond's right, Silver's left—while standing on the opposite hind leg. "Bump," Then, they stood on both hind legs and tapped both front hooves together. "Sugar lump—" Diamond's left hock and Silver's right one touched. "—Rump!" They finished by putting their rumps together so that their cutie marks were framed next to each other.

Their giggles contrasted markedly with Bloom's disgusted expression. "Gimme a break.", she grumbled under her breath as Diamond and Silver walked off.

"See you this weekend…", Silver called, then she and Diamond giggled, "…blank-flanks!" There came more derisive laughter, leaving the pair discomfited.

Bloom returns to her home Sweet Apple Acres trotting back and forth in anger and dissapointment while her older sister Applejack works on collecting applesand putting them into buckets

"It's not fair! It's just not fair!" Applebloom complained frustratedly.

"Don't get your mane in a tangle. You'll get your cutie mark. Everypony gets one eventually." Applejack assured.

"But I don't want one eventually! I want one right now! I can't go to Diamond Tiara's cute-ceañera without one, I just can't!" Applebloom cried.

"'Course you can. Y'know, I was the last pony in my class to get my cutie mark, and I couldn't be prouder of it. I know my future was to run Sweet Apple Acres, and these bright shiny apples sealed the deal. [gasp] Come to think of it, Granny Smith was the last one in her class, too. Huh, same as Big Macintosh." Applejack pointed out.

"I really don't see how that's supposed to make me feel better. It probably means that being the last one in your class to get a cutie mark runs in the family. ...runs in the family. Runs in the family! Runs in the family! You've got apples for your cutie mark, Granny Smith has an apple pie, Big Macintosh has an apple half, my unique talent must has som'n to do with apples! Apples, apples, apples!" Bloom started hopping in excitement until she accidentally landed on a bucket of apples and makes a mess of scattered apples on the ground.

"Oops... apples." Bloom muttered sheepishly. As soon as Applejack gathered enough apples to sell at town she agreed to let Bloom help out as they have their own selling cart near Sugarcube Corner.

She and Apple Bloom each wore a white apron. While the latter had an apple balanced on her head, the former was calling out to the crowd.

"Get your delicious, nutritious apples here!"

"Delicious and nutritious, and so many uses!", Bloom advertized. With a toss of her head, she flipped the apple upward, caught it in her mouth, and started chewing. "You can eat 'em…" She then addressed Golden Harvest and Shoeshine. "…play with 'em…"

Grabbing another one from the nearest tub in her teeth, she threw it into the air and smacked it with a tennis racquet, which wound up a sopping, pulpy mess.

A distant crash came later and a voice yelled, "Hey! Watch it!"

A third apple went airborne and before it landed, Bloom kicked it backward. "…create fine art for your home with 'em…" Ponet, who was about to start painting a picture, had his creativity rudely interrupted when the apple splattered against his canvas. He caught some of the mess on his nose and glared at Bloom when she zipped over. "…you'd have to be crazy not to get a bushel of your very own!"

"Or if you're a carrot farmer.", Shoeshine mumbled, turning to the orange mare.

"Right.", Carrot Top agreed with a slight bitter look as she saw Applejack pull her little sister back by the bow. From her experience, carrots turned bitter when stored with apples. She fancied herself as a rival to Apple family, even though she doesn't earn as much as them. In fact, her farm, Golden Harvests, which she runs together with her father, was a fair distance from theirs.

Applejack laughed apologetically to the crowd. "She's so creative.", she said.

Another light brown colt passes by and Bloom didn't hesitate to try and convince him to buy some of her product.

"Care to buy some apples?"

"Uh, no, thanks."

Bloom popped out from a produce cart to cut him off again. "Why not?"

The Stallion began to back away nervously. "I have plenty at home." He then suddenly bumped into something and he turned around to see Bloom there.

"Are you sure?"

The Stallion walked forward. "Yes, I'm pretty sure." She cut him off yet again and slowly backed him up toward the apple cart.

"You're pretty sure, but you're not absolutely, positively, completely, super-duper sure, are you?"

The Stallion was beginning to sweat buckets before this onslaught. "Uh, if I buy some apples, will you please leave me alone?"

Bloom brightened instantly. "All right!"

After a quick bit of fishing around, he produced several coins, threw them into Applejack's apron pocket, then bolted away with an apple in his teeth.

"You forgot your change!" Applejack called after him.

"Woo-hoo!", Bloom whooped. "That's how you sell some apples and get a cutie mark!" These last words puzzled her older sister a fair bit. She turned to see her circling in place, her head cocked back over her shoulder to see if any new decorations have popped up farther back.

"So, what does my cutie mark look like? A shoppin' bag full of apples? A satisfied customer eating an apple?" She stopped after a while, noticing the area to be still blank, and crossed to Berry Punch, who was looking over a tub of apples placed on the ground. "Hmmm…maybe I gotta increase my sales figures first." She looked Berry dead in the eye. "You touch it, you buy it! We take cash or credit."

This declaration came with enough force to push the prospective customer back in a fright. Applejack stepped in, "I'm sorry, ma'am." But the mare already bailed out. "Ma'am!" With a frustrated little sigh, she turned around. "Now, Apple Bloom, you can't just—"

On the end of this, Bloom was emptying a tub of apples into a saddlebag worn by Bon Bon. "That'll be four bits."

The mare glared down at her. "I didn't put those in my bag!"

"Likely story. Four bits, lady!"

Applejack shoved a hoof over her sister's mouth. "Apple Bloom!" She turned to Bon Bon. "I am really, really sorry 'bout that. She's new." She dumped in several apples on the saddlebag not stuffed with apples. "Here. Take these. No charge." Applejack pointed to another load. "And these." Those go in, but Bon Bon still didn't seem satisfied—so Applejack pulled out another tub. "And these."

Applejack called after Bon Bon, "Y'all come back now, you hear?"

Applejack's cart entire inventory was now gone. Apple Bloom was looking at her sister as if not know what she did wrong.

"What?"

"Sorry, little sis, but your apple-sellin' days are over!" Applejack then pulled at Bloom's apron in her teeth and took it off.

"What?! But how else am I gonna get my cutie mark?", she argued as she yanked it back.

"Home!" The older sister stamped a hoof. "Now!" The failed salesfilly spat the apron away with a pout and whine and Applejack gave a sigh. "Listen, sugarcube. I know it's hard to wait for your very own cutie mark, but you just can't force it. Besides, you're not that grown-up just yet. Ain't there other fillies in your class without one?"

"Well…Twist doesn't have hers yet."

"Do you think you'd feel better if you went to the party with her?", Applejack asked.

Bloom gave a smile. "Mmm-hmm."

"Well, there you go! Bet you and Twist. Now run along and find your friend."

Bloom started to hurry off just then, the yellow filly stopped. "You're sure you don't want me to stick around 'til the end of the market?"

"Hey! Who's been usin' my racquet?", a male voice called out. The two turned and observed with worry an earth pony stallion with a light tan coat, dark blue eyes, dark brown hair with mustache and sideburns, a red headband that held his mane back, a blue/white sweatband on one foreleg, yellow-white shorts that hid his tennis ball cutie mark, and prominent tufts of hair on his chest. As it was, he was the owner of the tennis racquet Bloom used a couple of minutes ago and he was not amused.

Applejack answered her sister, "Yeah. I'm sure."

A while later…

Bloom comes to the herb/flower shop which was tended to by Daisy, Rose, and Lily, but they weren't around right now. Bloom trotted to the front door and knocked. Its top half opened and Twist looked out, noticing her classmate after a moment.

"Oh. What's up, Apple Bloom?"

Bloom was occasionally glancing back at her rump as she spoke. "So I was thinkin', maybe we could go to Diamond Tiara's cute-ceañera together. I don't have a cutie mark, you don't have a cutie mark."

Twist was uneasy at this. "Well, um…" She ducked down and hit the latch on the door's lower half. It swung open to expose two things: a suddenly self-satisfied grin, and a mint-condition cutie mark of two crossed candy canes. Bloom stared pop-eyed with a gasp as Twist brightened considerably as she walked past. "Isn't my cutie mark swell? I've always loved making my own savory sweets, but it took me some time to discover that it was my super-special talent. Pretty sweet, huh?"

If Bloom's spirits were low before, they were now perhaps five feet beneath her hooves as she sat on her rump in front of the shop door. "Yeah. Pretty…sweet."

Twist tried to console her friend. "Hey, this doesn't mean we can't go to the cute-ceañera together." It was at that moment that Diamond Tiara and Silver Spoon crossed behind her. "You're still gonna come to the party, aren't you?"

"Of course she will.", said the pink earth pony filly.

"It's not like being the only pony there without a cutie mark will be, like…" Silver made a contemptuous laugh. "…the most embarrassing thing ever."

Those last five words caused the little filly's cheeks to burn red with shame, and she bit her lower lip to keep from crying as the stuck-up pair's nasty laughter drifted over.

Elsewhere…

Apple Bloom sat glumly by a well amid a cluster of houses in Ponyville, depressed that she is now the only filly in her whole school and town to have a blank flank. Just then, Rainbow Dash poked her head into view from above.

"Whoa.", the pegasus said. "Looks like somepony's got a dark cloud hanging over her head." Indeed, there was a dark cloud directly overhead—a sizable one, to be exact. "Let me do something about that." Rainbow bulldozed it away and descended to the ground. "What's the matter, kid?"

Bloom stood up, sucked in a huge breath, and started to spill her guts, not literally thankfully. "There's a cute-ceañera this afternoon and everypony in my class'll be there and they'll all have their cutie marks and I wanna get my cutie mark but I'm no good at sellin' apples but I really wanna go to the party but how can I go to the party if I don't have my cutie mark which my big sister says I'm gonna get eventually but…" She then went into full whine mode. "…I WANT IT NOOOWWW!"

The pegasus did not even skip a beat in the face of this phonetic onslaught. "Cutie mark? I can get you a cutie mark like that!" At the end of this, she snapped her tail out straight and revealed her own.

"Applejack says these things take time. I have to just wait for it to happen."

"Why wait for something to happen when you can make it happen?"

"But…Applejack says that…"

"Hey, who are you gonna listen to? Applejack, or the pony who was first in her class to get a cutie mark?"

"I always liked flying and all, but I was going nowhere in a hurry. It wasn't until my very first race that I discovered a serious need for speed. And ka-zam!" She showed off her flank and went into a crouch. "This sweet baby appeared as fast as lightning." She then took off, leaving a certain yellow filly to gaze up in admiration.

A while later…

Bloom now wearing a headband with her bow, did push-ups in the grass while Rainbow hovered behind her, having put on a headband and hung a whistle around her neck.

"That's right!", the pegasus was saying. "Stretch out those legs! Gotta be nice and loose! The key here is to try as many things as possible, as quickly as possible. One of 'em is bound to lead to your cutie mark. Are you ready?"

Bloom straightened up and replied, "I'm ready!"

"I said, are you ready?!"

Bloom reared up. "I'm ready!"

"Juggling! Go!"

There was a blow of the whistle, as Bloom stood on one hind leg, juggling several balls from a nearby basket. She did well for a few seconds before losing her balance and belly-flopping into the grass, the balls bouncing off her head and back.

At the end of a cliff…

"Hang gliding! Go!"

Another whistle and Bloom—now sporting an old-style aviator's leather helmet and goggles—started into a sprint with a glider on her back. After several dozen yards however, she tripped and started to tumble head over tail. "Whoa!" She slid to an upside-down stop just short of the cliff, with one corner of the glider hanging over the edge and Rainbow throwing her a slightly disgusted look.

After a lot of failed attempts…

"Karate! Go!"

They were now in a karate dojo, with Rainbow clad in a martial-arts training uniform—and a black belt (unsurprisingly) to boot—and Bloom similarly clad, and without the headband, but with a white belt (naturally).

At the sound of the whistle, Bloom took off with a flying kick, yelling out something appropriate for the martial art. One rear hoof connected squarely with a heavy bag, but it did not move; instead, Bloom's face instantly froze into an expression of incredible silent pain. She hung motionless for a second before thudding to the floor.

In a meadow…

"Kite flying! Go!"

Having ditched their uniforms, and with Bloom back in her blue headband, the latter stood with a with a kite made of leaves lying behind her, its spool of line in her teeth. The two blue older ponies watched from a safe distance.

At the sound of the whistle, The earth pony filly began to gallop, letting the line play out as the kite started to gain altitude. All too soon, though, it took a few deranged loops before nose-diving straight to the ground. The novice kite-flyer watched wide-eyed as all the leaves crumpled off the branch framework.

"Ultra Pony Roller Derby! Go!"

Rainbow stood on a small table on the infield of a roller rink. As the whistle sounded once more, they watched a crash-helmeted Bloom scramble by on skates with three tough-looking fillies in pursuit. She looked fearfully back just in time to see them growl at her, then pitched forward with a scream and tumbled out of control. The other three slammed on the brakes, but too late. There was a collision and the four skaters now lay in a semiconscious tangle at one corner of the rink. Bloom recovered quick, extricated herself, and rolled slowly away, red-faced and grinning as best she can.

Later…

After a lot more activities, the two were now lounging under a tree that was a few feet from Carousel Boutique. While Rainbow was consulting a checklist.

"Tried that one…tried that one…tried that one…", the pegasus say. Just then, the sound of young laughter caught Bloom's attention. Diamond Tiara and Silver Spoon where walking past, the former having a large, wrapped box on her back.

"Your new outfit is like, perfect for the party.", Silver said as Bloom gasped in fright and dove behind a bush.

"I know. It totally shows off my new cutie mark.", Diamond replied as they walked past the tree where she was resting.

"I love being special."

"Can you imagine how embarrassing it must be to be…not special? "

Silver sighed with contempt. "I don't even want to, like, think about it."

Then, as Rainbow continued to check the list, Bloom climbed out of the bush and lamented, "I'm doomed! Doomed! I'll never find somethin' I'm good at!" She then dropped her head with a pathetic little whimper before Pinkie Pie poked in.

"You look like you'd be good at eating cupcakes.", Pinkie suggested.

Bloom gave a smile. "Eatin' cupcakes?"

Rainbow was a mite confused, "Eating cupcakes?"

Pinkie jumped in place and replied in a sing-song manner, "Eating cupcakes!"

As she then hopped away, Bloom turned to the polychromatic-haired pegasus. "I really appreciate all your help, Rainbow Dash." She then slowly backed off "You're a really great coach and I've really learned a lot from you, and I'm sure I could learn a lot more, but…I've got some cupcakes to eat!" She then dashed after Pinkie. "See you at the cute-ceañera! Hold on, Pinkie Pie! I'm comin'!"

As soon as the two made it to the bakery Pinkie prepares to make cupcakes.

"I can't believe I didn't think of this. A cupcake-eating cutie mark, it's sooo obvious. Now, where are those cupcakes? I'm ready t' chow down!" Bloom said excitingly while looking through the cabinets and oven.

"I don't have any cupcakes.", Pinkie said.

"Oh."

Pinkie then gasped sharply as she then went and plunked a chef's hat on Bloom's head. "But you look like you'd be good at helping me make some!"

Bloom sounded uncertain as a light mandolin/tambourine melody began to play. Fast 4, D major. "I guess a "making-cupcakes" cutie mark could work too."

Now Playing: Cupcake Song

All you have to do is take a cup of flour!

Add it to the mix!

Now just take a little something sweet, not sour!

A bit of salt, just a pinch!

Baking these treats is such a cinch!

Add a teaspoon of vanilla!

Add a little more, and you count to four,

And you never get your fill of...

Cupcakes! So sweet and tasty!

Cupcakes! Don't be too hasty!

Cupcakes! Cupcakes, cupcakes, CUPCAKES!

End Song

The kitchen soon becomes a total mess after multiple tries on baking batches of cupcakes. So far each one has been a failure. As the mixer makes a mess of the thickened flour Bloom heads to the oven to get out a finished batch of cupcakes. She then accidentally bumps into a bag of flour and makes a cloudy mess making her cough in the process. As the flour cleared she grabs a mit with her mouth and grabs the tray of burnt cupcakes which was too hot for her to handle.

"Hot, hot, hot!" Bloom shouted in pain and drops the tray sticking her tongue out.

"Oooh, those look much better than the last batch. [chomp] Mmm..." Pinkie started eating the burnt cupcakes and Bloom took a piece to see how she did. After she tasted it she quickly spat it out seeing that another attempt was unsuccessful.

"Ugh! I guess I'm not cut out to be a baker either. [sigh] I just have to face it, I'm gonna have a blank flank forever." Bloom cried in sadness lowering her head.

"What about that?" Pinkie pointed at her flank.

"What about what? Is there something on my flank? Is there, is there, is there?" Bloom asked in excitement spinning around so she can try to see her flank. She sees a bowl and looks at the reflection which shows many images of different cutie marks through a smudge of flour.

"A cutie mark! It's a... a measuring cup? No. A mixin' bowl? No... Are those cupcakes? A tower of cupcakes maybe." Bloom pointed out. Pinkie came over and blowed off the flour from her flank.

"Flour. It's flour! Yay! I guessed it. What game you wanna play next? Please say bingo, please say bingo." Pinkie pleaded cheerfully while Bloom lowers her head in shame.

"Whoa!" They all turned to see Twilight Sparkle and Charles d'Artagnan at the kitchen door. "What's been going on in here?"

Pinkie slid over to her, with a tray of burned cupcakes on her head. "We've been making cupcakes. Want to try one?"

"No, thank you. Not that they don't look…" The unicorn mare forced a grin. "…delicious." Charles "pfft"ed in response.

"Twilight! Charles!", Bloom cried out. "You have to help me!"

"What's the matter?" both unicorns asked.

For the second time, the little pony got a good lungful of air to explain her problem.

"Tiara's cute-ceañera's today and everypony in my class will be there and they all have cutie marks and I want to get my cutie mark but I'm no good at selling apples or hang-gliding or making cupcakes, but I wanna go to the party but how can I go to the party if I don't have my cutie mark, which Pinkie Pie says I can't just make appear, but I need it to appear, RIIIGHT NOW!", Bloom finished.

Like Rainbow, Twilight and Charles had managed to hold their ground and their composure. "Uh…I don't follow. How can we help you?" Twilight asked confusingly."You can use your magic to make my cutie mark appear!"

"Oh, no, Apple Bloom. A cutie mark is something that a pony has to discover for herself."

"Please, Twilight. Just try."

"I'm sorry, but—"

Bloom started to fidget, grabbing Twilight's chest. "Oh, please, please, please, please, please!"

Left with no choice, Twilight conceded, "All right, all right!"

Bloom backed up. "Oh, thank you, thank you, thank you!"

The multi-talented unicorn then fired up her horn and hit the right spot with a blast. A cart filled with apples appeared. "YES! I knew you could do…" Her tone changed as she saw it vanish. "…it."

"I'm sorry, sweetie. But I told you—"

"Try again, try again!"

With the classic sigh that was the precursor of an "I told you so", Twilight followed orders. This time, she conjured up a kite mark, which also faded out. This was followed by three cupcakes, a teddy bear, a tricycle, and so on. Bloom was gradually showing increasing dejection as flash after flash hit her with increasing speed. The final failed attempt was a trio of footballs, after which she voiced a little gasp and Twilight lifted her head clear.

"Told you that not even magic can make a cutie mark appear before its time."

Suddenly, Charles had an idea as he lighted up. "Oh wait! There is another way!"

"Really?!", asked the two females.

"But you'll eventually have to try and actually live up to it or explain why it has changed after you really get your cutie mark."

"Why?", Bloom wanted to know.

"Two words. Flank stickers."

At this, Twilight frowned. "Those things?"

"Uh-huh. Along with some hair dye, special body paint, and even fake eyelashes, I use flank stickers to disguise myself when shrouding myself in clothes isn't enough."

"May I see one?", Bloom asked. "Please, please, please!"

"Unfortunately, I don't have any." This set Bloom's spirits down.

"Then why did you even bring it up if you don't have them?", Twilight scolded.

"It was only until all this cutie mark-thing did I remember them. And that I'll need to get more from the Canterlot black market."

"You go to the black market?!"

"Sometimes. I keep away from the very shady ones though."

"It's hopeless. Hopeless!", Bloom lamented, interrupting their argument as she walked slowly to the shop floor, Charles following her. "I just won't go to the party. I can't go! Everyone will just laugh at me and make fun of me and call me names. It will be the worst night of my life."

"I'm sure it won't be as bad as all that.", Twilight assured, putting her argument with Charles behind her for the moment.

"I'm sure it will be now that you said that.", her bodyguard snarked.

"Forget it.", said Bloom. "There's no way I'm goin' to that…" She stopped short upon seeing the shop floor filled with mares and fillies, presents and sweets stacked up on the tables, and the whole place tricked out for a soiree. She gave a hard gulp. "…party?"

Charles took the time to analyze his surroundings after remembering the event taking place here. He heard music and happy chatter. He then heard the sound of somepony spitting out something, then turned to see that one of them had tried Apple Bloom's failed cupcakes. He turned another way and saw Diamond Tiara strutting her stuff, wearing an outfit that consisting of a white-polka-dotted pink saddle with blue and pink edging and a frilly white collar, which ironically covered her cutie mark. Silver Spoon, who was alongside, wore a pink/blue saddle with yellow/light-green edging and a blue collar accentuated by a yellow flower. He could even see Twist getting into the spirit, leaving Bloom to sit by a chocolate filly sculpture, which she hid behind.

"How could I have forgotten the time?", she lamented as Charles stood right next. "How could I have forgotten Pinkie Pie was hostin' the party? How could I have forgotten it was at Sugarcube Corner?"

Pinkie popped in and set a party hat on their heads. "Don't forget your party hat…Forgetty Forgetterson!" She then hopped away as Bloom took off her hat.

The yellow filly then zipped from a sculpture to hide behind a cake. "I have to get out of here before anypony sees me."

As a couple of late arrivals strolled in, Snails walked over to the cake and took a huge bite, making a big enough hole to leave Bloom in view…as well as get a reprimand from Diamond.

"Hey!", she yelled as she get into his face. "It's my cute-ceañera! I'm supposed to get the first bite of cake!"

The yellow filly took advantage of the distraction to get away from the table and onto another one, with Charles providing himself as cover. Next, she dove behind a bunch of balloons, but then a dancing Pokey Pierce started to pop them with his horn. She quickly made a break for it and began to work her way in between tables and guests, eventually reaching one with punch bowl.

"Okay, Apple Bloom.", she told herself as she saw the open exit door ahead. "Almost there." Lifting the table on her back, she tiptoed gingerly down the home stretch, stopping twice so as not to draw attention while Charles walked with it. On the second stop, he greeted Berry Punch, who looked around and ignored him before slurping directly from the bowl, ignoring the provided cups.

Charles could only give a confused look as the table soon moved again and approached the doormat. Bloom then emerged and happily headed out, with Charles following, only for them to run flat into Applejack.

"Apple Bloom! You made it!", she cheered as she walked in, pushing Bloom back, forcing Charles to follow. "After I heard about Twist, I was afraid you wouldn't show up. Sure am glad you came to your senses about this whole cutie mark thing." All the while, she hasn't noticed her sister's profuse sweating and scrabbling to get past her and out the door. "These things happen when these things are supposed to happen. Tryin' to rush it'll just drive you crazy." She finally stopped. "I'll let you be. Looks like your friends want to talk to you."

"Which friends?", asked Charles as she and he walked off, then turned to see Diamond and Silver, who were clearly relishing the moment. Charles then turned to the farmpony and said, "Seriously? You think those two are her friends?"

"Why wouldn't they be?", Applejack asked as her little sister yanked the cloth off another table holding a punch bowl, then knot it into a makeshift dress.

"Listen to the conversation carefully." He turned his and her head to the three earth pony fillies as they began to converse. "Observe the tone of the voices of your sister's 'friends'. Do they sound even the slightest bit friendly to you? Hmm?" He made sure to say his words slow and clear to make certain he's got the message across.

"Are they that different from those in Canterlot and all those other places you've been?"

"Very."

Just then, they saw Bloom saunter away from whom Applejack called her friends, only to have her "dress" get snagged on one of the nails of the floorboards, After a moment's straining against the snag, she ripped free of it and toppled forward headfirst. Instead of going out the door, though, she banged into a table next to it that held a manually-cranked phonograph. The loud scratch of the needle being knocked off the record elicited a gasp from the rest of the crowd, followed by stunned silence as a smirking Diamond and Silver zip over as they saw Bloom's blank hide, out there for all to see.

The two "friends" began to laugh as Bloom pulled a face that showed that she was screwed.

"Oh, wow, that is an amazing cutie mark.", Silver mocked before laughing again.

"Nice try…", teased Diamond before being joined in by her friend. "…blank flank!"

As she found herself on the receiving end of more mockery and a soft chant of "blank flank", Charles gave an "What did I tell you?" look at Applejack.

Suddenly, a brash young female voice spoke up. "You got a problem with blank flanks?", it said.

There were stunned gasps from the entire crowd, two of whom backed away to expose a pair of fillies hiding under a table behind them.

The speaker was an orange pegasus with a deep pink, unruly mane/tail and vivid violet eyes. Her companion was a unicorn, nearly the same gray-tinged white color as Rarity, light green eyes and a curly mane/tail in pastel pink and violet. Both were roughly Bloom's age.

"I said, you got a problem with blank flanks?", repeated the pegasus filly.

"The problem is, I mean, she's, like, totally not special.", Silver replied.

The unicorn filly's voice carried a higher pitch than her companion, but her vexation gave it the same edge. "No…" The two then trotted to stand in so that Bloom was now in between them. "…it means she's full of potential."

"It means she could be great at anything.", said the pegasus. "The possibilities are, like, endless." The last words were said mockingly in valley girl style.

For some reason, Charles could see the crowd was dumbstruck. "She could be a great scientist, or an amazing artist, or a famous writer. She could even be Mayor of Ponyville someday!"

"And she's not stuck being stuck-up like you two." Said two took this very badly, but the rest of the bunch got a good laugh out of it.

"Hey! This is my party.", retorted Diamond. "Why are you two on her side?

"Because…" The two then presented their profiles, rump to rump, revealing themselves as "blank-flanks" as well.

Bloom gasped at the sight—or lack of one, in this case. "You don't have your cutie marks either? I thought I was the only one!"

"We thought we were the only two.", said the pegasus as Charles then saw Twilight walk up.

"I, for one, think you are three very lucky fillies.", his charge said.

"Lucky?", Diamond gasped in a disrespectful manner as Silver let her tongue hang out in disgust. "How can they be lucky?"

Twilight gave a mild look of disgust, then game a smile. "They still get to experience the thrill of discovering who they are, and what they're meant to be."

Applejack then walked over, accompanied by Charles. "And they've got all the time in the world to figure it out, not just an afternoon."

"And you better watch your tongue.", the bodyguard stated as he gave a stern look. "You do know who you're taking to, right?" He raised an eyebrow at the end of this. Already, Bloom found herself the center of attention from several others in her age group.

"Wow, Apple Bloom! I wish I could be a scientist.", one said.

"Do you really think you could be Mayor?", said another.

"Maybe I got my cutie mark too soon.", spoke a third.

It then soon became prevalent that the focus of the crowd has shifted away from Diamond and onto the trio. The two fillies with the overstuffed egos found themselves standing alone with Charles still staring down at them.

"Hey, what's everypony doing?", Diamond was complaining, looking past the mare-faced stallion. "This is my party. Everypony's supposed to be paying attention to me!"

"Whatever.", Silver said, trying to save face, and apparently ignoring Charles in front of them "We still think you're losers—right, Diamond Tiara?" She then started into their special shake routine from before, but quickly lost steam as she noticed that Diamond was having no part of it. "Bump, bump, sugar…lump…"

"Not now, Silver Spoon."

"You do know I'm standing right here, right?", Charles said, but they ignored him and clomped away. "Huh… why do some ponies do that sometimes with me around?"

He turned back to the trio of blank-flanks. "Name's Scootaloo.", he heard the pegasus introduce herself.

"And I'm Sweetie Belle.", said the unicorn.

"Apple Bloom.", the yellow earth pony filly stated.

Charles turned a while to see Diamond and Silver now up on the stairs and watching the proceedings with no enjoyment whatsoever while The music and the festivities resume.

"This song is so super!", Twist was saying as she jumped up and down.

Charles grumbled as he 'picked up' a cup and got some punch, watching the other guests enjoy themselves. As he eyes his two friends clinking cups of punch held in their teeth and drink a toast, he grumbled again from the farmpony's obliviousness to the fact that Diamond Tiara and Silver Spoon were bullies.

He then walked over to the table where the three new friends were gathered, bypassing Snails taking a bite of a properly prepared cupcake.

"So I was thinkin'.", Bloom was saying as the stallion stood behind them in a watchful manner. "Now that we're friends…I mean, we are friends, right?"

"How could we not be? We're totally alike.", said Scootaloo, seemingly cool with the adult pony in their view. "We don't have cutie marks, Diamond Tiara and Silver Spoon drive us crazy—"

"Totally crazy!", Sweetie corrected and they all laughed at the end of that.

"Well, now that we're friends, what if the three of us work together to find out who we are and what we're supposed to be?"

"Ooh, ooh! We could form our own secret society!", Sweetie suggested.

Secret society, my flank., Charles thought to himself. More like a simple group and nothing else.

"I'm liking this idea!", Scootaloo agreed.

"A secret society! Yeah!", Bloom was game for this. "We'll need a name for it, though."

"The Cutie Mark Three?", suggested Scootaloo.

"The Cute-tastically Fantastics?" Sweetie.

"How about…the Cutie Mark Crusaders?" Bloom.

Scootaloo agreed with this. "It's perfect!"

So did Sweetie. "This is gonna be so great!"

"We're gonna be unstoppable!", Bloom said.

Using her nose, Scootaloo retrieved a cupcake from the nearest counter and deposited it on the table. "What do you say we celebrate with some of these delicious cupcakes?" Before she could dig in though, Bloom hurriedly stopped her from doing so.

"Not the cupcakes! Trust me."

"Seriously.", agreed Charles. "She tried baking some an hour ago. The results were…something only Pinkie Pie can appreciate."

"Let's see if there are any cookies!", Sweetie suggested two seconds after he was done talking.

Bloom agreed, "Yeah!"

And so did Scootaloo. "Come on!"

As they headed across the room, Charles stood as watched as the newly minted Crusaders had their fun. Scootaloo had a cookie in her teeth and flipped it upward, intending to catch it upon landing, only for it to land on her forehead and break. The other two laughed at the sight, and she shakes herself clean and offered a sheepish smile.

As they began to dance around, soon joined by Twist, the mare-faced stallion thought, This'll make for a good friendship report. I better tell Twilight later.

"Dearest Princess Celestia: I am happy to report that one of your youngest subjects has learned a valuable lesson about friendship. Sometimes, the thing you think will cause you to lose friends and feel left out can actually be the thing that helps you make your closest friends and realize how special you are."

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 13: Fall Weather Friends

Daytime at Sweet Apple Acres…

For some reason one day, Charles was somehow strong-armed by Rainbow Dash into playing horseshoe toss with her and Applejack. The three of them were at the throwing line and the pegasus was first to go. Rainbow picked her cyan horseshoe up with her teeth, then tossed it at the horseshoes court ahead, where the stake was driven in. When the shoe landed close to the stake, the pegasus somersaulted in the air.

"Woo-hoo!"

"Hoo-wee! Not a bad pitch for a pony who works with her head in the clouds.", Applejack remarked as Charles 'picked up' a red shoe, then 'set' it on his horn. Being a unicorn, a handicap was set on him for this game; no using of magic.

"Oh, yeah? Think you can do better, cowgirl?", Rainbow retorted as the unicorn moved his head so that the shoe began to spin in his horn, then he let loose. The shoe bounced once before landing just short of Rainbow’s throw.

"I know I can." A tap of Applejack's hoof flipped a yellow shoe up from the ground; catching it in her teeth, she let fly. It landed well short of the previous two throws. "Oh, for Pete’s sake!"

"Hah! Looks like this pegasus can pitch better than the workhorse." On the end of this, Rainbow fliped Applejack’s hat forward from the back to cover her eyes. "The object of the game is to get the closest to the stake."

Applejack settled her hat back. "All right, all right." She then fliped a shoe onto Rainbow’s nose. "You got another throw there, pony girl." The pegasus's second throw sailed over the stake and into the grass far ahead.

"Wow, Rainbow. Heh. You couldn’t hit a barn door with that kind of a throw."

"Yeah, yeah." Rainbow kicked the last yellow shoe to Applejack. "I still have the closest throw, Apple Snack. Just try and beat it."

"Not yet.", Charles reminded as he 'set' his last red shoe on his horn, then used his head to hurl it. His shoe landed just past the stake and hit the border of the horseshoes court. "Darn. Your turn."

The blond farmer got the shoe in her teeth, focused for a bit, then blew out her breath and let fly with a nervous face, the shoe’s shadow tracing its path toward the goal. Her throw clattered down the stake neatly.

Applejack reared up briefly. "Yee-haa! It’s a ringer! That’s how we do it down here on the farm."

Rainbow was stunned at this and softly muttered, "I lost."

As for Charles, he just shrugged. "Guess we can't win 'em all. I think I would've been less accurate if I used magic to throw."

"Ah, don’t feel bad, Rainbow. It’s all in good fun.", Applejack said.

"I hate losing."

"Besides, you’re a mighty good athlete. I’m just better." The farmpony trotted off chuckling, but Rainbow recovered herself and flew to catch up, Charles following.

"All right, Applejack. You think you’re the top athlete in all of Ponyville?" The three of them stopped.

"Well, I was gonna say “in all of Equestria,” but—" She dusted Rainbow’s face with her tail. "—that might be gildin’ the lily." She then trotted off.

"And I think I’m the top athlete. So let’s prove it."

Applejack leaned back. "Prove what?"

"I challenge you to an Iron Pony competition." Applejack began to think this over. "A series of athletic contests to decide who’s the best, once and for all."

"You know what, Rainbow? You’re on."

Both spat on a front hoof, slapped them together, and then brought their heads down to stare each other dead in the face. A second later, they both turned to look at the only unicorn around. He noticed this. "What?"

"Say, why don't you join in as well?", asked the pegasus.

"Me? I know I'm quite athletic myself for a unicorn, but I know I still pale in comparison to the two of you. In fact, Rarity throws a better right hook than I do." He reared up for a while and swung a hoof to demonstrate, then got down on fours again.

"Well, I guess we can allow you to use some magic, but no telekinesis or any of those other fancy spells."

"Oh alright!"

"Yeah.", said Applejack.

"All right. I'm in." He then spit on his hoof, then the three of them did a three-way hoof-bump. "By the way, just what are the events? We're gonna need to do some organizing, and I don't think the eight of us will be enough." By "eight", he meant the three of them, Twilight Sparkle, Spike, Pinkie Pie, Rarity, and Fluttershy.

"True. Who're you thinking of bringing in?"

"I don't know anything about the Iron Pony competition except that it is an athletic event, so somepony's gonna have to fill me in."

At that, Rainbow went up close and wrapped a foreleg around him. "Allow me to explain…"

The next day…

At the Sweet Apple Acres orchards, Twilight Sparkle (with Spike on her back) and Applejack watched Rainbow Dash do squats and stretches to limber up. Charles was doing similar exercises right next.

"So you three are doing what now?", Twilight asked.

"An Iron—", Applejack spoke up before the pegasus interrupted her.

"—Iron Pony competition.

"See, we’ve set up a bunch of events to decide which one of us is—"

"—the most athletic pony ever!"

"And I’m here to…?", Twilight said as Rainbow stopped stretching.

"Uh…uh…" The polychromatic-haired pony shrugged and turned to Applejack. "…I don’t know. Why is she here?"

"To be our judge and keep score."

"Right. Heh. Somepony’s gotta record my awesomeness for the history books. "As she resumed stretching, she failed to catch the puzzled look her friends traded.

Later…

A field has been set up in the manner of a track and field meet, with various areas dedicated to different events and a set of bleachers for spectators. Applejack and Rainbow were making final adjustments to a long zigzagging row of flower-filled barrels. A scoreboard has been set up, with apple-shaped placards giving a score of zero for each competitor, and so were several tents.

"Hello, everypony, and welcome to the first annual Iron Pony competition!", Spike announced, still seated on Twilight’s back and holding a twig with one leaf on the end to serve as a microphone. The two of them and Charles were watching from the sidelines; no other spectators were on the scene.

"Uh, Spike, who are you talking to?", Twilight asked.

Spike looked around. "Um…them!" He pointed back behind Twilight on this last word, where Fluttershy, Pinkie Pie, and Rarity came up the path right on cue.

Spike then jumped onto Twilight’s head, surprising her considerably. "Let the games begin!" Everypony cheered in unison.

Event 1: Barrel Weave

Applejack was first on the course as she pawed at the ground a bit.

"Ready?", Twilight called as Applejack crouched. "Set?" Spike procured a stopwatch. "Go!"

Spike start the time as the earth pony rocketed past with enough speed to blow Twilight’s mane/tail out straight. She did a serpentine through the barrels, gasping just before she brushed against one so that it wobbled in place. "Dagnabit!" As she reached the end, Spike stopped the watch.

"Time, Spike?", Twilight inquired, the other two competitors standing near her.

"Seventeen seconds!"

Applejack skidded back. "You’re kiddin’. That breaks my record from last year’s rodeo!"

"But you got a five-second penalty for nudging the barrel." Applejack sighed, kicking a rock. "Nuts and shoes! Still, that’s twenty-two seconds—not too shabby." Rainbow started to sweat while Charles kept his cool. "Hey, don’t be nervous." She nudged the pegasus in the ribs. "Remember, it’s all in good fun." She then nudged the unicorn. "Now get on up there."

Once Charles was on the line, his charge cried out. "Ready? Set? Go!"

Spike clicked his stopwatch and the stallion was off, not blowing his charge's mane as he ran. He is swift on his feet running as fast as pegasus but on the ground he strafed through the barrels, and eventually made short jumps in between them, not once slipping in his footing. And since his tail was short, any scrapes with the barrels didn't noticeably nudge them as he eventually reached the finish line.

"Time, Spike?", Twilight inquired.

"Twenty point five seconds!"

"Wow, Charles! I didn't think you'd be that fast."

"Thanks, Twilight.", said the bodyguard as he walked back. "Still, I only managed to beat Applejack's time because of the penalty."(1) He turned to Rainbow. "Your turn. The multi-hued competitor shortly took her place at the line.

"Ready? Set? Go!"

Again, Spike clicked his stopwatch, and again Twilight nearly got her hair blown off in the wake. Rainbow raced through the barrels, her tail leaving a short contrail behind her, and reached the end without hitting any of them.

"Whoo! That was some fancy hoofwork there, Rainbow.", Applejack cheered as the pegasus flew back, trying to catch her breath.

"Thanks, but I couldn’t have been as fast as you."

"What was the time on that, Spike?"

The baby dragon gave a gasp of surprise. "Eighteen seconds!" Rainbow gasped as well.

"Eighteen seconds?", Applejack parroted as she leaned a foreleg on Rainbow’s back. "Rainbow, are you sure you’re not secretly a rodeo pony?"

Twilight raised one of Rainbow’s forelegs, in the manner of a boxing referee lifting the arm of the victor in a bout. "Rainbow Dash wins the barrel weave, with Charles as runner-up!"

At the scoreboard, Fluttershy replaced the 0 placards next to the pictures of the pegasus and unicorn and replaced it with a 2 and 1 respectively.

Rainbow hovered in the air in victory. "I can’t believe I won!" Applejack nudged her down flat shortly.

"Yeah, well, don’t you go gettin’ used to it."

Event 2: Bucking Contest

In another area, as four extra spectators came (Daisy, Bon Bon, Heartstrings, and Rainbowshine), a carnival “high striker” had been set up—the old game in which one would hit a lever with a mallet, trying to drive a weight up a vertical scale to hit a bell at the top. This particular rig was modified in one way: instead of a lever, a bulls-eye target was mounted at ground level, with the weight resting on its top edge.

Charles was first up as he stood in front of it. His legs are really powerful as an Earth pony, he then reared up, turned around, and hit the target, sending the weight up and hitting the bell.

There were cheers from the spectators as flowers and horseshoes were tossed up.

"That's quite powerful for a unicorn.", Daisy remarked.(2)

Rainbow Dash was next, and while she was able to ring the bell, the weight hit it harder and it rang louder. Stronger cheers came from the spectators as she floated up to the top of the scale with a smile, with flowers and horseshoes tossed up after her. Charles gave a sigh of defeat as Applejack, meanwhile, rested on her haunches under an apple tree, hat tipped forward over her eyes and a stalk of wheat in her mouth. Rainbow flew over to her, and she flipped the hat back for a clear view of the smug pegasus.

"Mighty respectable—", Applejack said before spitting out the stalk, and walking past. "—but let me show you how it’s really done."

She took her position, glanced casually up the scale, and proceeded to deliver a one-legged buck that smashed the target to splinters. The weight not only hit the bell, but broke it loose and launched it out of sight. As the crowd cheered and waved pennants, Applejack walked back to the confounded Rainbow, who collapsed onto her haunches by the tree.

"Years of applebuckin’." A casual hit from one rear leg knocked several apples loose so that they hit Rainbow’s head in a rhythm known as “Shave and a Haircut.”

Meanwhile, Fluttershy updated the scoreboard and spread her forelegs wide with a grin to show off the standings. The score was, in order of Applejack-Charles-Rainbow Dash, now 2-1-3.

Event 3: Bronco Buck

At the bleachers, Granny Smith, Apple Bloom, and Big Macintosh have joined the spectators and have taken seats to watch the proceedings as they did a three-pony wave.

"Wahoo."

"Woo-hoo!"

"Ee-yup."

Spike now wore a ten-gallon hat and was sweating buckets atop Applejack’s back. "Why me?", he asked.

"Go!", Twilight yelled.

At once, the orange-tan pony launched into her best bucking-bronco impersonation, trying to flip Spike away; he quickly lost his hat and yelled time after time while keeping a death grip on her tail. One final heave launched him into a haystack that stood in the corner of this fenced-off corral. He stuck his head up and spit out some hay.

"Ouch." The rest of the stack shook apart, revealing Rainbow inside; he has landed on her back.

"Ready for another pony ride?", the pegasus asked as she got moving.

"No!"

"Go!", Twilight called.

Rainbow's strategy was to start jackhammering in place, bouncing the little dragon up and down so quickly that he was soon flung over the field. But before he was out of sight, as the pegasus flew up to enjoy her victory, Charles 'caught' the baby dragon in his telekinetic grip and 'placed' him on his back.

"My turn.", the stallion called.

"Go!", his charge cried out.

Immediately, Charles did a bucking bronco like Applejack, then—noticing that Spike was holding on to his mane and not his rump like he did on the girls—immediately pulled back for a split-second, bumping his head into Spike's, making the dragon lose focus. Then, Charles started doing the bronco in circles, getting Spike off of his back in four seconds and sending him flying.

"Rainbow Dash wins the bronco buck, with Charles as runner-up!", Twilight announced.

At the scoreboard, Fluttershy updated the score to 2-2-5. A loud thud came nearby and she put her front hooves to her mouth in surprise; Spike had hit the board and was dangling over the top edge.

"And I lose.", he said woozily.

Event 4: Lasso Contest

Back at the corral, its bleachers have begun to fill with cheering fans. The three players stood in it and were each twirling a lasso in their teeth, with Spike standing between them and wearing a horned helmet.

Rainbow was having considerable trouble getting her rope to behave and so was Charles , though less so, even without magic to help him. Spike, meanwhile, just stood there with a sullen “why me?” expression. Applejack handled the lasso with her usual dexterity, working it back and forth before casting it ahead.

Charles did the same thing and both of them caught Spike. However, while he caught the horns, Applejack snagged all four of Spike’s limbs to hogtie him and dragged him over to herself with a yell. The helmet fell off and Charles was left with it.

Roses are thrown onto the field in honor of Applejack's coup.

"How do I get roped into these things?", Spike wondered.

Meanwhile, Rainbow had managed to snag herself to a tree, dangling upside down from one branch, having tangled the rope around both it and herself. "Does this count?"

Several birds perched atop the scoreboard tweeted and shook their heads in disapproval, and Fluttershy updated the scoreboard to 4-3-5.

Event 5: Ball Bouncing Contest

Back at the field, Applejack was doing her best to bounce a ball off her head. Charles was having a hard time like she was, though he remained focused as he bounced his ball on the helmet on his head. The helmet was to keep the ball from being punctured by his horn.

After a couple of contortions, the earth pony lost her balance and went face first in the grass, the ball sailing away only to bounce atop one of Rainbow’s upraised rear hooves. It balanced there perfectly as she kept her own ball going off her own head. As the unicorn slipped in his step a second later, more cheers and roses came for Rainbow, this time from some pegasi watching from the clouds overhead.

Fluttershy caught one flower in her teeth as updated the score to 4-4-7.

Event 6: Hay Bale Toss

The three competitors now stood at one end of a strip marked off for distance, surrounded by a still-growing crowd on the ground and in air. Each had a hay bale before her/him.

Rainbow got her teeth around the ropes binding hers and heaved. She then flew to the far end of the run just in time to see the bale land exactly on that line. When Charles hurled his and it fell short of hers, she blew a raspberry, which was cut off when Applejack’s bale landed neatly on top of her, smashing her flat—and outdoing her throw to boot. The cheering spectators carried Applejack past the scoreboard, where Fluttershy’s rabbit Angel popped up behind her head to mark the point. The score was now 6-4-8.

Event 7: Hoof Wrestling

Applejack and Rainbow took the first match, which the latter quickly won, causing Applejack to lose her balance, drop to the ground, and lose her hat.

Charles took on the pegasus next and, as much as he bolstered his foreleg power, was overwhelmed and he spun from the force before tumbling to the ground.

He took on Applejack for the position of runner-up, but the farmpony proved stronger and dominated him.

As a result, the score became 7-4-10.

Event 8: Football Kick

The trio stood on a hill, each with a football in front of her/him. Rainbow kicked her ball—rainbow-striped, naturally—with a hind leg, facing straight ahead. Applejack and Charles, on the other hoof, bucked theirs with both hind legs.

In the sky, several pegasi watched Rainbow’s ball sail past beneath them, and Charles' below that, but ducked to avoid being hit as Applejack’s rocketed over their heads, then gasped as they turned to the scoreboard, where Fluttershy had the 11 placard in hoof to post up.

Upon seeing the football coming, she gasped and raised it over her head for protection. The brown pigskin sailed down and hits it, knocking it neatly into place on Rainbow's score. She promptly changed Applejack's to a 9. Scoring zero, Charles score remained the same.

Event 9: Jousting

For this particular event, the contestants were clad in plain iron barding, and had wooden dummies in the form of Spike, which wielded lances brought by Charles. The baby dragon was not amused as he watched beside Twilight.

Charles and Rainbow Dash went to opposite ends, standing to their right of the long, low fence between them.

"Go!", Twilight gave the signal. As one, the competitors charged towards each other, their "mounters"'s lances aimed for each others' "mounters". Their lances made contact. As the two passed each other by and slowed down. As the two passed each other by and slowed down, it was revealed that Charles' "mounter" was intact though it began to lose its grip on its lance while Rainbow's was disarmed and its right arm was dangling. Charles won this round and his charge announced it.

He took part in the next round as well, this time pitting himself against Applejack. The unicorn had gotten a new "mounter" before he was ready. On Twilight's signal, both he and the farmpony charged and clashed. The end result was that Charles' "mounter" lost its lower arm and lance while Applejack's, in spite of keeping hold of its weapon, lost its head, which flew into Spike's arms. Naturally, he was spooked and he shrieked.

The final round was between Rainbow Dash and Applejack. New "mounters" were brought for them and their lances were re-used. The end result: Rainbow Dash's "mounter" was disarmed (again) and Applejack's was on the verge of losing its head.

"Charles wins the jousting competition, with Rainbow Dash as runner up!", Twilight announced.

"YES!!!", the bodyguard whooped as he jumped and did a back flip, exuberant that he finally won an event. And the score was updated to 9-6-12.

Event 10: Horseshoes

Charles let the feeling of nostalgia pass him by as he, Applejack, and Rainbow Dash are about to play the game that spurred this event in the first place.

Applejack tossed her shoe and it landed on the stake like before. Charles was next as he hurled it via his horn (not magic) and it landed on the stake as well. Rainbow followed right after, but her shoe did not make it at the stake, overshooting instead.

A tiebreaker was done since there can't be two equal winners in an event. Instead of going one at a time, the two tossed their shoes together, although it wasn't synchronous given their different methods of throwing. The earth pony's shoe left her mouth before the unicorn's left his horn. The two projectiles flew in different arcs, Applejack's going in a higher one. Charles' reached it first, slamming into the stake and spinning before resting on the ground. Applejack's reached the stake, but it made contact with the tip and it flipped, landing on the other side and not around it. This marked Charles as the winner with Applejack as runner up.

The score became 10-8-12.

Event 11: Push-ups

Twig microphone in hand, Spike continued to announce while standing on Twilight's back, who was reading a scroll. "Fillies and gentle-colts! At the halfway point, here's our competitors standings. Applejack stands at ten points, Charles has eight, and Rainbow Dash leads with twelve!" He then added with a whisper, "If it were just the girls, they would be tied at five and five."

Twilight dismissed the scroll to "magicspace", a bit exasperated. "Who are you talking to?"

"Them!" Spike gestured…at dozens of ponies having now congregated to watch the showdown and were thoroughly enjoying themselves. For some reason, she hadn't acknowledged their presence until he pointed it out.

Shortly after, the eleventh event began, with the three competitors doing push-ups, and Twilight keeping count. With all of his endurance, Charles could not compare to the farmpony and weather manager and fell over at the count of sixty-three. For now, all he could do was rest. To his left, he could see Lemon Hearts stacked on top of Berry Punch and Golden Harvest. On his right, he could see Cherry Berry, Twinkle, and Shoeshine.

"Ninety-five…ninety-six…", his charge was counting, watching their straining, sweating faces. "…ninety-seven…ninety-eight…ninety-nine…" Applejack finally falls, unable to rise again, but Rainbow came back up—with the help of her wings. "…a hundred!"

"Yes!", the pegasus whooped as she raised her forelegs in victory, her front end staying clear of the ground. Her opponent did not notice this as she went flat in the grass.

"Be a good sport, Applejack.", the farmpony reminded herself. The score became 11-8-14.

Event 12: Cornhole

The next event was the cornhole, also known as bean bag toss, corn toss, baggo or bags. It's a lawn game in which players take turns throwing corn hole bags at a raised platform with a hole in the far end.

Three platforms lay side by side, measured two-by-four feet, with a 6-inch hole centered 9 inches from the top. Each platform was angled, where the top was 12 inches higher than the bottom.

Twenty-seven inches from the platforms were pitcher boxes where the "corn bags" were placed, colored yellow, red, and blue respectively. Applejack, Charles, and Rainbow Dash stood just outside their respective platforms.

"A corn bag in the hole scores 3 points, while one on the platform scores 1 point.", Twilight explained as the three players stood in line just outside the pitcher's box, where four "corn bags" lay, weighing 9 ounces. "You have twenty seconds to score. The timer begins once you step into the box. Once twenty seconds are up or everypony has hurled their bags, we'll start calculating. Then we'll proceed to the next inning. We will continue having innings until a player reaches 21, then the other two will continue for position of runner-up. If two players reach 21, they will have a tiebreaker." She didn't say the following, but it was in the rules, And in the event that all three reach 21, one final inning will be done and whoever scores the most wins. If there's a tie from there, we'll break that tie to reach a conclusive score.

The three competitors entered their boxes, then picked up a corn bag and started tossing. While the mares faced front, Charles swung sideways. And he seemed to be doing a better job, scoring one in the hole and three on the board, making a total of six points. Rainbow only managed to land three on the board, scoring one point for each. Applejack got one lucky hit on the hole and one on the board, scoring four.

At the next inning, the earth pony and pegasus were faring better, Rainbow nailing two cornholes (a bag in the hole) and one ace (a bag on the board) but overshooting the last, and Applejack scored the same hits as Charles; one cornhole and three aces. As for the unicorn himself, He missed with the first bag, but scored two aces before getting a cornhole in the last. And thus the cornholes score became 10-11-10.

In the third inning, Applejack got one cornhole, one ace, and one miss before running out of time for the fourth, scoring five points. Charles, getting a tad hasty, only managed to score four aces, his first two corn bags getting in the way of his chances for a shot in the hole. Rainbow meanwhile overshot her first, undershot her second, nailed a cornhole with the third, then ran out of time for the fourth, the score becoming 14-15-13.

Come the fourth inning, the three started getting their act together and Charles reversed his facing, the platform now to his right instead of his left. Applejack scored two aces, missed the third, then scored a cornhole with the last. Charles scored a cornhole with the first, landed an ace with the second, just overshot with the third, and—thanks to it bumping into the second shot—landed another cornhole, scoring seven points. Rainbow's first two throws were unremarkable aces, but when she reared up and flapped her wings to balance herself, she managed to score two cornholes, earning eight points total and thus making the final tally 19-22-21.

After analyzing the score, Twilight could see that while two players indeed reached 21 (well, one exceeding), one was clearly higher, and so… "Charles wins the cornhole, with Rainbow Dash as runner-up." And so the Iron Pony competition scoreboard was updated to 10-10-15

Event 13: Long Jump

Applejack was in full gallop, leaving her competitors behind as she proceeded to go first. Reaching the chalk line ahead, she launched herself in the air and came down for a four-point landing in a sand pit. She then threw a challenging glance over her shoulder and leaped aside, leaving four hoofprints in the sand to mark her distance.

After a moment’s hesitation, Rainbow charged toward the line and jumped—but upon seeing that she would fall short, she flap[ed furiously and stopped with inches to spare above the sand. A little more wing action let her touch down ahead of Applejack’s mark, prompting an angry glare.

Charles soon followed, running fast, and soon jumped upon reaching the line. However, he was running so fast, he fell short of Applejack's. He grunted at himself for this mistake of his.

And so the score became 11-10-17

Event 14: Hurdles

The event was pretty basic; reach the end of the finish line while jumping the hurdles. However, it soon became more and more obvious that Rainbow Dash was getting the upper hoof. Using her wings, she glided over at least two hurdles at a time while Charles and Applejack had to leap over each and every one of them. Even with fast jumps(3), the unicorn was still "toe-to-toe" with the earth pony.

Once the pegasus cleared the race a few seconds ahead of them, the two left behind quickened in their pace…and it cost Applejack a time penalty as her hind legs bumped the last hurdle as she beat Charles by a split second. The score became 11-11-19

Event 15: Ladder Toss

They were back at where the cornhole event was conducted, except the platform was replaced with short three-rung ladders propped straight and the four "corn bags" with three bolas, which were two balls connected by a string. The strings were colored in the same scheme as the corn bags and horseshoes.

Like before, Twilight explained the rules as the players stood in line just outside the pitcher's box. "A bola on the bottom rung is worth 1 point, the middle 2, and the top 3. Also, if you manage get a bola on each of the rungs, that's an automatic 10 points. There is no time limit. The next round begins once everypony has tossed their bolas. Otherwise, scoring goes the same way as in the cornhole."

The three competitors entered their boxes, then picked up a bola and took their time tossing. Like last time, Charles swung his projectile sideways. He scored a one-two-two. Rainbow managed to score a one-zero-three, missing with the second bola. Applejack almost got a bola on each rung but missed the top one, getting a one-two-zero.

In the next round, Charles got a three-three-zero, Applejack scored a one-two-two, and Rainbow got a three-three-two. The total score was now 8-11-12.

The third round displayed a three twos in a row for the earth pony, a one-two-one for the unicorn, and a zero-zero-three for the pegasus, making the ladder toss score 14-15-15.

The fourth round was when the three started getting their act together and Charles once more reversed his facing like before. Applejack landed a bola on the top and middle rungs, but her third was overshot and landed on the middle as well, making her final score 22. Rainbow once more reared up and flapped her wings to balance herself when she tossed hers, landing her three bolas on the top rung, making her final score 24. As for Charles, his first bola landed on the bottom, his second landed on the top, and he perspired with pressure as he finally tossed the third. He nearly thought it would sail in between the top two rungs, but to his luck it found its way into the middle, scoring him 10 points and bringing his final score to 25. He got up and raised his forelegs in triumph with a wide grin.

After analyzing the score, Twilight could see that all three players exceeded 21, but their scores gave a clear difference. "Charles wins the ladder toss, with Rainbow Dash as runner-up." And so the Iron Pony competition scoreboard was updated to 11-12-21.

Event 16: Chick Wrangling

At three parallel muddy trenches, three squawking chickens settled down on one end . They settle down, having been placed one end as they waited for their chicks, four each who were nestled on the three competitor's backs on the opposite end. At the ring of the bell, the three trotted into the mess.

The mud began to splatter all over Applejack, annoying the chicks so much that they quickly left her back and—she only realized this after reaching the other end—went over to Rainbow's, who had spread her wings so that her now eight chicks can perch on them and stay clean during the ride. As for Charles, he had cast his water-walking spell and discovered that it worked on mud as well, although he still tread lightly.

His cautiousness resulted him in reaching the end last, but since Applejack failed to deliver her chicks (this not sitting well with her), he scored second place and the Iron Pony competition scoreboard was updated to 11-13-23.

Event 17: Sack Race

Each pony was tied up in a large sack up to their necks. At the neck of the sack was a rope looped to tie it up and its end was put in the competitors' mouths so as to keep the sack from falling off their bodies.

Once the three were positioned on the same starting line as where they did the hurdles event (the hurdles removed, of course), Twilight called, "Go!" as Spike waved a checkered flag. Immediately, the three got hopping.

It was a difficult course the the unicorn was struggling just to keep himself balanced, eventually falling behind the earth pony and pegasus, the latter making greater bounds. And even a non-astute observer could see wings flapping inside the sack, somehow helping her reach first place, Applejack following in second.

The score became 12-13-25.

Event 18: Tug-o-War

The final event had to have some sort of compromise as well as some clever thinking. There were three competitors and doing three matches not only didn't seem fair, they day was soon ending.

So what was done was that—the fight somehow became three-way, with the rope stretched above a circular mud pit. Its ends were held by the three competitors with their teeth, and at the center keeping the whole thing tied together along with knots and adhesive was a red flag.

"All right, you three.", said Twilight as she stood in the area in between Applejack and Rainbow Dash and opposite Charles. "This is the final event." Spike, who was on her back, climbed up on top of her head. "Give it all you’ve got."

Spike waved a checkered flag to start them off. All three ponies dug in their heels, but Rainbow found herself being dragged toward the mud. Charles had managed to dig his hooves deeper, but now he can't pull his way to victory. "Looks like the workhorse might come out ahead in this one!", the dragon said.

Applejack then hauled on the rope, unable to pull Charles in yet, but pulling Rainbow so far that her hooves grazed the edge of the pit and she toppled forward. Only the latter’s wings kept her from taking a mud bath, and she quickly flew upward to lift her two competitors off the ground. Taking gravity into account, the earth pony and unicorn collided with one another, but neither jerked their mouths open which would have given them a drop to the pit.

Now this is clearly blatant., Charles thought as he did everything he could to keep his grip steady.

"That’s not fair!", Applejack complained. "You can’t use your wings to help you win!"

Rainbow put a hoof to her ear, obviously feigning deafness from what the unicorn could see. "Huh?"

"You’re cheatin’!"

"I can’t understand you with that rope in your mouth!"

Stupidly, Applejack let go and hung in the air. "I said—" She then noticed a second later. "—uh-oh."

Just as gravity returned from its "coffee break" at this point, she quickly grabbed Charles' tail by the teeth. This was extremely painful for him and he did what he did next out of reflex apart from opening his mouth and crying out in pain, which he fought the urge to; he bucked her in the face and she dropped squarely into the mud.

This is crazy., the unicorn thought as he got an idea. Keeping his grip strong, he began to swing. This constant change in force caused strain for Rainbow as she tried to keep herself aloft. Charles took her movements into account and each swing got stronger. Applejack stayed in the pit meanwhile, refusing offers to get her out.

"Come on. Just give up already." the pegasus taunted. "I already win."

"That don't mean I'm makin' this easy for you.", retorted the unicorn as he continued swinging. Eventually, he swung so strong that his altitude was above Rainbow's and gravity, centripetal force, and his momentum brought him straight to her.

Seemingly disappointingly, he missed, landing on the ground—and he quickly pulled. The sudden lack of pulling and its just-as-quick return jerked Rainbow down to the mud. "Oww.", the pegasus grumbled as the crowd cheered wildly at this turnabout.

"You know, I would've lost had you not started flying.", Charles commented. "A test of pure strength, thanks to you, now needed some more strategy. But victory's still yours."

Immediately putting her close loss behind her, Rainbow took off into the air and the crowd cheered louder. At the scoreboard, Fluttershy stared in concern as the victor went and updated the score herself. "Woo-hoo!" The final score was 12-14-27. "I win by a landslide!" She flew to Applejack. "Or mudslide, in your case." The besmirched competitor seethed in the pit as Rainbow flew up with a laugh and Parasol and Derpy Hooves stretched out a rainbow-striped banner behind her. "I am the Iron Pony!"

Finally accepting help, Applejack got herself clean and out of the pit. "Only ’cause you cheated!", she then said.

"What?!", Rainbow gasped as she flew down to face off.

"You used your wing power to help you win over half those contests!"

"Sounds like sour apples to me."

"Are you sayin’ you didn’t use your wings?"

"Well…no…but you never said I couldn’t use my wings."

"I didn’t think I needed to tell you to play fair!"

"I still would’ve won even without my wings."

"I'm tempted to agree.", Charles said as he went in. "But given a number of the events can be won easier with flight, I'm doubtful you could."

"Ha!" Applejack then turned to the pegasus. "Prove it!"

"Gladly! How?"

"Tomorrow’s the annual Runnin’ of the Leaves. I challenge you to race me in it."

"Heh. Easy, schmeasy."

"Hold on!" The pegasus was yanked down by her tail and the earth pony planted her hooves on it to keep Rainbow from flying off again. "There is one condition. The point is to run, so no wings allowed!"

"No wings?" She then bucked, flipping Applejack away. "No problem!"

The earth pony then turned to Charles. "And no teleportin' either."

"That would defeat the purpose of the running. But just to make sure, I shall Pinkie Swear.", the unicorn said as he did the necessary motions, but without the oath. Once he was done with the last part, he and his friends each spat on a front hoof and touched them together, leaning in close to stare each other down. The mood broke when Rainbow blew a raspberry. She and Applejack both chuckled for a moment, then resumed their glowering.

I can feel the tension between them. So thick you can cut it with a knife.

Twilight Sparkle, with Spike on her back, walked away from the Golden Oaks Library, but stopped to look at a passing butterfly. Charles had already gone ahead, waking up early for once. He was amazed that it was already autumn; guess time flies when you're having fun or seasons aren't as regular as he was used to.

"Twilight, hurry up! We’re gonna be late for the race!", Spike complained.

"Why are you so excited about the race?" She then started off again. "It’s only for ponies."

"But I’m hoping I can be the announcer again." He pulled out his twig. "Just listen. Fillies and gentle-colts…"

"…welcome to the annual Running of the Leaves!", another voice came as if through a megaphone in sync with him. Both were taken aback at the sound as they finally arrived at the race's starting line, where quite a few ponies have already gathered in the park land outside the town proper.

Spike had lost steam as he looked up and saw Pinkie Pie riding in a hot air balloon and speaking into a megaphone mounted at the basket’s edge.

"This is Pinkie Pie, your official puh-eye-in-the-sky announcer.", the party pony continued, marking a play on her own name. As she floated higher, Spike angrily threw his twig away.

"Sorry, Spike.", said Twilight as the balloon floats over a stretch of forest.. "I guess that job’s already taken."

"As everypony knows, the Running’s a very important tradition, for without it, the autumn leaves of Equestria would never fall. So get ready, ponies." She then returned to the starting line. "The Running of the Leaves will begin in five minutes!"

Several ponies moved into position, stretching and limbering, each of them having a number pasted over their cutie mark. As Charles did some deep breathing exercises, he observed the competitors. Aside from nearly every earth pony he was familiar with, though Big Macintosh had stayed behind to tend to the farm, he saw a couple of pegasi as well and even a few unicorns, like Lemon Hearts, Amethyst Star.

"Pardon me!", a voice came. The unicorn stallion turned to see Rainbow Dash advanced through the crowd as number 11, and Derpy Hooves (number 13) and Dizzy Twister (number 1). "Excuse me! Make way for the Iron Pony!" She went over to Applejack, whose number was 8.

"The Iron Phony, you mean.", retorted the farmpony.

"So, Applejack, you ready to win second place?"

"I’m ready to run a good clean race."

"Yeah, yeah."

"You are not allowed to use your wings!"

Rainbow flapped a bit. "I could win this race with both wings tied behind my back."

Charles groaned at this upon seeing a devious idea occur to the earth pony. A few minutes later, Charles groaned again upon seeing what she thought of; ropes were wrapped around Rainbow’s midsection, pinning her wings to her flanks, and she groaned as they were tightened.

The pegasus glared over her shoulder at Applejack, who put the finishing touches on the job and smiled. "Trussed up like a turkey…well, a turkey who can’t fly, that is."

Rainbow snarked. "Very funny."

"Hold on.", said Charles as he walked over to them. "Trussed up like a turkey? Whatever do you do to them?" Certainly not for Thanksgiving, given you're vegetarians.

"Tell you later.", Applejack said before continuing her conversation with the pegasus. "’Least now we know we’re racin’ fair and square."

As the “Call to the Post” bugle call sounded off, Charles observed some of the other racers and identified them. Golden Harvest had a 00, Bon Bon a 10, Berry Punch an 88, and Shoeshine with an 81. He also saw Heartstrings, who had an 18, as well as what seemed to be specialized runner's horseshoes clamped on her hind legs.

As he walked over to the mint green unicorn, Pinkie Pie's voice sounded over the megaphone.

"Racers, please take your positions!"

Spike, hurried past and spotted her.

"Um…Pinkie Pie…", the baby dragon called.

She noticed and spoke off the megaphone. "Hey, Spike! What’s up?...Oh, wait. It’s me. I’m up!" She gave off a laugh.

"Uh, yeah, uh…I know you’re doing the announcing today and stuff, and…I’m sure you’re gonna do a great job and all, but…I was just wondering…"

"What?

"Uh…forget it."

Pinkie however seemed to get what he was thinking. "Spike! Would you like to be my co-reporter? We could comment on the action together."

Spike brightened at this offer. "We could?" A rope was dropped for him.

"Climb on up!"

Back at the line, Charles who'll be racing—after noting that his charge had joined the race as well with a 42 on her flank—managed to catch Heartstrings's attention. "Lyra."

The unicorn mare turned to face him. "Hi, Charles."

"May I ask what are those on your hind hooves?"

"Oh these?" Lyra raised one for him to see. "I've had this…strange interest since I was a filly. I plan to be the first pony in the history of Equestria to run this race bipedally."

The orange stallion stared for a second before replying. "Oh. I see."

This seemed to surprise Lyra. "That's it? No incredulous stare? No laughing at me?"

"Why should I?"

"Because it's not normal for a pony to go on twos."

"Personally, I see no problem with that. Just don't overdo it, okay?"

"I know."

"Okay. …So, how's your stay with Bon Bon? She treating you well?"

"Oh, she is. Definitely." She gave a sleazy smile at the end of this, giving some inappropriate implications.

"Do you mean it both ways?"

"That's up to you to figure out. Hee-hee."

"Fine."

"There's something else. Bon Bon is getting an apprentice."

"For her candy-making business of course, right?"

"Uh-huh. An earth pony like herself. She's such a sweet filly. And that lisp of hers sounds so cute!" Lyra ended this by getting up on her hind legs and pushing her forelegs to her face so that it was squished up like Rainbow Dash's during that

"Applejack Appreciation party".

Charles had an idea on who this apprentice was. "Does she wear glasses and have frizzy hair?"

"Why, yes!"

"And is her name Twist?"

"I'm not sure. I haven't asked either of them." Just then, Bon Bon came over and gave her a quick kiss on the cheek, completely surprising her.

"Good luck, sweetheart," the earth pony said, winking at her and making Lyra smile, also ignoring the fact that Charles had witnessed this sweet event.

Their conversation was prematurely ended by Pinkie Pie, who announced through the megaphone, "All right, ponies! Are you ready?"

Spike popped up alongside and spoke into the sound amplifying device. "Get set!"

A few of the racers dropped into a crouch, among them the three competitors of yesterday's Iron Pony competition, and Lyra. A hand signal from the dragon sets off a bell to start the event.

"And they’re off!" Quickly, they all started running at varying paces. Having enhanced his legs prior to the race, Charles quickly reached the front of the group, although he managed to glance Lyra slowly rearing up to her hind legs, earning stares from many other racers and a cheer from Bon Bon.

Autumn leaves fluttered down from the trees as they all thundered past them. The balloon floated along to keep pace.

"Welcome to the official coverage of the Running of the Leaves." Spike was given an old-style microphone to boost his own voice, which weren't connected (wirelessly or no) to any speakers the clone with them could see. "You know, Spike, despite its name, the leaves don’t do any of the actual running." Spike was a bit puzzled at this. "No. That’s left to my little ponies."

"Why...yes, Pinkie. It’s the running of the ponies that causes the leaves to fall.", he replied as the group sprinted past a stand of trees, the leaves falling in a dense shower to leave the branches entirely bare.

"Ugh! Those lazy, lazy leaves."

A short while later…

As Charles caught up with the front, he saw (and expected) Applejack and Rainbow leading the pack, with him following right behind.

As the balloon floated along the route, Pinkie continued commentating. "But this year, the run is about more than the weather. It’s about the race to the finish and the two runners who want to win it. Applejack and Rainbow Dash."

"You know, Pinkie, these two ponies have a bit of a grudge match they’re trying to settle, trying to prove who’s the most athletic.", commented Spike.

"Yes, and “grudge” rhymes with “fudge.”"

"Yes, it…does." Spike then realized what he just said. "What?"

"And I like fudge. But if I eat too much fudge, I get a pudge and then I can’t budge."

"So…no fudge?"

"Aw, no thanks. I had a big breakfast."

"All right. Let’s check in with our two competitive ponies…Applejack and Rainbow Dash! Having come fast out of the gate, Applejack and Rainbow Dash are evenly matched, running neck and neck, and with fellow Iron Pony competitor Charles d'Artagnan right behind them. But what’s this? Applejack is making a move! She’s now ahead by a nose! But Rainbow Dash won’t let Applejack have it and takes the lead! She’s ahead by a half a nose! Or maybe three-quarters of a nose!" Spike had let his mic hang over the side in frustration. "No! About sixty-three-point-seven percent of a nose!" Pinkie gave a sheepish grin to her fellow passengers. "Roughly speaking."

"Aha-aha-aha. Guesswork, or that's actually true?" Pinkie was about to answer when he cut her off. "No. Don't tell me. For all I know, it may actually be true."

The ditzy announcer got back to announcing. "Applejack sees this move and punches forth with her strong workhorse legs, leaping ahead by three hundred fifty noses!"

Below, Applejack commented as she looked over her shoulder. "Not so easy without wings, is it?"

This question was obviously pinned at Rainbow, who eyes her own roped-down pinions. "Come on, Rainbow. Show ’em a little dash!", she said to herself before galloping on.

Back on the balloon, Spike laughed a bit. "Hold your horses, Pinkie! Rainbow Dash is catching up to front-runner Applejack!"

"What an upset! I thought Applejack had this in the bag!"

Below, Charles was still behind, but catching up to the two fierce competitors.

"You didn’t think I was gonna let you off that easy, did you?", he heard Rainbow say.

The taunt distracted Applejack’s attention long enough for her to not see a rock in the path. She tripped… "Whoa!" …and went face first in the dirt.

She lifted her head in time to see Charles land in front of her after a jump and for all the other ponies to speed past her.

Whoa., gasped the "31" marked racer. Better watch my step. He then looked ahead at Rainbow, who was in the lead. Nah. I'm not here to beat her. I'm just here for a good run. And I better pace myself too. Can't have myself getting tired quickly.

Later…

Charles slowed enough to that he wouldn't get fatigued easily, though not enough for Rainbow to exit his vision. But then Applejack zoomed past him. Almost immediately, not wanting to stick around for some reason, Charles picked up the pace as well. As he did, he saw the farmpony bypass a trotting Rainbow Dash.

"See you at the finish line!", Applejack said and Rainbow stopped short and gapes after her, giving Charles time to bypass her as well.

"I don’t believe it!", gasped Spike from the balloon. "After a huge setback, Applejack is back at the front of the pack!"

"She’s the head of the pack, all right! The pick of the litter! The cat’s pajamas!...Oh, wait. Why would Applejack take some poor kitty’s PJ’s?" The boys on board with her were perplexed at this. "That’s not very sporting of her."

"Okay…let’s get back to the race."

Meanwhile, Rainbow had managed to bypass Charles and was slowly pulling up next to Applejack. "Not so fast, Applejack! This race isn’t over yet!"

"It is for you!" A quick bit of acceleration put her out in front again.

"Watch out.", Charles tried to caution Rainbow.

It wasn't heeded as she tumbled forward from a tree stump instead. "Whoa!"

"Told you." He shrugged as he went around and continued ahead after Applejack.

"Later, alligator.", the unicorn taunted before leaving the pegasus in the dust. "I always wanted to say that." He then gave a sigh. "I got a feeling this entire conflict will escalate."

Farther ahead in the course was a bridge over a river at the mouth of a waterfall. The balloon had floated ahead there as the crowd were soon approaching it.

"Welcome back, Ponyvillians!", said the announcer. "It’s me, Pinkie Pie!"

"And Spike!", said her co-host as the first three placers crossed the bridge; Applejack, Rainbow Dash, and Charles. "Looks like Rainbow’s doing her best to catch up, with Charles right behind him!"

"I’m not sure how ketchup is gonna help her in this contest. Now in a hot dog eating contest, it can make them doggies nice and slippery, but personally I prefer mustard." Spike on board again tried with no luck to make head or tail of her commentary. "How about you, Spike?"

"Uh…I like pickles?"

Pinkie just ignored him and went back to announcing. "Aaaaand…it looks like Applejack has found herself in quite a pickle as Rainbow overtakes her!"

Back on the ground, indeed that was the case. "Look, Ma, no wings! ", Rainbow taunted as they entered a new stretch of trees, while the balloon floated up to clear their tops.

"As the racers enter Equestria’s Whitetail Wood, Rainbow Dash is back in the lead!", Spike commentated.

Rainbow’s face went slack with shock as she noticed a low branch at head level. She chuckled and caught it in her teeth, pulling it briefly out of the way without breaking stride, then let it snap back. This branch struck Applejack and knocked her down, but Charles slid under it as its leaves brushed his mane and horn. This caused him to lose some speed however and as he worked to speed up again.

"Hey! Rainbow!", he heard Applejack say, then looked ahead to see the pegasus blow a raspberry.

"Why, I oughta shoot you down right now, but we're in a race.", the unicorn scolded.

"Stay out of this!", Rainbow replied.

"No can do. I'm running to win as well." While he wasn't running to beat her, he's still gonna give his all.

"Heheh. You can't catch up with me!"

"We'll see."

The pegasus just turned away and said to herself. "Nice one, Rainbow."

Just then, something collided behind Charles and he and it began to roll ahead for a few seconds. "Later!", he heard a familiar voice as he got off and continued running without losing speed.

"Applejack. Watch where you sail.", he scolded the second time in the race as she began to go ahead.

"Sorry.", she replied but it wasn't sincere. Charles looked back and saw Rainbow gaining on them fast.

Applejack then spotted a beehive on a branch up ahead and stopped just long enough to buck the tree in which it is hanging. The hive came loose right after Charles passed the tree. A second later, he heard a scream, looked back, and saw Rainbow fleeing a swarm of bees. As they were headed his way, he picked up the pace as well, using the bees as an incentive.

Up ahead was a trail junction, with branches leading left and right, and a sign with an arrow pointing right to indicate the racecourse. While Rainbow reached this and dove into a nearby bush, Charles continued to run and thankfully the bees did not chase him.

Damn, that Applejack! She could've killed Rainbow if it turns out she's allergic to bees! Charles slowed down a bit after that, remembering to breathe through the nostrils. He would dehydrate faster if he breathed through the mouth. Heheh. Looks like I'm on first now. Boy would they be surprised to see a unicorn win the race.

Later in the race…

Charles was faltering, but he couldn't give up now. Even when Rainbow Dash had managed to overtake him. Even as the leaves continued to fall. Even with the rest of the racers right behind. And when he checked them, he noted that neither Bon Bon nor Lyra were in the crowd.

Just then, the balloon where the announcers were drifted down with Applejack hanging onto a dangling rope. She swung down ahead of Rainbow and flipped her a sardonic little salute, prompting a shocked gasp.

Needless to say, the pegasus was shocked. "What the hay? You said no flying!"

Applejack let go to start galloping. "No, I said no wings."

Charles didn't ask how she fell behind. They all charged on through an area in which each tree’s trunk had been fitted with a half-pipe chute, through which sap ran to drip into a bucket hung on the end. What the— I don't recall trees having to be sapped around this season.

"I must say, Spike, that this has been the most interesting Running of the Leaves in Equestria history!", Pinkie commented.

"With the most interesting announcing.", the dragon added under his breath.

Back on the ground, Applejack raced on, kicking a bucket loose so that its contents spilled all over the path.

"But it isn’t the running that’s been fascinating.", Pinkie said. When the sky-blue sprinter hit the sap, she soon found every hoof glued down in it. "It’s the lack of running!"

As Rainbow tried to pull free, Charles bypassed her and all the others rumbled past as well, bringing down plenty of leaves. Just a little more., he thought to himself.

As he ran for another minute with Applejack still on his sights, he saw a large bump ahead. He jumped over it…and a sailing Rainbow zipped right under him in the split second he was in the air. This caused him to lose focus as he tumbled along the forest floor, but he quickly found his footing again and continued on as he saw the farmpony was set spinning as a four-legged tornado. This little twister veered along and apparently sucked up Rainbow as well, if the color was any indication.

With both of them screaming, they veered off the path and up a rocky incline for a short distance before wiping out.

As Charles continued to run, panting on the inside, he could see the finish line up ahead just outside Ponyville proper, attended by a cheering crowd.

A little more and I can rest., he thought as he allowed himself a smile.

As he neared the finish, he could see he a unicorn stallion running was then caught off guard as a earth pony stallion past him.

"Hello love to chat, but I got a second place medal to win." He added under his breath, "Sad to say…", as he zoomed ahead.

Dammit! I'm on third now! He then risked a look back and saw Carrot Top about to catch up as well. And right behind her, Twilight Sparkle was moving fast. Geez! He tried to run a bit faster, but he was running on empty. Still, the finish line was just up that last incline and he was really close now. He can't give up just yet. Come on, come on, come on!

Upon passing the finish line a few seconds later, he quickly slowed down as his charge and the carrot farmer passed him by and before he knew it, he was down on the ground, breathing heavily.

Less than a minute ago…

Back at the balloon, Spike and Pinkie watched as it kept pace with two certain fierce competitors after they had gotten down the rocky incline. Spike had again let his microphone hang over the side, wondering if should have his head examined for signing on as announcer.

"Once again, Rainbow Dash and Applejack are neck and neck, jockeying for position!", announced Pinkie. "Applejack inches ahead…now it’s Rainbow…it’s Applejack…it’s Rainbow Dash…it’s Applejack!"

Below, both faces brightened upon seeing the finish line, although they failed to notice those who already crossed it. Rainbow then suddenly eased over and bumped into Applejack. "Oh, no, she di-in’t!", Spike said.

Applejack did likewise. "Oh, yes, she di-id!"

After another bump from Rainbow, Applejack said, "Cut it out!"

"No, you cut it out!"

"You started it!"

"And now I’m gonna finish it!" Rainbow pulled ahead.

"Oh, no, you won’t!" A mouthful of technicolor tail was all she needed to yank Rainbow backward and move ahead—but the latter moved up fast.

"Oh, yes, I will!"

She pulled Applejack back in the same fashion and charged up. When Applejack tried again, she missed Rainbow’s tail but got a mouthful of the ropes tying her wings down—which snapped and unwound, leaving the pegasus to start flapping and lift off.

"That’s it! All bets are off!"

Applejack jumped up after her. "Oh, no, you don’t!"

Paying no heed whatsoever to the flabbergasted spectators, she tackled Rainbow out of the air. Dust floated up from below as the two crashed down and get into a rolling brawl on the home stretch. Lyra and Bon Bon just behind. The former was still on twos, but her forelegs were now on the latter's back as support.

"Is that-?", Lyra gasped.

"They are!", Bon Bon cried.

They shared a look. "We're not the last ones! Go, Bon Bon, go!" Lyra shouted, rearing back up on her hind legs. "Run! We can make it!"

The two of them ran ahead together and the unicorn waved her front legs triumphantly in the air as she crossed the finish line on her own two legs, only a yard behind Bon Bon and almost ten yards ahead of the bickering athletes.

And as those two neared the finish line, Spike was beginning to enjoy himself again as Pinkie continued to announce, "It’s Applejack…it’s Rainbow Dash…it’s Applejack…it’s Rainbow Dash!" And the two finally crossed the finish line. However, the the beat-down continued until they have rolled with a loud crash.

Rainbow was the first to get up, her mane, wings, and coat in total disarray, and smiled once she caught her breath. "I won!", she whooped.

Applejack was up as well and in just as bad a shape. "No, I won!"

"I won!"

"You tied!", Spike called from the balloon.

"Tied?!?", both said.

"For first?", Applejack asked as they turned to the balloon.

"For last!", Pinkie corrected.

"Last?!?"

"Then…who won?", Rainbow dared ask.

Twilight—walked over, a medal hanging around her neck.

"You?", the two dirty fighters gasped.

"Oh, no, but I did get fifth place—which is rather good, considering I’ve never run a race before."

"What?", Applejack gasped. "How’s that even possible?"

"You ran so slow, and looked at the scenery!", Rainbow said.

"Exactly! I paced myself, just like my book said. Then at the end, when all the other ponies were worn out…" She glanced back to a group of winded and collapsed pegasi, among them Cloud Kicker (number 5) and Dizzy Twister. "…I sprinted to the finish."

"I don’t believe it. Twilight beat us!"

"Not just you.", said Charles who recover walked over, a medal hanging around his neck. "For the actual first placer, that privilege goes to that pony." He pointed at the unicorn, who was wearing his medal proudly. "Following was that pony, who actually has a lot of experience in running." He indicated the earth pony, who looked proud for himself. "I came in third… Barely beating Carrot Top by half a nose…" Said carrot farmer turned to Applejack and stuck out her tongue, clearly relishing her victory over her. "…and Twilight by two noses."

"Well, with all your horsing around, it was quite easy.", said his charge.

"Huh. You’re right, Twilight.", said Applejack. "Our behavior was just terrible."

Rainbow gave a sighing. "We weren’t very good sports."

Just then, several of the spectators gasped at the sound of the next voice and knelt. "Sounds to me like an important lesson was learned.", it said as its speaker stepped into view.

"Princess Celestia?!", the pegasus and two unicorns gasped.

"What are you doin’ here?", Applejack asked as they all knelt.

"Fall is one of my favorite seasons, so I came to celebrate the Running of the Leaves.", Celestia explained as they stood.

"I’m sorry you had to see us being such a poor sport, Princess."

"That’s all right, Applejack. Anypony can get swept up in the excitement of competition."

"It’s important to remember that the friendship is always more important than the competition.", said Twilight.

"Exactly, Twilight. Now unfortunately, because the two of you were busy tricking each other instead of shaking down leaves—" She turned to a stretch of forest whose trees were still fully loaded. "—many of the lovely trees in Equestria are still covered."

"Why, Princess, I bet we can knock those leaves down for you lickety-split." Applejack offered, then turned to Rainbow.

"What do you say, friend? Wanna go for another run?"

Rainbow limbered up a foreleg. "I’d love to stretch my legs."

She took off like a shot, Applejack rearing up and doing likewise a moment later, and teacher, student, and bodyguard watched them go. Once they were gone, Charles turned to Celestia and said, "I'll have to say that this year's running was interesting in more ways than one."

"What makes you say that?", Celestia asked as Twilight went off somewhere.

"Well, I'm not sure how many unicorns reached first place or even ranked high in the standings, but I think I can say this one had the most. Twilight reached fifth by tactics, I barely reached third by my own athletics"

Celestia gave a hearty chuckle. "I'll have to agree with you. Until now, no unicorn has ever placed high in the Running of the Leaves. And I'll have to say the one who ran on twos really showed a lot of daring to do that. And it was kind of the earth pony who helped her through the end."

The two glanced at Lyra, who was lying on the ground aching all over, with Bon Bon bringing in Nurse Redheart to help her.

"Yeah. Although running bipedally with a quadruped body does have severe consequences."

"I see. And did you know that during the last Running of the Leaves Pinkie Pie was the winner?"

"Really?"

"From what I heard, she went so fast the leaves followed her through the force of the wind she created, nearly eliminating the purpose of the event."

Charles gave a chuckle as he imagined the scenario in his head. "For some reason, I think that would've been hilarious."

Celestia chuckled along with him.

"So you've been learning through your student's letters?", Charles wagered a guess.

"That's right. And Luna too, given everything she's been through, not to mention how outdated she is with the times."

"A thousand years of imprisonment will give you that."

The two of them spoke no more as they looked over the forest, which was slowly losing all its leaves. The balloon, which continued to fly as Pinkie decided to watch her friends run.

Notes

Like in Chapter 7 Charles is design base on the Pokémon Keldeo but on its Pokédex entriy and Stats as well.

(1) In Pokémon Black and White Versions 2 its Pokédex entriy says When it is resolute(yes Keldeo can change form), its body fills with power and it becomes swifter.

(2) Keldeo has the highest Special Atack then the other members of the Swords of Justice who in turn is base on The Three Musketeers.

(3) Back to the Pokémon Black and White Versions 2 Pokédex entriy it says, Its jumps are too fast to follow.

Disclaimer: I own only the following: Charles.

Chapter 14: Suited For Success

"Oh, Opalescence. Can't you just picture it? Moi, stepping up in a stunning new gown at the Grand Galloping Gala in Canterlot!" at Carousel Boutique Rarity adores a sketch of a dress she is making for herself to appear amazingly at the Grand Galloping Gala which is only a couple weeks away. Her cat Opal lies on a pony mannequin which helps Rarity make the clothes at the right size with a pink fabric under her like a blanket. Rarity then comes over and swipes it out from under Opal and brings her down. As she landed she made a meow and went to find a new place to rest.

"Why, yes! I did make it myself. Thank you so much for asking." Rarity said with the fabric wrapped around her neck like a scarf and puckered her lips in a fashionista expression and fluttered her eyes in the process. Opal then found antother piece of fabric on the ground and lied down making herself comfortable. But it was again pulled from under her as Rarity places it under the sewing machine so she can stitch. Opal gets off of it and made an irritated growl.

"Oh Opal, of course you can help me. Thank you." Rarity thanked and grabbed Opal putting her on the table and placed a needle cushion in her mouth. She made another muffled growl irritably while holding the cushion.

"What's that? You want to help me more! Oh, aren't you the sweetest thing?" Rarity cooed and gave Opal more stitching equipment and struggles to balance with spools, glue, scissors, and measuring tape on her with one paw.

"Careful now. Don't move. This shouldn't take long at all." Rarity promised as she stitches her incomplete dress but knowing her as her pet poor Opal knew that wasn't true and rolled her eyes and made a soft meowing sigh.

Later…

Charles, Twilight Sparkle (with a pair of saddlebags) and Applejack arrive at Carousel Boutique. They entered the boutique, but seeing that she wasn't present in the ground floor, they made their way up to the upper story. Coming to one of the doors and hearing the shimmer of a magical aura, Applejack knocked seven times, then opened the door with a, "Howdy, Rarity!"

As they walked in, Twilight shushed her friends as she pointed to the right. Rarity was working on a dress design, her focus evident on the pair of red-framed, tinted eyeglasses on her muzzle. The dress-in-progress showed darker magenta trim and lighter material for the chest and forelegs. The skirt has been built up in layers.

"Can't you see Rarity's trying to concentrate?", Twilight said as the three of them walked up behind her.

"What do you think she's makin'?", Applejack asked, her voice also hushed.

"What do you think?", snarked Charles as he glanced at a bed on the other side of the room, where he saw a fluffy white cat resting there. She had violet eyeshadow and a darker bow, matching Rarity's mane, in one tuft of hair atop her head. A jeweled purple collar adorned her neck. There you are, Opalescence. Rarity addressed her as Opal for short.

"Looks like a dress.", his charge replied to the farmpony.

"Well, that makes sense since this is a dressmaker's shop and all."

A few seconds later, Rarity turned to face the three with a very polite smile, though Charles could tell it was a bit forced as he turned back. "Is there something I can help you with?"

"Oh…so very sorry to trouble you, Rarity, but I need a quick favor.", Twilight said before digging in the bags for a moment. She then pulled out a dress—red, with yellow sleeves—and laid it on a tabletop. One of its buttons had come loose. "Could you please fix a button for me? It's my dress for the Grand Galloping Gala."

Rarity gave a shocked gasp. "Oh, no, no, no! You can't wear this…uh, old thing. You need a glamorous new outfit for the Gala, and I'll make it for you. No problem at all. It would be my pleasure."

"Oh, that's really sweet of you to offer, Rarity, but I can't let you do that. It would be so much work. This dress is fine."

Rarity replied reprovingly, "Twilight Sparkle, I insist on making you a new dress."

"But—" She was waved a hoof in the face.

"Not another word. I won't take no for an answer."

"Well, in that case…thank you for your generosity, Rarity. Knowing your handiwork, I'm sure it will be absolutely beautiful."

"Be careful.", warned Charles. "There are those who will take advantage of that. Not that we're gonna do such a thing." He turned to his friends with a stern look. "Right, girls?" The two nodded profusely and the stallion sighed.

Rarity then turned a slightly critical eye toward Applejack. "Let me guess, Applejack. You don't want a new gown either."

"Gown? Shoot. I was just gonna wear my old work duds."

Rarity gave a bigger shocked gasp. "You can't possibly be serious, Applejack! You absolutely must wear formal attire!"

Applejack thought hard for a moment before answering, "Nah."

Rarity gave a smile. "What if I just spruce up your, uh…duds…for you a little bit?"

"Uh…okay, sure, why not? Since you're offerin' and all. Just don't make them too, uh…frou-frou-y."

"Deal!"

"Oh, almost forgot.", Charles said. "I was considering making a request for a suit for the Gala, but maybe I should go for a mail-order one." He ended his sentence in a somewhat teasing manner.

Once again, Rarity gave a bigger shocked gasp. "Mail order?! Those sub-par quality suits?! I simply can't allow you to wear those things! Allow me to make a brand new suit for you."

"Well, as long as it isn't gonna make me look like a Little Lord Fauntleroy."

"Who?"

"That blue ensemble you put on me and Spike when you were making favors so that Twilight would give her extra ticket to you."

"Oh don't worry about that. While that's a nice suit, it's not exactly Gala material. Speaking of which, where is it? It certainly hasn't been returned."

Before he could answer— "Look out below!" A voice came.

A panicked yell followed and Rainbow Dash smashed through the ceiling, hitting the floor much too hard for her liking, then bouncing backward and ending up tangled among equinequins and cloth bolts, with a bucket on her head.

"Sorry. New trick. Didn't quite work." Rainbow raised the bucket so that it wasn't covering her left eye, then gave a nervous chuckle.

Just then, Charles noticed Rarity think hard. "Hmmm…" This was followed by a sharp gasp, a smile, and a singsong, "Idea!" before resuming normal tone. "I'll make you an outfit for the Gala too, Rainbow Dash!"

Still standing among the mannequins, the pegasus looked back and forth with great confusion. "Outfit for the what, now?"

Rarity started indicating everypony in the room. "I'll make one for you, and you, and all of you!" She jumped in place. "Ooh, and of course Pinkie, and Fluttershy too."

"Oh and when I'm done, we can hold our very own fashion show!"

"What a great idea!", Twilight said. "If your're sure you can handle it."

Rarity levitated the cloth bolts from a rack. "Oh, it'll be a little bit of work, but it'll be a wonderful boost for my business—plus, fun!"

"Oh, I love fun things!", Rainbow agreed.

Rarity then proceeded to lay out the cloth at her worktable, her measuring tape around her neck and at the ready. "Then it's settled. We'll have a fashion show, starring us!" There were cheers from the other girls as she began to cut the fabric.

"Leave me out of this one.", Charles requested. "I don't want to participate. Although the suit request still stands."

"So all you have to do is make a different, stunnin', original, amazin' outfit for one, two, three, four, five, six, plus yourself—seven ponies? And lickety-split?", Applejack asked.

Rarity gave a chuckle. "Oh, Applejack, you make it sound as if it's going to be hard."

"Be careful with what you say.", Charles said. "Because you may come to regret it."

Later…

At the library Charles and Twilight where looking stuff up, leaving Rarity to work on the dresses (and suit) when.

All of a sudden, Rainbow Dash plowed through the doorway and right into Charles, making the two roll for a while and onto the table. "Oww!", the mare-faced stallion complained. It didn't really hurt as much, but he made it look like it did if it would at least make Rainbow be a little more careful next time.

Unfortunately for him, she seemed to know that was what he was up to. "Come on, Charles. You're tougher than that, right?"

"Doesn't make it any less painful." The two of them got off one another and brushed themselves of the dust. "Why are you here?"

"Rarity's done with our dresses and wants everypony to her boutique."

"That was fast. And one of them's a suit. I'm a stallion, remember?"

Regardless, Twilight and Charles followed Rainbow to Carousel Boutique.

At the upper story of Carousel Boutique…

Rarity backed across the room as she led all of her friends inside with their eyes closed, Pinkie Pie hopping with excitement. "That's it…keep them closed…", she said. "…don't look…" She proceeded to line the six up, who still had their eyes squeezed shut. "Okay, you can look now!"

Twelve eyes opened wide and six throats gasped in surprise at the six equinequins across them, each decked out in an outfit meant for one wearer.

Applejack's had a new brown cowboy hat, a green collar and apple bolo tie, green boots trimmed with red/white on the forelegs, a red saddle with brown trim and a long, fringed underlying green piece that resembled a saddle blanket. Every piece was decorated with apples.

Twilight's had a high-collared royal blue cape, secured by a star brooch at the neckline and gathered into a light blue saddle that sat slightly forward. Stars were sprinkled around the hem, collar, and saddle, and there were star earrings as well.

Fluttershy's had a light green cape, with butterfly brooch and earrings, a light blue shawl looped around the rump, and flowers at the hemline. Matching green sandals with vine-like ties were on the forelegs.

On Rainbow's was a rainbow-striped train with a loop of material under each wing to hold it in place, cloud-like white edging at the hem—which Opal nuzzled happily against—and a grape-bunch brooch. Gold laurels rested atop the head, and the forelegs displayed gold sandals with long ties.

Pinkie's dress had a striped vest secured in front with a large bow, ribbons at the hem, candy corn and lollipops on the skirt's lacy top layer, ribboned shoes, and a pillbox hat. The skirt and the bows on the hat and collar matched the color of its wearer-to-be's mane, the hem ribbon and shoe bows the eyes, and the vest was done in blue-white stripes.

As for Charles, his suit is banana yellow zoot suit with white buttons with a matching hat. It was partly open to reveal a white dress shirt with a red tie with black spots.(1)

"These are your new outfits!", Rarity said as Opal played with the fringe. "What do you think of your old duds now, Applejack? Pretty swanky, are they not?" She gave a giggle as her pet cat went over to the next dress.

"And Twilight, I made this dress for you, and I designed each outfit theme to perfectly reflect each pony's unique personality." Rarity proceeded to the next.

"Oh! It took me forever to get the colors right on this one, Rainbow Dash, but I did it." It can also be seen that Opal loves it too as she moved toward it again. "Oh, and it turned out beautiful, don't you think?"

Opal rolled happily past Fluttershy's ensemble. Rarity gave a gasp, "And I know you're going to love yours, Fluttershy. It just sings spring!"

Opal walked over to the suit, purring with approval. "I haven't got much practice in making new suits, Charles, but I can assure you'll look very dashing in this one!"

Opal then moved to the rump of the equinequin wearing Pinkie's dress. "And Pinkie Pie, look! Pink! Your favorite!" Rarity now stood in the center of the floor with all six outfits ranged behind her. "Aren't they all amazing?"

The others just stood there, stunned into total silence for several seconds as she aimed a huge, expectant grin across the room. Finally they began to recover their senses, but their body language gave away various degrees of unease.

Twilight began, "Wow…they're…"

Rainbow agreed. "Yeah, they're…"

"They sure are, uh…somethin'.", Applejack said.

"Yes! Something!", Twilight concurred.

"I love something!", Pinkie said. "Something is my favorite!"

"It's…nice.", Fluttershy answered.

"They…look…great!", Charles provided.

Rarity started to catch on, but didn't seem to hear the stallion's comment. "But what's the matter? Don't you like them?"

"They're very nice.", Twilight said.

"And we're plumb grateful 'cause you worked so hard on them.", Applejack supplied.

"They look absolutely great!", Charles told her.

"Mine's just not as cool as I was imagining." Rainbow commented, finding herself on the wrong end of annoyed glares from the former three. "She asked."

"I guess what we're all saying is that they're just not what we had in mind.", Twilight explained.

"But I still like them! I couldn't ask for anything less!", Charles said, guessing where this might be going to. He was also sincere in his opinion as he looked at the gobsmacked designer, then saw his friends voiced general assent, while Fluttershy pawed nervously at the carpet. Rarity groaned and hung her head for a moment, then brought it up with a slightly pained smile.

"That's okay. Not a problem. There's plenty more where that came from. They were only a first pass. You're my friends, and I want you to be one hundred and ten percent satisfied. Not to worry. I'll redo them!"

Fluttershy said, "Oh, Rarity, you don't have to do that. They're fine."

The designer was already levitating Applejack's new hat and Twilight's earrings off. "I want them to be better than just fine. I want you to think they're absolutely perfect."

"Are you sure?", Applejack asked. "I mean, we wouldn't want to impose."

"I do think they're absolutely perfect.", said the sole stallion. "They just don't realize it yet."

Rarity gave a laugh, floating Twilight's dress off and letting it drop "Oh, it's no imposition. Really, I insist!"

As the other mares began to leave, Twilight said, "Well, in that case, thank you again, Rarity."

Seeing that he won't be able to change her mind, Charles followed the rest of his friends out.

The next day, at Carousel Boutique…

Fluttershy have tell Charles that Rarity wants him to come over and give her suggestions on improvements on his suit. He opened the door to see Rarity, hard at work behind a sewing machine (to his slight puzzlement) and with her mane noticeably disheveled. "You wanted to see me, Rarity?", he asked.

"Ah, yes, Charles!", the fashion designer greeted as she stopped the machine and crossed the room. "Your new new suit's ready! I revised it, and I know you're going to love it!"

"We'll see."

In a while, Charles was dressed up, looking spiffy. Although he didn't tell her that the suit is too tight.

"What do you think?", Rarity asked.

"What do I think? I love it." He said in his opinion trying not to whine in pain.

Unfortunately for him, Rarity sensed that pain. "Oh, you're just saying that."

"No, no, I do. It's great."

Rarity was not convinced. "Great."

"Great.", Charles repeated.

"If you don't like it, you should just tell me."

While he wasn't afraid of many things, Rarity was making Charles nervous right now with her impatience. "I do like it."

"Like it or love it?"

"Does it matter which?"

Rarity's answer was to continue advancing, and Charles backed up before the hat drop off his head before realizing Hey, what the hay am I doing? and stopped, bumping heads with the fashion designer and locking horns.

"Which is it?", she asked.

"Does it really matter?"

Rarity began to push harder. "Well, just tell me what you really think."

Charles did likewise. "I am satisfied with the suit you made for me."

Rarity pushed harder again. "Tell me the truth!"

Charles countered this as well and they both continued at this shove-of-war. "It is the truth!"

"Tell me!"

"I just told you!"

With mounting fervor, Rarity continued, "Tell me, tell me, tell me, tell me, tell me!" She then pushed with such force that Charles was sent flying to the wall behind him, which he was close to and thus not much was exerted.

The force left him a little dazed, and a bit surprised that without magical enhancements, Rarity was stronger than he was physically. "Oww…for the last time, I'm perfectly satisfied with the suit you have made for me. No changes are necessary!" Rarity just gave him an angry stare that was borderline murderous. Seeing that he would not be able to leave without an answer, he sighed in defeat and 'procured' the draft from his saddle bags. "…If you're so desperate for a change, here it is." He 'gave' the draft to Rarity, which she took. "That's all I'm gonna ask. I will not give anymore demands…except if you can add a false rose to the ensemble. Other than that, I want no other changes, capische?"

Later at the library Twilight and Charles where talking but. Just then, Rainbow Dash entered through the doorway, but this time Charles was ready and put up a barrier around himself, which she slammed into. "Rainbow Dash. When will you stop slamming into stuff?"

"Rarity's calling.", the pegasus answered, ignoring the stallion's question. "She wants us all at her boutique. She's done with the new dresses."

"Finally!", Twilight explained with excitement.

"Let's get this over with.", Charles sighed.

Back at Carousel Boutique…

"Okay. I did exactly what each of you asked for.", Rarity said as all of her friends were gathered at the ground-floor showroom. "Now don't hold back." The six 'customers' were lined up staring ahead incredulously at the new outfits—which Opal is now hissing at save for one. "Let me know what you really think." As the fussy cat swiped at the hem of one and then made a vomiting impression at another, the mares began to voice their opinions.

"Oh, my!" Twilight.

"It's perfect!" Fluttershy.

"It's cool!" Rainbow.

"Why, they're the best duds I ever did see." Applejack.

"It's exactly what I asked for!" The five.

As for Charles, while the suit is bigger, he couldn't stand what he saw from the others and ran over to the window to catch some air, recovering from the shock he got. If anything, Rainbow Dash's looks cool in a different way. Other than that, they all look ridiculous for a fashion show.

As he heard Rarity sigh in relief, he turned back—averting his gaze on his friends' dresses—to see his charge walk up to her. "Thank you, Rarity.", she said as Pinkie hopped over with a little gasp.

"Are you as happy with them as we are? Huh, huh, huh?"

As Pinkie backed off, the white unicorn gave her careful answer, "Well, I'm…happy that all of you are happy. I'm just relieved to finally be done." Rarity then turned to the lone stallion in the boutique, grinning. "Charles, what about you?"

The stallion—still keeping his gaze off of his friends' dresses—turned to face her and answered between deep breaths, "It's…perfect."

"You don't look like you think it is."

"Sorry. …It's…just…that…" He never got to finish as the front door opened, revealing Spike, who had just entered and was trying to catch his breath. It took him a moment to get enough air into his lungs to speak.

"You are never gonna believe this! You've heard of Hoity Toity?"

"The bigwig fashion hotshot in Canterlot?", Twilight asked.

"Uh-huh! He heard about your fashion show—well, maybe I happened to mention it to him."

Charles was somewhat amazed. Wow. I had no idea Spike knew how to contact him.

"He's coming here, all the way from Canterlot, to see your work, Rarity!"

Applejack's eyes popped at this. "Whoa, nelly! You could sell a ton of dresses to this guy! Your business will be boomin'!"

As the others began to voice their joy for Rarity, Charles turned to the dresses again, made as if to barf, then turned to the window once again to catch his breath.

"Hoity Toity?", Rarity said with unease. "He's coming here? To see these dresses?"

"Yep.", Spike agreed. "Get ready for all your dreams to come true.

The orange stallion who had to tolerate a lot of burdens over his time in Ponyville, but never something like this, turned to the harried fashion maven, whose eye began to twitch uncontrollably at this news. It's going to be such a disaster. I just know it.

Later that night…

Refusing to take part in the fashion show, Charles stood just outside Carousel Boutique. A runway had been set up, leading from the front door—which now had a set of elaborate curtains set up across it—to a small stage on the lawn. At first, only Bon Bon, Cloud Kicker, Minuette, and another pegasus pony were with him, but within seconds a lot of familiar faces gathered for the fashion show, followed by nearly every Ponyvillian, as well as a few outsiders who happened to be in town.

He could see Opal peek out from the curtain, followed by Rarity puts her head out as well. She had put away her glasses and measuring tape, but her mane was still very much out of order.

"Oh…" Rarity gave a sharp gasp. "There he is!"

Charles turned to where she was looking and saw a dark blue-gray earth pony stallion making his way through the crowd. He wore white jacket lapels edged in black and secured with gold studs, a dark magenta ascot, and mirrored sunglasses. His long mane and tail were striped white/light gray and carefully styled, the former tied in a loose ponytail that hung forward over one shoulder, and he had a folded paper fan as a cutie mark.

Hoity Toity's passage prompted hushed murmurings from the onlookers as he came to the edge of the stage. Clapping his front hooves, which were clad in white shirt cuffs secured with gold studs, brought another stallion up—to nose a cushion into place. Hoity sat down a bit too quickly, though, and the servant got most of his face squashed into the ground.

Charles turned to see a DJ's turntable, behind which an off-white unicorn mare could be seen, who bore a long unruly mane striped in light and electric blue and whose eyes were hidden behind violet shades. He recognized her and knew that her cutie mark was two beamed notes in black.

If it isn't Vinyl Scratch., He thought as he watched her levitate the needle (in a blue aura) to rest on one of the records and nod her head in time with the music's soft groove. From what he remembered, she is a famous disc jockey in Canterlot, popular among those who were not high-class snobs and even to a few who are. In fact, from what he heard —a real gossip girl—the DJ has an affair with a classical musician in spite of their clashing genres. And nopony has seen her eye color either.

His thoughts were interrupted by a spotlight in a cluster fixture above the runway snapping on, followed by the rest of them; the glare completely whiting out his vision for a moment.

"Since the beginning of time, the elite of Equestria have longed for pony fashions that truly express the essence of their very souls.", he heard Spike say in a dramatic way as his vision cleared.

Charles gave a mental groan as he glimpsed the spotlights rove here and there. Oh, being such a large ham. Spike sure knows his stuff.

"Patiently waiting decades—no, centuries—for the perfect pony gown. Today at long last, Equestria, your wait is over. Let's hear it…" The curtain went up to expose the silhouettes of five ponies, standing before a backdrop that depicted Rarity's eyes framed by a curly lock of her mane. The latter was shaped to resemble a capital letter R without the vertical stroke at the left. "…for the breathtaking designs of Ponyville's own…Rarity!" The lights then came up on Spike's last word to fully illuminate his five friends—the pegasi hovering above the other three.

It was everything Charles could do not to retch at the sight, although he seemed to be adapting to it. Now, it was just a mere eyesore.

For Twilight, she had a purple gown, decorated with the sun, moon, and constellations (technically accurate), covering everything except the head and tail. She had star earrings, a brooch, and tail clip, with a blue-green collar and bow on the tail, and a headdress consisting of stars on antennas.

For Pinkie, she had a green blouse, with a huge, pale yellow bow at her neckline and a ruffled, light blue skirt that resembled a ballerina's tutu. There were yellow bows on all four hooves, a cupcake-shaped hat, and a bunch of balloons tied to her tail.

For Applejack, she had a getup that resembled a pair of denim overalls in front and a garishly checkered horse blanket in the back, with patches and small saddlebags. She wore four yellow galoshes, a green bandana, and a bright red ten-gallon hat whose band displayed a green apple.

For Fluttershy, she had a voluminous, light green, flower-patterned cape with a darker green hem, a huge flower collar, green shoes, and a hat styled as a bird's nest complete with eggs and stand-up flowers.

Finally, for Rainbow, she had a gold-trimmed, lightning-bolt-topped helmet whose rainbow-striped crest was swept straight back from her head, and four winged gold sandals with rainbow leggings. She wore a red collar secured with gold clips to a small triangular saddle/blanket piece on her back that displayed a cloud and lightning bolt.

Their advance onto the runway was marked by a collective gasp and shocked murmurs from the audience. As the five models reached the center of the stage, which slowly began to rotate, Charles could see the onlookers reacting with varying degrees of revulsion.

Applejack was first to catch on to something being amiss. "Why's everypony lookin' at us like that?", she asked softly, though Charles was close enough to hear, actually just below them.

Twilight began to eye her own clothing with sudden concern. "Oh, dear."

Rainbow turned to the orange earth pony. "You think we overdid it?"

"Nah."

"Ya think?!", snarked Charles. Applejack immediately had second thoughts upon eying those four thick-soled galoshes—and the other four soon began to share her sentiments. "Okay. Maybe a little."

Charles turned to Hoity, who spoke in an accent the former identified as the "Long Island Lockjaw" as the music stopped. "Oh, those amateurish designs look like a piled-on mishmash of everything but the kitchen sink!" There was laughter from the crowd. there indeed was a kitchen sink with Rarity, who moved it away with a cringing expression as Opal sat near her. "It's a travesty, it's what it is. Those outfits are the ugliest things I've ever seen, oh, for shame! Who is responsible for subjecting our eyes to these horrors—not to mention wasting my valuable time?"

Spike jumped out onto the runway and beckoned toward the backstage area. "Come on out and take a bow, Rarity! You worked really hard for this." She emerges, head hung low, as he applauded. "Yes! All right! Woo-hoo! Go, Rarity!"

Immediately, Charles teleported close to him and whispered, "Spike! Do you even realize what Hoity just said?! You just subjected her to a huge amount of humiliation."

Spike turned to see his "beloved" as the spotlight followed her long, lonely procession down the runway and past the murmuring spectators. On the still-rotating stage, one face after another began to fall at the realization that this show had become a public train wreck.

Days later...

In the hallway outside the closed door of Rarity's upper-story room in the Carousel Boutique Rarity's six friends stood, the five models out of their dresses, much to the stallion's relief.

Pinkie Pie knocked on the door. "Rarity? You okay in there?" She then put her ear to it. "You haven't come out for days."

"I'm never coming out!", Rarity cried out from inside and Pinkie backed off. "I can't show my face in Ponyville ever again!" Twilight Sparkle and Rainbow Dash then approached the door as the designer continued to lament. "I used to be somepony. I used to be respected. I made dresses—beautiful, beautiful dresses. But now everypony is laughing at me. I'm nothing but a laughingstock!" This was followed by sobbing.

"You're not a laughingstock, Rarity.", Twilight assured.

"She kind of is!", Rainbow said to her.

"And whose fault was that?!", Charles scolded.

His charge shushed them both, then turned back to the door. "Come on out and talk to us."

Rarity was still sobbing as she replied, "Leave me alone! I vant to be alone! I want to wallow in…whatever it is that ponies are supposed to wallow in!" Charles smacked himself in the face at this. "Do ponies wallow in pity? Oh, listen to me! I don't even know what I'm supposed to wallow in!" She sobbed harder. "I'm so pathetic!"

Back outside, everypony else was at a loss. "If Rarity weren't our friend, I would've been having fun listening at this brand of melodrama.", Charles sighed as he stepped back.

"Now what do we do?", Twilight asked the others.

"Uh, panic?", Fluttershy suggested.

"That's your answer for everything!", Rainbow groaned.

"Well, we can't just leave Rarity like this.", Applejack said as she gestured to the door.

"She'll become a crazy cat lady!", Pinkie added.

"She only has one cat.", Twilight told her.

"Give her time…"

Twilight then decided to step forward and put an eye to the keyhole. She gave a "Hmmm…" of thought, then withdrew her face, only for Charles to follow her example. From what he could see, there were stripped equinequins, a rack of materials, Rarity crying on her bed while wearing a pink robe and bedroom slippers (with her mane a tangle of random curls), and what seemed to be a half-finished gown meant for her on its dummy, apparent from a sketch tacked to the bulletin board.

I think I know what Twilight's up to…

An undetermined amount of time later…

Rarity was standing resignedly before her mirror. "Exile. I guess technically I'd have to move away to live in exile. Where would I go? And what would I pack? Oh, it's going to take me forever to do all of that packing. What are you supposed to pack when you go into exile? Are you supposed to pack warm?" Her wallow in the pity pool was interrupted by a loud, frightened meow. "Huh? Opal?"

The meow repeated itself as she walked to the window and opened it for a better view. After a panicked look left and right, she turned to a nearby tree branch—and saw Opal there, shaking like a leaf and keeping a death grip on the wood. "Opal, how did you get up there? Hang on, you poor dear. Mama's coming!"

In an instant, she burst through the door, only to skid to a stop with a huge gasp. Rainbow Dash was up on the tree as well, sitting on a branch not far from the cat, who tossed a slightly vexed glance her way.

"Rainbow Dash? How dare you strand my poor Opal in a tree!"

"Well, how else were we gonna get you out here to show you this?" The pegasus pointed one way and the unicorn glanced there to see all her other friends back away to reveal the equinequin they were hiding.

The ensemble consisted of a full two-layer magenta skirt trimmed with jewels and light yellow sashes, a blouse of a lighter shade, a deep magenta collar with additional yellow trim, a cape trim, foreleg sleeve cuffs, and a gold tiara with jeweled earrings.

Rarity could only stammer at the sight. "What is it…it's not…you…" She then gave a lung-inflating gasp.

"We all finished your dress for you!", Pinkie explained.

"Thanks to Fluttershy's freaky knowledge of sewin'.", Applejack said.

"Though her know-how on design leaves much to be desired.", Charles added. "I mean, 'blanket stitch on a gala dress'? Half of the critique she gave out on you, which she had allowed me to look through, was complete nonsense." The others stared at him in puzzlement, which he noted. "I'm a guy for design, I have unnecessarily memorized a lot of terms concerning design, but didn't reveal it because and I don't really care too much about fashion and if I did my suit would've ended up just like those…disasters."

There was a moment of silence before they put this bit of trivia aside.

Fluttershy then spoke up with a blush. "Do you like it?"

Rarity was listless. "Like it…" She walked cautiously around to see the outfit from the back side. "Like it…", she repeated, with some life in her voice.

"Uh-oh. She doesn't like it."

"No, I don't like it." There were "Awww…"s from the girls and a groan from the only stallion in the group. "I love it!"

The girls cheered at this while Charles thought, Didn't see that coming.

"You ponies did an amazing job! It's exactly the way I imagined it!"

"We just followed your brilliant design.", Fluttershy said.

"Like we should've let you do for our outfits. Those first dresses you designed were perfect., confessed Twilight.

"We're so super-sorry.", said Pinkie as Rainbow flew down with Opal on her back.

"You worked really hard to make our dresses exactly the way we wanted them—and we all saw how well that turned out."

"And it was stupid of me to not point it out and solve the problem before it got to this level.", finished Charles.

Rarity moved close so Opal can jump to her, then addressed everypony. "Oh, I forgive you."

"Well, that's mighty big of you.", said Applejack.

Suddenly, Rarity went distraught, putting a hoof to her forehead. "But my whole career is still ruined!"

"Oh. Right. That."

Twilight turned her attention away from the tableau and to the corner of the building, where Hoity Toity was standing. "Maybe not."

"All right, I haven't got all day.", said the style expert.

Later, at the ground floor showroom…

As Opal batted the curled end of Hoity's ponytail like a ball of yarn, Rarity—now properly groomed and out of her robe—faced the style expert uncertainly, then gazed at some hastily-made bleachers.

There, a small audience was gathered, consisted of a select few Ponyvillians. They all observed the closed curtain in the middle of the room, a few expectantly, many uncertain given the last show.

"Take two!", Hoity said as he tossed his head back, startling Opal into leaving his mane alone. Rarity looked across the room, the signal for Spike to close the window drapes, shrouding the room in shadow.

[screen mode]

{Fade in to a close-up of Rarity, eyes closed and horn blazing, and zoom out. She takes a few steps forward, away from the curtain, and the screen fills with purple light around her. Hoity and the audience gasp softly at the sight; when the view clears, it has shifted to a night sky filled with flying stars. Several of these settle onto the hem of Twilight's first dress in close-up, with four light-blue shoes visible beneath it. Zoom out to frame all of her, turned mostly away from the camera; she rears up briefly, pivoting to face front and put herself in profile as fireworks burst behind her.}

{The background dissolves to the showroom and the opened curtain that surrounds Twilight.}

Hoity: (from off-screen) Hello… (Cut to him, lowering his sunglasses, exposing a pair of blue eyes behind the mirrored lenses) …oh, this can't be the same designer.

Charles: Oh, but it is.

{Hoity turns around to find the speaker, but is unable to pinpoint his location. The dress hem waves across the view, one of its stars flying loose and growing to flood the screen with white. Fade in to the brilliant sun in a clear blue sky and zoom out to frame it shining over Sweet Apple Acres. A pan across the laden trees brings one sparkling red apple into full focus; it is quickly lassoed, pulled loose, and whipped away. The other end of the rope is in Applejack's teeth, and she lets it go as the background becomes a light green checked pattern accented with red apples. After a quick rear-up, she crosses one foreleg over the other and smiles with narrowed eyes, showing off her original outfit. Her mane and tail have been braided.}

Hoity: (from off-screen, as curtain dissolves into view around her) Simply magnificent! (Cut to him.) And I suddenly have a fierce craving for some Dutch apple pie, candied apples on a stick, apple turnovers, apple cobbler…

Audience: Mmmm…

{A mass of clouds moves into view, blocking him out. Candies of all sorts begin to rain down, and candy corn kernels and lollipops settle onto the lace trim around the blue/white-striped vest of Pinkie's original dress. The pink bow drops neatly into place on her pillbox hat; in extreme close-up, she sticks out her tongue to catch a gumdrop and eats it blissfully. Zoom out to frame her, standing in a meadow amid confections that seem to have sprouted up from the grass. She wears pink, blue-bowed shoes on all four hooves. As she beams for the camera, the scenery dissolves to the open curtain. Back to Hoity.}

Hoity: Brilliant!

{An o.s. lightning strike nearly sends his shades flying off his head; cut to it—cycling quickly through the colors of the rainbow. When it lets up, a wisp of smoke floats into view and crosses the cloudless sky toward the sun; once it gets there, it and the heavenly body both vanish to leave the sky gray. Shafts of light in different hues pierce the gloom one by one and blend to form a rainbow, which resolves into the billowing, cloud-trimmed train of Rainbow's first-run outfit. She flies confidently along, her mane tied back in a loose bunch and longer than usual, and glides to a stop as the curtain dissolves into view around her. Cut to Hoity.}

Hoity: Oh, spectacular!

{He is caught off guard by the green tendrils that snake up from the bottom of the screen. The rest of the view fades away as these begin to sprout leaves and burst into bloom; the flower petals then fall away at once and become a shower through which butterflies flit here and there. One comes to rest by Fluttershy's ear and the flowers woven into her mane, becoming an earring, and the camera backs up to frame her standing demurely amid the flowers in her "Mark I" dress. She now wears green sandals on all four hooves, but only the front ones have vine-like straps. The curtain dissolves into view around her. Cut to Hoity.}

Hoity: (clapping, accompanied by the audience) Now this is a fashion show! Oh, these dresses are absolutely amazing! (looking around) Who is responsible? Step forward, show yourself!

{A blaze of light from o.s. forces him to shield his eyes. It is coming from Rarity's horn, and a zoom out reveals that she has donned her own dress, tied her mane as in her sketch, and taken a position alone before the closed curtain. Her horn throws spots of light on the walls and floor that dance like the reflections from a disco ball. These die down as the curtain opens to reveal the other five ponies—with the addition of Charles donning his suit—who hold their places as she steps proudly to the edge of the floor.}

Hoity: (from o.s.) Brava! Brava! (Cut to frame him, her, and Opal; he claps wildly.) Magnifico! Encore!

{At the bleachers, the audience follow suit, each of their faces displaying express delight and joy.}

Rarity: Oh, thank you! Thank you! Oh, thank you so much!

[end screen mode]

"But might I ask…", Hoity appended. "Why did this dashing mare not have an entrance like the rest?" His face seemed to contort a bit in wonder, perhaps on why a mare would wear something meant for a stallion's.

"I specifically asked Miss Rarity not to include me in the lineup.", Charles answered. "Plus, in spite of how I look and sound, I'm a stallion." He proceeded to 'take off' his hat and give a look.

This revelation caught the style expert a little off guard as his eye twitched for a bit behind the shades. There were a few knowing giggles from the audience.

After the show…

As usual, while the audience started to leave, Twilight started to dictate a letter to Spike, who wrote diligently as always.

"Dear Princess Celestia… This week, my very talented friend Rarity learned that if you try to please everypony, you oftentimes end up pleasing nopony, especially yourself. And I learned this. When somepony offers to do you a favor like making you a beautiful dress, you shouldn't be overly critical of something generously given to you. In other words, you shouldn't look a gift horse in the mouth."

This last sentence got Charles' thoughts in high gear as he thought of the implications. Wait! Slavery was legal here?! Oh wait. Was. Right. And it would be rude to stare down the throat of someone who's giving you a present anyway. He shook his head as his charge laughed to herself, then said to Spike, "Don't send that scroll just yet. Add a P.S.." He then dictated, "Don't interfere in an artist's creative process."

"May I send it now?", asked Spike.

"Yes you may." With that, Spike rolled up the scroll and hit it with his fire breath to send it on. The smoke drifted out the window and past Hoity, who crossed to Rarity, whose cat was nuzzling at her feet. "Rarity, my congratulations to you on a most impressive fashion debut.", he said. "Would you do me the great honor of allowing me to feature your couture in my Best of the Best Boutique in Canterlot?" Her eyes steadily widened as these words made their way from ear to brain, and she gasped ecstatically after the last of them. "Now, I'll need you to make a dozen of each dress for me by next Tuesday."

Rarity's joyful reverie went straight out the window when these words make the trip from ear to brain—seventy-two dresses that quickly? The only response she could muster up was a combination of a gasp, a twitchy eye, and the sort of unstrung giggle that might turn into a crying jag at any moment.

"I might have to advise against that large a demand, sir.", Charles put in as he approached Hoity.

"And whenever would that be the case?"

"Let me tell you how all this began…"

(1) I decided to have Charles don a ponified version of what 'The Mask' wears.

Disclaimer: I own only the following: Charles.

Chapter 15: Feeling Pinkie Keen

Daytime in Ponyville…

At a hill near the town square pavilion. Twilight Sparkle was testing a new spell on Spike, Charles standing by in case of emergencies. The baby dragon had a rock balanced on his head, some leaves around his neck, and a twig in his hand like a cane.

The purple unicorn was casting a spell and aiming her horn at her assistant, strain showing on her face. A quick poof turned the leaves into a tuxedo jacket and ruffled shirt with a red bow tie, and a second one left him holding a gold-headed walking stick instead of a twig. Spike looked back over his shoulder with slight trepidation.

"Eyes over here, Spike!", Twilight reminded him.

"Uh, sorry."

"Interesting.", Charles noted as the rock on Spike's head bobbed up off his head and changed into a glossy top hat.

"For this to work, it's crucial we keep our concentration totally on the—"

Spike was suddenly distracted by a familiar voice a distance away. And the brand-new headwear promptly resumed its rock-like qualities, dropping squarely on Spike's noggin, smashing him down. By the time he hit the ground, his tux and stick have turned back as well.

Twilight was annoyed at this. "Spike! This magic needs our full attention to make it happen! There's no other way!"

"Can you teach me the specifics of that spell?", her bodyguard asked. "I need to know so I can decide whether or not to learn it."

"Why?"

"If I can temporarily turn any object into a shield or weapon, it'll be useful. If coordination between two individuals is required to make it work, I'll deem it as too much effort."

"Sorry.", Spike apologized as he got up. "I can't help it!" He then gestured somewhere. "Look!"

The something was Pinkie Pie, who stuck her head—covered by an umbrella hat—out from behind a tree and dashes into some bushes. Next, she ducked underneath a porch, risked a peek, and zipped away to a rock. As the three looked on, totally bewildered, she lifted it up off herself and darted away, letting it slam back down.

Twilight sighed impatiently at this. "Never mind her. She's just being Pinkie Pie."

Spike scratched his head. "Super-extra-Pinkie Pie today."

Pinkie's next move was to tiptoe across the green space between two houses. Before she got clear though, she stopped stock-still and her tail begans to twitch. She eyed it as if it were a rattlesnake about to strike. "Huh…twitchy twitch-a-twitch-a-twitch." As it settled down, Twilight, Charles, and Spike approached.

"Pinkie Pie, what in the wide wide world of Equestria are you up to?", the bookworm asked.

"Oh, it's my tail!" She put it in Twilight's face. "It's my tail!" Twilight raised her head and pushed the magenta fluff down with a hoof. "It's a-twitch-a-twitchin'!" She then turned around to face them. "And you know what that means!"

There was a long pause. "Actually, Pinkie, I haven't the slightest idea."

Pinkie dropped into a huddle. "The twitchin' means my Pinkie Sense is telling me that stuff's gonna start falling! You two better duck for cover!" As Twilight and Spike traded a smile, Charles decided to look up, and made a face.

"Oh, Pinkie, it's not gonna rain. Why, there's barely even a cloud in the—" She never got to finish that thought due to the frog that dropped from above and stopped an inch from her face. As it was, Charles managed to 'catch' it in time.

"Whoever said rain was the only thing that can fall from above?", Charles said as the frog gave them a loud, cheerful ribbit and Pinkie stood up.

"He just said 'nice catch' in Frog.", Pinkie translated. The frog repeated itself while she smiled and Twilight grimaced mightily.

"If I hadn't caught him, he might've landed on your horn, Twilight. And that would be terrible." He then looked up. "Hi, Fluttershy.", the bodyguard greeted as he waved a hoof upward, inadvertently 'dropping' the frog as it landed on his charge's face.

The two mares and one dragon looked up to see said pegasus hovering some distance up. She was toting saddlebags full of frogs, carrying a basket on one foreleg, hauling a cartload, and letting one extra ride on her head.

"Oh, I'm so, so sorry.", Fluttershy apologized. "You okay, Twilight Sparkle? I just couldn't stand to see the pond getting so overpopulated, what with the frogs all hopping into each other and all. So I decided to fly as many as I can on over to Froggy Bottom Bog."

"Of course you did.", Twilight replied levelly as Fluttershy got the basket handle in her teeth.

"Bye-bye!" Once she was gone with her croaking cargo, the dropped frog was now hanging onto Twilight's cheek.

"Um, Twilight? You got a little something on your face there.", said Pinkie.

Twilight replied with sarcasm. "Oh, really? Did your Pinkie Sense tell you that too?"

"Nah. I could just see it." As she trotted off, singing to herself, the frog took its leave of Twilight, launching itself with enough force to set her whole head vibrating for a moment.

"Come on, Spike. Let's continue our practice session where there's a little less commotion." As Twilight walked off, the boys followed, with Spike jumping on her back.

"Wow! That was amazing!", said the dragon. "Pinkie Pie predicted something would fall, and it did!"

"Oh, come on. She said something would fall, and a frog just happened to fall right around the same time. A coincidence. Nothing else to it."

"Well, the Pinkie Sense sounds interesting.", Charles looked around, not only up, but ahead as well, and noticed something. "Something else is gonna fall!"

As the the umbrella-hatted pony collapsed onto her haunches, Twilight walked away, carrying Spike. "Oh, Pinkie, please. Nothing else is gonna faaaAAAAAA—" She was cut off by a sudden pull of her tail and the front half of her body dropping—getting Spike off of her back and onto a ditch, which she would've fallen to as well if Charles didn't 'pull' her tail in time, leaving her other half dangling at the edge.

Knocked silly, Spike said, "Oh, no! I fell!"

"And Twilight almost did too were it not for me.", added the bodyguard, gently 'letting go' of his charge and letting her slide down. "And now she has." As Pinkie walked up to him, he turned to address her. "Is it, uhh…safe to go help them? Anything else incoming?"

"It's okay.", Pinkie assured as she swished her tail. "My tail's stopped twitching." With a toss of her head, she relieved herself of the umbrella hat and trotted away singing.

Then peeked into the ditch with a groan. Twilight was growling quietly and she and Spike worked their way back up to vertical.

"That was amazing!", Spike said in spite of his injury.

"Oh, please.", groaned Twilight.

"Uh, Twilight?", they heard Applejack call. "Why are you hangin' out in a ditch?"

"Because Pinkie Pie predicted it!", Spike replied as he and Twilight peeked up from the ditch. There was a look of surprise from Applejack.

"Honestly, Spike, she did not. Two coincidences in a row like this may be unlikely, but it's still easier to believe than twitchy tails that predict the future." Twilight swished her own tail at the proper moment to make the point.

"I'll have to agree for now.", said Charles. "Twice is still just a coincidence."

Suddenly, Applejack managed to voice an unnerved gasp and neigh at the same time. "Twitchy tail?", she gasped as she reared up. "Pinkie Sense?" Then she dashed and took cover beneath a nearby produce cart, pulling her hat down tighter with a scared moan before Spike crossed to her.

"Don't worry, it's safe. The prediction already came true. "

Twilight climbed out of the ditch as Applejack emerged from the cart. "Oh, wait. Don't tell me you believe in this stuff too."

"I know it doesn't make much sense, but those of us who have been in Ponyville a while have learned over time that if Pinkie's a-twitchin', you better listen."

Right on cue, Pinkie showed up. This time, though, her ears were doing the mambo. "My ears are flopping, my ears are flopping!"

Spike recoiled in terror with a cry. "What does that mean?"

Pinkie turned to face Twilight. "I'll start a bath for you."

"Huh?", She then laughed as Spike and Applejack backed while Charles looked at the street. "A bath? This thing keeps on getting more ridiculous by the minute!"

The fact that she actually finished this bit of criticism did not stop another calamity from almost befalling her. In this case, she would've been splattered with mud thrown up by a passing hay wagon were it not for Charles putting up a panel barrier between her and the dirty water. However, the bodyguard had neglected to shield himself and was the one muddied instead since he stood next to her.

"Okay.", Charles managed to say. "Pinkie. You'll need to start a bath, but for me instead." Twilight just sank to her haunches with an infuriated groan.

Later, in Sugarcube Corner…

Charles was in a full sudsy bathtub in the bathroom reserved for Pinkie and the Cakes, the owners of the store. His charge stood nearby much to his slight embarrassment. Even though nudity was a non-issue, being in a tub with a female in sight was something he was still getting used to. He blew some of the bubbles away as Pinkie emerged from behind him and the candy/sweets print curtain, a bottle of bubble bath soap balanced on her head.

"So basically, it works like this.", Pinkie explained her Sense as she set the bottle by the sink. "I get different little niggly feelings and they mean different things." She proceeded to demonstrate. "Like when my back is itchy, it means it's my lucky day. And when my knee gets pinchy, that means something scary's about to happen."

"Is your knee pinchy now?", Twilight asked.

Pinkie flexed the joint. "No, but my shoulder's achy. That means there's an alligator in the tub."

Charles plunged his head into the soap suds, then came up a second later 'holding up' a small one that bore impossibly pinkish-purple eyes. "You mean this alligator?", he asked flatly without a trace of fright.

Twilight however freaked out so badly that she jumped to a short stool just behind her with a cry and balanced all four hooves on it. "How come your knee didn't get pinchy?", she asked as Pinkie took the little reptile from Charles' arcanokinetic "grip". "That isn't just scary, it's downright dangerous!"

"No, it's not, silly!", Pinkie said. This is my pet alligator Gummy." Gummy opened its mouth, exposing toothless gums. "He's got no teeth!" He then jumped and nipped her foreleg. "See?" Neither this nip, nor the ones that followed to her mane and tail, had any ill effects, and she even giggled as he plied his gums on her.

"Okay, okay. I get it."

"Strange. From what I read about alligators, their teeth regrow quickly.", Chronicle said. "And even without them, his bite still should've hurt hard. Where'd you get him?"

"I'm not allowed to say."

"Okay"

Later…

As the three ponies left Sugarcube Corner, Twilight still refused to acknowledge what just happened. "Well, I still don't believe all this "special power" stuff. It's just a bunch of mumbo-jumbo."

"What's not to believe?", Pinkie asked. "You do magic." Twilight stopped in surprise as the earth pony went on. "What's the difference?"

"Huge!" Twilight galloped to catch up, finding Pinkie stopped at a well near a cart selling cleaning products.

As Charles caught up, he saw his charge notice a crate on the ground, push the items aside and climb atop it. Soapbox, heheh., he mentally giggled.

"For one thing…", Twilight then cleared her throat. "…magic—"

"Unicorn magic.", he cut in.

"—is something you study and practice.", she continued as if he hadn't interrupted.

"Like science."

"It only happens when you decide to do it, and it's meant to make something specific, that you choose to happen, happen! With you, uh…it makes no sense at all!"

"That's so not true, Twilight.", Pinkie argued. "Sometimes it's a bunch of random things happening to my body at random times that supposedly predict the future. I call 'em 'combos'."

Twilight jumped down and walked to the library, which was close by. "Combos?"

Pinkie hopped after her toward the library as they rounded. "Sure! You know, like ear flop, then knee twitch, then eye flutter?" She showed off each movement in the sequence as she named it. "That means the sky is about to be graced with a beautiful rainbow."

"Yeah. Sure.", Twilight said dismissively as she headed for the door.

"Uh-oh. I feel a combo coming on." And it went off, step by step. "Ear flop…eye flutter…knee twitch!"

The bookworm unicorn just threw a skeptical glance back from the library doorstep, then got the entire door thrown at her—more precisely, slammed into her face by Spike, who backed out with a stack of books. When it swings shut, she was squashed flat across its woodwork, from which she slid down with a pained moan to wind up in a heap on the doorstep.

"You said that combo meant 'beautiful rainbow.'", Twilight moaned woozily.

"Oh, no, no, no, no, no.", Pinkie said as she acted out. "You're thinking of an ear flop, then knee twitch, then eye flutter."

"Hmm…same movements, wrong order, different message.", Charles said. "Right, Pinkie?"

"Yup! This was an ear flop, then eye flutter, then knee twitch. That usually means "look out for opening doors." You okay?" Twilight got up.

Twilight was absolutely frustrated. "I don't believe this!"

Pinkie got into her face. You don't believe because you don't understand." She then backed off.

"Hmmm…"

In the basement of the library…

Charles looked in awe at the bubbling flask in a rack, then to the rest of the laboratory equipment, then at the root-covered ceiling. Stairs led down into this area. "Wow. How'd you get all of this in, Twilight?", he asked. "Unless the previous owner was a scientist, which I somehow doubt."

Pinkie stood on her hind legs behind a console, resting her forelegs on it and wearing a helmet covered with diodes. Near her was a strip chart recorder that has been hooked up to the console. Twilight—who had ignored her bodyguard's comment—gripped one last wire in her teeth and plugged it into the helmet. As the diodes winked to life, she threw a burst of telekinesis at two clamps on the console, causing them to flip shut on Pinkie's forelegs and hold her in place.

"Okay." Twilight said as the recorder started cranking out graphs and chuffing steam. "Now when you get another twitch, we'll have all kinds of scientific information."

"Okey-dokey-lokey!", Pinkie replied cheerfully. Her expression rearranged itself into stoic composure as she stood there and Twilight watched both her and the chart. Nothing happened for several seconds, except for the periodic puffs of steam coming off the recorder.

"This isn't gonna work.", Charles groaned.

"Any twitches yet?", asked Twilight.

"Nopey-dopey!", Pinkie replied cheerfully.

Charles decided ask questions to pass the time. "Pinkie, back in the Everfree Forest, when Nightmare Moon set up those faces in the trees, did your knee get pinchy?"

"Uh-huh."

"Did it get pinchy when you saw the Ursa Minor? Provided you did see it."

"A bit."

"Does it get pinchy during a thunderstorm?"

"Nope."

Okay. So she isn't scared of lightning. It's not even scary, just startling. "Did it get pinchy when you mistrusted Zecora back then?"

"Now that I think of it, no."

"Did your tail twitch before I fell off the ravine? Or the mountain? You know when."

"I do and yup."

"How many times did your back itch?"

"Is this even relevant?", Twilight asked.

"Duh. Those events that would trigger the Pinkie Sense could've easily happened. And I needed to know." Provided she isn't lying.

His charge groaned in impatience. "Now? Anything?"

Pinkie concentrated for a moment. "Wait! Hold on! …Uh, no."

"Are you kidding me? After a whole day of nonstop twitching, now that I've got you all hooked up, you're not getting a single one?"

"I don't control it. They just come and go."

"That makes no sense!"

"Sometimes you just have to believe in things, even when you can't figure 'em out."

Twilight got in her face. "I will not believe in anything I cannot explain."

"I don't think you're doing this experiment right.", Charles told his charge. "Given what we—or at least I—figured out so far, this place doesn't have the proper conditions for the Pinkie Sense to operate. No bathtubs, no alligators, no doors to look out for, nopony needing to look out for them, nothing here at risk of falling, luck being an incalculable factor, nothing that can elicit the need of a bath… There's just little chance to make it work right now. I mean, we're just standing in a basement without moving. That means nothing whatsoever is going to happen, so there's nothing for Pinkie Sense to predict."

"Wait!", Pinkie suddenly said. "Hold on…I'm feeling something…"

"Oh my gosh!" Twilight gasped as she looked at the chart. "What? What is it?"

The answer was a loud grumble from Pinkie's gut. "It's my tummy! That usually means I'm hungry. Let's eat!"

"That's not the Pinkie Sense at work.", Charles giggle as his charge gave out a loud groan. "All animals has that."

"You know what?", the exasperated scientist said before yanking the wires out with her teeth, shutting down the entire rig, and spitting them away. "Just forget it! I don't need to know if this is real or not. I don't need to understand it. I don't even care!"

As she then walked off, Pinkie pulled her forelegs out of the clamps and flipped the helmet off her head. "Okey-dokey-lokey!"

"Still, that's a pretty useful trait.", Charles said as they went up the stairs. "I know a number of dangers that can trigger the Pinkie Sense."

Pinkie was the first to reach the door. As the three ponies approached it however, she went rigid with a little gasp and backed away. "Uh-oh." A combo then hit her—ear flop, eye flutter, knee twitch—that caused her to gasp loudly and jitter backward.

Charles noted this and aimed his horn at Twilight, who was at the door, and had just enough time for one glance at Pinkie before it was flung open. Before it could smash her completely, her bodyguard already had his arcanokinetic 'grip' on her tail and pulled her away, but he wasn't fast enough, leaving the door to get just her head instead.

Spike, for the second time, turned out to be the one who opened it.

"Pinkie, have you seen Twilight? ", he asked Pinkie, who hopped merrily along the path.

"Uh-huh.", she answered as she left.

Spike did not find the unicorn he was asking for until the door swung shut, with her face pounded flat on the wall.

Spike say, "Twilight? What are you doing there?"

His charge groaned with effort and asked, "Did you two plan this?"

"Plan what?"

Twilight's head finally popped into its regular shape as she gave a louder groan. "This is ridiculous! This can't be happening! This makes no sense! I have to figure this out."

In the park outside Ponyville proper…

Near the park's fountain, Pinkie hopped along giggling to herself, and stopped to smell a flower. As she resumed her cheerful travels, a bush rose clear of the ground and began to follow her, moving under the power of four violet legs.

Once it settled down, a pair of binoculars poked out of the leaves. Twilight looked through them, focusing and zooming in on Pinkie. She donned a pith helmet and stuck a pencil in her teeth. She then quickly ducked behind the bush, resting the binoculars and a notepad on the ground, and then levitated the pencil to write, taking a cautious peek over the shrubbery as she did so.

"Twilight?", a voice called.

Immediately, she leaped straight up with a frightened scream and thud down by the bush. Spike, who had just come over, got yanked in with a yell of his own. "Honestly, Spike, don't you know better than to sneak up on ponies?"

"Oh, sorry, but, um, well, isn't that what you're doing?", he replied as she peeked up. He proceeded to do so as well, only for her to gasp and tackle him to the ground.

"No…", she replied in a hushed tone as she peeked through the bush. "…I'm doing scientific research. I'm observing Pinkie Pie, scientific name Pinkius pieicus, in its natural habitat."

Spike peeked through as well. "Pinkius who-icus?" Both ducked down inside the bush.

"There's something fishy going on with the whole twitchy prediction thing, and I'm getting to the bottom of it. So, shhh!"

The baby dragon acknowledged this with a finger to his lips. "Twilight?", another voice then called, startling the two as they looked around. "If you wanted to spy on her, you could've asked me to do it for you."

"Charles?", Spike asked. "Where are you?"

"I'm right in front of you." As the orange unicorn became visible.

"Wow I didn't know you know the invisibly spell?" Twilight asked quietly.

"I know some spells"

"Pinkius pieicus is on the move."

Immediately, Twilight lifted the bush and walked along, following Charles. Spike, whose legs were too short to touch the ground, treaded air while she moved the greenery.

Later…

At the schoolhouse playground just out of the town proper, Pinkie's three watchers observed her rolling about on the grass and humming to herself. One of the watchers noted that real equines did that and that it wasn't mere randomness from Pinkie.

Twilight peeked out from her bush to scope the scene with binoculars. From her perspective, Pinkie stood, scrunched up her face, and scratched her nose.

"Hmmm…itchy nose.", Twiight whispered as Spike took notes. Suddenly, Pinkie gasped wide-eyed, zipped across the playground, and huddled beneath an oversized horseshoe. Back at the bush, Twilight lowered her binoculars. "Aha! That makes no sense!" She then leaned down to Spike. "See? She's hiding like something's about to fall from the sky, but a twitchy tail means something's gonna fall from the sky, not an itchy nose."

Charles however, look at one of the trees in the area, saw something else coming. A swarm of bees could be seen overhead and streaking down to the playground. "Twilight, you should move.", he advised.

"This proves, perhaps conclusively, that—" She didn't notice Spike gasp as he saw what Charles (and Pinkie) saw until he bailed out with a yell "Spike! Where are you going? I'm trying to teach you the value of scientific obser—" he got no farther as the swarm descended on the bush with enough ferocity to make it jump in place as Twilight gets stung again and again. "Ow! Ouch! Ow! Ooh!"

Charles could do nothing for her as he took down his own notes. "Analysis: Pinkie Pie's itchy nose means that a swarm of bees is en route. Or stinging insects. Or a swarm in general. Need more conclusive info. Sufficient for now."

At Sweet Apple Acres…

Wearing a plethora of Band-Aids in addition to her helmet, Twilight continued her investigation while watching from behind a stack of hay bales next to the barn. Charles provided his research to Twilight's .

"What's she doing now?", Spike whispered as he sat on the ground beside the two unicorns.

From what they could see, Pinkie was smelling flowers in the orchard. "Smelling a flower.", Twilight answered him.

"Holy guacamole! I wonder what that means!"

Twilight lowered her binocs. "Probably that the flower smells good." She raised them again. "Wait! I'm getting something! Ear flop…eye flutter…knee twitch."

"Hold on." He then ran off to a second stack of bales several yards away as Twilight lowered her binocs. "You told me that's the combo that says "watch out for opening doors"!"

Looking behind herself, Twilight took note of a door whose top half was open and laughed dismissively. "You really, really believe this stuff, don't you?" She turned to the door. "Here. Let me show you there's nothing to be afraid of." She propped one foreleg on the edge of the closed lower half and smirked across the way.

While she did that, Charles looked around for other doors that could still met the condition of the combo…but no luck. Charles and Twilight trotted away with the former saying "You see? I promise you there's nothing to fear from that-" both unicorns didn't see a cellar door opens in the middle of the ground in their path. Both unicorns accidentally hit the top of the doorway and started tumbling down the stairs shouting in pain every step they hit and eventually hit the bottom. Both unicorns fell into unconciousness.

"Hey, guys!", she called. "You came to visit my new apple cellar? How nice. Guys? you okay? Uh, guys" Applejack's voice was heard from the bottom as she inspects them worriedly. After bandaging both unicorns' waist and came to their senses they followed Pinkie to a park hiding behind a park bench.

Charles and Twilight both hid on the opposite end of a park bench. The latter in a wheelchair, got casts on her forelegs, and have them attached to traction wires with pulleys attached to a framework and operated by a lever. "Here, let me help you," Spike said. and he lifted the binoculars to Twilight. She looked through the binoculars. Spike, the second one who spoke, stood behind them taking notes.

"Okay. Take this down.", Twilight whispered to her assistant. "Twitchy tail."

"Twitchy tail…" Right after taking it down, it took a second for him to gasp and go into a full-scale panic, throwing the notepad away. "TWITCHY TAIL!"

This disturbed Twilight as she dropped her binoculars and Charles decided to look up just in case—and paled in shock. "Hush, Spike! We can't let Pinkie know we're here, remember?"

"Something's gonna fall! Something's gonna fall! Run for your lives!" And he did so, whooping crazily.

"Ugh! Spike, honestly. You're overreact—"

"Time to go!", her bodyguard cut in as he tried to pull her away, but to no avail.

"Honestly, you too?"

He never got to answer as the prediction came true. In five seconds, a flowerpot, anvil, hay wagon, and piano all crashed squarely down on his charge's head. He quickly looked up to see a delivery truck floating in midair pulled by Merry May and Dizzy Twister. At the tailgate, the forepony—a khaki stallion with a grizzled white mane/tail, a crate cutie mark, cap, and five o'clock shadow (which puzzled the unicorn)—glared at Derpy and another pegasus pony he remembered was named Raindrops, who had a jasmine coat, Tiffany blue hair, turquoise eyes, and three of her namesakes as her cutie mark.

While Parasol carried a box away, the forepony was glaring at Raindrops and Derpy, who both grinned sheepishly at the apparent lapse of concentration that did all this damage, and the latter gasped as well.

"Careful down there!", Charles called from below as he then quickly 'lifted' away all the debris and unearthed his charge, who looked extremely dizzy and had swirls for eyes for some reason.

At the park…

Pinkie was humming and licking at a spot on a front hoof when she saw a familiar farmpony come over with a basket of apples on her back. "Hey, Applejack! Whatcha doin'?"

"Takin' more apples to my new apple cellar. How 'bout you, Pinkie? What you doin'?"

"Oh, letting Twilight secretly follow me all day without me knowing."

As if on cue, said unicorn hobbled over, wearing casts on her forelegs, which were healing up slower than the other parts of her body, but still recovering faster than normal.

"You mean you knew all along?! Why didn't you tell me?"

Pinkie giggled, insensitive to the misfortune that had befallen her friend during her observations. "Silly, that would have spoiled the secret."

Her huge smile was met by a series of contorted, lopsided grimaces and a groan as Spike poked his head out from behind Twilight's tail. Spike asked fearfully, "Tail still twitching?"

Pinkie looked at her own, then said, "All done. Clear skies from here on in, as far as I can tell." But then she pulled a new trick; her entire body jittered briefly.

Spike ducked behind Twilight again as Applejack lets her basket fall. Charles stood wary. "Oh, no! What does that one mean?", the dragon asked.

"Don't know. Never gotten any like it before. But whatever that shudder's about, it's a doozy! Something you never expect to happen is gonna happen!" Another, longer shudder wracked her as all four watched. "And it's gonna happen…at Froggy Bottom Bog!"

Applejack gasped, "That's where Fluttershy's headed!" Just as she said that, said pegasus pony flashed in Charles' mind and he fainted.(1)

Spike peeked from behind Twilight. "Oh, no! Is it about her?"

"Uh…I'm not sure.", Pinkie replied.

"We'd better go and make sure she's okay.", Applejack said as Charles suddenly galloped off ahead of her. Immediately, she followed.

"Calm down, everypony.", Twilight assured as Pinkie followed, Spike doing the same shortly after. "All we know right now is that Pinkie Pie just got a case of the shivers. That's all." She then finally realized that she has lost her audience, much to her discontent.

The other three ponies meanwhile were making good time; Spike was slowly falling behind, but Twilight pulled up and slipped her head underneath to flip him onto her back. Charles thought I have to save Fluttershy, She is in danger, I Just Know it!

"Hey! I thought you didn't believe in this stuff!", said Spike.

"I don't. I just want to be there to see the look on Pinkie's face when we find out nothing's wrong."

"Okey-dokey.", said Pinkie.

"I think you lost your original motive, Twilight.", Charles said as Applejack led them along the road toward the overgrown quagmire. "And aren't you the slightest bit concerned? I just know she's in trouble."

"Next thing I know, you're telling me you got the Pinkie Sense too.", his charge replied with sarcasm.

He decided to humor her. "Maybe I do. But I got a feeling she's in trouble."

At the outskirts of the bog…

As the group charged, with Spike off Twilight's back and running under his own steam, Pinkie suddenly stopped short, struck by another shudder.

Twilight stopped and spoke in a sardonic manner. "Cold? Need a jacket or something?"

Pinkie started ahead as everypony slowed their pace." No, thanks. I'm fine." She then got another one. Charles seemed to be tense, wanting to run ahead, but not wanting to leave his friends behind, but he have the guts to stay.

Spike turned to Applejack. "So, what do you think happened to Fluttershy?"

"I hope nothin'."

"I know, but…what do you think happened?"

"I'm tryin' not to think about it."

"Me too." He became fearful. "But…I'm thinking about it anyway. Like…what if…she exploded?"

Applejack was skeptical. "Just exploded, for no reason?"

"Yeah, like, boom!" Everyone stopped.

"Whoa!", gasped Pinkie.

"I know!"

"What if…what if she exploded, and then…" She jumped up. "…and then exploded again?"

"Can you do that? Can you explode twice?"

Applejack testily started ahead. "Of course not."

Spike followed, "But what if…she exploded…and exploded again…and then—" He was stopped short by Twilight, who had put her hoof on his tail.

"Will you two stop!" She let go as Pinkie skidded up. "She's fine, I'm sure of it." All of them then moved ahead.

"I hope you're right, for Fluttershy's sake.", Applejack said.

"Oh, I can't take it anymore!", Charles cried out as he made his decision; he was about to go on ahead when Applejack cried out and turned to the right. He looked as well to see a broad stretch of swampland.

"Look! There's Froggy Bottom Bog!"

Immediately, he was on it, followed by the rest as they then started searching for Fluttershy, calling out her name. Twilight climbed a sloping tree, Applejack scoped the scene from a small neck of solid ground, Charles looked around desperately, and Pinkie lifted the edge of a lily pad to peek beneath. A frog promptly jumped onto it, knocking it flat and eliciting a surprised gasp.

Next, Spike leaped onto the magenta mane to drive its owner's face into the muck…and he saw Fluttershy standing a few feet out on a rock and emptying her basket of frogs.

"Fluttershy!", the baby dragon as he—and Charles—jumped over, the former hugging her, and the latter entering a protective stance. "You're okay!"

She was more than a bit surprised by this greeting. "Of course."

Twilight and Applejack watched from shore. "Whoo…what a relief.", the latter sighed.

"I'm so glad everything's all right.", Pinkie said.

"For the moment.", Charles said as he maintained his stance.

Twilight was smug however, "Sorry. I know it's not nice to gloat, but…AHA!"

Spike was so surprised that he fell into the water, the three ponies she was facing aimed slightly vexed looks her way, and she did not notice a large, brown, scaly something swim by.

"Tw...Tw...Twilight...", Charles attempted to warn.

But she didn't listen. "I told you there was nothing to worry about, and I was right." Green mist started to rise. "Pinkie Pie said whatever she was shuddering about was a—" She let out a cough as Applejack walked away. "—doozy, and *cough* and the only *cough* doozy here is how right I am.

Spike was now out of the water and Charles was flaring a spell as he, Pinkie, and Fluttershy stard at a vertical stretch of the brown thing as it slowly rose from the water, throwing the green mist as it did so. Twilight had her back to it and was still oblivious as Applejack, near her, caught a look at it.

"Um…" the farmpony gave a hard swallow. "…Twilight?" She then crosseed to the others

Twilight was still ignorant, however. "Pinkie's made a lot of predictions today, but—ugh, what is that smell?"

"Twilight.", Charles called as he noticed three vertical things standing up from the mire, hemming the group in, and a guttural growl drifting down over them.

"But what we've shown here—"

"Twilight."

"—is that there's no point in believing—"

"Twilight!"

Another cough. "—in anything you can't see for yourself."

The bodyguard can't take it. "TWILIGHT SPARKLE!"

"What?!" It was then that she noticed that everyone else save for him and her were moaning and terrified, looking the threat straight on the entire time.

Spike answered for Charles as he pointed. "W-W-Well, then, s-s-see what's b-b-behind you, Twilight!"

The scientifically minded unicorn finalled turned and looked up to see the expanse of scaly brown hide that now filled her vision. The growl intensified by a few dozen decibels, and she could see four snakelike heads and necks standing up from the bog. "I see it…but I don't believe it!" Three of the four heads roared in unison, the fourth—second from left—joining in a moment later.

"Well, you better believe it."

"Is that a hydra?", Pinkie asked.

"Who cares?", Applejack said. "RUN!"

The group bailed out save Pinkie, who found herself on the receiving end of the creature's hungry stares and started to back up, and Charles, who thought better, quickly picked her up, and skedaddled as they avoided a bite from one of the hydra's heads.

"Pinkie! Come on!", Twilight called as he caught up with them.

"Time to go!", her bodyguard said as the pink earth pony suddenly flung herself off his back and ahead of the others, running mid-air as she bypassed Fluttershy, who in turn passed one of the frogs she brought to the bog as it fled.

"Oh, I'm so sorry.", she said.

"Don't worry about him. We're the hydra's current target since we're a bigger meal. Not that that's a good thing for us."

Just then, another head focused on Twilight, throwing a good scare into her, and the hydra's entire lizard-like body emerged from the ooze. A strike at her came up just short. Ditto the next one, which targeted Applejack as she hopped from root to root. Fluttershy managed to barely get away thanks to Charles, who quickly hoisted her up his back, jumping from a chomp that caught the rock they were standing on. The second head from the left, the only one to stay out of the action, laughed at the other three—angry, with a mouthful of tree, and dazed.

Fluttershy got off Charles' back as they and the others bolted for it while Spike scrambled along a low-hanging vine. Eventually, the ponies stopped short at earth outcropping blocking the path ahead. Twilight took a swift look around, then galloped to one side as she said, "Everypony up that hill!"

"HEEELLLP!", Spike cried out in distress.

He was bogged down in the morass and only dug himself in farther when he tried to swim away from the approaching hydra.

Twilight was about to charge back, only to see Charles already on it. "Coming, Spike! Hang on!", he called.

Racing into the mud, a spell on his feet to keep from being bogged himself, he 'scooped' him up on his head and made tracks an instant before the reptilian jaws slammed shut at where he was a second ago. As the others sprinted uphill and he caught up, the four heads gave chase but snap back suddenly. As it turned out, one of the hydra's feet was mired in glop. It pulled loose after a moment and resumed the pursuit.

"Just wonderin'.", Applejack asked Charles. "Why didn't you decide to fight that hydra?"

"You kiddin' me? I read that if I cut off one of its heads, two more will grow in its place besides I don't know which head is immortal."(2)

"You were considerin' that?!"

"Hey, it's either it or us! And I don't think Fluttershy's in the condition to talk them down, given its many heads. And even if she was, we don't have time to plan this right now."

"I think we're gonna make it!", Twilight said.

Spike pointed ahead. "But Pinkie's still shuddering!"

Indeed she was, but stopped abruptly and ended up standing still as Fluttershy galloped by. "Oh, looky there. It's stopped!" Only for a moment, though. "Ohhh! The-e-ere i-i-it i-i-is aga-a-ai-i-in-n-n!" Spike arriveed on the end of this to push her up the slope, and Twilight followed him while glancing back down the way.

Unfortunately, Applejack let out a gasp. As the others caught up, they realized that they were at the edge of a cliff. Half a dozen tall, narrow stone pillars, separated by large gaps, stood between them and the cliff on the opposite side of the canyon.

A tremor from the beast's footstep brought a frightened gasp from the group; the hydra was beginning to climb the hill. Twilight cried out before putting together any coherent words. "He'll be up here in no time! Quick! One at a time! Cross!"

When Spike zipped up to the edge, his momentum brought him within an ace of going over it. He yelled, got himself safely back, and turned to Twilight as Pinkie's shudders resumed. "Uh, do you know any spells for turning a hydra into a mouse?"

"No!"

"How about a squirrel?"

"No!"

"How about—"

"No small rodents of any kind!"

"That's too bad."

"What about anything less dangerous than it currently is?", piped Charles.

"The hydra's too big for any transfiguration spells!"

"Thought as much."

"A hop, skip, and a…" Fluttershy leaped toward the first pillar. "…jump!" And hit it dead center, bounding away for good measure.

Good thing she remembered., Charles thought as he momentarily looked back at the dragon incident.

Spike was next to go, thrown by Twilight. He landed on the flat and watched as the equine jackhammer skittered up, then jumped ahead. She went over the edge, taking one pop-eyed look at the air below her hooves, but remained suspended in midair long enough for Applejack to get a mouthful of tail and yank her back.

"He's too close!" She lowered her head and pawed the ground. "I'll distract him. The rest of you go! Now!"

While the farmpony pushed off from the brink, hauling Pinkie along, Charles stayed back. "As if I'd leave you behind! I'm your bodyguard!"

But she wasn't listening. "Ohhh…what would a brave pony like Rainbow Dash do?"

As an idea caused her eyes to widen and her ears to perk up, while she put a fierce expression, Twilight cry out, "CHAAARRRGE!"

He turned to see that she was in full gallop down the slope. Charles went after her.

All four of the hydra's heads whipped down toward her, but she held her course, followed by the orange unicorn. After a few seconds, the heads stopped and the second from left voiced a puzzled grunt, looking back toward ground level. As it turned out, the fierce and/or foolhardy unicorn raced directly beneath the underbelly and kept running, three heads peeking down and snaking through the legs after her. As the entire body started to overbalance, the puzzled head—which had stayed out of it—gaped after the others, just in time for the hydra to flip itself forward up the hill and land on its back.

Immediately, after Twilight skid to a stop, Charles jumped onto the Hydra's belly and started striking it with his "magic horn blade". At the far side of the chasm, where the rest of the group had made it across, Pinkie was shuddering again.

"T-T-T-Twilight! Ch-Ch-Ch-Charles!", she called.

The hydra began to peel itself up and took note of Twilight rushing past uphill with a puzzled little whimper. It then noticed the attacker and one of its head struck…sending him back up the cliff's edge. A giant brown foot slamming to the turf and a feral growl terrified Twilight all over again as the purple unicorn jumped back to avoid being eaten alive when the cliff's edge got smashed away, luckily stopping where Charles lay. The first of the stepping-stone pillars wound up at a crazy angle after the hit, and as Twilight got turf under her hooves, she saw it topple over and knock out the next three like dominoes.

Charles regained consciousness in time to hear his friends gasp, and the head that went in for the strike woozily regarded the fresh lump on its crown before roaring in unmitigated fury.Twilight cowered for a moment, then got upright and eyed the now-impassable gap before her.

"Aww, for Pete's sake!", he complained.

Pinkie shuddered briefly. "G-G-G-Guys! You have to jump!"

Twilight was hesitant. "I'll never make it!"

"You'll be fine!"

"I will not!"

"We won't be either if that hydra gets us!", Charles said while I can certainly deal with this guy, I still have you to worry about."

Pinkie shuddered. "It's your o-o-only ho-o-ope!" The trapped ponies took one more look over the precipice as the hydra closed in. "You have to take a leap of faith!"

"Go!", Charles said. "I'll hold the hydra off for as long as I can! Once you're safe, I can go all out!"

After one very last quick glance, Twilight swallowed so hard enough she would've sent a brick down her gullet if she were chewing on one, backed up a few steps, then galloped as her bodyguard stopped some of the heads with a panel barrier, but missed the others as one of them descended.

It bashed the clifftop loose just as she poised herself, and she was forced to jump clear while it starts to tumble away. "No!" As Charles risked a look back, he saw her sail toward the first unbroken pillar, only to comes up well short of the flat and begin a hoof-flailing plummet.

Immediately, as his friends' eyes popped and jaws slacked, Charles broke off from defending against the hydra and jumped after his charge, although it was too late for him to catch her. Just then, he and Twilight noticed a large bubble has begun to grow at the surface. Don't tell me…

Twilight realized it too. "Oh, no! NOOOOOO!" She landed spreadeagle on the bubble, which hurled her upward and then burst— "Whooooaaaa!" —causing her to land on the first intact pillar, from which she bounced to the second and then into a rock face on the far side. As she wound up sitting against it on her haunches, all the sense knocked out of her, while the others eyed her worriedly, Charles continued falling down to the bog.

By instinct, he did what he always did whenever he fell; teleporte. As Twilight shook herself back to normal and gave her friends a big squeaky grin, getting a round of cheers and leaving the hydra to pout by itself across the way, Charles emerged from his teleport and landed on top of her. Before he could get off, Pinkie lay a king-size hug on the two.

"I knew you could do it, Twilight!"

"Now why didn't I just ask her to do this in the first place?", the stallion in the group grumbled to himself as Pinkie let go.

"I don't know how it happened.", his charge said. "Coincidence, dumb luck, or what. But you said there'd be a doozy here at Froggy Bottom Bog, and I'd say we just had ourselves one heck of a doozy. I mean, that hydra…" She cut herself off when the pink prognosticator's face went slack and the rest of her started jittering all over again. "Pinkie?"

She stopped shuddering. "That wasn't it."

"Huh?" The shuddering started again.

"What wasn't what?", asked Spike as Pinkie stopped again.

"What are you talkin' about, Pink?", Applejack wanted to know.

"The hydra wasn't the doozy." Everyone turned to the hydra, which stomped away, one head blowing a raspberry.

Pinkie's tremor kicked in again. "I'm still getting the shudders!" Her quaking moan stopped when they did. "You see? There it is again! Whatever the doozy was at Froggy Bottom Bog, my Pinkie Sense says it still hasn't happened."

"Huh? But I—" Twilight was furious and was slowly losing it. —what?! "The hydra wasn't the doozy? How could it not be the doozy? What could be doozy-er than that?!

"Dunno, but it just wasn't it."

"In case you don't know, a doozy is something outstanding or unique of its kind.", Charles decided to explain. "And I'm sure while hydra attacks are rare, they can happen to anyone who enters this bog, or any other hydra territory."

The terminally frustrated violet unicorn scrunched her face in a silent growl and gave voice to it. Her mental teakettle sang in an insanely high register for an unbearable moment—and then she completely lost it with an unhinged snarl and a huge vertical leap. Her entire body went bone-white, her eyes blazed red, and her mane and tail went up in flames, giving her an uncanny resemblance to some other unicorn (not unicorn pony) Congratulations! Your Twilight has evolved into a Twilightadash!(3)

Twilight's glare, which lasted nearly four seconds before it burned itself out, leaving her hanging, with soot all over her normally-colored body and her mane and tail a half-burned shambles.

Finally, his charge gave a weary sigh, "I give up." She then dropped to the ledge, all the burn marks instantly vanishing when Spike crossed to her.

"Give what up, Twi?", Spike asked as Pinkie started shuddering again.

"The fight…I can't fight it anymore. I don't understand how, why, or what. But Pinkie Sense somehow…makes sense. I don't see how it does, but it just does! Just because I don't understand, doesn't mean it's not true."

"Y-Y-You mean you b-b-believe?", Pinkie asked.

"Yep. I guess I do."

The tremors then intensified, then gave way to a quick succession of cartoonish contortions that stretched the pink body in ways it was surely never meant to go. When they stopped, Pinkie was left standing perfectly normal and motionless.

"Oh!" Pinkie then looked herself over and gasped. "That was it! That's the doozy!" Twilight and Spike gaped at her, the latter shaking his head clear.

"What?", Twilight asked as she crossed to her. "What is?"

"You believing! I never expected that to happen! That was the doozy!" She then gave off a laugh. "Oh, and oh, what a doozy of a doozy it was!"

The next day…

As Spike made his way to the library, presumably after finishing whatever business Twilight sent him off to (or seeing Rarity, or both), he heard voices laughing upon opening the door and peeking in.

"Oh, good, Spike.", Twilight said. "You're here. Take a letter."

He stepped into the reading room and toward a quill and scroll set up on a stand. "With pleasure, Twilight." He picked them up, ready to write.

"Dear Princess Celestia…" Instead of jotting the words, Spike looked ahead with a suddenly puzzled stare. "I'm happy to report that…" She then realized that her assistant wasn't writing as usual. "Spike. What have I been saying about focus?" She tapped a hoof against the floor to emphasize the point.

"I know, but I…well…"

"What's wrong, Spike?", she asked with a smile. "Never thought you'd see me with an umbrella hat on?" Indeed she was, which was the Charles had given to her after he took it after Pinkie dropped it yesterday.

"Not really, no."

Twilight looked to her side. "Pinkie's tail's a-twitchin'." Indeed it was as the pink earth pony stood beside her. "What else can I do?"

"Stay indoors, remember to look up, watch your step while you walk…", Charles suggested, about to put on a similar hat, but colored in orange like his own coat.

The two mares shared a laugh and the two boys joined in after a moment, Spike continuing well after the others have gone silent and the tail has quit. A gentle nudge from Twilight's hoof helped him focus on the problem at hand, and he began to write.

Twilight dictated, "I am happy to report that I now realize there are wonderful things in this world you just can't explain, but that doesn't necessarily make them any less true. It just means you have to choose to believe in them." She turned to Pinkie. "And sometimes, it takes a friend to show you the way."

Pinkie touched Twilight's nose and said. "Honk!" And Spike wrote it down.

"Always your faithful student, Twilight Sparkle."

"You know, if we hadn't gone to Froggy Bottom Bog, Twilight wouldn't have admitted that Pinkie Sense was real, which would have made her right about it in the first place.", Charles remarked. "Then again, that would mean that…" His irises shrunk and gulped in horror. "Fluttershy would've been probably left to the mercy of the Hydra, which in turn might've been a doozy depending on what might have happened."

The two mares shuddered for a moment before resuming their smiles and trotting out. Charles followed for a while before Pinkie stopped short when her tail went off. "There it goes again!", she said.

"I wonder what's gonna drop out of the sky this time.", Twilight asked.

"You never know." The two mares walked off, Charles turning to go into the library to his training room when he heard a loud thump, which had been heralded by a loud whistling sound. He turned around to see Spike having opened a window, about to send the letter to Princess Celestia when she landed on the balcony railing, nearly breaking the entire platform loose from the tree.

"Twitchy tail?", Spike asked.

"Well, I'll be…", Charles remarked as Celestia took the scroll in her mouth, and lifted off at a much more comfortable rate of speed. Both boys gaped up after her, flabbergasted that Pinkie's last prediction has come true in such an extreme way.

"Holy guacamole!"

Immediately, the stallion set aside thoughts of his training and took off after Twilight and Pinkie, catching them in his sights. "Girls! You won't believe what just happened!"

Notes:

(1) About my character's sudden fainting he was thinking what would happen if bad something happens to Fluttershy.

(2) I place one of the Hydra's heads is immortal this is true because one of the Hydra's nine heads is immortal.

(3) I place 'Congratulations! Your Twilight has evolved into Twilight has evolved in to Twilightadash!' this is not break the fourth wall I put that there because I'm a fan of Pokémon and that is good Pokémon reference and I couldn't resist that and besides when Twilight is all fired up she kinda looks like a Rapidash.

Pinkie Pie: So, what's next?

Karsap: What do you think what's next it's the Sonic Rainboom.

Pinkie: Oh.

Disclaimer: I own only the following: Charles, and one of his teachers, and anything that doesn't happen in the show proper.

Pinkie: We going meet one of Charles teachers?

Karsap: Yes.

Chapter 16: Sonic Rainboom

"Now, what have we learned?" Rainbow Dash asks Fluttershy flying around her in an open field.

"Loss of control." Fluttershy answered.

"Good."

"Screaming and hollering."

"Yes, and most importantly?"

"Passion!"

"Right! So now that you know the elements of a good cheer, let's hear one." Dash ordered landing near Fluttershy.

"Yay." Fluttershy cheered quietly doing the complete opposite of a cheer.

"...Ugh. You're gonna cheer for me like that? Louder." Dash ordered again with Fluttershy repeating the process.

"Yay."

"Louder!"

"Yay."

"LOUDER!" Dash screams. Fluttershy takes a very deep breath to get ready.

"Yaay." Fluttershy still did it softly giving herself a proud smile. Dash groaned in exhaustion and lets herself collapse to the ground.

"...Too loud?" Fluttershy asked unaware of how quiet she was. But for what purpose does Dash want Fluttershy to cheer her on for?

Dash stands on a cloud preparing herself to practice some daring stunts. Fluttershy stays on the ground to practice her cheering.

"Yay." Fluttershy cheers still softly. Dash takes a deep breath and jumps off the cloud and flys down fast gaining speed as she goes down.

"And now, phase one of my routine." Dash said to herself and starts making quick turns on a row of trees and swiftly passes by Fluttershy.

"Whoo." Fluttershy still can't get the loud cheering Dash wanted. Dash takes up for the air to prepare her next move.

"Phase two." Dash said and takes off to three clouds spinning them in a gears fashion. Fluttershy was getting dizzy by the spinning.

"Way to go." Fluttershy cheered too quiet for Dash to hear.

"Here we go. Phase three. The sonic rainboom." Dash said as she gets enough altitude to dive for the ground. As she goes a force does everything it can to try and prevent Dash from achieving the goal. Fluttershy looks up in awe watching the event.

"C'mon! [grunt]" Dash does everything she can to try and get the stunt done and came close but the force was too strong for her to overcome.

"Uh-oh. [scream]" Dash shouts as the force slingshots her up into the air leaving Fluttershy resting her hoof on her mouth in worry. Meanwhile at the library in Ponyville Charles d'Artagnan, Twilight Sparkle, Applejack, Rarity, and Pinkie Pie help clean up the place organizing and placing the books in it's proper area.

"[sigh] Last one. Thank you so much for helping me clean up all these books guys. It was a crazy week of studying." Twilight thanked.

"But it was all worth it, now that we're finally done." Charles added. Suddenly they hear screaming coming from outside and sees Dash zooming right at them through the open window. The group and Dash braced themselve for what's to come as they crashed making a total mess of the library again.

"Rainbow Dash, you rock! Woohoo. [gasp] Did my cheering do that?" Fluttershy gasped.

"What? No Fluttershy, Dash, what were you thinking? Now we have to start over again!" Charles shouted in annoyance.

"Hehe. Sorry about that guys. That was a truly feeble performance." Dash scolded.

"Actually, it wasn't all bad. I particularly liked it when you made the clouds spin." Fluttershy complimented.

"Ugh. I'm not talking about my performance, I'm talking about yours. That feeble cheering!" Dash corrected.

"What are you two arguing about?" Twilight asked.

"Were we arguing? I'm sorry." Fluttershy apologized.

"[grunt] I wish you guys could come to Cloudsdale to see me compete in the Best Young Flyer Competition." Dash admitted.

"What's that?" Twilight asked.

"It's where all the greatest Pegasus flyers get together and show off their different flying styles! Some are fast! [makes car sounds] And some are graceful." Pinkie tried to do some balance dancing but finds herself losing her balance and falls into the piles of books.

"Golly. I'd love to see you strut yer stuff in that competition." Applejack admitted.

"Yeah. I wish you guys could be there. Fluttershy's a great support, but her cheering isn't exactly inspirational." Dash pointed out which made Fluttershy dissapointed at herself.

"Wait. Best Young Flyer Competition as in the Best Young Flyer Competition?" Charles asked.

"That's what I said. Why?" Dash said.

"One of my teachers was one of the winners!" Charles said.

"Huh which one?" Twilight asked.

"Well Aramis of course! He told me how he won."

"Really I've didn't you know an alicorn." Applejack said.

"Actually He's not alicorn He's a Pega..." Charles was about to finish his sentence when Pinkie Butt in. "OOH! I'd love to see you make a sonic rainboom! It's like, the most coolest thing ever! Even though I've never actually seen it, but I mean COME ON! It's a sonic rainboom! How not cool could it possibly not be?!" Pinkie said as she jumps up and down excitedly.

"What's a sonic rainboom?" Twilight asked.

"You really need to get out more. The sonic rainboom is legendary! When a Pegasus like Rainbow Dash gets going soo fast... BOOM! A sonic boom and a rainbow can happen all at once!" Pinkie explained.

"And Rainbow Dash here's the only pony to ever pull it off!" Applejack reminded.

"It was a long time ago... I was just a filly." Dash stated.

"Yeah, but you're gonna do it again, right?" Pinkie asked which made Dash hesitated.

"Are... you kidding? I'm the greatest flyer to ever come out of Cloudsdale! I could do sonic rainbooms in my sleep." Dash assured confidently.

"Wow. If you pull that off, you'll win the crown for sure!" Twilight assumed.

"The grand prize is an entire day with the Wonderbolts. A whole day of flying with my life-long heroes... It'll be a dream come true!" Dash said with hope and excitement in her eyes.

"Yay." Fluttershy cheered in the soft voice which was really annoying Dash.

"I'm gonna go rest up. Don't wanna over prepare myself, y'know. Hehe. YOU, on the other hand, better keep practicing. I need a cheering section to match my spectacular performance." Dash said to Fluttershy confidently as she takes off leaving. Fluttershy made sure Dash was far away enough to tell the truth to the group about Dash's progress.

"She's practiced that move a hundred tims, and she's never even come close to doing it. I don't know if I can cheer loud enough to help her." Fluttershy admitted before leaving herself.

"Well, guess we better get this cleaned up... Again." Twilight rolled her eyes annoyingly but Rarity had a different idea and poked Twilight with her horn.

"Go on, go on." Rarity urged.

"Go on what?" Twilight asked confusingly.

"Find a spell that will get us wingless ponies into Cloudsdale. Didn't you see how nervous she was?"

"Nervous? Have you spit yer bit or somethin'? She was tootin' her own horn louder then the brass section of a marching band!" Applejack said.

"Oh, puh-lease. I have put on enough fashion shows to recognize stage fright when I see it. We've got to find a way to be there for her. Now go on!" Rarity urged Twilight again bumping her hips to Twilight sending her flying into another pile of books.

"How am I supposed to find a flight spell in this mess?" Twilight pointed out.

"A flight spell? One sec. Page twenty-seven." Pinkie rushed off and grabbed a book that has the spell and tosses it to Twilight.

"How'd you do that?" Applejack asked in surprise.

"It landed on my face when Rainbow Dash knocked me into the bookcase." Pinkie answered.

"Here it is! A spell that will allow Earth ponies to fly for three days. Ooh, it looks really difficult... I'm not sure I can do it."

"You've got to try!" Rarity pleaded.

"Ok... But who's gonna volunteer to be the test subject?" Twilight asked.

Each pony looks at each other to see who will go first. Rarity thought for a moment and made up her mind.

"I will! For Rainbow Dash, I will go first." Rarity said.

"Here goes." Twilight said as she stood to focus.

Shutting her eyes, grimacing in concentration, Twilight's horn began to glow. A strange blue aura snaked in from it, wrapping itself around Rarity. She stood determined, as she was lifted gently off her hooves, being further consumed by the magic. Soon, it engulfed entirely, shrouding her from view. Once it had, a blue orb emerged from Twilight's horn. It shone brightly, then burst like a balloon, sending her flying backwards.

Charles picked himself up, rubbing his eyes, as the force from the light burst had sent them all to the floor. The others picked themselves up too. He looked to the results. Had it worked alright? That answer was soon discovered, as he felt his eyes widen in shock.

Rarity floated before them. Only now, she had a pair of majestic, beautiful wings keeping her aloft. They were like the wings of a butterfly, delicate and lovely, shining light through the transparent coloour spots on them, sparkling in the light.

"I think... it worked," said Twilight weakly. That spell had taken a lot out of her.

"My..." Rarity was in awe of her new wings. "They're... why they're... gorgeous! Oh this is wonderful, I'm as light as a feather, graceful as a swan. Oh, I could get used to this."

"Better not, it's only fer three days," Applejack warned. "Still... those are some mighty fine wings."

"Oooooh... shiny..." Pinkie was wide-eyed and staring. Wrenching his gaze from them, Charles moved to support Twilight, who was having trouble standing.

"That was... that was tough..." she said, just as weakly as before. "I don't think I... have the strength to... do that again..."

"Take it easy Twilight, you did great. You're right though, another try at that and it may knock you out." He levitated the book over. "Let's see... let's see... ah, here we are! A much simpler spell to let Earth ponies walk on clouds. You and I could do this one."

"Wonderful! It's just a pity you can't all look as stunning as me," Rarity said ruefully.(1)

The next morning Dash and Fluttershy make their way to Cloudsdale to prepare for the competition.

"You've got to learn to be assertive, Fluttershy. Don't be afraid to speak up." Dash assured as the clouds move away to reveal the magnificent floating cloud city in the sky in a greek style culture with rainbow waterfalls on the sides. It was booming with life as pegasi roam and fly all over the city getting readyfor the contest.

"Well well well. What do we have here?" a dark brown male pegasus with a light blonde bang mane and tail with a weight cutie mark next to two more male pegasi with the same mane style asked smugly as Dash and Fluttershy lands near them.

"It's our old friend, Rainbow Crash!" a yellow pegasus with a dark brown mane and tail with a three basketball cutie mark insulted next to the first pegasus and a gray pegasus with a black mane and tail with three footballs as a cutie mark.

"Get kicked outta any flight schools lately?" the first pegasus insulted and the three laughed.

"I didn't get kicked out." Dash assured sharply.

"Face it, Rainbow Crash. Flight school had too many rules, and not enough naptimes for you." the first said rudely.

"Huh, ask her about the sonic rainboom." the second said.

"That's nothing but an old mare's tale. You don't have the skills to try something like that."

"Now wait just a minute! Oh, I'm sorry. I'm trying to be more assertive. Anyhow... she is going to do a sonic rainboom!" Fluttershy assured.

"No she's not, 'cause there's no such thing!" the first said

"Then show up at the Cloudseum and see for yourself!... If you're free." Fluttershy quickly turned her assertivness back into shyness which made the three laugh.

"Yeah, I'll be free." the second promised.

"Oh, don't worry. We'll be there!" the first assured.

"See you then, Rainbow Crash!" the second insulted again as the three flew off.

"Did you see that? I was so assertive!" Fluttershy said proudly.

"[sigh] Those guys are right. I'll never be able to do it." Dash said losing hope.

"But Rainbow Dash. Just because you've failed the sonic rainboom a hundred thousand times in practice doesn't mean you won't be able to do it in front of an entire stadium, full of impatient, super-critical sportsfan ponies." Fluttershy tried to cheer Dash up but just made it worst for her as she thinks about the pressure that would get to her.

"Aaaaaah! What do I do?! Every pony's gonna see me fail! The Wonderbolts will never let a loser like me join. Princess Celestia will probably banish me to the Everfree Forest! My life is ruined!" Dash cried dramatically.

"...Rare..." Fluttershy sees something amazing which made her agaped.

"Rare?! The sonic rainboom is WAY more than rare!" Dash misunderstood.

"Rarity?" Fluttershy finished and pointed at something which made Dash turned to see one of her friends Rarity flying with beautiful colorful gossamer wings which made her mouth agaped in shock as well.

"Rarity! Are you... flying?!" Dash barely asked.

"I most certainly am! Aren't my wings smashing?! Twilight made them for me. I just adore them! Why so shocked? We couldn't leave our favorite flyer without a big cheering section!" Rarity said.

"We?" Dash asked as another surprise rises from below the clouds to reveal her other friends in a hot air balloon.

"Hello!" Charles greeted happily.

"I... I can't believe it!" Dash said surprisingly.

"It's incredible!" Fluttershy added.

"This is so cool! You guys made it!" Dash said.

"Sure did!" Pinkie said as the balloon landed and jumped off.

"WAIT!" Dash tried to warn but it was too late as Pinkie lands on the cloud expecting her to fall right through. But she didn't she was standing right there smiling. The other wingless ponies greeted happily. jumped out and landed on the clouds as well standing just fine.

"How'd you do that? Only pegasus ponies can walk on clouds." Dash pointed out.

"Pretty cool, huh?" Pinkie asked as she does some cart wheels on the clouds.

"I found a spell that makes temporary wings," Twilight explained. "but it was too difficult to do more than once. So Me and Charles found an easier spell that lets the rest of us walk on clouds."

"And we came to cheer you to victory!" Applejack said.

"To be honest, I was starting to get just a teeniest, tiniest bit nervous. But I feel a LOT better now that you guys are here." Dash admitted.

"Well I'm glad we came to help you out. Besides, it was Rarity's idea. You should thank her." Charles pointed out.

"Aw, thanks guys. Hey, we've got some time before the competition. Why don't Fluttershy and I show you around Cloudsdale?" Dash offered and the gang cheered in agreement as Dash and Fluttershy lead them into the city.

"Here it is: the greatest city in the sky!" Dash showed the greek architectured cloud city as the gang gasped in awe. Rarity does it too only to herself in the mirror admiring herself and her precious wings which made Dash confused.

"Uhh... Some of the greatest Pegasi in history came from Clousdale!" Dash continued as they resumed their tour around the place. Rarity notices she was getting left behind and abandoned her mirror adorning.

"Oh, wait for me!" Rarity called out as she flys to catch up. Some pegasi construction workers were building on a new structure until they were distracted by Rarity's wings.

"Those wings are gorgeous!" one of the workers complimented.

"Why, thank you!" Rarity thanked as she flys by.

"By the way, you dropped your jackhammer!" Charles pointed out snapping the workers out of their trance. Charles was not at all amused or impressed by Rarity's showing off.

"Be careful with those wings Rarity. They're made from gossamer and morning dew, and they're incredibly delicate." Twilight warned.

"Don't worry Twilight. I'm sure they can't get worn out from too much attention?" Rarity joked which made Charles rolled his eyes.

"Since we're up here, I'd sure like to get a look at where the weather's made." Applejack mentioned.

"Great idea! C'mon gang. To the weather factory!" Dash said. The weather factory had many weather anomalies such as rainbows, snow, thunderclouds, and wind. The group entered the snow wing first with weather suits on.

"This is where they make the snowflakes. Each one is hoofmade. As you can see, it's a delicate operation." Dash said.

"[gasp] Ooh, the snowflakes look even better from up here." Rarity said as she flys up to check out the bigger snowflakes that are hanging on the ceiling. Her giant wings began making large gusts of winds which was making the snowflakes that the workers carved and study fly away. They all grumbled groaned in frustration as they try to catch as many snowflakes as they could before they break like glass.

"We better move on before Rarity ruins winter and causes a drought." Dash advised as a snowflake breaks like glass in front of her on the ground. They moved on to the rainbow section of the factory where they stir up the colors in waterfalls and pools of liquid rainbows.

"And here's where they make the rainbows!" Dash said. Pinkie comes across a rainbow pool and dips her hoof in it to have a sample to see what it takes like. As she licks it her face began glowing in multiple colors as some fire comes out of her mouth.

"Spicyyyyyy!..." Pinkie squeals as she runs to find something cold. The gang laugh at Pinkie's misfortune.

"Yeah, rainbows aren't really known for their flavor." Dash pointed out and heard a familiar voice speculating about something.

"Oh, where'd you get those amazing wings? I want a pair!" it was the pegasi who have been bullying Dash earlier admiring over Rarity's gossamer wings as she flys over them.

"Oh hey look, it's Rainbow Crash again!" the first pegasus noticed.

"Heheheyeah! Rainbow... Umm... Eyah... Crash!" the second pegasus struggled to insult.

"Who are these guys?" Charles whispered in anger.

"Some friends of mine from flying school." Dash answered.

"Oh." Charles nodded getting her sarcasm.

"Rarity! What're you doing talking to these guys?" Dash asked in disbelief.

"Oh, they were just admiring my wings Rainbow Dash." Rarity assured.

"Yeah, you should forget the sonic rainboom and just get yourself some wings like these!" the first pegasus said which made the others laugh.

"At least she can do it, and is a part of the competition, unlike you clowns!" Charles repelled activing his Magic Horn Blade and it was the others turn to laugh which made the three pegasi flinch.

"Y-yeah? W-well... atleast we are better athletes than her! Anyway, point is, she dosen't stand a chance! See ya later, Rainbow Crash!" the first pegasus insulted again and they fly away laughing which made Dash moap in sadness.

"Uhh... C'mon boy and girls. Why don't we go see how clouds are made? Don't listen to them. You're gonna win that competition for sure!" Fluttershy cheered to Dash.

"Are you kidding? I can't DO the sonic rainboom, and just look at these boring, plain old feathered wings. I'm doomed!" Dash cried and the others looked at each other with worried looks on each of them. Soon they come across the cloud making section where they convert water into steam into clouds. Soon the gang hears comotions going nearby and sees a crowd gathering around Rarity looking over her wings.

"Why, these old things? Go ahead everypony. Photos are encouraged." Rarity assured.

"Rarity. We're supposed to be helping Rainbow Dash relax, remember? Put your wings away and stop showing off!" Twilight scolded.

"Oh pfft. How can you ask me to put away perfection?" Rarity asks as she flys up into the air and opens her wings in front of the sunlight by accident and shines the colors of the wings down emitting lights to the ground making everyone gasped in awe. Rarity cheered to herself in joy.

"That's not why she have those wings in the first place." Charles muttered. Twilight then notices Dash cowering to the ground in fear.

"Rainbow Dash. Are you ok? You don't look so good." Twilight asked in worry.

"[Panting] Of course! Why wouldn't I be ok? Everyone's so in love with Rarity's wings that they won't even notice when I totally blow it in the Best Young Flyer's Competition." Dash said in panic.

"Hey! There's an idea! YOU should enter the competition!" a female working pegasus suggested.

"Yeah! I could watch you fly all day long!" an elder pegasus agreed.

"There really isn't anypony who uses their wings quite like me. Perhaps I should compete." Rarity accepted thoughtlessly.

"WHAT?!" Dash screamed in horror. Charles had enough of Rarity's selfishness and flew up in fury.

"Rarity! WHAT are you doing? We're suppose to support Dash, not get YOU in to the contest!" Charles reminded sharply.

"Oh, come on, Charles. I'm just entering to do my own performance, not to beat Rainbow Dash." Rarity stated overconfidently.

"But you are going to beat her! With these... these... things, you're going to beat her by a LANDSLIDE!"

"You make it sound like these beauties are a monstrosity."

"They are!" Charles yelled which made everyone gasped in horror.

"What they are." Charles said stated which made everyone gasped again even louder.

"[overdramatic gasp] How dare you talk about my precious wings that way?" Rarity scolded.

"Excuse me, they aren't your wings, Twilight made them, she gave them to you!"

"Well, they're a part of me now! So if you excuse me, I have to prepare myself for the competition!" Rarity said as she flys away with a rejected manor leaving Charles with a furiated look with the crowd following Rarity in awe.

"What am I gonna DO?! I'll never win the competition now..." Dash said with a depressed face with the others looking in worry. Later that afternoon the group along with a whole audience of pegasi in the cloud coliseum as the contestants along with Dash and Rarity prepare themselves for their turns. Dash however wasn't at all prepared for what's to come. One of the coliseum members knocked on the door where Rarity is getting herself ready.

"I'm going to be awhile!" Rarity opened the door as she blows on her sparkling hoof adn closes the door. Dash opens the curtains to see her friends cheering on one of the cloud seats while the bully pegasi are laughing below them which made Dash gulped.

"Fillies and gentlecolts! Please rise and join me in welcoming our beloved Princess Celestia!" the announcer said and the crowd cheers for Princess Celestia landing on a cloud seat saved for her with two guards by her sides and waved to the crowd.

"With Her is one of her fateful Musketeer ponies, and one of the winners of the Best Young Flyer Competition our very own René d'Aramis!" the announcer said and the crowd plus Charles cheers for him as an green Pegasus stallion with red eyes, hair that is pink and black, eyelashes, a short tail, boot-like hooves with pink, and a cutie mark that have a cross(2) comes. He landed next to Celestia the only ones who didn't cheer and where confuse are; Twilight, Fluttershy, Applejack, and Pinkie.

"Who is that pony wheres one of your teachers, wheres Aramis?" Twilight asked.

"Twilight that is Aramis." Charles answered.

"Wait a picnicking second you say He's an alicorn?" Applejack asked.

"I was about say he's Pegasus but somepony cut me off!" Charles said looking at Pinkie.

"Whoopees sorry." Pinkie apologized.

"That okay Pinkie." Charles said.

"Um..why he's your teacher when He's Pegasus and you're a unicorn?" Fluttershy asked.

"That's a very good question Fluttershy. Two reasons one is Applejack do you remember the first event of the Iron Pony I was fast as a Pegasus that's on the ground?" Charles asked.

"Ee-yup." Applejack answered.

"Well Araims trained me to be that fast." Charles answered.

"Ooh!" His Mare friends said.

"The second reason is My 'Magic Horn Blade'."

"What!" Charles Mare friends cried.

"But Charles I thought only you know that?" Twilight asked.

"It's not just me Twilight the 'Magic Horn Blade' is a Musketeer pony technique." Charles answered.

"Musketeer pony technique?" the Mares asked.

"The 'Magic Horn Blade' is an special spell that's only available to ponies who have special aura on them Unicorn magic or not."(3)

The announcer contiune, "Please welcome our celebrity judges for the Best Young Flyer Competition. The Wonderbolts!" the announcer called as six members of the Wonderbolt squad fly up in the air and created a firework which made the crowd cheered excitedly even making Dash put out a smile. They landed on their seats ready to watch the show.

"And now, let's find out who will take the prize as this year's best young flyer!" the announcer commenced the start of the contest.

"Ok contestant number one, you're up." a coliseum member said as the first contestant made her way out for the stadium. Dash looked at her number on her flank and screamed to see she was up next.

"Ok number two, let's go." the member said. Dash quickly looked around to find a higher number to switch and sneaked up on a male pegasus who was munching on hay and swaped the numbers 2 and 5.

"C'mon c'mon, we ain't got all day!" the member urged impatiently.

"She's talking to you!" Dash said to the pegasus.

"Oh. Umm... Oh I guess that's me!" the pegasus said confusingly and rushed out. As time went on Dash continued to swap numbers as much as she could to avoid getting out on the field.

"Ok number four, time to go." the member called.

"I'm number four, and I need just one more itsy-bitsy minute. Be a dear and have somepony go ahead of me, hmm?" Rarity popped out with hair curls on and a mud face mask.

"Look, I don't care who it is, but somepony's gotta go on!" the member said very impatiently.

"Let's DO THIS!" a stray pegasus with the number 7 yelled and ran out. Dash however was number 6.

"Uhh... What am I gonna do?" Dash mumbled to herself and saw the highest and last number of the competition. The contest was almost over and the show was getting exciting.

"I loved number seven. Doing fifteen barrel-rolls in a row can't be easy." Twilight said.

"My favorite is number ten. She just looked like such a nice pony." Fluttershy joined.

"Hmm.. Wonder how come we haven't seen Rainbow Dash or Rarity yet? The competition's almost over." Applejack pointed out.

"I can care less about seeing Rarity. This contest is already over and she completely shattered Dash's dream." Charles siad angrily.

"Charles!" Twilight scolded sharply.

"Yeah, I know, too much, but you know as well as I do that she shouldn't even be on that field." Charles pointed out. Soon Dash and Rarity were the only competitors and Dash was shaking on the ground in panic unable to control her calmness.

"Number fifteen, let's go!" the member said still in unpleasant impatience. Then the door Rarity was in opened with steam coming out and Rarity comes out with lipstick, bigger eyelashes, feathered clothes and hat, and jewled bracelets.

"Rarity... Is ready!" Rarity said confidently.

"Look ladies. I don't know what to tell you. There's only time for one more performance. If you both want to compete, you'll just have to go out there together!" the member suggested.

"Well Rainbow Dash? Shall we?" Rarity asked and Dash answered only with scared babbling.

"And now, for our final competitor of the day, contestant number fifteen! Uhh... And apparently contestant number four..." the announcer said as the two entered the field and the crowd cheered.

"Good luck Rainbow Dash. Just do your best. I hope you don't mind, but I took the liberty of changing our music. That "rock and roll" doesn't really match my wings." Rarity whispered and tried to cheer her on but just made it even worse for Dash as she started doing her graceful dancing performance.

"[gulp] C'mon Rainbow Dash. You can do this. Just remember the routine. Phase one." Dash said to herself as she does the flying around the pillars trick. She was doing great at first but as she was about to make another turn she turned to soon and crashed right into the cloud pillar and was sent flying to bottom wall of the stadium just next to the three bullying pegasi.

"Nice work Rainbow Crash!" the second pegasus taunted and made the others laugh and get a glare from Dash. Charles too was getting irriated by the three and to shut them up he kicks down a large slab of cloud on their heads and stuck right on them as they muffled in them and struggled to get out. Charles gave a small wink to Dash and she was getting back to her routine. Rarity on the other hand was still doing her graceful dancing and was doing good at it.

"Time for phase two." Dash said to herself and flew high into the air to spin the clouds like in her practice. As she does it there seems to be no problem so far.

"Look! Phase two is working." Fluttershy pointed out and the gang started cheering more in encouragement. Unfortunately she spoke to soon as Dash went too fast on one of the clouds and a piece of it flys right into her face losing her concentration and sent the stray cloud spinning right at Celestia. She gasped in surprise and ducked with her guards but before it comes to contact with the wall Aramis use his 'Magic Horn Blade' it glowed green and cut the cloud and vaporizes into thin air. Dash was beginning to lose hope in herself and sees Rarity was having no trouble on doing her performance.

"And now for my grand finale. I will fly right up to the sun and beam my beautiful wings over the whole city of Cloudsdale! [gasp and squeal] They'll be talking about it for years!" Rarity said to herself in excitement and flew up into the air.

"Looks like this is my last chance to turn things around. Phase three. The sonic [gulp] rainboom. Wings, don't fail me now!" Dash said to her wings and swiftly flys into the air faster and higher than Rarity trying to get enough altitude to pull off the stunt. As Rarity stops in front of the sun panting heavily she began her finale.

"Look upon me Equestria, for I Am Rarity!" Rarity shouted for the audience to hear and opened her wings as the colors reflect off from the sun and shined all over the coliseum which made the crowd gasped in facination. Charles was about to cheer to her until something horrifying caught his eye. Her wings began smoking up unable to take the heat from the sun.

"RARITY, NO! DON'T GET TOO CLOSE TO THE-" Charles tried to warn but it was too late the wings incinerated into thin air leaving her wingless once again.

"Sun." Charles finished fearfully.

"Uh-oh." Rarity muttered looking at her wingless back before falling from thousands of feet in the air screaming in desperation.

"Oh no! Her wings evaporated into thin air!" Twilight said as Rarity falls threw the stadium squealing. Three of the Wonderbolt members take matters into their own hooves and flew down to rescue her. As the three were about to save her Rarity was in too much shock to stay calm as she sways her hooves around and accidentaly smacks each of the Wonderbolts faces putting them into unconciousness. Dash then hears Rarity's cries and sees her and the falling Wonderbolts.

"Hold on Rarity! I'm coming!" Dash said with determination and flew down as fast as she could. Rarity still continues to scream in fear as her life hangs in the balance.

"Oh, I can't look!" Fluttershy said in fear and covers her eyes in fear. As Dash struggles to pick up speed a force began to try and push her back. Rarity gasps in amazement and the group above gasped as well knowing what's coming.

"She's going to do it!" Charles pointed out as Fluttershy opens her eyes again and the group holds each other in suspense. Dash grunts as she tries as hard as she could to overcome the force and pushes on until she finally breaks the barrier of both sound and color releasing a loud boom of light and color as the shockwave can be seen in a spectacular rainbow stretching to the far reaches of the earth with a trail of a rainbow following behind Dash.

"A SONIC RAINBOOM! SHE DID IT! SHE DID IT! WOOO!" Fluttershy cheered only this time louder and had the excitement Dash wanted her to do as she jumps up and down in ectasy with the others staring with their mouths agaped in disbelief and silence. Soon Dash was able to catch Rarity in her hooves and the Wonderbolts on her back just in the nick of time before they could meet their fates. As Dash took up for the air again she looke behind to see the trail of colors following her and gasped in amazement seeing the feat she didn't think she could do was achieved once again just like when she was a little filly. As Dash makes a sparkling rainbow arch above the coliseum she comes under the open space below it and gives the injured daredevils and Rarity to some of the pegasi audience and landed on the clouds. Soon to Dash's surprise the crowd began cheering loudly in celebration for her and confetti and streamers began falling down. She then turns to her friends and was more surprise to see Fluttershy out cheering them even louder then the others.

"A SONIC RAINBOOM! WOOO! YEAH!" Fluttershy cheered still jumping in pure excitement which made Dash started forming tears in her eyes.

"I did it. I did it!" Dash said in happiness.

"[sigh] You sure did. Oh thank you Rainbow Dash. You saved my life!" Rarity thanked happily also ready to cry.

"Oh yeah. I did that too. Ha, best day EVER!" Dash cheered in celebration along with the rest of the crowd. Since Rarity wasn't cast with the cloud walking spell she had to sit on the hot air balloon to stay afloat.

"I want to apologize to all of you for getting so carried away with my... beautiful wings. I guess I just lost my head." Rarity apologize admitting her guilt as the group accepted her apology.

"I guess I owe you an apology too, Rarity. I shouldn't have treated you like that earlier." Charles said shamefully.

"Oh, Charles darling, it's alright. You were right, I was being really selfish today. And I am truly sorry." Rarity said giving an apologetic smile to him which she got in return.

"And I'm especially sorry that I was so thoughtless as to jump into the contest at the last minute after you had worked so hard to win it. Can you ever ever forgive me?" Rarity asked sincerely.

"Aw, it's ok. Everything turned out alright, right? I just wish I could have met the Wonderbolts when they were awake." Dash admitted.

A hoof poke Dash's shoulder and turn to see a her idols standing right in front of her healed and okay.

"[gasp] Ohmygoshohmygoshohmygoshohmy goshohMYGOSH!" Dash said repeatedly in total surprise.

"So you're the little pony who saved our lives. We really wanted to meet you, and say thanks." the orange captain with a flaming styled mane and tail known as Spitfire thanked.

"OhmygoshOhmygoshOhmygoshOhmy goshOhmygosh!" Dash said again repeatedly. Just then Celestia, her royal gaurds, and Aramis land near the group.

"Princess." Twilight announced surprisingly and the gang bowed before her.

"Aramis." Charles announced surprisingly.

"Hello, Twilight Sparkle, Charles, and hello to your friends too." Celestia greeted.

"Nice to see you again Charles would you like to introduce me to your new friends?" the Green Pegasus asked.

"Sure thing Aramis. Girls, Aramis, Aramis, Girls."

"Nice to Meet you Names René d'Aramis, but my friends called me Aramis."

After the girls introduce themselves to Aramis. Rarity apologized to Celestia. "Princess Celestia, I am sorry I ruined the competition. Rainbow Dash here really is the best flyer in Equestria."

"I know she is my dear. That's why for her incredible act of bravery, and her spectacular sonic rainboom, Me and Aramis presenting the grand prize for best young flyer to this year's winner, Miss Rainbow Dash!" Celestia announced and the crowd cheers again as Celestia places a golden crown with wings on each side with the Wonderbolt insignia in the middle.

"Ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh!" Dash cheered to herself again as three of the group carries Dash up in the air in celebration.

"So Twilight Sparkle, did you learn anything about friendship from this experience?" Celestia asked.

"I did Princess, but I think Rarity learned even more than me." Twilight said turning her attention to Rarity.

"I certainly did. I learned how important it is to keep your hooves on the ground, and be there for your friends." Rarity said.

"And to not let things get to your head that often, no matter how valuable or precious it is, becuase if you do, you're just going to be finding your friends and yourself getting hurt." Charles added.

"Excellent. Well done Rarity." Celestia commended.

"This really is the best day EVER!" Dash cheered again setting herself back to the cloud grounds.

"Uhh, hey Rainbow Crash." the first bully pegasus called out not in a insulting mood but rather in a shameful tone.

"Dash!" the second pegasus corrected sharpfully nudging him.

"Oh! Uhh... Sorry Rainbow Dash. Uhh, we just wanted to congratulate you on winning the competition." the first pegasus congratulated politely.

"That sonic rainboom was awesome!" the second pegasus complimented radically.

"Heh, thanks guys." Dash thanked happily but did find this unexpected.

"Uhh, we're really sorry we gave you such a hard time before." the first pegasus apologized sincerely.

"Aww, that's ok. Don't worry about it." Dash assured.

"Hey. Do you want to hang out with us? Maybe you could show us how you did that incredible trick!" the first suggested excitedly.

"Sorry boys... But I've got plans!" Dash rejected as she flew up into the air with two Wonderbolts by her sides with her hooves on their backs to spend the day together as they fly off to the sun happy knowing that it really was the best day ever so far.

Notes:

(1) Twilight and Charles can use the Cloud-Walking Spell because well It's like the Water-Walking Spell that Charles knows.

(2) Aramis design is base on the Pokémon Virizion Who in turn is base on Aramis I had Aramis as a Pegasus because Virizion knows Aerial Ace which is a Flying type Move and It looks like it have wings.

(3) I have the 'Magic Horn Blade' as an special spell that's only available to ponies who have special aura on them Unicorn magic or not because It looks like the Moves Sacred Sword and Secret Sword from the fifteenth Pokémon movie Pokémon the Movie: Kyurem VS. The Sword of Justice

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 17: Stare Master

Daytime in Ponyville…

Charles was taking a walk along the town when he notice Fluttershy, carrying a basket with her teeth. She moved her eyes to see him. She placed the basket down gently and greeted him.

"Hi, Charles." She smiled.

"Hello, Fluttershy. Where are you going with that basket?" He asked, walking towards her.

She looked at the basket and explained. "I just finished grooming Rarity's pet for her. I'm taking her back to her shop. Want to come?"

Charles nodded, almost immediately.

They began walking through town until they reached Rarity's shop. Fluttershy rang the doorbell and entered a moment after.

"Oh, sorry." Fluttershy apologized after she saw Rarity working with the sewing machine. "I thought the 'open' sign meant you were open, but I must have been mistaken."

Rarity gasped. "Fluttershy! Forgive me!" Rarity apologized as she walked toward them. "I was so wrapped up in my work that I forgot you were bringing Opalescence back from her grooming!"

"No worries, Rarity. I've left her there in the basket."

The cat poked her head out and hopped out of the basket, purring.

"Oh, she looks great! I just don't understand how you're able to do it! I can't get near her without getting a swipe from her claws." Rarity moved her head close to Opalescence, causing her to stop purring with Fluttershy and aggressively attempt to slash Rarity with her claws. "Ahh! Did you use..." Rarity paused for a moment. "…The Stare on her?

Charles raised an eyebrow. The Stare?

"Oh, no! I wouldn't! I couldn't! I-I don't really have any control over when that happens. I-It just happens." Fluttershy responded uneasily. "No, I'm just good with animals. It's my special gift, you know?"

"Well, you should have a picture of Opal as a cutie mark instead of those butterflies." Rarity winked jokingly.

"Ooh, ooh, oh, oh, oh, oh!" Rarity's little sister, Sweetie Bell, exclaimed. "Maybe I can be good with animals, too!" Rarity's pet glared at her annoyingly and gave a quick swipe at Sweetie Bells mane, cutting off a piece of it in an instant. "Or not."

Rarity and Fluttershy laughed.

"I'm sorry I can't invite you both to stay and chat. I've bitten off a bit more than I can chew with this order." Rarity said.

"But you're not eating anything." Sweetie Bell answered.

"No, Sweetie, it's an expression. It means that I've taken on more work than I can handle. I've got twenty of these special robes to make tonight! They're due in Trottingham tomorrow morning." She grabbed a gold and glittering cloth and presented it to them, causing Fluttershy to gasp. "See? I've lined them in a special gold silk. It took so long to make, but I think it adds just the right touch, don't you?"

"These are lovely," Fluttershy responded as she observed it. "but twenty by tonight? How will you get it all done?"

"Well, I, uh..." Rarity tried to explain.

"Oh, oh oh!" Sweetie Bell cried out. "Maybe I could..." Rarity gave her a cold and irritated stare. "…just... just stand over here and watch." She walked over to a corner.

"I'll manage." Rarity answered.

"Well, maybe we should get out of your mane so you can work." Fluttershy replied as she began walking out the door.

A couple of fillies suddenly rushed through the door, saying Hello to each of them.

"Hello, uh, girls..." Rarity grew another worried expression.

"Hey, Sweetie Belle!" They stopped and greeted her. It was Bloom and one of her friends.

Sweetie Bell changed her gloomy look to a joyful one. "Scootaloo! Apple Bloom!" She exclaimed.

"You ready for tonight?" The little orange one, who must have been Scootaloo, asked. She had a pair of small wings, creating an equal diversity in the group. She also had a darkish pinkish mane with light purple colored eyes.

"Yup! Cutie mark planning session is a go!" Sweetie Bell answered, giving a salute.

"Tonight is the night we each try to find our own special talent." Apple Bloom announced.

"Even if it takes us all night!" Scootaloo added.

"I'm ready! You ready?" Apple Bloom asked Scootaloo.

"Very ready!" Scootaloo replied confidently.

"Cutie Mark Crusader sleepover at Rarity's!" The three of them shouted loudly. "Yay!"

"And... look what I made us!" Sweetie Bell represented a velvet cape with their insignia on it.

"Oh, wow!" Scootaloo and Apple Bloom replied as they combined laughs and gasps.

Fluttershy walked over to them, concerned. "What does that patch on your cape mean?" She asked.

"The Cutie Mark Crusaders! Yay!" They shouted.

"We're on a crusade, a mission!" Scootaloo responded.

"To find our cutie marks!" Apple Bloom added.

"Yup. And look. I lined them with this special gold silk. It took sooo long to make, but I think it adds just the right touch, don't you?" Sweetie Bell finished.

Charles expression instantly changed to a shocked one when he heard the words "gold" and "silk". He looked over Rarity to see her eye begin twitching. She rushed over to her desk and pulled out her other gold fabric to reveal square holes in it. "Sweetie Belle! What have you DONE? That was the last of the gold silk! Oh, now I'll have to make more! Oh, I hope I can make more. I'm gonna have to work all night! Which means... sorry, girls, I'm afraid the Crusaders sleepover is cancelled."

"WHAT?" Sweetie Bell exclaimed.

"I just won't have any time to watch you if I want to get these robes delivered on time." Rarity answered.

"But—

"No buts this time. I'm sorry, Sweetie Belle; it's just the way it has to be."

"Awwww..." They groaned in disappointment.

"I, ah, I suppose I could take them for the night." Fluttershy offered.

They lifted their heads and looked excitedly at Rarity.

"I couldn't ask you to do that." Rarity replied.

Their heads shifted to Fluttershy.

"Oh, it's no problem at all." Fluttershy responded.

The three of their heads continued to shift to each speaker.

"Have you met my sister and her friends? A problem is all it would be."

"Did I have a problem with Opal? You've seen how well I handle small creatures!"

"I suppose that's true... and I do have a lot of work to do..."

"Come on, it'll be fun."

"I assure you, they're quite a handful."

"These sweet little angels?"

They stood proudly and smiled innocently.

"Well..." Rarity thought for a moment. "…all right."

"Cutie Mark Crusader sleepover at Fluttershy's cottage! Yay!" They shouted out loud, causing The adults ears to be sore from the volume. They rushed out the door.

"So cute." Fluttershy commented. "W-wait for us!" She grabbed Charles' hoof and flew out the shop.

Charles walked by Fluttershy as she flew lightly behind the running fillies.

"Oh, won't this be ever so fun." Fluttershy excitedly told me. "We can have a nice little tea party, and braid each other's tails, and sit quietly and color, and tell each other fairy tales, and—

She noticed the fillies rush past Twilight, spinning her around and making her dizzy. When Twilight regained her balance, she noticed them. "Hello, Fluttershy. Hey, Charles."

"Oh! Hello, Twilight." Fluttershy flew over to Twilight. "Where are you off to?" She asked.

"I'm heading to the Everfree Forest, to Zecora's, to get some of my favorite tea." Twilight replied.

"Th-the Everfree Forest?" Fluttershy suddenly returned a worried look. "Ah, you'll be careful, won't you?"

"Of course! How about you? What are you doing with the girls?"

Fluttershy landed as she responded to Twilight. "Rarity has a big order to fill tonight, so I volunteered to take the girls over to my cottage for a sleepover."

"Wow. Sounds like everypony has their hooves full today. Taking care of those three fillies all by yourself? You sure you can handle it?"

"What? These sweet little angels?" Apple Bloom, Sweetie Bell, and Scootaloo ran over to them, smiling innocently. "They'll be no problem at all."

"I could help you with the girls, if you want..." Charles offered to Fluttershy.

"Oh, you don't have too..." Fluttershy thought for a moment. "Well... okay! The more the merrier, right?" She smiled brightly.

Turning his eyes from the fillies, he looked at Twilight. "Do you want me to walk you over to Zecora's? I don't feel comfortable knowing that you'll be going all by yourself."

"Oh, Charles." Twilight laughed a little. "I'll be fine! What am I going to do? Stand in the middle of the forest like a rock?"

"Um… I guess not…?"

"Don't worry about me Charles! I'll be fine. Besides, I have magic, remember? If I get into a little trouble, I'll just use it then!"

He thought for a moment and trusted Twilight. "Okay… just be careful, alright?"

Twilight nodded. "Sure thing! Well I'll see you two later!" She began walking towards the Everfree forest.

"Well…" Fluttershy announced. "Let's get these three back at my cottage before it gets late."

He nodded and we walked them over to Fluttershy's.

As soon as Fluttershy closed her doors, the little fillies began their hyper activities throughout the home. Fluttershy could only stare confused at what she should do.

"No problem at all…Okay, girls, uh, what should we do?" Fluttershy asked.

"I'm gonna get my mark first!" Scootaloo exclaimed.

"Girls?" Fluttershy asked again.

"Nuh-uh!" Sweetie Belle counteracted.

"Should we—

"I am!"

"Girls, okay, now settle –

"I'm staying up all night!"

"Me too!"

"Me three!"

"GIRLS!" Charles shouted after he couldn't take the ignorance anymore. They all stopped what they were doing and walked over to them, in silence. Fluttershy sighed and blew the mane that was in front of her face. "Listen to Fluttershy… please." He told them politely.

Fluttershy smiled at him. "Thank you Charles." She looked over to the girls. "So! What do you wanna do? Play a game?"

"We are the Cutie Mark Crusaders!" Scootaloo exclaimed.

"And we want to crusade for our cutie marks!" Apple Bloom added.

"And, and, and, we, um- yeah! What they said!" Sweetie Belle struggled.

"Mmm, I don't know..." Fluttershy began looking a little nervous again. "how about a nice quiet little tea party?"

"Or... we could go adventuring in the Everfree Forest!" Scootaloo offered.

The rest of the girls agreed and began heading out the front door, but Fluttershy flew in their way. "Oh, no. The Everfree Forest is much too dangerous. It's filled with far too many strange creatures."

"But you could go with us and we could catch those creatures." Sweetie Belle tried to reason. "We could be, umm... creature catchers!"

"YAY!" They all shouted again, damaging Fluttershy and Charles' ears with the strength of their voices. "Cutie Mark Crusader creature catchers!"

Scootaloo and Apple Bloom dressed up with a rug and basket to look like a monster. Scootaloo began making noises. "Arrrr... I am a dangerous creature from the Everfree Forest! Rrrarr!"

Sweetie Belle stared at them in confusion for a moment, but then finally realized at what they were up to. "Halt, dangerous creature from the Everfree Forest. I am Sweetie Belle, the creature catcher, and I'm here to catch you!"

"You can never catch me! I am far too powerful and dangerous!"

"You cannot run from me!"

They began chasing each other as they giggled at the same time. Fluttershy tried to calm them down by trying to talk to them again. "Um, oh, maybe that's not such a- now, girls, how about we do some nice coloring. Dhh—

"Come back, dangerous creature, so I can catch you!" Sweetie Belle bounced off of Fluttershy's head.

"Never!"

After seeing them mess around in the house without any regard for safety or destroying things, Charles quickly took action. "Alright, that's enough." He said, walking over to them and pulling the rug and basket off. Scootaloo fell off from being on Apple Bloom and Sweetie Belle stopped running.

He 'levitated' the three of them in front of him and began trying to talk some sense into them. "Look, I know how you little girls are really excited about… well… being 'Cutie Mark Crusaders'… but you've got to remember that you need to watch what you're doing. Fluttershy and I don't want you girls to be getting into any trouble or harmed. So please, I don't want to have to continue asking you fillies, but Fluttershy is allowing you three to sleep over at her home and you need to respect that. You girls need to listen to whatever she tells you three to do…"

They sighed and lowered their heads, apologizing.

Fluttershy walked over and sighed as well. "Thank you again, Charles." She looked over to them and continued speaking. "Well, now that we've gotten that out of the way, how about a game?"

"A game?" Apple Bloom asked as the rest of them walked over to sit on the couch excitedly, but calm so far.

"It's called 'Shhh!'" Fluttershy answered.

"What's that?" Scootaloo questioned as they pulled back confused.

"Well, it's a game about who can be quiet the longest. Sound fun?" Fluttershy asked. The girls didn't say anything but only responded with bored expressions on their faces. Fluttershy noticed this and tried to lift their spirits by introducing a competitive mood. "I'm the world champ, you know. I bet you can't beat me!" Fluttershy released an adorable squeal as she smiled. She suddenly took in a deep breath of air and held it in.

"I lose!" Scootaloo immediately announced.

"Me too!" Sweetie Belle joined.

"Me three!" Apple Bloom added.

Fluttershy released the breath she held in. The two adult ponies both sighed as the girls returned to being hyper in the house.

"Okay, now what can we do?" Apple Bloom asked the others. "Oooh! How about Cutie Mark Crusader coal miners?"

"YEAH!" The others agreed.

"NO!" Fluttershy exclaimed.

"Awwww!"

"I mean, it's time for bed, don't you think?" Fluttershy responded, changing the tone of her voice. "Aren't you excited to get all toasty and warm in your snuggly-wuggly widdle beds?"

"Snuggly-wuggly? But we have more crusading to do!" Apple Bloom replied.

"We've got plans!" Scootaloo added.

"And capes!" Sweetie Belle presented the capes that were in her saddle.

"Um, okay, um. Maybe the crusading can wait until morning? When it's light? And not so... dark?" She began walking the fillies upstairs. "C'mon Charles, I may need your help…"

He nodded and walked behind her to her bedroom, where she was going to let the girls sleep.

"How are we gonna find our special talent in our sleep?" Apple Bloom asked.

Fluttershy blew out the candle that was lit inside the room. "Maybe you'll have a lovely little dream about your special talent."

"But we're not even tired!" Scootaloo stated as the three of them were under the covers in the bed.

"How about I sing you a lullaby?" Fluttershy offered.

"Mm-hmm, yeah!" They agreed.

Fluttershy cleared her throat, and in the most amazing voice, she sang.

"Hush now, quiet now

It's time to lay your sleepy head

Hush now, quiet now

It's time to go to bed"

The three girls began looking sleepy as they began closing their eyes and yawning. Fluttershy looked over at me. "Charles, do you want to try?" She asked.

"Okay…" He walked closer to the bed and looked at the girls. They looked back at him with their sleepy eyes. He looked at Fluttershy, who nodded for him to begin. He took a deep breath and hoped for the best…

"Hush now, quiet now

It's time to lay your sleepy head

Hush now, quiet now

It's time to go to bed…"

"Oh Charles…" Fluttershy spoke behind him. He looked at her. She returned a look with a warm smile. "That was wonderful…"

"You really think so…?" He asked, very surprised.

She nodded.

Charles looked back at the girls to see Scootaloo and Apple Bloom close their eyes. However, just when Sweetie Bell was about to do the same, she suddenly opened her eyes again. "I know this one!" She exclaimed, shocking the other girls.

"Oh, how wonderful!" Fluttershy responded. "Why don't you sing it with us?"

Sweetie Belle cleared her throat. She stood up from the bed while the others placed their hooves on their ears.

"Hush now! Quiet now!

It's time to lay your sleepy head!"

Fluttershy shook her hooves to try to quiet Sweetie Belle down… but that didn't work.

"Said hush now! Quiet now!

It's time to go to bed! "

"Okay Sweetie… that was—

"Driftin' off to sleep!

The exciting day behind you!

Driftin' off to sleep!

Let the joy of dream land find you!"

Her enormous and loud voice began causing things from Fluttershy's shelf to fall. Charles immediately 'caught' them.

"Thank you, Sweetie, um..."

"Hush now! Quiet now!

Lay your sleepy head!

Said hush now! Quiet now!

It's time to go to BEEEEEEEEEEEEEED! OW!"

Sweetie Bell had caused her friends to be under the covers while Fluttershy had been on the floor covering her ears. Charles 'placed' the items back on her shelf, but then heard chickens clucking and flapping.

"What is that?" Scootaloo asked.

Chickens continued squawking outside while Charles helped Fluttershy from the floor. As soon as they looking towards the bed, they noticed the girls were instantly gone. Fluttershy gasped and called them. "Girls!" They both looked out the window to see them near the chicken pen.

"Fluttershy, your chickens are on the loose!" Apple Bloom stated.

"I wonder what could have caused that..." Sweetie Belle wondered.

The others glared her for a moment.

"Don't worry, Fluttershy, the Cutie Mark Crusaders will handle this!" Scootaloo exclaimed.

"Cutie Mark Crusader chicken herders!" Sweetie Belle announced happily. "Yay!"

"No, I don't think that's a- ah, come back! Please!" Charles groaned and jumped out the window to catch the girls and possibly yell at them again. Fluttershy followed him and flew over to the chicken pen. "Come on, girls, the chickens are fine- oh, girls, um..." Just before he was about to shout their names again, a chicken came out of nowhere and attacked his face. He 'gabbed' it and lightly threw it at the ground. "GIRLS!" Fluttershy exclaimed for him, causing the girls to grow very quiet while the chickens continued to be bothersome. Fluttershy managed to group up the chickens and began leading them towards their home. "Come on, in you go." The chicken stopped at the entrance and refused to go inside. Fluttershy saw this and immediately changed the look on her face. She opened her eyes wide and stared right into the chickens' eyes. They immediately grew frightened and slowly backed off to the inside of their house. Fluttershy replaced her expression afterwards. "They're some good chickens." Fluttershy walked over to the fillies. "Okay, you three. Isn't it about time you got into bed?"

"BUT—

"Please? "

They looked at each other and finally gave up, lowering their heads. Fluttershy smiled and led them back into her cottage. Charles looked around the chicken pen and noticed something odd… there was hole in one part of the fence that surrounded the chickens. It was barely large enough for one to get through. In fact, there were footprints through the hole… He observed the footprints, beginning to follow them, however, Fluttershy called him.

"Charles, are you coming in?" She asked.

He looked back and responded. "Uh… yeah…"

Charles decided he would come back later and investigate. He didn't want Fluttershy to worry.

By the time he entered her cottage, she was walking down the stairs.

"I just put the girls into bed…" She finished and looked at him. She yawned. "Well, I guess I better get some sleep too… Charles, do you mind if you stay here and help me look after the girls?"

"No I don't. You deserve some sleep." He responded.

"Oh, thank you so much." She walked over to her couch and lay down, sighing. She closed her eyes and she continued to talk to him. "It really wasn't THAT hard ... I mean, all I needed to do was just show them who's in charge. Nothing's gonna get past Fluttershy! Good with animals, good with kids…"

He 'grabbed' the covers from near the couch and placed them over her and she began to sleep.

"Good night, Fluttershy." He softly told her. "You've done enough for today…"

Charles turned around and walked towards the door, letting himself outside. He began looking for the footprints. When he spotted them, he began following them. They eventually led him to… the Everfree forest. He took a deep breath… this is going to be a challenge…

Charles continued walking through the eerie sounds of the forest. Owls hooted as he cautiously looked around for any dangers. He continued to search for the missing chicken, but still hadn't found any yet. After some time, He heard a familiar voice echo through the forest.

"Scootaloo! Scoot-scootalooooo!"

Charles looked back to try to see where the voice came from. He studied the voice and finally realized that things have gotten much worse. It was Bloom's voice… don't tell me…

Charles sighed. Not only do He have to look for the missing chicken… but the girls as well…

Charles was about to turn around… but he heard something slip by him. He quickly glanced around, searching for the mysterious noise. He walked a bit forward and noticed something shaded out by the night. It was some kind of figure, but he had no idea what it was, due to the fact that it was so dark. He slowly and cautiously walked towards the object. When he was close enough, he found out it was Twilight.

"Twilight?" Charles questioned her. There was no response. "Twilight?" He asked again, placing a hoof on her… but something was strange… her skin was cold… not only cold but…rock-hard!

"What the—

The dark clouds that covered the moonlight moved out of the way and uncovered Twilight's true state. Charles gasped when he saw Twilight's condition. She was literally turned to stone. He could only see how her eyes were widened as if she was suddenly surprised. Her mouth was agape to match the same expression.

"Oh no!" Charles exclaimed, "If you've been turned to stone, it must mean—" he comes to constitution. "I have to find the girls before they get hurt!" He immediately began running to where Bloom's voice originated from.

"Is not!"

"Is too!"

Charles followed the voices as he continued to run hastily.

"Is not!"

"Is too!"

After swerving through branches and bushes, Charles finally spotted them. Apple Bloom and Scootaloo were arguing while Sweetie Belle was in the front walking.

"Girls!" He called them.

They quickly turned to him, looking very surprised.

"Charles?" They answered.

"Girls, what do you think you're doing here?" He exclaimed as he walked towards them.

"We were just looking for Fluttershy's chicken…" Sweetie Belle explained, lowering her head.

"That doesn't give you the reason to come out here all by yourselves!" He responded. "Don't you know how dangerous the forest is? Especially at night!"

"But…" Bloom tried to speak.

"Aupbbt No buts!, I'm taking you girls home right now!" he began walking them out of the forest.

"But what about the chicken?" Scootaloo asked.

"Leave that to me, I am getting you three out of here."

Suddenly, they heard a voice call them from above. "Girls? Charles?" A pony flew above them.

"Fluttershy?" Charles questioned.

She heard him and flew down to them. "Thank goodness I found you!"

Bloom tried to respond to Fluttershy's appearance. "Fluttershy, what—

"Girls, we have to leave the forest at once!"

"But... we haven't found the chicken yet! " Sweetie Bell replied.

"There's no time for that. There's a cockatrice on the loose!" Fluttershy warned as she began walking them back out of the forest.

"A cocka what now?" Bloom asked.

"It's a frightening creature with the head of a chicken and the body of a snake. Now, come on!"

"The head of a chicken and the body of a snake? That doesn't sound scary, that sounds silly!" Scootaloo stated.

"Well, if I ever saw one of them cockathingies face-to-face, I'd laugh at how silly it was." Bloom added.

"NO!" Fluttershy demanded. "Never look one in the eye. If you look a cockatrice in the eye—

Brush rustled behind thems and a chicken came out, clucking.

"The chicken!" Applebloom exclaimed and the girls immediately rushed over to get it.

"Girls! Wait!" Fluttershy called as Charles began racing after the girls.

"Here, chick-chick-chick-chick-chick!" They said as they chased it.

They suddenly stopped and were cut off by a loud and distorted growl.

"There he is!" Sweetie Belle pointed to a chicken's head pointing out of a nearby bush.

"Girls!" Charles exclaimed, catching them and running towards the front of them.

Another chicken's head poked out of another bush in front of them. "Two chickens?" Scootaloo questioned.

"I thought only one escaped!" Bloom wondered.

"Grab them both!" Sweetie Belle ordered as they began to stick their hooves out to grab them. Charles immediately placed his hooves in front of them to stop them.

"No! Stay behind me!" He commanded.

Suddenly, the chicken's head in front him gained altitude. It revealed its wings, which were full of scales, along with its snakelike body. It gave a terribly loud roar and flew over to Fluttershy's chicken that was running around in a panicking way. It landed on the ground and roared at the chicken. The chicken screamed and was instantly turned to stone.

The cockatrice began targeting the little girls. The girls immediately screamed and began running away. The cockatrice began following them but Charles instantly ran over and tackled it down to the ground, trying to keep it in place.

"Charles!" Fluttershy called after him.

"Get the girls!" He exclaimed, readying his 'Magic Horn Blade'. "I distract Chicken Face!"

It then tried a new tactic, which began being effective. It stared right into Charles eyes.

Charles knew that if he closed his eyes to prevent himself from turning into stone, he swinging his 'Magic Horn Blade' like a blindfolded pony at a piñata. However, He could give them time to escape if he kept my focus, but he would soon join Twilight. he instantly kicked out the "closing his eyes" choice and made sure the cockatrice isn't staring at him.

Charles could slowly feel his back legs turn into stone. He was a bit afraid of what was going to happen, but His heart gave him the strength to proceed with it. The cockatrice continued clucking, struggling, and staring at him. He could already feel the stone halfway throughout his body.

I hope the girls made it out in time…

The stone was at his upper body now.

So what will happen when I'm completely paralyzed?

It was at his neck now.

Well… whatever happens… happens…

The stone was just about to completely surround his whole body now…

…for my…friends…

Charles was completely paralyzed… he couldn't move any part of his body. I hoped that the girls got out in time…

However… for some reason, Charles still was able to hear voices…

"GIRLS! Behind me, NOW!"

Fluttershy? What are they still doing here?

Charles could hear the cockatrice roaring furiously, trying to capture them too…

"YOU!" Charles heard Fluttershy exclaim suddenly. "Just who do you think you are, going around turning others into stone?" The cockatrice squawked in fear."You should be ashamed of yourself. I have a mind to find your mother and tell her what you've been up to, young man. Now you go over there, and turn Elizabeak and my friends Charles and Twilight back to normal, and don't ever let me catch you doing this again! Do you understand me?"

After that, all the chaotic noise was gone… Charles heard footsteps near him.

"Charles…" he heard Fluttershy near him, sounding a little depressed.

Fluttershy…

Charles felt his heart tingle, despite his frozen state. Suddenly, a bright light emerged and Charles was normal again! he looked at his hooves and body to see that he was alright!

"Oh, Charles!" Fluttershy suddenly embraced him when she saw he was okay.

"Fluttershy…" Charles was still a little breathless.

"I'm so glad you're alright!" She looked over to the girls. "Are you girls all right? I was so worried!"

"Yeah, fine!" Scootaloo answered.

"Thanks to that stare of yours." Sweetie Belle added.

"You're like the queen of stares." Scootaloo agreed. "You're the—

"Stare Master!" The three of them shouted together.

Fluttershy blushed and giggled a little. "But, I believe it was Charles who gave me the confidence to stare at the cockatrice like that…" She looked at him for a moment, causing him to blush, and then pulled away from her embrace.

"We're sorry we snuck out of the house and into the forest." Sweetie Belle apologized.

"Yeah. We'll listen to you from now on." Bloom nodded.

"We promise." Scootaloo assured.

"Oh, you DO, do you? Well, you better, or I'll give you..." Fluttershy focused her eye on them. "The Stare."

She made the fillies remain silent while they looked with fright at Fluttershy. Fluttershy began giggling, leading the other girls to begin laughing as well.

Twilight began walking over to them, very confused, as she looked very tired and sluggish. "What..." She shook her head. "What happened?"

We heard a chicken squawk behind us. It was Fluttershy's chicken, who was stuck in the ground, making all the noise. Charles walked over to it and pulled it out. It shook its head around, insanely confused on what happened. Fluttershy used her talent with animals to lead it back to her home as they followed her.

"So…" Twilight began as she walked by Charles. "Want to tell me what just happened…?"

Charles yawned lightly and looked at her sleepily. "Maybe you'll know in the morning… I'm drained out…"

When they arrived at the home, Fluttershy began placing the last chicken back into its pen and putting the fillies into bed. Charles then walked into Fluttershy's cottage and straight to her couch. He threw himself lightly on it and shut his eyes. Right before he fell asleep, he felt something light cover him, as well as something being planted next to him on the couch. Too tired to even open his eyes to find out what it was, Charles mentally shrugged it off and continued my way towards slumber.

After Charles spent some time in darkness, he began hearing noises. He was in that type of sleep where you're still asleep… but you could hear noises in the background in your sleep.

Charles heard a light knocking. Something rose from the couch. Footsteps sounded. A door opened.

"Hey, Fluttershy." It was Twilight's voice. "Did Charles stay over?"

"Mmhm." Fluttershy's voice spoke softly. "He's still asleep so you'll have to be a little quiet."

"Oh, okay. Why don't we talk outside then? I'm still dying to know what happened last night."

"Okay, sure. Let me just get the girls… I wouldn't want them waking up Charles when they wake up."

Charles heard Twilight chuckle a little. "You're absolutely right on that."

He heard footsteps ascend above him and enter a room.

"Girls… It's time to wake up…" heheard Fluttershy faintly.

There was a moment of silence until they began to exclaim, "ALRI—

Their cheer was cut short. Fluttershy must have done something to keep them quiet…

"Come on now… let's go outside." Fluttershy stated.

Charles heard footsteps and tip toes walk. After a moment, a door closed and there was only silence.

Charles remained in this state for a moment until he had finally gained enough energy to slowly open his eyes. When his eyes focused, he noticed he was facing the window that presented the sun outside. He looked around for a moment while not moving his head. After, Charles picked up his head and his front leg that was hanging on the edge of the couch. H also noticed that he had covers on him, which he lightly 'moved' to the side. He used his hooves to push him off the couch and sit up. Charles got off the couch and turned around to fold the covers nicely. He finished placing the organized covers on the spot near where he was sleeping. However, Charles felt that that part of the couch was still warm, which left him questioning a little.

He turned around and began to head outside. He opened the door to hear the sounds of nature, along with the girls running and giggling.

"And that's when it brought you back from stone." Fluttershy said.

Charles turned my head to see Fluttershy and Twilight both sitting on pillows which were laid on the grass. There was a table between them that contained two small cups and a large container for tea on it. Twilight was using her magic to write a letter above her.

"This is gonna make quite a letter to the princess. I was wrong about you. You certainly do know how to handle those girls." Twilight responded.

Fluttershy looked a little embarrassed. "Oh, I wouldn't go that far."

"Hmm? How so?"

"I assumed that I'd be just as good with kids as I am with animals. Boy, was I wrong. I really learned the hard way not to bite off more than I could chew."

Twilight finished writing her letter and rolled it up. "You and Rarity both."

Charles walked over to them and greeted. "Good Morning…"

"Oh, good morning, Charles!" Fluttershy answered.

"Morning, Charles!" Twilight added as well. They then heard footsteps behind themand turned to see Rarity. "Good morning, Rarity."

"Did you finish all those capes?" Fluttershy asked.

Rarity gave a sigh of relief. "Just delivered them. I have to admit, if you hadn't come along, I might not have. Thanks again."

"Won't you stay for some tea?" Fluttershy offered.

"I really must get back to the shop and clean up. Girls! Get your things. Time to go." Rarity called. However, the girls were too busy running around and giggling. "Girls! Girls! Time to- Girls! Your things! Girls! It's time to- GIRLS!" Rarity struggled with the little ones.

Charles looked over to Fluttershy, signaling for her to take care of it.

Fluttershy walked over to Rarity. "Allow me." She cleared her throat. "Girls?"

The fillies immediately stopped talking and ran over to Fluttershy.

"Yes, Fluttershy." Bloom answered.

"You called?" Scootaloo asked.

"Go and get your things. Rarity is here to see you home."

"Of course, Fluttershy, right away!" Sweetie answered politely and ran with the girls to grab their things.

Rarity stood dumbstruck. "Ah, huh, ah, how did you... how did you do that?"

Fluttershy winked over to Twilight and me. "I guess I'm just as good with kids as I am with animals."

The girls ran out of the cottage with their capes. "Thank you, Fluttershy! Bye! Thank you Stare Master!" They said as they headed towards home.

"Ah, uh, speaking of which, I could use your help with Opal."

"Of course." Fluttershy responded. "How about later today?"

There was a fierce meow as Rarity revealed Opal, who was clinging on to Rarity with her claws. "How about now?" Rarity strained.

Twilight walked over to Fluttershy and Charles and observed this as well. They began giggling at the sight.

"I guess I could do that." Fluttershy pulled Opal off of Rarity. The cat began to purr sweetly around her.

"Oh, thank you so much, Fluttershy! I should take the girls home now." She began running after the fillies. "Girls! Wait!"

"Me and Charles should probably head home too… I need Spike to send the letter I just wrote."

"Ok, goodbye, Twilight! Charles!" Fluttershy responded.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 18: The Show Stoppers

In a field of trees Applejack takes the Cutie Mark Crusaders Bloom, Scootaloo, and Sweetie Belle to a hidden location.

"Where are you takin' us?" Bloom asked curiously as she and the other two follow Applejack from behind.

"We're almost there, youngin's." Applejack announced.

"I've never been here before." Sweetie admitted. During the walk Bloom moved a giant plant leaf to get through and let it go therefor smacking right into Scootaloo's face.

"Ouch!" Scootaloo shouted in pain.

"Oh. Sorry." Bloom apologized.

"Are we there yet?" Scootaloo asked impatiently.

"There? Where? What? I don't even know what we're doing." Sweetie admitted confusingly.

"Here we are." Applejack stopped at a specific spot and showed something that the crusaders can't quite understand what it was.

"What are we lookin' at?" Bloom asked.

"I have no idea." Scootaloo answered.

"What is that thing?" Sweetie asked a little disgustedly.

"Cutie Mark Crusaders, welcome to your new clubhouse." Applejack announced showing an old rundown tree house looking like it hasn't been used for years as a part of a window comes off. The three just stood there staring at the sight a little ungrateful.

"Well, don't thank me all at once. This was my clubhouse when I was your age. Sure it hasn't been used in a while, but it's empty and on a secluded, private part of the farm. And it's all yours. It just needs a little, uh... TLC." Applejack assured as the group walked up.

"TLC as in Tender Loving Care or Totally Lost Cause?" Scootaloo punned irritatedly.

"Applejack! We're supposed to turn this into our new clubhouse?" Bloom whined.

"Well, maybe y'all will get your cutie marks when you discover your talent for- Waaah!" Applejack screamed after leaning on the wall of the house and ripped a whole chunk of it down sending her falling. She then comes out of the rubble dizzingly.

"Uh... house cleanin'?" Applejack finished uneasily as the Cutie Mark Crusaders plan out their building strategy.

On the outskirts of Ponyville Scootaloo studies the area as she draws a map out of it so the Cutie Mark Crusaders can explore them to see if their talents lies within them. As she finishes the last of the map and nods to herself and puts the map in her saddlebag she gets on her scooter and with her wing power she was able to move as fast as Dash would when flying only she is doing it on a vehicle and on land. She passes by a couple talking ponies making their hairs fly. She then spots a ramp and decided to some tricks. When jumps off the ramp she does some spinning moves getting some gasps and awes from the citizens below her. When she landed she passes by Granny Smith making her spin rapidly and shouted at Scootaloo in anger. As she nears the tree house jumping and ducking some tree branches a low tree branch blocks her path to low for her to duck with birds on it. She prepares a daring move as she jumps over the branch with the scooter still going. She gets over the branch and lands back on her scooter without a scratch. Bloom meanwhile paints and refurbishes the whole clubhouse getting it ready to be their new secret hideout. She then hears and sees Scootaloo popping out of the branches and heads toward her as she prepares for impact. But Scootaloo was able to halt just in the nick of time.

"Whoa! Hi, Scootaloo! Back already? You're amazin' on that scooter." Bloom complimented as Scootaloo takes off her helmet swaying her mane to get it back into shape.

"Thanks! Wow, Apple Bloom. You did all of this?" Scootaloo asked looking at the new remodeled clubhouse in amazement.

"Yep! I've fixed the broken shutters, sanded off the splinters, rebuilt the roof, painted..." Bloom added.

"That's so cool. What's Sweetie Belle up to?" Scootaloo asked. Sweetie was dusting the nearby picnic table and some other things singing in that young but beautiful tone.

"We are the Cutie Mark Crusaders... [humming]...never stop the journey... [humming]" Sweetie sang.

"There you are, Sweetie Belle! See? I told you we could find her by following her totally awesome voice." Applebloom said.

"What's that sweet tune you're singing?" Scootaloo asked.

"Oh. I was just working on our new Cutie Mark Crusaders theme song." Sweetie said nervously.

"COOL!" the other two cheered in unison.

"Teach us?" Scootaloo asked.

"Well, I've only come up with one part... but okay!" Sweetie agreed and the three went to the newly constructed clubhouse to practice their new theme song. Later Applejack comes over with Charles d'Artagnan to see how the three were doing.

"I didn't know this part of the farm exists." Charles admitted.

"It's a private part of the farm. I used to come here all the time when I was a filly. But it didn't look like this when I was gone. Those three sure did a fine job. I wonder where they are anyway." Applejack said.

"Let's check inside." Charles suggested and the two went up to see them and heard the three sing their theme song.

"They all say that you will get your mark

When the time is really right." Sweetie sang in the smooth beautiful tone.

"And you know just what you're supposed to do." Bloom sung in a decent voice

"AND YOUR TALENT COMES TO LIGHT!" Scootaloo sing in an unbearable scratchy voice making the two grown ponies flinched and decided to talk to them.

"Well, uh... I'll be, Cutie Mark Crusaders. You've done one fine job with this place. So, what's next?" Applejack asked the three fillies looking around the newly constructed building.

"Well, now that we have a real life clubhouse..." Bloom mentioned.

"And a map of Ponyville." Scootaloo added pointing at her drawn map.

"And a Cutie Mark Crusaders theme song." Sweetie joined.

"Theme song?" Applejack whispered.

"Kid thing, just go along with it." Charles whispered back.

"We're gonna go out in the world and discover our talents." Bloom said.

"A new adventure!" Scootaloo said.

"And earn our cutie marks." Sweetie finished.

"We'll leave no stone unturned!" Bloom announced.

"No mountain unclimbed!" Scootaloo joined.

"No meal uncooked!" Sweetie said.

"No sock unworn!" Bloom continued and the two watchers decided to end it and take their separate ways.

"Well okay then! Sounds like you have a plan. I gotta, uh... Leave no apple unpicked! See y'all later!" Applejack waved as she leaves.

"And I've got to see Cherilee to help her with... something. Bye!" Charles also waved and left as well.

"Are we ready to get our cutie marks, ponies?" Scootaloo asked the other two.

"Ready!" the three confirmed and clapped their hooves out to find their talents. They start at Sweet Apple Acres barn to feed the pigs. As soon as they filled the pig feeders they ring the bell and released the pigs from their cells. But as they come out they toppled the kids and dug right in the slop. The three then checked their flanks only to find a disappointed dirty mess. So they crossed the barn on the map and moved on to Sugarcube Corner to see if their talent is baking. Sweetie smells the aroma of taffy blocks as they load them into an automatic taffy twister to mix up a recipe. Scootaloo and Sweetie clapped their hooves in triumph but was short lived as Scootaloo's tail gets caught by the sticky taffy pulling her in. The other two tried to help her out but only to find themselves getting pulled into the machine with Scootaloo as the sticky substance twists them. When they got freed and headed out of the bakery they were stuck together by the gooey taffy. They all checked their flanks again to find them blank again with disappointed looks on their faces. They then moved on to Carousel Boutique where they decided to try out a hair styling talent. Some ponies did come to enjoy and relax and the boutique while the fillies mix up some hair coloring. Later a customer rushes out crying over how ridiculous her clown like hair looks. The fillies checked their flanks once again to see them still blank disappointedly. Another place checked off and they traveled back to Sweet Apple Acres to try out a guessing game where you have to choose the right picture the other player draws out. Sweetie draws out a card and reveals a red heart from the opposite side where Bloom is while she thinks hard on what it is. She then presses a button on the gaming mechanism and it shows to Scootaloo and Sweeite that she chose a yellow circle. They shook their heads in shamefully and Sweetie draws another card that shows a cyan star on it. Bloom then presses a outlined square button and the other two see it to shake their heads again. They picked out another card with a four leafed clover on it and sees Bloom thinking way hard on what the answer is until an idea popped in her head. She presses all of the buttons at the same time which sends the cards flying right at the other two giving unamused faces at her. Again they checked their flanks to nothing on them. After crossing out another disappointing moment they traveled to the mountains to see if they're good at rock climbing. The three climbed to the chilly snowy top as they tried to help each other up from falling but pulled too hard and the three were falling to the bottom. They were on the ground as the mountain wasn't even that tall only estimated about 20 feet high. As they regained their composure they checked their flanks once again only to be shamed again after finding nothing. Next they traveled to the lake to see their talents are scuba diving as they swim to the bottom with goggles, fins, and snorkels. They did find something only it was chasing them out of the water. An angry one eyed octopus chases them out of the water after entering it's territory. Finally the three set out to Charles and Twilight Sparkle's library home to see if they can find anything there. Charles, Twilight, and the school teacher Cherilee talked while entering the library.

"I had nothing to do with this." Spike immediately said.

"What is going on here?" Twilight asked shockingly seeing a whole pile of books scattered in the room.

"Hmm... Well, we sure aren't gettin' our cutie marks for bein' librarians." Bloom said with the other two looking through the library books and papers.

"Huh. I should think not." Spike snorted earning a glare from Charles and Twilight.

"What?" Spike asked confusingly.

"You were supposed to keep the library closed and clean while we were gone." Charles reminded.

"Girls, I think you're going about this the wrong way. Instead of trying to do things in areas you're not familiar with, why not try doing things in areas that you already like?" Twilight asked.

"And I have the perfect place to start." Cherilee stated and placed a poster with a drama symbol on it.

"'Showcase your talents..." Bloom read.

"...for all to see..." Scootaloo also read.

"Perform in the Ponyville school talent show.'" Sweetie finished.

"There'll be all sorts of awards. Best dramatic performance, best comedy act, best magic act... Surely you can find your talent." Cherilee suggested.

"This would be the perfect place to discover our talents. Jugglin'!" Bloom said.

"Acting!" Scootaloo joined.

"Magic tricks!" Sweetie added.

"Square dancin'!" Bloom mentioned.

"Tightrope walking!" Scootaloo said.

"Tiger taming!" Sweetie suggested.

"My little ponies! You're missing the point. Think about the things you already enjoy doing. Think about what you're already good at." Twilight said.

"Try noticing something you are already good at. See if you're good at this certain thing on your own." Charles added.

"Sure! We can do that." Scootaloo understood.

"Yeah! Sure we can." Sweetie agreed.

"Well, whatever we do, we'll do it as..." Bloom said.

"...The Cutie Mark Crusaders!" the three cheered in unison and clapped their hooves. Later they decided to do something spectacular in the show and already thought of what they needed. They went down to Carousel Boutique and grabbed some fabric without Rarity's permission as they left with Scootaloo pulling the other two in a wagon behind her with the fabric in it.

"Sweetie Belle! I told you not to touch my things. Come back with my supplies!" Rarity rushes out the door and shouts in anger.

"We're just borrowing them for the talent show. Don't worry, sis. I promise we'll bring them back." Sweetie assured. They then went to another store to pick up a fan but this time got permission from the owner.

"Thanks, Mr. Breezy. We'll return the fan to you real soon." Scootaloo thanked as the owner loaded the fan on the cart and the three left to grab some more supplies.

"What do we need this fan for?" Bloom asked curiously.

"Trust me on this one." Sweetie said. Later Scootaloo loaded the cart with several wooden planks with other resources they picked up earlier.

"Okay, so that's six wooden planks, four-by-eight plywood, a box of nails, four cans of paint and four brushes. Anything else?" Scootaloo asked.

"Yeah. Instructions on how to use six wooden planks, four-by-eight plywood, a box of nails, four cans of paint, and four brushes." Sweetie pointed out and the three decided to head back to the library to borrow a book from Charles and Twilight.

"'Ghost, Goblins and Ghoulish Figures'? Good heavens, girls. What do you need a book like this for?" Twilight asked as Spike puts the book in the cart.

"You'll see. Thanks, Charles and Twilight. We'll give it back as soon as we're done with it." Scootaloo thanked as the fillies leave.

"What do you think they're up to?" Twilight asked.

"I have no idea and I don't know if I should be excited or scared to find out." Spike admitted.

"Ditto. Should I go watch them, make sure they don't do anything embarrassing?" Charles asked.

"That's probably a good idea. But don't stop whatever they're doing, we don't want to hurt their feelings." Twilight warned.

"I'll make sure of that." Charles said and followed the fillies. Soon the Cutie Mark Crusaders arrived at their clubhouse planning on what to do for the talent show.

"I'm glad we're doin' this as a team." Bloom said.

"Me too. Um... so what are we doing again?" Sweetie asked confusingly.

"A super awesome dramatic song for the talent show, of course." Scootaloo reminded.

"Right! With super-cool scenery. And amazing costumes!" Sweetie said.

"And mind-blowin' dance moves." Bloom added.

"This is gonna be soo amazing!" Scootaloo said excitedly.

"Sweetie Belle, I think you should be a singer." Bloom stated.

"What? No way I'm singing in front of a crowd. Twilight said to do something we like to do, and I'd like to be like my big sister, and she's a designer." Sweetie said misunderstanding what Charles and Twilight told her.

"Fine then. You can do the costumes and the scenery." Scootaloo agreed.

"And Scootaloo, you're great in manoeuvers on your scooter. So you should do the choreography. Y'know, all those dance moves." Bloom pointed out which made Scootaloo nod in agreement but quickly turned into a shake in disagreement.

"Nah. I'd rather sing a wicked rock ballad. Why don't you come up with the dance routine, Bloom?" Scootaloo suggested.

"Hm... I'm not much of a dancer... but I do like Kung-fu. That's kinda like dancin'. Hai-ya! Hah! Hah! Yah!" Bloom shouts doing some kick moves and almost hitting Scootaloo.

"Then it's settled! Let's get started." Sweetie announced and the three went to do their assigned job. Outside Bloom practices her dance moves to improve her agility.

"One... two... three... Oh! Oh!" Bloom immediately lost her balance and landed right on Scootaloo's tail.

"Ow, Bloom! What are you doing?" Scootaloo asked helping Bloom up.

"Oh, I feel like I have four left feet. I can't even spin right." Bloom said disappointedly.

"Don't be silly. You just gotta keep your head forward until very the last minute, like this. See? Easy-peasy. You just gotta practice a bunch, that's all." Bloom said as she practices some really good dancing moves which are much smoother and more dynamic.

"Wow! That does look easy. Thanks. Okay. Let's try this again. Oh! Ouch! Ow. I'm okay!" Bloom said after another failed attempt.

"Keep practicing!" Scootaloo advised.

"Will do." Bloom understood. Scootaloo at the meantime was practicing some lyrics off the piano.

"We fight the fight, walk the walk. Talk the talk, eat the... uh... food like a celery stalk? I'll never come up with anything! Never, never, never!" Scootaloo whined banging her head on the piano. She then notices a roll of fabric bounce off the piano and rolls down the hill with Sweetie chasing it.

"Come back! Come back! Uh. Dumb fabric. Hey Scoot! How's the song going?" Sweetie asked which got a rasberry from Scootaloo as an answer which she did the same thing as a question.

"Oh my! Sounds serious." Sweetie assumed.

"I'm just no good at lyrics. Coming up with words is, like... really hard." Scootaloo said.

"Oh, it can't be that bad. 'With our cutie marks we'll rock Equestria. We use our stomachs to... digestia'? Umm... Well... These are... um... good, but... How about after 'We fight the fight'...

There is nothing that we fear

we'll have to figure out what we'll do next

till our cutie marks are here." Sweetie sang in her usual outstanding voice.

"Wow! That's so awesome! Did you just come up with that now?" Scootaloo asked surprisingly.

"Yeah... kind of." Sweetie admitted.

"Thanks, I'm totally using that." Scootaloo thanked and started writing it down until they remembered the stray roll of fabric rolling down the hill into a pond.

"Oh no!" Sweetie said in horror as it was too late to save the fabric as it splashes into the pond soaking wet with a shamed Sweetie knowing that Rarity is not going to be happy about this. While the wet fabric dries Sweetie sews the dried fabric with the sewing machine she borrowed from Rarity to make costumes for the show. As she finishes one she double checks the sleeves to make sure it has the right amount of sleeves.

"One, two, three, four, FIVE?! [moan] [sigh]" Sweetie moaned after seeing the miscaculation. Bloom then comes in dizzyingly and collapses to the ground.

"How's the spin coming along?" Sweetie asked.

"I think I gotta just stick to punches and kicks. You know, ponies only have four legs." Bloom pointed out after noticing Sweetie's work.

"[moan] I'll never be a designer like my sister Rarity." Sweetie cried losing hope.

"Hey, it's no big deal. Why don't you use the dress form? It'll help you with your patterns and help you put all the pieces in the right places." Bloom suggested pointing at the mannequin they also borrowed from Rarity.

"Oh, is that what that's for?"

"Uh... maybe you should also clean your paintbrush between each color." Bloom advised after looking at the painted backgrounds which the trees, houses, and other objects have a muddy brown.

"Oh, I was wondering why all the colors looked like mud." Sweetie muttered.

"You're not using power tools, are you?" Bloom asked curiously which got a blank expression from Sweetie. Later Charles and Applejack were walking down to the clubhouse to see how the fillies are doing.

"The talent show is just around the corner. I wonder how the fillies are doin'. Applejack said.

"Well, see that's why I came along." Charles admitted.

"Whaddya mean?"

"Let's just say they've been borrowing some certain and bizarre things. But let's see what they're up to." Charles said as they near the clubhouse. As they got up to the balcony they see the girls practicing somethings they didn't expect them to do. They slowly backed away without getting seen.

"Well, gosh. Sure wasn't expectin' that." Applejack admitted.

"Told ya. These aren't their talents, they're doing it wrong. They're going to embarrass themselves if we-" Charles was going to explain until the three fillies come walking out.

"I think that sounded pretty good." Bloom said as she and the other two fillies walk out and Charles and Applejack slowly back away to try and escape.

"Me too. You think we're ready?" Sweetie asked.

"Ready as we'll ever be." Scootaloo said and the three notices Charles and Applejack.

"Hey! Did you see us practicing?" Scootaloo asked stopping the two in their tracks.

"Uh... Yeah." Applejack answered nervously.

"Well? How'd we do? How'd we do?" Bloom asked excitingly.

"Uh..." Applejack struggled to come up with an answer.

"You..." Charles also had a hard time.

"Speechless! See, girls? I told you that's what we're gonna do. We're gonna leave them speechless." Scootaloo said.

"YAY!" the three cheered.

"'Speechless' is right." Applejack muttered.

"And not in the good way." Charles added. That night a whole crowd gathers near the Ponyville schoolyard where the talent show stage is set up. Snips and Snails were up performing a magic act where they will make a rabbit disappear under a hat.

"...and on the count of three this rabbit will disappear and something tasty will reappear in its place. A one, a two and a three! Hey! Where are they? Snails, where are the... carrots. SNAILS!" Snips yelled as he sees Snails eating the carrots that was suppose to be for the act. He then starts chasing him angrily as Cherilee comes out.

"Uh, how about a round of applause for the S&S magic act? Now for our next act we have Sunny Daze and Peachy Pie reciting their favorite poem... on rollerskates!" Cherilee announced and the audience applauds. The Cutie Mark Crusaders where rock star makeup with cloaks on to hid their appearances. The two performing roller-skaters then pass on by riding their rollerskates.

"Break a leg!" Sweetie said.

"Sweetie Belle! What a thing to say!" Bloom scolded in disbelief.

"No, no, no. You see, in the theater it's considered bad luck to say "good luck". So you say "break a leg" instead." Sweetie explained.

"My little ponies! How are you doing?" Twilight asked.

"Nervous..." the three answered in unison.

"Don't worry. You're gonna be amazing. Remember, just stick to what you know best. I can't wait to hear you sing, Sweetie Belle." Twilight said.

"Why does everypony always think I'm gonna sing?" Sweetie asked slightly irritated.

"Actually, Twilight Sparkle, I'm the main singer tonight." Scootaloo corrected.

"Oh?" Charles and Twilight questioned.

"And I'm the main dancer. Hai-ya!" Bloom said after doing a karate chop.

"Oh?" Charles and Twilight questioned again more nervously.

"And I'm in charge of-" Sweetie was about to say.

"Costumes?" the two adult unicorns asked in unison and eneasily.

"And sets and props. How'd you know?" Sweetie asked curiously.

"Uh... lucky guess." Charles quickly answered.

"Really, girls? Are you sure..." Twilight asked.

"Cutie Mark Crusaders, you're on next. Break a leg." Cherilee called and the three fillies rushed to the stage.

"Break a le-" Twilight said just as Bloom accidentally tripped on herself but quickly got back up.

"Uh... good luck!" Twilight said again and the three threw their cloaks off.

"Told you it's not good." Charles muttered. Out on the stage the lights dim as music plays and curtains moved to shine a light on Scootaloo as she sings in her not so good voice.

Now Playing: Cutie Mark Crusaders song

Look, here, are three little ponies♪

Ready to sing for this crowd♪

Listen up, 'cause here's our story♪

I'm gonna sing it♪

Very loud!♪

The three sang in a shaky voice as the crowd stares with their mouths agaped not in awe but in confusion on what they're doing. The light glows again to reveal their bizarre rock star spandex cloths. Bloom's dancing was out of balance, Scootaloo's singing wasn't that good, and Sweetie's magnificent voice can barely be heard. Even as Sweetie tries to do the special effects things were not going according to plan and the background scenery wasn't that great to see. Applejack was among the crowd and tried to hide herself in embarrassment as the three fillies continue to horribly sing.

When you're a younger pony♪

And your flank is very bare♪

Feels like the sun will never come♪

When your cutie mark's not there♪

So the three of us will fight the fight♪

There is nothing that we fear♪

We'll have to figure out what we'll do next♪

Till our cutie marks are here!♪

We are the Cutie Mark Crusaders♪

On a quest to find out who we are♪

And we will never stop the journey♪

Not until we have our cutie marks♪

They all say that you'll get your mark♪

When the time is really right♪

And you know just what you're supposed to do♪

And your talent comes to light♪

But it's not as easy as it sounds♪

And that waiting's hard to do♪

So we test our talents everywhere♪

Until our face is blue♪

We are the Cutie Mark Crusaders♪

On a quest to find out who we are♪

And we will never stop the journey♪

Not until we have our cutie marks♪

We are the Cutie Mark Crusaders♪

On a quest to find out who we are♪

And we will never stop the journey♪

Not until we have our cutie marks!♪

End Song

As the girls finished singing the whole background collapses on top of them making a whole mess. As they dig themselves out of the rubble they look at the audience with hopeful smiles seeing them stare blankly for a couple moments until finally they all bursted with laughter. This caught the poor fillies off guard and slowly walked off the stage in embarrassment and shame.

"Wow. That did not go as well as I expected." Scootaloo admitted annoyingly.

"I can't believe they're laughin' at us." Bloom said in disbelief.

"Was it that bad?" Sweetie asked.

"Back on stage, girls. It's time for the awards." Cherilee announced excitingly with Spike on her side.

"Back on stage? No." Sweetie immediately declined.

"They'll just laugh some more." Bloom pointed out.

"Yeah, what's the point?" Scootaloo asked.

"Now girls, let's be good sports. You made a great effort. You should be proud. Now come on!" Cherilee urged and the Cutie Mark Crusaders tip-toed their ways behind the other contestants.

"Let's hear it for all our talented fillies and colts. Our first award goes to... Snips and Snails for best magic act." Cherilee announced and the crowd applauds as the two magicians made their way to receive their medals and the three fillies swiftly got behind another set of contestants after hiding behind the two. Spike then presents the two their gold medals with three stars on it.

"Hey! Mine's at least shinier." Snips pointed out excitingly.

"Well, mine's bigger." Snails challenged.

"Oh yeah, well... Well, mine is, um... heavier?" Snips said unsurely as Cherilee and Spike watch them walk off with unimpressed looks on their faces.

"The next award goes to... Sunny Daze and Peachy Pie for best dramatic performance." Cherilee announced and the two skaters rolled to get their drama faced medals and the three fillies began shaking fearfully as their was no one else to hide behind of to hid their embarrassment.

"And finally, the last award of the night goes to..." Cherilee announces as Applejack and the fillies wait to hear as the suspense rises.

"The Cutie Mark Crusaders!" Cherilee announced excitingly.

"What?" the three said in total surprise and shock.

"For best comedy act." Cherilee finished as the crowd cheers and Spike presents the three their jack hat shaped medals and the three bowed in happiness and walked off the stage in excitement.

"Can you believe it? We won!" Bloom said happily.

"I knew our act was awesome." Scootaloo said with confidence.

"You know what would be the best? If we won and we got our cutie marks." Sweetie mentioned and the three removed their clothing to see their flanks. Sadly they were still blank which made the three moaned in disappointment.

"Congratulations, ponies! Job well done." Twilight congratulated.

"Yeah, you three did fantastic." Charles too complimented.

"Thanks, Charles and Twilight." the three thanked in a sad tone with their heads lowered sulkingly.

"Hey, you don't sound too excited." Twilight noticed.

"Yeah, why so gloomy?" Charles asked.

"[sigh] We worked really hard and won a prize but we still don't have our cutie marks." Scootaloo pointed out sadly.

"Which the prize we really wanted." Sweetie added.

"Oh, girls..." Twilight sighed.

"But we think we know why." Bloom admitted with a positive attitude.

"Yes. We know why." Sweetie affirmed.

"Oh? Tell us. We'd love to make a special report to the Princess." Twilight urged.

"Well, maybe we were trying to hard." Sweetie said.

"Yes? And..." Charles asked.

"And instead of forcing ourselves to do something that's not meant for us..." Scootaloo included.

"Yes? Yes?" Twilight asked feeling something is about to unfold.

"We each should be embracing our true talent!" Bloom finished.

"And that is...?" Charles and Twilight asked excitingly feeling they finally understand their true meanings.

"Comedy!" the three answered in unison which made Twilight change her expression into bewilderment and Charles only give a 'face hoof'.

"Apple Bloom! You did it!" Applejack cheered with Rainbow Dash and Rarity next to her.

"Did you see our award? Weren't we funny?" the three fillies asked as they approach them excitingly leaving the still two stunned ponies.

"Uh... do you think that..." Charles was about to ask but Twilight had another thought after shaking her head snapping herself oh of her trance.

"One day... [giggles] One day..." Twilight assured with a sly smirk which too made Charles smile knowing that their talents will come and it surely is something he already knows.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 19: A Dog and Pony Show

As the Grand Galloping Gala draws nearer and nearer Rarity continues her usual work at her shop and home Carousel Boutique. She levitates gems she collected over the weeks and months and places them on a new dress she is working on.

"Perfect!" Rarity said as she finishes. Just then the bell in her front door rings signaling a customer entering.

"Coming! Welcome to Carousel Boutique, where every garment is chic, unique and magnifique." Rarity said as she closes the curtains for her new dress as she approaches her customer but as she sees who her visitor is she gasps in total shock to see a taller female pony with a blue mane and tail wearing a white pop fashion clothing and a thin top hat.

"Sapphire Shores! The pony of pop!" Rarity shouts in disbelief.

"Good afternoon, Miss Rarity!" Sapphire greeted in a singing pop like voice.

"You yah... Y-y-you know my name?" Rarity asked shakingly by the unexpected surprise.

"Well, of course I do, darling. I make it a point to know all of the up-and-coming designers and Clothes Horse magazine simply raved about you." Sapphire explained as she looks around the places clothes.

"Oh my stars. If I'm dreaming, do not wake me up. How may I help you, Miss Shores?"

"Oh please, call me Sapphire."

"[giggle] How may I help you, Sapphire?"

"Well, as I'm sure you know, I'll be touring all of Equestria with my latest concert, Sapphire Shores' Zigfilly Follies so I need to look seeensational! Ow!"

"I have just what you need. Sapphire Shores, prepare yourself for the pièce de résistance de la haute couture. I used every last diamond I found on this one garment." Rarity said as she presents her new attire she just finished. As she removes the curtains the clothing shines and sparkles with sapphire and ruby diamonds on a white pop dress which made Sapphire's eyes and mouth open wide in awe.

"[gasp] And it is spectacular! I'll take it." Sapphire said.

"Really?" Rarity asked in delight.

"Oh yes, and five more, each done up in a different jewel."

"Beg pardon?"

"Costume changes." Sapphire said and Rarity looks in her jewel chest remembering that it is all empty with not a single diamond in it. She then faints in exhaustion.

"[chuckle] Yes, I do have that effect on ponies." Sapphire said to herself as she walks out the door for Rarity to get started on another project that maybe too close to call.

A knock on the door of the library Woke Charles d'Artagnan up he opened the door to saw who it was.

"Rarity! Great to see you!"

"Hello Charles, isn't it a fine day?" She seemed positively abuzz with excitement, barely able to contain it. "May I come in?"

"Certainly," he invited, stepping aside to let her pass. "You seem happy about something. Are frills back in fashion this year?"

"Even better!" She gave a squeak of delight, but conformed herself. "I've just been tasked by Sapphire Shores, and I mean the Sapphire Shores, to make outfits for her concerts!"

"Great, good for you," he said. "So, what are you here for? I take it this isn't just a social call."

"Indeed. I need some assistance gathering gemstones for her outfits and I was wondering if Spike would like to help me?"

"I'm sure he'd be happy to. We're just about to break for lunch anyway, so he should be free." He rounded to the stairs and called: "Spike, somepony here to see you!"

"Go away! I'm napping," came the sleepy reply.

"It's Rarity!" Charles felt a wind rush by him and Spike was there in the blink of an eye. That was quick...

"Charles, what's going on?" Twilight had also come downstairs, as Rarity explained what was going on to Spike, who had eyes for nopony else.

Once they were both done explaining the situation to one another, Twilight said that of course it was okay with her, just as long as they were careful. Rarity was very grateful to them both and promised that they would be.

Charles who was worry asked "Hey don't you want me to come along Rarity?"

"Huh you why?"

"For protection against jewel thieves!"

"Well…" Rarity thought. "If you insist… I suppose you could accompany us."

Spike returned with a red wagon. "Here you go, miss Rarity! Anything else you need?"

"Good news Spike! Charles will be accompanying us."

"Oh…" Spike replied, looking a little disappointed.

"Well, good luck, Rarity. Be careful out there!"

"Thank you, Twilight. We shall!" Rarity looked over at the boys. "Come now then, let's go search for some gems! Spike, bring the red wagon please."

"You got it Rarity!" Spike grabbed the red wagon and Charles walked by Rarity, following her to wherever she was going to search for the gems.

They arrived at some bare place that was pretty far from Ponyville. Charles looked around to see just mountains of rocks and absolutely no grass in sight. There was actually no green for that matter, except for the few trees in sight.

"Oh my gosh!" Spike began talking excitedly as Rarity used her horn to search for gems. "Sapphire Shores! The Pony of Pop! She is awesome! I mean, she's gorgeous, talented and-heh" Rarity stared at Spike as if she was offended. "...and not even half the pony you are. I mean, you're ten times more gorgeous and talented and..."

"Spike, a lady is never jealous." Rarity responded.

"Eh, of course not. But were you totally flipping out or what?"

"Ladies do not 'flip out', Spike. However, I was quite in awe." Her horn began glowing, causing her to search around more areas. "I need to find more jewels than ever before to decorate her costumes." As she was pacing around, she suddenly halted and pointed towards a spot beneath her. "O, aha!"

"Did you find some?" Spike hopped.

"Yes, Spike! Right there!" She pointed with her hoof.

Spike hopped over to the spot and began digging with his hands until he spotted them with his own eyes. "Ooooo!" Spike stated as he licked his lips and drooled. "You look so delicious..." He dove into the hole and grabbed the handful of jewels. He was about to shove them down his throat but Rarity stopped him. "Spike! I promised I'll give you gems to snack on, but we need to collect more first or I'll never be able to make these outfits for Sapphire."

Spike lowered his head and walked over to the wagon to place the gems on there. He sighed. "Hm... I will miss you, my sweets."

"Come along." She told the boys. "We have many jewels to find."

Spike placed the jewels on the wagon and bowed. "At your service, my lady."

During the search, Rarity continued to spot jewels underneath the ground to which Spike dug for. Charles didn't do much digging, but he did some carrying every now and then. Once in a while, Spike was tempted to eat the gems on the wagon, but Rarity scolded him before he could.

When the wagon was full of gems, Spike stood nearby, drooling and licking his lips. Rarity patted him on the head and spoke. "You've been very patient today, Spike. And for that you'll get the finest reward." She pulled out a light blue gem in the shape of an octagon. "This is from me to you." Spike held his mouth open to eat it, but suddenly he grabbed the gem instead and looked at Rarity, dazed. "Is something wrong, Spike?" Rarity asked.

Spike could only stare at Rarity for a moment and release a smile. "No. It's perfect." He expressed as he held the gem close to his chest.

Rarity horn began glowing and she was pulled over to the next location of gems. "Oh, bring the cart, Spike. There are more over here."

"For me. From Rarity…" Spike said. He began bringing the cart over to Rarity.

"Spike…" Charles announced as they were walking toward Rarity. "Why do act like that around Rarity?" he asked.

"Well you see…" He stopped and waved for Charles to bring his head closer. Charles did so to where he positioned his hands around his mouth and began whispering. "I have a crush on Rarity."

"A crush…?" Charles questioned.

"Yep. You know… when you really like someone."

"Really like…" Charles muttered under his breath, thinking about his feelings with Fluttershy.

"But promise me you won't tell anypony! Especially Rarity!"

"Ok, ok. I promise."

"Spike! Where are you?" Rarity called from a distance. "You know, it's terrible to keep a lady waiting."

"Coming!" Spike responded, rushing over to Rarity.

"I think we're really going to strike gold this time." Rarity spoke as Spike began digging. "So to speak."

"Jackpot!" Spike exclaimed, bringing out an armful of jewels.

Spike began placing the gems carefully on the wagon.

"Well, I think that's all we can do for today. And these will certainly get me well on my way with Sapphire's outfits. Why don't we start headi..." Suddenly, Rarity's horn began glowing again, leading her to somewhere else. "Oh! What's this? Another jewel. Oh, strange." She was led into the trees. "It's in the trees. Oooo..." She spotted a gold gem but suddenly a strange creature popped out. Charles instantly recognize it oh no what is that dumb mutt doing here(1). "Ewww!" Rarity flinched at the sight of the creature. "Uh... uh... Good day, gentle... uh, fellow. I am Rarity and these are my friends Spike and Charles." She slowly backed away toward them.

"Ehe..." was the only thing Spike could mutter.

Charles started to get angry.

The creature jumped out of the trees and began walking up to Rarity. "A diamond dog."

Rarity and Spike could only back away while the creature was coming towards them. Charles suddenly stepped in front of both, Rarity and Spike, and the diamond dog.

"Go away!" Charles told the dog, standing in front of him. "What do you think you're doing here?"

"We hunt." The dog replied.

"Uh... we?" Rarity asked behind Charles.

"We hunt for gems. But you are a better hunter. So now we hunt... for you!" He replied.

Suddenly they heard digging noises behind them. Two more of those dogs popped up, causing Charles to look back. One of the dogs tried to grab Rarity but she ducked in time.

"Rarity!" Charles called and tried to go help her but the dog in front of him had pushed him to the side. Charles grunted as he landed on the ground from a distance. He saw Spike try to harm the dogs by digging at their tails with his tail. Charles immediately pushed himself up and began running towards them.

"Run, Rarity! Run!" Spike advised Rarity.

Rarity began running. Spikes grabbed hold onto one of the dog's legs, causing him to trip and grab the other dog's tail and make him fall as well.

"Spike! Charles! Come on! Hurry!" Rarity called for the boys.

Charles saw one of the dogs sneaking up from behind her to pounce on her. "Gotcha!"

But before he could grab Rarity, Charles leapt and pushed him forwards While he was struggling on the ground beneath his hooves, he could only try to push me off. "Get off of me!" He exclaimed.

"Got him, Rarity! I got him!" Charles heard Spike.

"Haha! Nope!"

"Sorry, scaly one."

Suddenly, a pair of dog arms grabbed Charles and threw him away from the dog he was holding down. Charles released more grunts, feeling the pain when he landed back on the ground. He could already feel scratches, maybe even bruises on hisy body.

"WAAH!" Rarity screamed as the dogs grabbed her and began running towards their hole. Charles began trying to push himself up once again, but it took him longer as he had to deal with the soreness. "Unhand me this instant, you ruffians. Stop! Put me down, you scum! You rough-!"

"Rarity!" Spike called after her.

Charles managed to stand back up and notice Rarity in the hole, but she struggled to stay out on top. "Spike! Charles!" She tried to grab hold of the dirt. "Ah, dirt!" Charles immediately ran over to the hole and slid to prone, grabbing Rarity's hoof.

"Hold on, Rarity!" Charles said as he tried pulling her up, but he was losing my grip as the three dogs fought back. Charles wasn't able to keep his hoof wrapped on hers as the dogs finally managed to pull her away from him.

"AAAAAH, Charles!" She screamed as she was sucked in.

"Which, what, where?" Spike muttered quickly as he ran over to the hole.

"SAVE ME...!" Rarity screamed in an echo from a distance beyond the hole.

"NOOOOOOOOOOO!" Spike shouted.

"Spike! Get the others!" Charles ordered. "I'm going in!"

Without any hesitation, Charles dove into the hole.

Somewhere in the caverns(2)

It was several seconds until Charles finally landed on the ground. He groaned and stood up, shaking his head. He looked around and noticed many holes throughout the area. Great… how am I supposed to find Rarity in here?

"Okay Charles remember what Pothos taught you 'Listen to the echos in the cave and you will find you way'!" Charles said to himself.

Charles closed his eyes and begin to listen. All of a sudden, his ear perks as if catching something. "This way" fowling the faint echo. "Oh please, diamond dogs. Please let me go." Charles started hearing from a distance. It was Rarity!

"No!" One of the dogs stated.

"You're our precious little pony."

"For ever! Muhahahaha."

"But what ever do you want from me?" Rarity asked.

"Gemsss!" One hissed.

The voices began getting louder.

"Yes! The gems. The jewels."

"Find them! Find them all!"

"Oh! Is that all?"

Charles finally arrived to where the voices were coming from. Rarity, along with the other dogs, were in this large area. They were in my sight and Charles knew he couldn't just barge in there because it would be an instant loss. He used his Invisibly Spell, looking slightly at what was taking place. Rarity was searching for more jewels in the ground. She stopped, picked up a stick and marked the spot with an x.

"There. A lovely pocket of jewels are right there. Now, would you be so kind as to show me the exit? "Rarity asked.

Another dog, which must have been a guard, pointed a sharp spear at Rarity, causing him to gasp quietly.

"Good!" One of the dogs hopped excitedly. "Now, dig them up, pony."

"What? But you said you wanted me to find the gems."

"Yes! Find and then dig."

"Dig?" Rarity asked, irritated now.

"Yes. Dig."

The guard dog led her towards the x as the other dogs pointed straight at it.

"Ohh..." Rarity moaned. She began digging lightly, actually barely tapping the ground. The other dogs looked in surprise. Rarity continued grunting as she lightly tapped the ground, only moving speckles of dirt.

"What are you doing? We said dig!" The big dog commanded.

"Forgive me but prior to you so rudely dragging me into your dirt pit, I had a pony pedi and I am not about to chip a hoof because you dislike my style of digging." Rarity answered boldly. Afterwards, she continued her way of digging.

"Oh, for goodness." The medium-sized dog placed his paw on his face. "Fine! Just stop. Stop! Dig, dogs! Dig!" He called toward the other guard dogs that were in a hole above them. "And fast."

Well… I'm glad I didn't rush in…

The guard dogs began furiously digging at the spot Rarity marked.

"She won't dig, she pulls." The big dog announced, while they held up a saddle and a cart.

"I beg your pardon," Rarity responded as she began backing away. "but what, pray tell, are you doing?"

"Others will dig. You will haul the wagon." The big dog answered.

"Prrrecious pony pedi will be preserved." The small one added as he placed the saddle on Rarity when she reached a dead end.

"Well, somebody certainly needs proper nail care. When was the last time you two had a manicure? You're scratching up my coat with those jagged things." She had noticed their nails as they secured the saddle on her.

"Please be quiet!" The average one answered.

"Good heavens, what is that smell?" Rarity exclaimed.

"Smeeeeeell?" He released a horrid stench of his breath at Rarity.

"Ah, mystery solved. It's your breath." Rarity replied, frankly, which led the dog to turn around and smell his own breath.

"Enough! Search, pony!" He ordered.

"Well, since you insist..." Rarity began pulling the cart while finding gems and marking them with a stick. "But I must say the working conditions in here are simply dreadful. Musty and damp, it's going to wreak havoc on my mane. And this air is stifling, suffocating. And when I try to take a deep breath, the stench of all you dogs makes me nauseated. You look and smell like if you haven't bathed in weeks. Have you never heard of soap? You could all do with a good round of soap and water. Water, water, I'm terribly thirsty. Could I please have some water?"

"Good gracious, I can't take this anymore." The small dog pulled his ears. "BE QUIET, PONY!"

"And that's another thing." Rarity persisted. "I would appreciate if you stopped calling me 'pony'. I am a lady and I wish to be addressed as such. So you may call me 'Miss' or 'Rarity' or 'Miss Rarity'."

"Enough!" The average dog yelled out as he pulled his ears as well. "Your whining! It hurts!"

"Whining? I am not whining. I am complaining. Do you want to hear whining? Thiiis iiis whiiining! Oooh, this harness is too tiiight! It's going to chafe. Can't you loosen it? Oooh, it hurts and it's sooo ruuusty!" Rarity continued to whine in a high pitched voice, even starting to hurt my ears a little. "Why didn't you clean it first? It's gonna leave a staaain! And the wagon's getting heeeavy, why do I have to pull it?"

"Aaah! Make it stop!" The little dog desperately ordered.

"Stop whining!" The average one demanded.

"But I thought you wanted whiiining!" Rarity purposely answered.

"We'll do anything, pony!"

Rarity gave them an annoyed stare.

"Oh, uh, we'll do anything, 'Miss Rarity'." The average one laughed nervously.

"Anything?" Rarity questioned, dreamily.

Soon enough, she had the dogs doing work for her, as well as improving the conditions around her. Wow Charles thought She fooled them those mutts are still dumb as ever! As much as Charles wanted to save Rarity, he still couldn't do anything about it… He had to wait until she was alone but there was no possible way to tell her so, so the only thing hecould do was just wait it out and see what Rarity did. The area was covered with ribbons as two guard dogs beside her fanned her. She was given water in a gold chalice. Unbelievable… so much for a damsel in distress…

Rarity took a sip from the water and pulled back, slightly disgusted. "Oh, this water is hardly sparkling. But I suppose it will have to do."

The three other dogs were pulling the heavy loads of gems until they stopped for some air. "Wait! Why are we doing this?" The average one asked.

"To stop the awful noises from the pony's mouth, remember?" The little one began imitating Rarity's whining but the average dog placed his paw on his mouth.

"Yes, yes, I know. This is ridiculous! Letting a pony order us around. What are we? Mice or dogs?"

The other dogs began saying "mice", but suddenly changed their answers to "dogs".

The average dog stared at them for a moment, and then continued his speech. "Dogs do not pull. Ponies pull. Let her make the awful noises."

They walked up to Rarity and began placing the saddle on her. "What are you doing?" She asked. The average dog flicked her drink. "Hey, you spilled my drink. Oh!" Rarity began her whining. "Not sooo tiiight!"

"Ha! Make the noises all you want. But move while you make them. Hyah, mule!" He ordered Rarity, slapping her from behind.

Uh oh., Charles thought as an shift in Rarity's eyes. "Did you just call me a... mule?" She asked sadly.

The dog moved his eyes around, wondering what he should say. "Ehh..."

"Mules are ugly. Are you saying that I too am ugly?" Tears formed in Rarity's eyes and she immediately began crying.

"What are these noises?" The little one asked, walking over to them.

"HE CALLED ME UGLY!" Rarity cried out.

"No! Mule! I said mule!" The average one replied quickly.

"An old ugly mule! And it's true! Just look at me. I used to be beautiful, but, but nooow..."

Nice going to fool those dumb mutts.

"No, no! You're still beautiful, po... uh, Miss Rarity." The big dog had come along too.

"You're just saying that!"

"No, you're still pretty and... and..."

"Oh, uh uh, nice. Yeah."

"I don't believe you! You never liked me!" Rarity began wailing out loud.

"I've had just about enough of this!" The average dog exclaimed as the three of them held their ears.

They grabbed her and took her to a cell with a steel door. They placed her in there and shut the door, locking it.

"Now until you learn to stop whining, you're going to stay in here FOREVER!" The average one exclaimed and began walking off, bringing his other guard dogs along with him.

Finally was Charles chance…

After he made sure they were all gone, Charles became visible an raced over to the cell Rarity was in.

"Forever?" Rarity spoke. "Oh, it can't be! I won't ever see my friends again or get pedicures and… oh no! I'll miss my only chance with Sapphire Shores!" She began crying again.

Charles sneaked up to her cell door and looked in. "Rarity!" He exclaimed softly.

She gasped and looked up in shock. "Charles? Is that you?" She asked.

"Yes, I'm going to get you out of here! Just hang on!" He looked around for a way to open the door, but as far as Charles could see, there really wasn't any unless he retrieved the key from the dog that locked her in there… Charles sighed and looked at Rarity, who returned a worried look. "Rarity, just hold tight… I'll go find the key and get you out."

"Oh, Charles, please hurry!"

He nodded and turned around to follow wherever the dogs walked to. Charles started at a light sprint as he continued looking for the holes the dogs went through. It wasn't too difficult as he started hearing faint voices when he grew close.

"Geez, it's nice to take a break from all that whining!"

"Yes, but… what if she never stops the whining?"

Charles followed their voices which led him to the final hole, revealing them around a table in separate chairs. They were playing cards. Charles his Invisibly Spell again and become invisible and continued listening as he tried to find the keys.

"Hmm…" The average one thought. Suddenly, he snapped his fingers. "I got it! How about we put dirt in our ears?"

"But…How will we hear each other then?" The small one replied.

"Hand signs?" The average dog suggested.

Fortunately, the average dog was right in front of Charles, however, he was facing the other dogs, away from him. Charles slowly began creeping out after he spotted the ring of keys hanging outside his red coat. His hooves pressed lightly on the dirt landscape as He moved closer and closer to the keys. When his hoof was right under the keys, he made a sudden move, which caused Charles to pull back suddenly and stay still.

"Ah-chew!" He sneezed and wiped his nose. He then began looking around above Charles.

"What's wrong?" The small dog asked.

"I smell pony…" He responded as he continued looking around suspiciously.

"Don't we have a pony locked up here?" The big dog asked.

"Yes…but… It's as if I can smell one right near me…"

Charles quickly, but softly crawled towards under the table, just in case he looked down… Okay not as dumb as I remember.

"That pony must have just made you keep her scent with all her whining."

Okay maybe not!

"Yeah…I guess."

After a while of waiting under the table, once Charles heard them shuffle cards and deal them, he reached out his hoof to grab the keys. Charles had to carefully and slowly pull them back because even the slightest jingle of them will alarm the dogs… Once Charles had carefully retrieved the keys under the table, he held them in his mouth and slowly crawled out of the room.

Once Charles was far enough, he made himself visible and quickly rushed over to Rarity. She was sitting in the corner of the cell room, very sad. Once she heard him, she quickly turned around and changed the expression on her face to an excited one.

"Oh, Charles!" Rarity exclaimed.

"Shh." Charles warned her.

Using his Telekinesis spell he 'inserted' one of them into the lock and turned. A click sound was heard. As soon as he opened the door, Rarity ran towards Charles, embracing him with a tight grip and pummeling him with gratitude. "Oh, thank you, thank you, thank you, thank you!"

"C'mon." Charles said quietly as he lightly pulled her off. "Let's get out of here as quick as possible."

"You don't have to ask me twice!" Rarity replied as she followed him.

Charles started walking carefully towards the way he came in. When he reached the door, he opened it to find a rather unfortunate surprise. The three dogs were standing on the other side of the door, looking at the two unicorn ponies as if they were already expecting them.

"I knew I smelled pony…" The average one spoke. "Well, boys, looks like we have another work horse."

As they got ready to breach, Charles quickly slammed the door on them and barricaded it with his body. As he struggled to keep the door blocked, Charles looked around for an escape plan. Then, he remembered the carts of jewels.

"Rarity!" Charles called through strains. "Get those carts over here! ...Now!"

"But, I'll get all sweaty!" Rarity responded through a worried tone.

"Rarity…" Charles replied as he continued attempting to hold back the door. "Does that really matter right now? I'm trying to save you!"

After she analyzed the Musketeer pony's troubles, she sighed. "Okay… for you, Charles!" She ran over to one of the carts full of jewels. She began pushing the cart over to where he was, but it was taking time to be done.

"C'mon Rarity…! Hurry!" Charles exclaimed, already feeling that he's losing the advantage. She slightly moved faster and managed to bring them over to where he was. "Okay, now place it front of the door!" She did so, and when the cart was able to hold the door, Charles let go and quickly ran over to another cart and pushed it over to the door in a matter of seconds, just to be safe. Once the door was blocked off for good, he called over Rarity and began running towards another way out. It'd be a while until the dogs realized that there are holes everywhere…

The unicorns were running through a long tunnel. They reached another area with a large amount of space between. Charles looked around and spotted a wooden door.

"There! C'mon!" Charles pointed towards the door and led Rarity to the door.

Before he could get his hoof on the handle, the door was pushed open, to reveal the dogs once again.

"And where do you think you PONIES are going?" The average one announced. Charles could only step back to hold back Rarity. "It time you ponies go to work!" He began walking towards them with a harness. He tried to place it on Charles, but instead, he used his 'Magic Horn Blade' and slash him in the stomach.

"Oomph!" He released a grunt as he held his stomach "That pony is too much trouble! Get rid of him!" He ordered the big dog.

The large dog walked over to him. "Out of the way, pony!" He grabbed Charles and threw him to the side. Charles hit the rocky wall with enough force to cause the rocks above to fall upon him when he landed on the ground. But he created a barrier of magic and pretended to faint.

"Charles!" Rarity called out. She went to to him and saw him not knock out and wink at her. She realized what he is doing and played along.

"Come on pony, time to WORK!" One of the dogs announced.

"Noo! Charles!" Rarity began crying again.

"No! Not the terrible noises again!" A dog cried.

"Why, did you have to hurt him?" Rarity combined her crying with her whining as she did before. "You dogs are so mean! Why? Why?"

The dogs screamed. "Stop whining!"

"You hurt my friend! Now he's not okay! I hate you fiends!" Rarity began wailing out loud, for a pretty long time. "Charles, please please open your eyes!"

"I can't take it! I can't take it!" The dogs exclaimed.

Suddenly, Charles heard something break open near him. "Lady Rarity, I'm here to save you!" It sounded like Spike's voice…

The dogs screamed and ran over to somewhere else nearby. "Please, save us! Make it stop! Please!"

"Excuse me?" Twilight's voice sounded.

The dogs began their reasoning."So picky."

"And critical."

"She won't stop talking."

"And crying about her friend!"

"We, uh, give her back. Yes."

"Friend?" Twilight questioned. "Charles!" She realized and rushed over to the sounds of wails from Rarity. "Rarity? Oh no…"

Rarity continued sniffling. "I don't know what to do!"

"Charles!" He heard Fluttershy's voice as she rushed over to him. "Charles, no!" It sounded as if she was desperately looking for a way to help but she couldn't… "Charles…no… please…" he felt her head rest lightly on his. After a moment of sniffling, he felt a drop of water fall on him.

Charles started opening his eyes slowly to a blurry image. Things cleared up afterwards. He looked around to see the other ponies looking away sadly while Fluttershy rested her head on mine. "Girls…?" Charles asked weakly. Fluttershy gasped while the other ponies immediately turned around.

"Charles?" Fluttershy softly asked. The other ponies moved closer to him.

Charles looked at them in silence for a moment. "…well that took awhile, Spike…" He addressed the time it took for them to come help. Everypony crowded around him and gave sighs of happiness as they knew that he was okay. Fluttershy held him as she was joyful as well.

"UGH!" The dogs suddenly interrupted. "Just take the jewels and go!"

"You're letting us leave with all these..." Spike looked at the many carts of jewels in front of him. "jewels?"

"Yes. Take them. And her with them!" The average exclaimed in fright as they cowered in a corner.

"Please!" The small one added.

Charles stand up as the other ponies prepared to take the jewels.

"Alright, girls, let's bring em home!" Applejack announced and she strapped herself in one of the harness. She looked over to me and smiled. "C'mon Charles… Climb up on this here cart, you deserve to rest…" She motioned him to climb on the cart she was taking back to Ponyville. "I'm Okay I'll walk." The rest of the ponies strapped themselves to the carts and began leaving.

"I can't believe you got all these gems!" Pinkie Pie exclaim.

"Heh. I can't believe you tricked all those dogs." Rainbow Dash added.

"Just because I'm a lady doesn't mean I cannot handle myself in a sticky situation. I had them wrapped around my hoof the entire time…well…not the entire time, actually…"

"What do you mean, Rarity?" Twilight asked.

"Had it not been for Charles, I probably wouldn't have been able to get away with all these gems…" Rarity replied. "And my crying at the end…" She began saying softly. "Well…He pretended to faint…"

Charles looked over to Rarity. "Knowing that your 'whining' easily bothers them… I'm pretty sure you would have done it without me Rarity… After all… it was you who defeated them…"

"Oh, thank you, Charles." Rarity responded. "But, for right now, I'm just glad you are alright. By the way... I may have exaggerated a bit too much at the end... but you know me." She chuckled.

"I can't wait to write to Princess Celestia about you ponies and tell her what you taught me today." Twilight said.

"Me? What did I teach you?" Rarity questioned.

"Just because somepony is ladylike doesn't make her weak. In fact, by using her wits a seemingly defenseless pony can be the one who outsmarts and outshines them all."

"Hm... 'Outshines' is right. Now you have enough gems to cover Sapphire Shores's costumes." Spike announced as he was munching on one of the rubies.

"Not if you eat them all, Spike." Rarity used her magic to peel the ruby off of Spike's hands before he could take another bite and place it back on the cart, causing everypony to laugh.

When they arrived at Rarity's shop, all the ponies released the harnesses and began bringing in the gems. "Charles?" Rarity called. "Yes?" Charles said. "How did you Know those diamond dogs?" Rarity asked. "Well it's a long story I'll tell you all about it some other time."

Notes

(1) I'll bring up the diamond dogs in a later chapter.

(2) I decided to skip the part with the others in the cave as it held little immediate plot relevance to the chapter as far as I can tell.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 20: Green Isn't Your Color

On a bright afternoon Fluttershy waits at a spa reading a magazine for her friend Rarity where they usually spend time together but Rarity seems to be running late. Finally the door opens and Rarity enters swiftly with a stylish green peacock hat.

"So sorry, Fluttershy. I hate being late for our weekly get-together. The usual!" Rarity said to a cyan pink mane and tail cashier mare and she quickly got their routine prepared. They start out in the steam room where the cashier steams up the room for the two customers wearing spa robes.

"But you will not believe what happened to me." Rarity said as she talks about some events that happened to her earlier and why she was late.

"Is everything all right?" Fluttershy asked worriedly.

"Oh, it's much more than all right. I was on my way here, wearing my latest hat creation, when who should stop me on the street? But Photo Finish!"

"Photo Finish?" Fluttershy asked and the two moved on to get their mud masks on.

"She is the most famous fashion photographer in all of Equestria. Anyhow, she saw my hat and said it was absolutely marvelous!" Rarity said as the spa workers put on her face mask and cucumbers on her eyes while Fluttershy only gets two small specks on her cheeks.

"What a lovely compliment." Fluttershy said.

"She was so impressed that she wants to take some pictures of my shop featuring some of my clothes!" Rarity said while the workers give Rarity plush pillows to lay on as her horn and nails were getting filed while poor Fluttershy gets nothing but the hard floor and the worker refuses to file her hoof nails.

"That's wonderful." Fluttershy said.

"Do you know what this could mean for my fashion career?" Rarity asked vibratingly as a massage therapist gives her a karate chop massage on her back while another gives Fluttershy soft pressure on her back.

"Oh, Rarity, I'm so happy for you." Fluttershy said happily.

"But I'm going to need somepony fabulous to model for me. Somepony with beauty. Somepony with grace. Somepony... like you!" Rarity said as she gets tied with seaweed all over her body and hops into a mud bath next to Fluttershy who doesn't get any seaweed on her.

"Oh, goodness. I don't know." Fluttershy said nervously as they head to the hoof baths.

"Oh, this is such a huge opportunity. And it would mean so much to me." Rarity pleaded.

"I'm flattered, really."

"Nopony is going to have your elegance and poise."

"But..."

"Nopony!"

"There has to be somepony more quali..."

"Please!"

"Somepony more into fashion."

"Please!

"Somepony more comfortable in the spotlight."

"Please, please, PLEEEASE!"

"Oh, if it's that important to you, of course I'll do it."

"Oh, thankyouthankyouthankyouthan kyou! You are the best friend a pony could ever have!" Rarity thanked excitedly. Soon the two were finished and were on their way to their respected homes.

"What a wonderful way to spend an afternoon." Fluttershy sighed.

"Isn't it? Though I was so afraid you wouldn't agree to model for me that I felt completely frazzled. I think I feel a pimple coming on. Oh! Only one solution!" Rarity said and just like that she was back in the spa with her robes on ready for another spa treatment.

"The usual!" Rarity said as the spa workers were happy to oblige to her wishes for she can be the next big thing.

After Rarity was finally done with the spa her and Fluttershy met up at Carousel Boutique where Fluttershy is dressed in a pink dancer like dress waiting for their special guest to see the design. Their friends Charles d'Artagnan, Twilight Sparkle, Pinkie Pie, and Spike also came over to help out so Rarity didn't have to do every single job.

"Hm... She's going to want to see attitude and pizzazz." Rarity instructed as she paces around her observing the dress.

"A-a-attitude and, um... pizzazz." Fluttershy stammered nervously.

"More light! It has to catch the sequins just so or the whole outfit is just a disaster." Rarity ordered and Twilight adjusts the light until the whole room was illuminated by the bright glow of the light.

"Oh, and the headdress need more feathers. Pinkie Pie! More feathers!" Rarity called and Pinkie trots over gleefully with a basket of feathers in her mouth with all sorts of colors. Rarity levitates the pink ones out and place them on Fluttershy's feathered hat which made her flinch a little.

"And sequins! More sequins!" Rarity added and Spike comes over dreamfully with a basket of sparkly powder sequin and Rarity spreads it all on Fluttershy to giver her a more sparkly effect.

"And more ribbon! Oh no! Less ribbon. No! More ribbon." Rarity instructed as Spike puts on and takes off the ribbon on Fluttershy's hat multiple times until Rarity made the final decision and Spike puts it back on making Fluttershy squeak in pain. She looks at him with an irritated look which produced a sheepish smile from him.

"Oh, this hem is completely off. PINCUSHION!" Rarity called desperately becoming a little impatient and Spike happily comes over with pin needles on his back and Rarity takes out a number of needles and beckons Spike away with her hoof which in return backed away.

"Thank you all for helping me. I'm sorry to be so short with you, but I'm... I'm just so nervous." Rarity admitted.

"Oh, doesn't that hurt?" Twilight asked Spike worriedly about the needles on his back.

"Thick scales. Can't feel a thing. And even if I could, there is no pain that would keep me from assisting the most beautiful creature in the world." Spike said dreamily as he stares at Rarity which made roll her eyes and groan in irritation.

"I'm gonna tell you two a secret since Charles already knows." Spike turned to them and spoke softly. "But you have to promise not to tell anyone."

"I promise." Twilight responded.

"Cross my heart and hope to fly, stick a cupcake in my eye!" Pinkie added, actually poking her eye.

Spike motioned for them to come closer. They did. He motioned more. They followed. He grabbed their faces and whispered to them. "I have a crush on Rarity!"

His answered gave Twilight a very disappointed face while Pinkie Pie was left shocked. She gasped. "We won't say a word!"

"Give me a break." Twilight replied out loud. "Everypony already knows how you..."

"Twilight!" Pinkie Pie interrupted her. "You promised Spike you wouldn't say anything. He trusts you. And losing a friend's trust is the fastest way to lose a friend forever!" Spike looked at Twilight with his pleading eyes, clearly presenting a message for her to not tell any pony.

"But..."

"FOREVER!"

"My lips are sealed." Twilight surrendered. "Though I'm pretty sure Rarity is gonna pick up on your feelings."

Spike looked down to see the T-shirt he was wearing, which contained Rarity in a big heart right on the middle.

The doorbell suddenly sounded, causing us to turn back. Three ponies were revealed.

"I, Photo Finish... have awwived." The pony in the middle spoke.

"Let me just say, what an honor!" Rarity responded as she walked over to Photo Finish, who turned her attention to Fluttershy instead.

"We begin..." Another pony placed a suitcase in front of her, which she immediately kicked open to set up a camera. "NOW!"

Rarity whispered something to a worried Fluttershy and rushed back toward us. Photo Finish snapped pictures of Fluttershy as she stood there, flinching at each flash of the camera.

"Yes! Show Photo Finish something." Photo Finish encouraged as she continued to snap pictures. Fluttershy began a pose Rarity must have instructed her to do, but Photo Finish disagreed. "No!" Fluttershy immediately lowered herself and held her head low as she let out another whine. "Yeees." Photo Finish took another picture. Rarity instructed another pose behind Photo Finish, which Fluttershy followed. "No!" Fluttershy, shocked, stared at floor in a sad expression. "Yeees." Rarity presented another strong pose, which Fluttershy yet again followed. "No!" Fluttershy laid herself on the platform in another depressing pose. "Yeees." Photo Finish took two more pictures until she finally yelled out, "ENOUGH!"

The camera returned back to its suitcase form and a pony came by to pick it up. As Photo Finish began walking out the shop, Twilight commented. "She hardly took any pictures."

"I'm so sorry. I tried my best." Fluttershy told Rarity, who was removing her headdress.

"Well, the headdress is too big for you and cape had too much sparkle. I can't believe I ever thought I could impress her." Rarity responded.

Photo Finish suddenly returned and made an announcement. "It seems that I, Photo Finish, have found a next fashion star here in Ponyville."

"Really?" Rarity asked, her eyes suddenly glowing with hope.

"Yes. Really. And I, Photo Finish, am going to help her to shine all over Eqvestria." Rarity released a grin. "In an hour, a photo shoot in ze park." There was an awkward pause. "I go!" She ran out the door.

"Did you hear that? I am going to 'shine all over Equestria'." Rarity announced to them..

"Oh, Rarity. I was so worried I'd ruined everything." Fluttershy responded.

"Oh, never. I knew you'd be perfect." Rarity suddenly began giggling, which soon formed into a very excited laughter as she bounced up and down on Spike's tail, inflicting pain on him as he just stood there, staring at Rarity. Twilight noticed this and dragged him out of the way with a bored expression on her face. When Rarity finished her excitement, she looked over to Fluttershy. "Come on, Fluttershy! We have to get ready for another photo shoot!" Rarity rushed outside.

Before Fluttershy and Charles started following Rarity, they looked over to Twilight and Pinkie Pie. "Are you girls coming?" Charles asked.

"No thanks, Pinkie Pie, Spike, and I are going to get something to eat." Twilight responded.

"Oh, alright. I'll see you ponies later, I guess." Fluttershy and Charles continued walking behind Rarity.

When they arrived in the park, Rarity had already set up some dressing blinds and was retrieving the outfits she had for Fluttershy to wear. Rarity moved the outfits behind the blinds and brought Fluttershy as well.

As Charles stood outside near the blinds, he could hear Rarity dress Fluttershy in various outfits as she offered her opinion on each one. "No, no, no, yes!" She closed the blinds and revealed Fluttershy in a gem-studded outfit. "That is definitely the one. Photo Finish is going to love it. Everypony is going to love it!"

"Oh, I am so excited for you." Fluttershy responded, softly. "Just don't forget us little ponies when you become the most famous designer in all of Equestria."

"Never." Rarity assured.

"Put me down here." A voice commanded near them. They looked to see it was Photo Finish. The ponies carrying her placed her down and she jumped off the platform she was sitting on. She observed Fluttershy's outfit for a moment. "Oh, nonononononono. The model should be in something simple! Something inspired by... the nature!"

"That's just what I was thinking." Rarity responded and rushed over to her cart to look for something else. After, she kicked the cart away, nervously. "Um... give me a moment and I'll, uh, put a little something together."

"Yes... that will not be necessary." Photo Finish replied.

"But... but... how are you going to help me 'shine across Equestria' if I don't design something new for these pictures?"

"I am not going to help you shine across Equestria. I am going to help her shine." She pointed her hoof at Fluttershy, surprising every one of us. A couple of the ponies that assisted her starting pushing Fluttershy off to somewhere else in the park. "She is my star." She looked at Rarity. "You! Go!"

"Fluttershy…" Charles spoke softly. "…a model…?" He started to think about it as he watched Fluttershy be dragged over to Photo Finish's position so she could be dressed in something new. Rarity was shocked and couldn't believe at the fact that Photo Finish was never actually talking about her the entire time.

Rarity and Charles sadly walked over to Fluttershy who was now dressed in a nature-inspiring dress. Rarity had grabbed the outfit she had place on Fluttershy, which was thrown on the floor, and placed it back on her cart full of other dresses while holding her head low.

"Fluttershy…" Charles called her with a low voice. "Do you really want to be a model…?"

She shook her head and replied. "I can't."

Rarity immediately heard this and added in on the conversation. "Oh, but you must, Fluttershy. Photo Finish wants to make you a star. This is the opportunity of a lifetime. I know we were all hoping it would be my lifetime, but nonetheless you can't throw away this chance. You must do this for me. You must. You must! YOU MUST!"

Charles tried to intervene. "But—

Suddenly, Photo Finish's voice erupted. "Floottershy! It is time to make... the magics!" Fluttershy looked over at the unicorns both gave her a wide and accepting grins. Fluttershy turned around and began walking towards Photo Finish. "Oh, wunderbar! You are like a delicate flower. So much more alluring without all those sparkles und feathers." She commented as she walked with Fluttershy.

Rarity and Charles sighed sadly as she walked away from the scene. Photo Finish continued to take photos of Fluttershy's innocent appearance as that somehow… intrigued her…

"Oh, my Floottershy! I neet to show you to everypony immediately!" Photo Finish announced after she was done taking the pictures. "Come now! We have much work to do! We go!" Photo Finish began leading Fluttershy to someplace else. She looked back towards Charles while giving off another worried expression on her face. Her eyes told him that she needed him to be with her… and he definitely couldn't leave her like that. Charles began walking behind them, following wherever they walked to.

They arrived at some building where Photo Finish was going to host a fashion show for Fluttershy. Photo Finish, and the other workers and assistants, didn't seem to notice that Charles was there… which was actually a good thing for him at this point because he didn't want to leave Fluttershy all by herself. Fluttershy was being prepared in the dressing room. They pulled a side of her mane up and left the other side alone while giving her different styled bangs. They dressed her in something, of course, green and nature-presenting. One of the dressers tugged at her dress. Another came by and sprayed her mane. Yet another began placing blush on Fluttershy's cheeks, revealing a pink oval on each cheek that matched the color of her mane.

Photo Finish observed this and commented."Too much blush." The pony wiped Fluttershy's face. "Not enuf." The pony placed it on again. "Too much." She removed it. "Not enuf." For the third and last time, she placed the blush. "Perfiect."

Fluttershy began making the sound when somepony is about to sneeze. At first, it started off as if it was going to be very loud, but at the end, she released a very soft and gentle sneeze.

"Oh, yes! Even her schneezes are gressful." Photo Finish expressed. "NOW GO!" She began walking with Fluttershy towards the curtains as Charles trailed behind. "How do you feel? Excited? Overjoyed? Frilled beyond your wildest dreams?"

"N... nervous."

"Nervous? Dun be ridiculous. You're only facing a large crowd of ponies, who will be watching your every move and silently judging you." Photo Finish turned around to work on something else.

"Fluttershy…" Charles walked over to her.

"Charles…" She replied softly. "I'm scared…"

"You know, you don't have to do this…"

"I must… I can't let Rarity down…"

Charles looked at her, very gloomily. When he felt these entire sad emotions race in his heart, Charles hugged her. It was the kind of hug that is given when some pony you care about is leaving to somewhere far away… Fluttershy looked at Charles, as if she wanted to express something more. "Charles…"

Suddenly, music began playing and Photo Finish rushed over to Fluttershy. "Your cue! Now go!" She pushed Fluttershy away from Charles and onto the catwalk. She realized that she was in front of many ponies and looked around. She seemed as if she didn't know what to do. She began walking to the middle of the catwalk, trying to keep herself calm. When she reached the end, she looked at the ponies and released an innocent pose. After, the ponies watching seemed to be giving her positive reviews as they began cheering.

In no time, she was advertised on covers and many other things. Each little thing Charles saw seemed to make his feelings even worse, hurting his heart a little more each time. Applejack had even placed Fluttershy's image on her buckets of apples, which showed Fluttershy carrying nests of apples. He saw Rainbow Dash flying in the air, having a rope attached to her which depicted another image of Fluttershy advertising for some carrot juice. He noticed that in that image, she was smiling and looked very happy... but was she...? Really...? Or was it just another deception beyond looks and images?

When Fluttershy was finally free, He ran up to her when Charles saw her walking through town by herself…

"Fluttershy!" he called her as Charles raced towards her.

"Charles?" She asked when he reached up to her.

"Fluttershy…it feels like I haven't seen you in forever…well…besides on advertisements…"

"Me too Charles…I…I really miss you…"

Her response surprised him. He felt as if she had glued back the broken pieces of his heart.

"Fluttershy…" Charles responded. "There's… something I need to tell you…" He wanted to share his feelings… he wanted to share them in hopes that all this separation from her modeling will end.

"What is it, Charles…?"

"You see… I…I really…um…" Charles felt nervous, but he continued to try to bring out his feelings. "I really…li—

"It's Fluttershy!" One of the ponies exclaimed near us.

Everypony instantly began grouping together and chasing after Fluttershy. "Come on!" he grabbed Fluttershy's hoof and began their escape from the crowd. They could hear their cheers and excitement follow them along with their snapshots of the camera. They stopped nearby a house to see even more ponies with their cameras bombard Fluttershy with pictures. Fluttershy flinched at the sight of the flashes from the camera. Charles quickly took her somewhere else away from the crowd. Fortunately, he spotted Rarity's shop not far from them. He led Fluttershy towards the shop as fast as he could. He reached the door and immediately opened it, bringing Fluttershy in and slamming the door shut. Charles lay Fluttershy below the windows as he held the door shut. The crowds outside begged Fluttershy to show her face and take a picture.

"Wow. Look how popular you are." Rarity had spotted them, obviously, and spoke to Fluttershy. "I'm so excited for you. You must be having the best time ever."

The crowds outside finally died down or either left. Charles released his grip on the door and walked towards Rarity. "Best time ever? Ponies in town won't leave her alone!"

Rarity sighed. "That has always been my dream…"

Charles turned around and walked towards Fluttershy. "Fluttershy… do you really want to keep modeling?" he asked softly. Her eyes moved away as she thought. "Just tell her how you feel Fluttershy…" Fluttershy's eyes moved back towards him

and she held her head down. She rose up from the floor and walked towards Rarity.

"Rarity… I… I think I—

"Flootershy!" The door barged open and in came Photo Finish. "I have been looking for you everywhere. We have the thing at the place."

Fluttershy looked over to Photo Finish and then to Charles. She hesitated for a moment and then turned towards Rarity. "I'll see you at the spa. Our usual time?"

"Of course!" Rarity replied. "I can't wait to hear all about the... 'thing' at the place."

Before Fluttershy started walking out the door, she looked at Charles and held her head down. "I'm sorry, Charles…" She said real softly. As Photo Finish pulled her away from the shop, Charles could only stare at her leave and lower his head in sadness…

Rarity groaned. "I'm the one who should be mobbed by strangers wherever I go."

Charles looked at her, but he didn't say anything…

The door bell suddenly rang as Bon Bon and Berry Punch rushed in.

"Welcome to Carousel Boutique!" Rarity greeted.

"Is she still here? We heard Fluttershy was here." Bon Bon excitedly asked.

"Sorry. You just missed her." Rarity responded, annoyed, but then changed her attitude. "But you're still in luck. I'm having a huge sale of some of my best designs."

Bon Bon and Berry Punch looked at each other, and then back at Rarity. "And you are...?"

"Rarity, of course."

"Never heard of you." Afterwards, they left the shop.

Rarity cheeks grew red with anger as she steamed. Finally, she sighed and calmed down. "Well, at least I still have our spa time together!" She told herself. After, she noticed Charles silence and looked over to him. "Is something wrong, Charles?" He didn't answer. He just stared at the floor. "Come now, how about you join us at the spa? That always cheers me up!"

Charles looked at her, not moving his head, and sighed. "I guess…"

Rarity took Charles to the spa where she was to have the appointment with Fluttershy. The good thing about going to the spa was that He would be able to see Fluttershy again…

Rarity received a towel and wrapped it around her mane as she entered the huge tub of water inside one of the rooms. Charles let himself descend into the water and moved over to the edge of the tub. His hooves fell lifelessly outside the edge of the tub as he stared at the ground beneath it. Charles remained silent throughout the whole time, only able to think about Fluttershy.

"Cheer up, Charles!" Rarity announced near. "Fluttershy will be here at any moment, just sit back and relax!"

He glanced back at her with my eyes but then returned to staring at the floor.

A long while passed and Fluttershy had still not shown up… Charles heard hooves clatter near him, causing him to turn his head quickly until he noticed it was Twilight. He sadly turned his head back to stare gloomily at the floor.

"Hey!" Twilight greeted them.

Charles remained silent.

"Oh, hello Twilight. What brings you here?" Rarity asked.

"Just thought I could use some relaxing myself… what about you Rarity?"

"Fluttershy and I had an appointment…My hooves are getting positively pruney, I've been waiting here so long. Obviously Fluttershy's just too busy with her new career to spend time with her best friend."

"I'm sure she just got tied up…"

"Of course she did. She's a big bright shining star! I wish that star would burn out."

Charles was shocked by what Rarity said, but it made him just even more depressed…

"Rarity! Fluttershy is your friend."

"I know, I know. And I should be happy for her, but instead I'm just... jealous! Oh, please promise you won't tell her I feel this way. Please, please, pleasepleasePLEASE!" Rarity begged.

"You have my word. Losing a friend's trust is the fastest way to lose a friend."

"FOREVER!" Pinkie Pie suddenly appeared in the bowl of sponges nearby, shocking Twilight. She stared at Twilight as she slowly departed back into the bowl.

Rarity had climbed out of the tub and into a new dress.

"Wow! You look great!" Twilight exclaimed to Rarity.

"Fluttershy may be the one who's famous," Rarity explained. "…but that doesn't mean I have to stop looking fabulous." Rarity walked out of the door.

Twilight climbed into the tub and relaxed herself. She looked over to Charles sulking and asked about him. "So, what's going on with you, Charles?"

He remained silent for a moment as he continued staring at the floor. "Nothing…"

She noticed his tone. "What's the matter, Charles? What's gotten you so down?"

He sighed and looked back at her. "It's…it's Fluttershy…"

"Fluttershy? What do you mean?" She asked.

"She's… she's just been so busy with her modeling… it feels like we aren't friends anymore… it feels like I don't see her anymore… it feels like…" He sighed again, with a little more emotion slipping through his tongue.

"You miss her?" Twilight added.

Charles looked at her with almost teary eyes and then looked away for a moment, thinking. "Yes…I do…I…miss her…"

There was a pause. "Charles… can I ask you something?" Twilight asked.

"What is it…?" He responded.

"Do you…have special feelings towards Fluttershy…?"

Charles' heart jumped. He turned around and let his hooves hang outside the edge of the tub again. "Yes…"

"Then why don't you tell her, Charles? I'm pretty sure, once she hears them from you, she'll stop modeling."

"I almost did… but we were interrupted by a crowd of ponies…"

"Oh… well tell her when she comes by!"

"What if she never gets to come…?" Charles questioned softly.

"Charles…?" Twilight asked.

Charles climbed out of the tub and began walking out the door. "I'll see you later Twilight…" He told her and left the spa.

Charles walked threw town until he heard a voice "Hey, Charles." He turn around and received a sudden surprise.

"Fluttershy…?" He said "Why are you here?"

"Charles… it's just I wanted talk to you so bad…to see you…"

"See me?" He questioned, surprised.

"Yes… I was so late to the spa, that I found Twilight in there alone. She told me that you were there but you had just left a second before I made it… I had also missed my appointment with Rarity…" She placed her hooves on her eyes. "I feel like such a…jerk…"

"Fluttershy…"

"Charles, I don't like being a model. No, I hate being a model. All this attention is awful, just awful. It's made me just so busy to not even be able to see my friends… and separate myself from them…especially you…Charles…"

"Why don't you tell Rarity, Fluttershy?"

"I'm only doing it because Rarity told me I must. I must! I MUST!" Fluttershy sighed. "I must…"

"Fluttershy…" Charles responded. "Tell Rarity how you feel... She'll understand…"

"You really think I should?"

He nodded. "I'll go with you."

Fluttershy looked away to think for a moment and then turned back to see him. "Okay, Charles…"

Fluttershy and Charles walked towards Rarity's shop.

When they arrived, they opened the door to see Rarity notice them in shock. "Fluttershy? What are you doing here? I was just getting ready to see your performance at the fashion show!"

"Rarity…" Fluttershy began. "There's something I need to tell you…"

"What is it?" Rarity responded, walking over to them.

"I…" Fluttershy hesitated and looked over to Charles with worried eyes. He placed his hoof on her. She nodded and looked back to Rarity, who stood waiting to hear what Fluttershy had to say. "…I don't want to be a model anymore…"

"What? Why?" She asked in a very concerned tone.

"I just can't take the attention anymore… it's driving me away from being with my friends…"

"Oh, Fluttershy…why didn't you tell me sooner?"

"I was afraid if I quit, you'd be mad at me for not wanting to... 'shine all over Equestria'."

"Oh! Fluttershy! Never! Ugh, I feel so terrible!"

"Why?" Fluttershy asked, shocked.

"Because…I wanted the ponies to turn on you…I'm sorry…I'm so sorry. I was jealous! I wanted all the attention. And instead it was going to you. I even started hoping that you would do something silly so your modeling career would be over. But then I did some thinking and I realized how horrible it was of me to be like that! Especially to a friend!"

"Oh, Rarity! Why didn't you tell me?"

"I thought if I told you how jealous I was of your success, you'd think I was a terrible friend…"

"Never!"

"All this time!"

"If we just told each other the truth, we wouldn't have had to go through all this…"

"I promise never to keep my feelings in secret again."

"Me too."

"Cross my heart and hope to fly, stick a cupcake in my eye." The both expressed in unison and laughed happily after.

"Flootershy!" The door suddenly barged open to reveal Photo Finish. "I've been looking everywhere for you! Come! We're going to be late for the photo shoot!"

"I'm sorry, Photo Finish, but I don't think I'll be able to make it." Fluttershy responded.

"Wat?" Photo Finish asked, shocked.

"I don't want to be a model anymore, Photo Finish, so I guess you'll have to find a new one to replace me."

"But… you… I…" Photo Finish stuttered as Rarity began leading her out of the shop.

Once Rarity had removed Photo Finish, she closed the door and walked over to Fluttershy. "We go!" They both exclaimed and clapped hooves together.

"Now that we've gotten all that out of the way…" Rarity began. "How about we have a real spa get together, what do you say ponies?" She asked both of them.

Fluttershy smiled and nodded.

"Yeah." Charles responded in confidence, suddenly being stripped of all that depression that hung around him earlier.

Fluttershy, Rarity, and Charles traveled to the spa, where we met with Twilight again. Twilight wondered what they were all doing here for the second time, but Rarity and Fluttershy told her the whole story. Afterwards, they shared a laugh about it, and they all began our relaxation with no distractions.

"Now this is a wonderful way to spend an afternoon." Fluttershy expressed delightfully as we relaxed in the tub.

"Isn't it, though?" Rarity announced from the steam room.

"Dear Princess Celestia," Twilight began her letter while soaking in another smaller tub. "Being a good friend means being able to keep a secret. But you should never be afraid to share your true feelings with a good friend. Did you get all that Spike?"

"I would love to…" Spike replied. "But... I'm a little busy at the moment." Spike was fanning Rarity with a fan that had the same logo as the T-shirt he was wearing at the very beginning.

Twilight sighed happily and rolled her eyes.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 21: Over a Barrel

On one fine sunset…

A train rumbled along a stretch of railroad tracks running through a sun-baked desert. For some reason, it was being pulled along by a team of four earth pony stallions, all wearing striped engineer's caps and red bandanas around their necks. Charles walked down the hallways spanning the many cars in the train.

He was making his way to the one where he and the rest of his friends were resting in, which was the sleeping car closest to the caboose. By his friends, that meant his charge Twilight Sparkle, Spike, Applejack, Pinkie Pie, Rainbow Dash, Rarity, and Fluttershy.Just before he reached that particular car, he encountered six particular Ponyvillians and greeted them accordingly.

"Berry Punch! Shoeshine! Carrot Top! Bon Bon! Lyra! Cherry Berry!"

The first was an earth pony with a light plum coat, mulberry-colored hair, violet eyes, and a grape-and-strawberry cutie mark. The last one was also an earth pony, but with grayish indigo eyes, brilliant gold hair styled like Lightning Bolt's, a hot pink coat, and a pair of cherries as a cutie mark. He could also see that Heartstrings was 'putting on' a pair of contact lenses that made her eyes look magenta like Rainbow Dash. The four of them had taken two pairs of bunk-style berths opposite each other's. Cherry's was at the top one to the left with Carrot's right below. Lyra's was at the other side, with Bon Bon's on top.

"Hey, Charles!", they all greeted as he then passed them by, but not before noticing a bonnet on Lyra's bed.

As he made it to where his friends were bunking in, he saw them doing miscellaneous stuff. To his right, his charge was reading a book. At the top bunk there, Fluttershy was resting peacefully. At the bunk opposite hers, Rainbow Dash was as well. Directly to his right, there were party-related stuff scattered; Pinkie Pie was supposed to be there. He made his way to the next pair of bunks, where Spike was snacking on some popcorn to his left. The bunk above his was properly made, and there was a slight hint of perfume, presumably from Rarity. Charles' own bunk was on the right at the top, with the bottom one reserved for Applejack.

As he then looked ahead to the next car, he saw Rarity making her way to the caboose. He then remembered that Applejack was there, making sure their cargo was safe. Just as he was about to follow Rarity, Pinkie suddenly popped out of the bed next to him, with no prior hint of her being there.

"Hey, Charles!", she said.

"Hi Pinkie!", The stallion said.

He heard Rarity yell, "Applejack!" Catching sight of her ahead, he joined her as she continued. "Applejack! Were you reading a bedtime story to—" then looked at the end of the caboose to see— "—an apple tree?" tucked into a bed under an apple-patterned blanket. Applejack was staring at the two unicorns as they approached her, also seeing a story book on the floor next to the bed.

"Heh…uh…well, you know, bein' replanted in a whole new place is very upsettin' for a tree.", the earth pony explained, then fluffed its leaves. "And Bloomberg here is one of my favorites."

"No fair, Applejack!", the white unicorn complained "You've got a luxurious private sleeper car for a tree, while I am crowded and cramped in the same car with all the other ponies!" She then got in close to Applejack, whining. "How am I supposed to get my beauty sleep?"

"But Bloomberg's the whole reason we're makin' this trip. He needs his rest so we can give him as a gift to my relatives in Appleloosa."

"Hmph! You talk about it as if it's your baby or something."

Applejack was needled at this. "Who you callin' a baby? Bloomberg's no baby!" In a flurry of hoofsteps, she turned to the bed and snuggled with the dense foliage, speaking in a manner hypocritical to her previous statement; baby talk. "Don't wet wittle Wawity make you all saddy-waddy. Bloomberg's a big and strong apple tree. Yes he is. A-coochie-coochie-coo-coo-coo."

Charles turned to look at Rarity, who looked like she wanted to throw Applejack from the train. "It's wittle Rarity who's all saddy-waddy." Rarity then headed for the door with a frustrated grunt, while Applejack paid no mind whatever.

It was nighttime, and everypony should have been asleep. However, four of Charles' friends were awake conversing in low voices. But it wasn't low enough for one of them. Namely, Spike cried out.

"Oh, for Pete's sake!" He then grabbed his pillow, jumped out of his berth, and made his way out of the sleeping car, making his way to the caboose. Before he left, the girls heard him say, "Man, I wish I could sleep as deep as Charles."

Unbeknownst to him, said stallion stirred for a moment in his bunk opposite to Rarity's before going back to sleep.

The next morning…

A rumbling in the train caused Rainbow Dash, who was asleep in her berth, to be thrown to the floor, waking up the other ponies in the sleeping car—except for Charles, who hasn't so much as stirred. For some reason, Applejack decided not to sleep with the rest of them, nor was she tending to Bloomberg. The five who have awoken gathered at the window for a look. They made a collective gasp as they saw a herd of buffalo charging alongside the train; some of them have Indian-style feathers tucked behind their ears.

Twilight cried out, "A buffalo stampede!"

The others began to murmur to one another. "I just love their accessories.", Rarity commented.

Twilight, however, seemed to be worried. "They're getting awfully close to the train."

A few seconds later, the buffalo tackled some of the sleeping cars (and the lead stallion of the four-horsepower pulling team), sending the five mares off the floor and walls. Charles still didn't so much as stir from his slumber. That is until his friends landed on him all at once, jolting him awake and making him create a barrier around himself by reflex and expand it to push his friends off of him. However, Rarity got squeezed into a corner before he dismissed the barrier.

"What's going on?!", he asked before Rainbow Dash fell on him, having been pushed to the ceiling by his barrier. "Oww!"

"There's a hard of buffalo stampeding next to the train.", Twilight explained.

Buffalo? Here?, he thought as he got Rainbow off of him and made his way to the window and took a good look at them. Hmm…Indians… His eyes then widened. If this is what I think it is…

His thoughts were cut off by Pinkie leaping next to him, the others gathering behind them. "Ooh, looky!", "Now they're doing tricks!"

From what they could see, one buffalo jumped onto the back of another, then, what looked like a female calf, marked by a feathered headband and a lighter brown tuft of hair above it, raced up to the small 'tower'. A couple of agile leaps then put her on top of the double-decker rushers and at the level of the train cars' roofs.

"Ooh, ooh, ooh!", Pinkie said. "Now do a backflip!" Instead of doing that, the calf just jumped onto the nearest roof. Inside, the ponies were startled by an impact above their heads—she has landed on their car. "Or just jump?"

They could then hear racing hoofbeats moving away from the group—and right for the caboose. "Hmm.", Rainbow wondered. "Something tells me this isn't a circus act."

"You're right.", agreed Charles as the two of them took off. "I think this is a train robbery. Classic."

"They're gonna steal the train?", Pinkie asked as Charles stopped, leaving Rainbow to continue on out of an open window.

"If they were, I would have said 'train theft'. I mean, does one steal a bank in a bank robbery? No, they steal money in the bank. And I know what their after" He use his pegasus speed to get to the caboose surprise to see Spike sleeping soundly there. He raced over to the bed the tree and Spike were in. "Spike! Wake up!" He said exclaimed.

"Wha who huh?" He announced when he was startled awake. He looked at Charles. "Charles, what are you doing here?" He asked.

"Buffalo are surrounding the train for some reason. We have to get out of here, c'mon!"

Suddenly, the car stopped moving and began heading the other direction. The two boys looked over to the window to see the train continue moving while they were being pushed away by the buffaloes surrounding the car.

"Heeeelp!" Spike cried out to the ponies who were staring at them in shock. "Heeeelp!" Spike cried again. Spike looked over to Charles who rolled his eyes, panicking. "Oh no! What are we going to do?" He quickly asked. "What are the buffaloes going to do when they find us? NOOOOOOOOOOO!"

"Calm down Spike." Charles quickly responded. "The buffalo will hear us."

All of a sudden, the car stopped. The doors were thrown open revealing a horde of buffalo staring at Charles.

"Pony!" One of them exclaimed. They placed weight on the car to the angle where Charles fell out and landed in front of all of them. They formed a circle around him and looked at him very seriously. Charles could only look around with his eyes and analyze them. There was no way to defend himself from all these huge buffalo… "Get him!" They ordered and began preparing to charge straight at Charles but Spike gave out a loud yell.

"STOP!" He presented himself from the car in front of all the buffaloes. The buffaloes immediately ceased and stared right at him in widened eyes. They instantly bowed in front of him, making both him and Charles very surprised at the scene. "…Uh… okay…? What's going on?"

"We honor dragons very much." One stated.

Spike formed a grin on his face. "Well then… My name is Spike!"

"What would you like us to do with the pony?" They asked Spike.

"Leave him alone, of course! He's with me!"

They backed off and gave Charles some room.

"What is your other wish, Spike?" They asked, continuing to bow.

"Hm…" Spike thought, tapping a finger on his chin.

Suddenly they heard a familiar voice from a distance. "Oh my gosh, so am I!" It sounded like Pinkie Pie's voice… The buffaloes heard this as well and immediately rushed over to where the noise came from.

"And the more of us there are out here, the more chances of us getting..." The buffaloes had all grouped around Rainbow Dash, who was holding Pinkie Pie. They noticed how all the buffaloes surrounded them and Rainbow Dash formed a worried expression on her face. "Caught." Rainbow Dash observed the crowd gathered around them. "Run, Pinkie, I'll hold 'em off. Save yourself!"

"Spike! Tell them to leave them alone!" Charles exclaimed at Spike after noticing the buffaloes grow angry.

"Don't worry, I've got this!" He replied and began running over to the buffaloes, just as they were about to charge. "Stop!" The buffaloes immediately stopped and looked behind them to see Spike coming their way. They made room for him to meet with Rainbow Dash and Pinkie Pie. "Dash, Pinkie... 'Sup? Hey, no worries I know those guys. They're cool."

"If you say so, Spike. Catch ya later, bro." One of them replied and led most of the buffaloes out of the area, leaving a few buffaloes, most likely to see that Spike is safe.

Rainbow Dash and Pinkie Pie were confused and stunned. "Uh… What just happened?" Rainbow Dash asked.

Spike looked over to the remaining buffalo. "Hey, do you guys have like a place to crash? We're pretty worn out, and I'm STARVING!"

The buffaloes looked at each other and nodded. "Follow us, Spike. We shall lead you to our village."

"Great!" Spike replied and one of the buffaloes carried him as they began taking him to their village.

Rainbow Dash, Pinkie Pie, and Charles looked at each other and shrugged. The three ponies began following Spike.

Nighttime…

The four foreigners now found themselves sitting around a campfire, surrounded by buffalo and a clutch of tepees.

Yup., thought Charles. Definitely Indians.

"Well, tell us what happened already, Spike!" Rainbow Dash began.

"Oh, yeah!" Spike remembered and began explaining. "Well you see… after we were separated from you guys, the buffalo stopped and found us. They got Charles first, but…" He cleared his throat and brought out his chest. "I stopped them." Charles rolled his eyes I would've stopped them. "Anyways, seems they took us by mistake.", Spike explained. "They feel awful about it too, poor guys. Fortunately, they totally respect dragons—" He snapped his fingers and the three ponies were given a bowl of something brown, mushy, and unappetizing-looking. "—so they treat me like an honored guest." Rainbow sniffed, stuck out her tongue, and pushed it away. "Still don't like ponies much, though, but you're with me, so it's cool."

Charles didn't eat the mush either.

"Huh. Well, I still don't trust 'em.", Rainbow said as she stood up and readied herself to leave. "I say we turn tail and bail while we still—" She stopped upon realizing that Pinkie has buried her face in her own bowl and was gobbling the stuff down. She lifted her splattered face out as Rainbow regarded her incredulously.

"Before we finish eating? Are you loco in the coco?", asked Pinkie.

Charles then noticed the buffalo calf from the train robbery bring a bowl of something decidedly more solid over to Spike. He made himself discreet and turned away.

"Can I please have more of that mushy stuff, whatever it was?"

"Certainly!", replied the calf. "And Mr. Spike, you like gemstones, yes?"

"Turquoise!", the dragon said as he eagerly downed the bowlful in one gulp. "This here's Little Strongheart." He introduced the calf, then the ponies "And these are my friends Pinkie Pie, Charles, And that's Rainbow Dash."The pegasus gave an annoyed huff over her shoulder, then started in surprise. "You!"

Strongheart was just as surprised. "You!"

"That's it!" Rainbow started to trot away. "We are outta here!"

Pinkie could do nothing but tack a sheepish grin onto her newly clean face before Rainbow leaned back to get a mouthful of tail hairs and drag her off. Charles sighed as he turned to leave as well. However, the young buffalo intercepted them.

"Wait!", Strongheart pleaded. Rainbow let go of Pinkie. "Please accept my apologies for what happened on the train. We didn't mean for anyone to be hurt."

"Yeah, right." Rainbow turned away, only to be cut off again by Strongheart.

"We only wanted the tree. The settler ponies have overtaken the land and have planted an orchard all over it! Because of their thoughtlessness, we can no longer run over our traditional stampeding grounds."

"Huh?", the mares voiced their confusion.

"I think I have a hint.", mumbled the stallion.

Spike went up to Strongheart and said, "I think it's time they met Chief Thunderhooves."

Strongheart gave a little start as Rainbow looked daggers across the way.

Later…

The four visitors now stood by the fire, at the center of a ring of buffalo. Strongheart, across from them, was next to one clad in a large feathered headdress, who spoke in a deep and pompous voice. This was whom Charles presumed to be Chief Thunderhooves.

"We have a long and winding stampeding trail that we have run upon for many generations.", he said. "My father stampeded upon these grounds, and his father before him, and his father before him, and—"

"Pardon me, chieftain, but I think we get the idea.", Charles interrupted as he raised a hoof, noticing some of the other buffalo beginning to doze off. "Basically, for as long as you can remember, your ancestors have stampeded on the trail."

"Hmph. It is a sacred tradition to run the path every year. But this year, these…" His voice now showed great contempt. "…settler ponies, these…" He began to snort steam. "…Appleloosans…" More steam chuffed out of the great black nostrils, but a touch from Strongheart calmed him somewhat.

"They planted apple trees all over it without asking our permission.", finished Strongheart.

Oh dear., groaned Charles. Settlers versus natives. I've heard of this conflict before…

"Well, that's not very nice.", said Pinkie. "Right, Rainbow Dash?"

Rainbow turned away, crossed her forelegs, and sat on her haunches. "Hmph!"

"The ponies refuse to move their trees, so we are stuck here, and it is not fair!", finished Strongheart.

"See, Rainbow Dash?", said Spike. "They had a good reason to—" He was cut off by her abrupt vertical takeoff. A moment later, she made a perfect four-point landing to face the two buffalo. There were gasps from them and the herd.

"I'll say they had a good reason!", she said as she stomped, then looped, hovering near the Chief. "Come on! We have some apple-picking Appleloosans to talk to!"

"Wait." Charles announced, making them all look towards him. "I know it was wrong for them to settle without your permission… but… you can't just go and force them to take down their trees. They probably really needed the land to survive… you guys need to just negotiate on what to do…"

The chief stared coldly at him. "And what if you are just another one of them, pony? What if you're just trying to keep the land you stole from us!"

"I've never been to Appleloosa in my whole life! I just don't want anything to get worse because two wrongs don't make a right!"

The chief snorted. "We will do what we please, pony." The chief turned to Little Strongheart. "You will take them back to the town to explain why they must move the trees."

Little Strongheart bowed. "Of course, chief." She looked towards them. "Let's go." Little Strongheart, along with Rainbow Dash, Pinkie Pie, and Spike, began walking towards the town.

Charles sighed and just followed them in silence.

The next day…

Only a short distance away from the town, they spotted a group of five ponies on the road, running straight towards. This frightened Little Strongheart and she jumped behind a rock to hide. The group of ponies immediately stopped before them in surprised expressions. After having some time to analyze them, Charles noticed it was actually Rarity, Twilight, Applejack, Fluttershy, and another pony!

"Hi guys!" Pinkie Pie exclaimed.

Fluttershy immediately noticed Charles and reacted by hopping and tackling him to the ground, joyfully. "Charles! We're so glad you're safe!"

The other ponies ran over to Spike, Rainbow Dash, and Pinkie Pie, exclaiming in joy. "How did you escape from the buffalo?" Twilight asked.

"We didn't!" Pinkie Pie answered.

From a rock behind her, Strongheart leaped out from behind it and nervously pawed the ground as Twilight and co. gasped.

Rainbow explained, "We promised the buffalo a chance to talk."

"Talk?" Charles intervened. "You mean demand?"

"No, it's not like that… we just want to talk…" Little Strongheart responded to his comment.

"Oh, yeah? 'Bout what?" Applejack questioned with a hint of aggression.

"We brought our new pal, Little Strongheart here, to explain to the Appleloosians why they should move the apple trees off buffalo land." Rainbow Dash replied.

"That information would be quite help –

"That's weird. 'cause my cousin, Braeburn, here, wants to explain to the buffalo why they should let the apple trees stay." Applejack interrupted the pony who tried to talk.

"That would be a useful thing to –

"The land is theirs! You planted the trees not knowing that. Honest mistake. Now, you just gotta move 'em, that's all." Rainbow Dash interrupted Little Strongheart.

"Well... Eheh..." Braeburn chuckled nervously.

"They busted their rumps here! An' now they're suppos't ta bust their rumps again, just 'cause some buffalo won't stampede someplace else?" Applejack defended.

"Plant the trees somewhere else!" Rainbow Dash continued to argue.

"Where? It's the only flatland around these parts!"

"The BUFFALO had it FIRST!"

"The settler ponies need it to LIVE!"

"Come ON Applejack!"

"That's enough!" Charles exclaimed as and Twilight comes and said "Look!", the unicorn said and her two friends shut up. "Both the settlers and the buffalo have good reasons to use this land." She then turned toward Fluttershy, Rarity, and Charles. "There must be something we can do."

"Well…", the unicorn stallion said as he thought of something, then turned to Strongheart. "How wide is the stampeding trail?"

"What are you getting to?", asked the calf before they were interrupted by Pinkie, who jumped and hung in midair.

"Hey! I've got an idea!", she said as she landed on the ground with a thud.

Later…

At a stage just outside Appleloosa, there was a crowd of settlers and buffalo gathered, all of them making nervous murmurings. At the front were Charles, Twilight Sparkle, Applejack, Rainbow Dash, Rarity, Fluttershy, Braeburn, Silverstar, Strongheart, and Thunderhooves.

On stage was Spike wearing a bowler hat. He was also playing a piano. Moderate 4, D major. Charles was no music expert, so he had no idea how he keeps knowing the chords. Also, he noted that whenever he notes the chords of an upcoming song, it was a Pinkie Pie song. Well, the first song was an exception, and so were the ones during the ticket fiasco.

Just then, Pinkie Pie popped out from behind the stage's curtain, a long blue feather poking out from her mane. She turned to Spike, who flipped her a thumbs-up, then pulled her head back out of sight.

Now Playing: You Got to Share, You Got to Care

The curtain shortly opened to expose a large, closed oyster resting on the stage. When it creaked open, Pinkie was seen lying inside, dressed in what Charles would identify as a typical Wild West saloon girl dress.

We may be divided, but of you all I beg♪

To remember we're all hoofed at the end of each leg♪

The crowd seemed a bit puzzled at this exhibition. The music paused as Pinkie was lifted to the stage by Apple Fritter and another similar-looking pony. Once Pinkie was down, the two of them zipped away. The music then resumed, in a much faster tempo this time as Pinkie hopped about.

No matter what the issue, come from wherever you please♪

She then zipped to a buffalo, pulling at his mouth.

All this fighting gets you nothing but hoof-in-mouth disease♪

She then let the lip snap back and returned to the stage, popping up from the piano.

Arguing's not the way, hey, come out and play♪

She then returned to the stage.

It's a shiny new day, so what do you say?♪

As she then began to dance, Charles noticed that Rainbow's wings were unfurled. For some reason, it reminded him of something…suggestive.

You gotta share, you gotta care♪

Charles noted that the crowd wasn't yet exactly warming up to her performance.

It's the right thing to do♪

You gotta share, you gotta care♪

And there'll always be a way through♪

She then popped up between Strongheart and Silverstar and shoved an apple into each one's mouth.

Both our diets, I should mention, are completely vegetarian♪

Back on stage, four other ponies—two mares and two stallions—gathered behind her, one of them Apple Fritter, and another Ponyvillian whose name still eluded him.

We all eat hay and oats, why be at each other's throat?♪

The four ponies formed a kick line with her.

You gotta share, you gotta care♪

It's the right thing to do♪

And there'll always be a way through♪

She held out the last note as the two stallions held her aloft on their front hooves, while the mares looked on.

End Song

There was a dead silence from the entire audience, broken only by Spike's solitary clapping and the distant cry of an eagle. Charles wanted to make a slow stomp on the ground. So that was what he did, although slowly. As he applauded, he turned to his charge, who covered her eyes with a foreleg out of embarrassment. He then turned back to the stage as Pinkie took a bow.

"All right, Pinkie Pie, that was fantastic!", cheered Spike. "What a great song! You're right on!"

Charles stopped applauding and turned to Silverstar and the Chief, who look each other full in the eye for a moment, then nodded in unison.

"It appears that Sheriff Silverstar and I have come to an agreement.", said the chief.

"We have.", agreed the sheriff. Braeburn, Strongheart, and Twilight and her friends leaned in expectantly toward the pair, from onstage and off.

"That was the worst performance we've ever seen." Pinkie and Spike were suddenly dejected.

"Absitively.", Silverstar added with a chuckle.

"The time for action…" A grunt. "…is upon us. Our stampede will start at high noon tomorrow." Thunderhooves then leaned into Silverstar's face. "And if the orchard is still there, we'll flatten it and the whole town!"

There was a gasp from the front row, and Strongheart decided to dart in, Charles joining in. "But, Chief!", she pleaded.

"Can't we come up with something both sides can agree on?", the unicorn stallion asked.

"And we Appleloosans say you'd better bring your best—" Silverstar then shoved the Chief back. "—'cause we'll be ready and waitin'!"

"But, Sheriff!", Braeburn pleaded.

"Is violence really necessary?", asked Charles.

He received no answer as the two factions quickly cleared out, leaving only the Ponyville eight and the Appleloosa one. Pinkie and Spike, still on the stage, tried to figure out how things could have gone so far off the rails.

"Oh…that wasn't the message of my song at all!", she said.

"A song alone won't bring two sides together, you know.", Charles said as he turned to face her. "The world isn't that idealistic for it to work."

"I didn't think you were against violence.", Rarity remarked. "Given that it's always an option for you."

"Well, as much as I like fighting, an all-out war still doesn't sit well with me. From what I see, they think violence is the only option left. For me, it's just a viable choice. And even then I start with just a little." He looked on to where the buffaloes ran off to. "I hate to say this, but things are gonna get hectic pret-ty soon."

Afternoon…

Appleloosa was in full emergency mode. Windows were being closed and boarded up, ponies were getting off the street, apples and other supplies are being hauled away. Twilight, Applejack, Fluttershy, Rarity, and Charles watched the commotion.

"I want my kin to have what they need to live," the farmpony began. "—but a storm's a-brewin' here, and I don't like the look of it."

"We've just gotta talk some sense into them before somepony gets hurt!", Twilight said.

"I'm afraid given the situation, they're too busy to even pay attention." Charles was ignored as his charge, Fluttershy, and Rarity scattered. Twilight was the first to address a couple of the locals. Or to be exact, a local (Noteworthy) and a Ponyvilian siding with them (Cherry Berry).

"Listen. Maybe if you would just reconsider, we—" She was cut off with a hard glance as they then leaped in through the window behind them, pulling the shutters closed, followed by more. At another building, Fluttershy and Rarity were at another pony's front door. This one was wordlessly pushing a cartload of apples inside.

"About the trees.", Rarity began. "Now if you could—" The immediate door slam startled her into a haunch-sitting position and left both Twilight and Applejack at a loss.

Minutes later…

Appleloosans (or simply anypony who wasn't Twilight Sparkle or a friend of hers) were quickly gathering apples. Charles could see Noteworthy and Cherry bucking one tree to reap its fruits. Elsewhere, apples were picked up in teeth, hustled back and forth, and nipped down by the topmost mare in a column of three.

Charlese could see Berry Punch at the bottom of this column as he and his friends watched the frenzied activity with trepidation. Twilight rushed to one.

"If we could just sit down and talk, we could—" She was cut off by an angry snarl from whom she was trying to talk to as the cart he was loading was hauled away. His charge's dismayed gasp gave way to a resolute glare.

"Why won't anybody be rational and reasonable?!", she screamed as she reared up.

"You know, I sometimes ask myself the same thing every day.", Charles commented. "Or was that something else…"

As the five from Ponyville (to be exact, Twilight and co. as other Ponyvillians were here as well) made their way back to Appleloosa, Charles noted the settlers' (and allies') actions.

Nail were being hammered into boards, branches were being sawed, teams of ponies were pulling a log down to rest on support trestles, forming a barricade, more windows are being boarded up, and Braeburn was watching impassively as the last gap in a frame was filled in. He noted that these barricades had nails pointed outward, presumably toward any charging buffalo. The last thought gave him the shudders.

Applejack and company made their way to try and address Silverstar. "Sheriff, if we could only—" she was ignored as he moved out to guide fully loaded carts of apples and flour across the hardpan street. The five of them then decided to peek into one of the buildings.

While the mares looked in worry, the stallion could only stare in confusion. Dough was being rolled flat, apples were being sectioned… an apple pie production operation was in top gear. Two ponies were assembling the pies, while two others tended to the oven; shelves and carts were filled with the steaming desserts.

"Apple pies?", he asked. "I thought they were preparing for a battle, not a sale."

"They are preparin' for battle.", Applejack told him. "These pies can pack a punch when thrown. Also, it's what's in the pies that's can be dangerous."

"You mean aside from the apples?"

"Uh-huh." She then went over to whisper in his ear and a few seconds later his eyes shrunk in horror.

"You're right! That is terrible!"

"It ain't too horrible, though."

Later…

At the town square, everypony was gathered around a flagpole in the town square, where Silverstar and Braeburn watched a red flag being raised and Twilight et al. looked on nervously. When the standard reached the top of the pole, the wind unfurled it to expose an apple tree emblazoned across it; hats were tossed skyward and the crowd's cheers floated up.

At nightfall at the buffalo's village all the buffalo warriors trained to take down the Appleloosian people as they ram each other proving their strength, sharpening their horns, and putting ceremonial colored paint on their faces preparing themselves for battle.

"Isn't there someway to stop this?" Spike asked.

"Unless the settlers remove those trees, I do not think so." Strongheart admitted sadly. Strongheart then grabbed a bowl of turquoise and Spike starts munching on a couple and sighed in sorrow. Dash at the meantime tries her best to convince the chief not to fight as they sit by a fire.

"I know you don't want to do this." Dash said.

"But they have taken our land. What would you have me do, Rainbow Dash?" Thunderhooves asked.

"I don't know... But it's never too late to think of something."

"At noon, it will be too late." Thunderhooves stated boldly and wiped his set of red and white paint on his face with a serious look.

The next day…

High noon was approaching as Appleloosa was prepared for a siege. Log barricades have been placed to block the major entry points. Galloping hooves made themselves known as the Chief and Strongheart arrived on the ridge, followed by the entire buffalo herd.

Down below, ponies big and small have taken their positions on the front lines, and Braeburn nervously eyed the town's clock tower as the minute hand advanced—it was now 11:59.

A cart stacked with fresh apple pies was pulled past a building jammed with frightened onlookers and over to Silverstar.

Twilight and company were gathered on some of the tracks, watching as the battle was about to begin. Rainbow sat on her rump and began to tap her forehead. "Come on, think! Think, think, think, think, think, think, think!"

The clock's bell sounded off, drawing everybody's attention, and the minute hand snapped ahead to high noon. After the twelve strikes thrummed dully in the still, silent air, Charles turned to his charge.

"Twilight, stick with me and help me with the barrier spell. Keep your horn ready. I don't want us to use up too much magic, so Rainbow Dash, Fluttershy, I need you two to hover in the air and warn us of any incoming attacks. Rarity, try and learn this spell. It can save your life. I may also need to borrow your magic in case of an emergency. Pinkie Pie—wait, where is she?"

Sure enough, Pinkie was nowhere in sight. The same went for Applejack. He presumed the latter was somewhere in the battle as well; After all, this was her cousin's home, and members of her family were here.

Charles then turned to the Chief in the distance, looking real ready for a fight. He then noticed Strongheart reach in to touch his cheek. He sighed heavily at the sight of her pleading eyes (he presumed), then stared ahead with a sudden uncertainty in his own. This prompting a little gasp from Rainbow and a smile from the entire group.

"He's not gonna do it!", the pegasus said and they all sighed in relief.

But a moment later, all of their eyes bugged out at the sound of Pinkie's singing. She was in her saloon-girl costume from yesterday. With no stage handy, she was doing her song-and-dance on a patch of the arid land.

Charles somehow knew this wasn't good as he turned to his charge and yelled, "Twilight, Rarity! I leave the defending to you!" Before anypony could protest, he 'took out' a lasso and started galloping towards Pinkie. As he did, he could see the Chief in the distance reacting very, very badly and started to growl.

"CHAAAAAARRRRRRGE!", he bellowed as the entire herd poured over the ridge, and the performing pink pony had time for one terrified deer-in-the-headlights stare before the buffalo plow into her. As she got bounced from one massive back to another, yelling all the while, a lasso loop flew towards her and wrapped itself around her body. She was then pulled away to a safe corner, and she turned to see Charles having used it.

"Nice job breaking it, Pinkie Pie!", he yelled, following it by slapping her in the face with his hoof. As the two of them then made their way back to their friends with a barrier around themselves, he could see the ponies at the barricade break for cover. They were wise in doing that as the logs and trestles were smashed to kindling under the herd's sheer tonnage. And the flagpole was next to go.

"Ready!", Silverstar yelled to the ponies behind him, all of them having picked up pies. "Aim!" Charles and Pinkie was retreating to their position. "FIRE!"

Just as the unicorn stallion bypassed them, the pies went airborne with the speed and efficiency of a surface-to-surface missile, and that was saying something. Pinkie got split up from Charles in the middle of the fight, and he watched as one buffalo after another take a hit to the face and go sprawling to the dust.

In the confusion, while Charles wondered how accurate or lucky the throwers were, he noticed Carrot Top leap out of a second-story window, land on a buffalo who was chasing Berry Punch, Heartstrings, and an Appleloosan stallion, and ride him like a bucking bronco.

Three other pairs of adversaries—one of them Apple Fritter—squared off for a little bare-hoof boxing. A rooftop brigade launched its own offensive, taking down two buffaloes. At ground level, Cherry Berry, who stood behind a wall of hay bales threw a pie, then gasped as a buffalo charged at her position. The hit sent both her and several bales flying. At the other end of the wall, another herd member thundered in but knocked himself silly on impact. These bales tumbled away to reveal the hidden anvil he has just slammed into, and the two mares who set it up—one of them Apple Bumpkin—traded a high-five.

As Charles continued to look for another safe area, having lost his way in the battle, he saw one buffalo get a pie plastered across his eyes. However, unlike the others, he hasn't gone down. Unable to see where he was going, he veered off to one side and rammed the ground floor of the building that housed the clock tower. Cracks raced up the walls, leading to the whole spire sliding loose from the roof. He could see Bon Bon with a top hat among those who bailed out from their apple-pie emplacement moments before the lumber and clockwork obliterated it.

Once the dust cleared, he could see Chief Thunderhooves leap to a gap in the wreckage and let off a steaming snort, facing the train station, where staggered hay bales have been set up—and where his friends were standing by. Sheriff Silverstar was there too, popping up from behind one, throwing a pie, and ducking. Bales were placed on both sides of the tracks, creating trouble for the buffalo trying to navigate the area.

This did not stop the Chief from hurling himself ahead at full speed. Instantly, Charles was on his way to Silverstar as well, a barrier formed around himself to protect from charging buffaloes and thrown pies, although he still had to swerve for the former. While the barrier would protect him from buffaloes, he could still get pushed around just keeping his shield up.

As he made his way closer, he could see Silverstar duck down, and not come up with another pie. It could only mean one thing; the sheriff has run out of ammunition. Peeking up over the bale, he let off a panicked cry as the huge buffalo leader barreled straight through the fusillade toward him.

Silverstar removed his hat and held it over his heart, closing his eyes in preparation for the inevitable. But Charles wasn't about to let it happen as he run at high speed. Regardless of sides in a war, he can't let a fatal casualty occur while he can help it. Judging by the Chief's speed, they were gonna make it to Silverstar at around the same time, him being the faster one. That would mean he would be "taking the bullet" for the sheriff, and Charles wasn't sure how much damage he would take from the attack.

The question was never answered since just as the Chief leapt toward the poised sheriff, a pie sailed straight over Charles' head and right for Thunderhooves.

"NOOOOOO!", he heard the Chief cry out before face and crust met at the exact same point in space. The velocity of the pie changed the buffalo's trajectory as he tumbled to the dirt in front of Silverstar's bale and kicked up a huge cloud of dust. Charles had already reached the point where he would've shielded Silverstar, so the change in direction resulted in him evading the Chief's fall.

Charles turned around to see Thunderhooves lying senseless on his belly, ringed by Silverstar, his friends, and a number of pony and buffalo spectators. Other herd members raced up and stared in total shock at the downfall of their leader, whose tongue hung out of his mouth at full length as crust and filling dribbled down his face.

One buffalo began to sob and put a foreleg across Carrot's shoulders, who removed her hat and bowed her head. Even Spike couldn't hold his emotions in check as he burst into tears and grabbed a properly puzzled Twilight for support. Charles shared his charge's feelings; the Appleloosans and their allies were taking down buffaloes without batting an eyelash, but when the Chief went down, everypony stopped and had guilt trips, even though he most likely wasn't dead. Why only now?

Just then, he noticed a juicy crumb slide from the Chief's horn and land on his tongue…and he pulled it in and shut his mouth. He and his friends stared in puzzlement. Two seconds later, he stood up, alive and well, and slurped as much of the mess off his face as he can while shaking himself clean.

"Yum!", he said as Charles and his friends smiled. "Hey! I've got a much better idea!"

Hours later…

At the orchard, Charles watched as a stand of apple trees were being cut down, making a broad path through the grove. He turned to see Applejack, who made a loud whistle. Seven seconds later, he saw Rainbow leading the buffalo herd along the newly cleared avenue. Steam wafted along it toward them. He looked back at what Chief Thunderhooves had declared.

"We will allow the apple orchard to stay in exchange for a share of its fruit, those delicious apple pies!"

He continued watching, as saw that as each buffalo passed by, ponies passed the pies and tossed them of each buffalo's head as they ran by. Spike, watching them along with him, hoisted a fresh bowl of turquoise.

"I'd rather eat turquoise any day of the week.", he said.

As the dragon did so, Charlese couldn't help but think that this was what would've been his suggestion; for the settlers to carve a path on their orchard for the buffaloes. The settlers would still be able to gather apples, and the buffaloes would still be able to stampede. In the end, it was all good.

He then walked toward Applejack, who was looking over at Bloomberg in the distance and had Rainbow Dash standing next to her.

"Bloomberg, this is your special day.", the farmpony said. "Mama's so proud of you."

Not far away stood the Chief, Strongheart, Sheriff Silverstar, and Braeburn. The two pairs bowed to each other, and the big and little buffalo charged off to join the orderly stampede. Strongheart peeled off to wave to Applejack and Rainbow as his charge joined him to watch them go off together.

"Dear Princess Celestia: Friendship is a wondrous and powerful thing. Even the worst of enemies can become friends. You need understanding and compromise. You've got to share. You've got to care."

"Hey! That's what I said!", Pinkie said out of nowhere, now out of her saloon girl outfit, as she held back something not visible to anybody.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 22: A Bird in the Hoof

Charles woke up and come down the the stairs.

"Hey, Charles! Are you coming?"

"Twilight? What do you mean coming? To where?" He asked.

"You didn't forget, did you?"

"Forget what?"

Twilight sighed and smiled. "The big brunch for Princess Celestia at Sugarcube Corner."

"Oh…"

"Well, come on! We can't be late!" Twilight pulled him out of the library and began him to the location while walking by his side.

"Does Fluttershy know about this brunch?" He asked.

"Of course! She wouldn't miss it for the world! I'm sure she's already there."

They arrived at Sugarcube Corner to see two guards standing outside the cake shop in silence.

"Hello, I'm Twilight Sparkle." Twilight presented herself to the guards. "And I'm Charles d'Artagnan." The Musketeer pony presented himself "We're on the list."

"You may pass." They answered boldly.

The two unicorns walked through to see ponies celebrating the party. Charles saw Princess Celestia sitting at a long table. He looked around the party but didn't see Fluttershy anywhere.

"What's wrong, Charles?" Twilight asked him as she noticed his head constantly looking around the place.

"I don't think Fluttershy is here yet… I'm going to wait outside for her." he said responded.

"Okay, then. I hope she gets here real soon." Twilight began walking over to Princess Celestia to greet herself.

He turned around and walked out the building. Charles noticed how his fellow guards were still there. They were perfectly still, not even moving an inch. They looked straight forward with bold eyes. Despite the mood they brought to the area, Charles took a seat outside and waited for Fluttershy.

After a while, Rainbow Dash poked her head out of the shop and hopped out. "So... what do I have to do to get to be one of the Princess's royal guards, anyway?" She asked them. They didn't answer but only continued looking forward. "Is the pay good?" She nudged one of them. They still didn't reply. "Hellooo!" She exclaimed in their ears. "Anybody home?" After noticing that they still hadn't move, Rainbow Dash looked at them straight in the eye and began making weird faces. She looked at their face to see if they had any effect. So far, there was none. However, she made him feel a little odd… She then stuck her tongue out and threw her head around. She observed their faces again. "Ooh, you're good." There was only silence. "Too good. I'm bored." She turned around and finally noticed Charles. "Oh, hey Charles!" She flew over to me. "What's up?"

"I'm just waiting for Fluttershy…"

"Oh, okay." She was silent for a moment. "So… I've kinda realized that you'er in the Princess's royal guard did you know how I have to do to get to be one of the Princess's royal guards?" Charles was surprise that she asked that. "Well there's two things; one I'm a Musketeer pony a fraction of the royal Guards and you have do something great and you don't have the Musketeer pony technique, and two I don't know get in the main fraction."

She sighed. "Fine… I'm going inside." She flew in a flash towards the inside of the shop.

After a moment, Charles saw something galloping towards his way. It was Fluttershy!

"Phew. Made it." She panted, not noticing him yet. She began walking towards the building but the guards suddenly spread their wings and stared at Fluttershy.

"Halt!"

"Who goes there?"

Fluttershy gulped and began backing off. "No one. Never mind. I'll go home."

"Wait!" Charles exclaimed, rushing towards Fluttershy. He stood by her side and looked at his fellow guards. "It's alright guys, she's on the list."

The guards lowered their wings and allowed Fluttershy to walk in.

"Thanks, Charles." Fluttershy said as they walked in.

Twilight noticed them and ran over to them. "I'm so glad you could make it, Fluttershy. It wouldn't be the same without you."

They looked over at the party, where Spike had just finished cooking up some small pies with his fiery breath. Spike grabbed another tray and repeated the process. Mr. Cake walked by them. "How's everypony doing?" He asked them, however, answered before they could give an answer themselves. "Good? Good."

"Anything else we can get for you, dearies...? Ooh, I-I mean, esteemed guests." they heard from the table Princess Celestia was sitting at.

"Everything is fine, Mr. and Mrs. Cake." Princess Celestia responded in a sweet tone.

"Sorry I'm late. I had to finish taking care of a patient first." Fluttershy explained to them as they walked over to the table.

"Oh, you and your Tender Loving Care of little animals. I just know Princess Celestia is gonna love that about you. I mean, I hope she will... I mean, of course she will!" Twilight replied nervously, even twitching as she spoke.

"Wow, Twilight. I thought I was the only one who got nervous at social gatherings."

"Oh, it's not that. I just want the princess to approve of my friends. "

"But she's met us all before."

"And read about you in my letters. But besides Charles, this is the first time she's spent any real time with you. I want everypony to make a good impression."

"You don't need to be so nervous Twilight. Princess Celestia will like everypony. She isn't strict on those kinds of things…" Charles added in on the conversation.

"Yes, Twilight. I'm sure you have nothing to worry about. Besides, it's just a casual get-together, right?" Fluttershy responded.

"Don't touch me! Watch the dress! Careful, you're gonna spill that on me!" they heard Rarity from across the room. She was wearing a very fancy dress to a casual party… As ponies walked by her with drinks or food, she immediately freaked out. Mrs. Cake stopped by and offered her one of the apple cupcakes in a platter. "Oh, oh, that looks delicious. What is it?" Rarity lifted her hoof to get one, then instantly took it back. "Oh, does it stain? Keep it away from me!" She cowered in the room, looking around frightened for any dangers to her dress.

"Or... perhaps not that casual." Fluttershy added.

"Uh... which is the salad and which is the appetizer again?" Applejack questioned near them as she sat next to a table, cautiously looking at the food. "And which am I supposed to eat first?" She began to open her mouth to different kinds of food, but then stopped herself because she wasn't sure of which one to eat. "Oh, never mind. I'm not hungry."

Charles walked up to her and looked over at the food. "Just eat whichever you want to first, Applejack. I'm sure the Princess doesn't mind if you don't eat the food in a 'fancy way'. It's just a casual party, remember?"

Applejack sighed in relief. "You're right, Charles. I shouldn't worry about this fancy eating." Applejack replied and began eating the first thing she saw.

As he began walking back towards Fluttershy and Twilight, Charles saw Pinkie Pie suddenly bounce into my path and all over the party. "Woohoo! Cookies, candies and pies, oh my!" She stuffed her face in a pie. "Oooh!" She spotted the chocolate fountain on one of the tables. "Chocolate Fountainy goodness!" She literally stuck her head in the fountain, covering it with chocolate. She pulled out her head as the chocolate began hardening. Once it did, she broke through it and ate all the pieces. She rushed over to the table Princess Celestia was at. Princess Celestia was just about to eat one of the apple cupcakes when Pinkie Pie appeared right in front of her. "You gonna eat that?" However, she didn't give Princess Celestia time to answer before chomping on the cupcake, making loud noises as she chewed openly in front of the Princess. Despite Pinkie Pie's manners, she still smiled warmly. Mrs. Cake gasped widely and rushed over to Pinkie Pie to remove her from the table. "Hey!" Mr. Cake came towards the table and placed a new plate of tea and a cupcake.

"A thousand pardons, Your Majesty." He apologized.

"That's quite all right, thank you." Princess Celestia responded.

Princess Celestia picked up the new cupcake with her magic and took a bite of it. Afterwards, she took a sip of the tea. She placed the teacup back on the small plate.

"Empty teacup at 4 o'clock!" Mrs. Cake suddenly alerted.

"Uh, I see it, honey bun!" Mr. Cake replied, rushing over to refill her teacup.

"Oh, um... thank you." The Princess thanked.

"Not at all, Your Highness."

The Princess took another sip of her tea, bringing Mrs. Cake to immediately refill it again.

"Thank you again."

"Oh, but of course, Your Majesty."

She took another sip. They refilled it again. She took a sip. They refilled it. After, she looked at them each, a little playfully, and made a slurp sound, but didn't drink the tea. They poured more tea in the cup, but it actually overflowed outside the cup. "Gotcha!" The Cakes smiled nervously.

"Oh..." Twilight sunk underneath the table in a worried tone.

The Princess looked over at Fluttershy, who Charles was with near the table. "And what about you, dear? Fluttershy, is it?" She asked.

"Me?" Fluttershy questioned, surprisingly. "Oh yes, Your Highness."

Princess Celestia returned a look towards Charles that stated, "So, this was the special pony you were talking about?" He could only return a nervous and slightly embarrassed expression. The Princess continued talking with Fluttershy. "I understand from Twilight Sparkle's letters that you enjoy tending to the needs of woodland creatures."

"Yes, I love to take care of animals." Fluttershy responded, happily.

"As do I. As Princess, I care deeply about all creatures, great and small." they heard a sudden cough in a bird cage near Princess Celestia, surprising them but the Princess. "Nothing means more to me than the well-being of all my subjects." The bird began to furiously cough. After, it presented itself when it flew up and stood in the middle of the cage as its head tilted to the side. "Ah, Philomeena, my pet. You're awake. Do say hello to our gracious hosts." The bird only returned more sickly coughs.

"Oh... my." Fluttershy pulled back with a disturbed expression on her face.

"She is quite a sight, isn't she?" The Princess asked.

"I... I... I've never seen anything like it." Fluttershy replied as she continued to observe the bird cough.

"How about you, Charles? How are you doing?" The Princess asked him.

"Well… I've been doing alright I guess…" He answered.

One of the royal guards came over to our table and began whispering to the Princess.

"Really? Well, if I must... I'm sorry, everypony. I'm afraid I have to cut the party short." Twilight suddenly spat out the tea she was drinking but immediately covered her mouth with her hoof. "The mayor has requested an audience with me. Royal duty calls. Thank you for a wonderful time. It's been a joy getting to know you all better."

Afterwards, Mr. and Mrs. Cake began cleaning up the party. Pinkie Pie performed a cartwheel, hyper, out the door, bumping into the other ponies.

"Stay right where you are." Rarity warned as she trotted slowly out the door. "All I want is a clear path to the exit. NOBODY MOVE and my dress won't get hurt! Stay back! Back, I say!"

Applejack walked out the door, even carrying some more dishes on her nose.

Twilight sighed. "Well, Charles, I don't know for sure how things went with the princess, but at least no big disasters happened."

"Yeah…" he replied. "Don't worry so much about it. I'm sure the Princess thinks everypony is great."

"Hm. You're right! She likes our friends. I'm sure everything is alright!"

Charles nodded. "Guess we better head out…" he looked around for Fluttershy, but couldn't find her. "Hey, did you see where Fluttershy went?" he asked.

"Hm. I don't think so… she just… vanished." Twilight responded.

Charles continued to look around. "Maybe she just went home and I didn't see her…" he paused for a moment and looked at Twilight. "I'm going to go check if she's home. I'll see you later, okay Twilight?"

She nodded and he left the building, walking towards Fluttershy's cottage.

When Charles arrived, he noticed that her door was open. he slowly walked in, closing the door after him. He looked around the house for Fluttershy. "Fluttershy?" He called her name softly.

"There." Charles heard her voice.

He walked over to where he heard her and noticed her standing near a bed. "Fluttershy?"

She turned around quickly, frightened, but released a breath when she noticed it was just him. "Oh, hey Charles."

"Why did you leave the party so soon?" He asked, walking towards her.

She didn't say anything but just contained an embarrassed expression on her face.

"Fluttershy?" Charles asked. Then, his eyes wandered to the bed. he saw an odd-looking bird lying on there with covers over it. It eyes were big and it had this look as if it didn't even know what was going on. After a moment of observing it, Charles realized it was Princess Celestia's bird. "Fluttershy? What is Princess Celestia's pet doing here?"

Fluttershy stood silent for a moment. "…I couldn't leave her all alone while she was really sick. I had to take care of her."

"Did you get Princess Celestia's permission?" He asked.

Fluttershy looked at the floor. "No…"

"We have to return her, Fluttershy. Princess Celestia will be worried if she finds her pet missing!"

"Can I please hold on to her for just a little while? Look at her." She pointed to the bird, who was hacking and coughing. "I only want to make her feel better. Besides, we still have time until Princess Celestia is done with her royal duties…"

Charles thought for a moment and then finally sighed. "Alright…but just a while longer, okay?"

Fluttershy smiled brightly. "Don't worry! It'll only take a little while!" Fluttershy picked up a thermometer from the shelf nearby with her teeth and placed it in Philomeena's beak. After a second, she began burning up and the thermometer was at the highest point. Fluttershy gasped and quickly removed the blankets. She placed an ice pack on Philomeena's bare head. Philomeena began cooling down. The thermometer now dropped to the lowest point and Philomeena began shivering fiercely. Fluttershy gasped again and removed the ice pack, placing the blanket over her again. The thermometer immediately filled up again and Philomeena was burning up. Fluttershy removed the blanket and placed on the ice pack again, which made the bird shiver once again. Fluttershy removed the ice pack and placed the blanket, only to repeat the process over and over for several times. This caused the thermometer to repeatedly move up and down until it finally broke. "This is far worse than I thought. What you need is some medicine. Stat!" Philomeena released another fierce hack, causing Fluttershy to flinch back.

Fluttershy walked over to one of her cabinets and searched through them for a while. After, she pulled out a huge pill and placed it on a plate. She brought it over to Philomeena and presented it before her. "Here you go, Philomeena. This will fix you right up." Philomeena moved her head towards it and sniffed it, but then she stuck her tongue out in disgust. "Doctor Fluttershy expected that." Fluttershy responded as she sat on one of her chairs. Fluttershy grabbed a big bag of food and poured it all over the pill. Philomeena stuck her tongue out but licked the food instead. After a moment of silence, she instantly began pecking at the food, devouring everything. "Always works." She released a sly grin towards Charles. However, she lost the grin when she noticed that the pill was still lying on the plate. "Uh... Almost always." Philomeena released another cough. Fluttershy thought for a moment, and then gained an idea. "Charles, I'm going to go make some soup for Philomeena, mind if you watch her?" She asked.

"Um… sure…" He responded, feeling a little uncomfortable around the bird.

Fluttershy walked towards the kitchen as Charles stayed behind with the bird. He looked over at Philomeena and noticed how she just stared at him. He returned another stare, leaving both of them to just stare at each other for a while. This bird looked really…creepy…

Fluttershy walked into the room a little while later with a bowl of soup. She placed it on the ground near Philomeena and slightly blew on it. "There's nothing like home-made soup to cure what ails you." She pushed the bowl over to Philomeena. The bird looked at the soup for a moment and then pulled back with wings crossed…well bare wings. "Come on now. You're not gonna get better if you don't cooperate." Fluttershy lowered her head towards the bowl of soup and took a sip. "Mmm... See? It's delicious. Good and good for you." The bird still refused to consume the soup. Fluttershy then grabbed the soup with her hooves and tried to playfully get Philomeena to eat it. "Here comes the choo-choo train. Chugga-chugga, chugga-chugga, whoo-whoo!" Honestly, she released sounds that Charles couldn't help but think were adorable. Despite the effort Fluttershy was placing, Philomeena still refused to eat the soup. Philomeena turned her head away each time Fluttershy tried to show her the bowl of soup until she finally reached her limit and spun around, causing her to fall onto the soup. "Oh dear. Don't worry, Philomeena. I know what'll make you feel better. Wait right here. I have just the thing." Fluttershy trotted away as Philomeena gave another hack in the bowl of soup.

Meanwhile, while Fluttershy was preparing her other idea, Charles couldn't help but think to himself. How much longer does Fluttershy think she could take? We have no idea when Princess Celestia will return from her business. What if she just got back and is looking for her bird right now? He started feeling a little bad inside as he started worrying what might happen. Okay… I'll just give her a little while longer… maybe she can fix this bird up a bit before we take it back? Besides… if it's too late by the time we take the bird back, I'll take the blame for Fluttershy…

After a moment, Fluttershy came back with another bird on her hoof. "Look, Philomeena. I brought a fellow feathered friend by to cheer you up. Hummingway here was sick once too, but he let me help him and got better in no time. Didn't you, boy?" The hummingbird released an agreed chirp. "Say hello to your new friend Philomeena." The hummingbird flew gently towards Philomeena and rubbed his head on hers. "Aw, look. I think he likes you." The hummingbird flew back to Fluttershy. Fluttershy and her hummingbird flew in the air. Fluttershy began singing several notes, leaving the hummingbird to complete the song. "Your turn now, Philomeena. Go ahead. You can do it." Fluttershy flew towards the bird, repeating the notes she sang for the hummingbird, however, Philomeena returned a look which seemed as if she was to spit something out. After a moment, Philomeena coughed out food which landed on Fluttershy's face. "Um... good try?" She removed the food from her face.

Fluttershy had gone into the bathroom to wash her face. When she returned, she motioned Charles to bring Philomeena towards the bathroom. Flinching a little, Charles grabbed Philomeena and brought her over to the bathroom. Fluttershy had wrapped a towel on Philomeena's head and one on her waist. "I know what'll clear up that tickle in your throat. A humidifier." She turned it on and took a deep breath. "Refreshing. How's that feeling now for you, Philomeena? Better?"

The room was engulfed in steam. Fluttershy observed Philomeena as she began taking a deep breath. Fluttershy gazed at her excitedly, waiting for her to exhale just fine. Philomeena coughed instead, removing Fluttershy's grin. "Oh..." A few of Philomeena's feathers sprung out. "That's okay. I know lots of other ways to take care of you. Don't worry. You're gonna get better. How about..."

She had set up candles and aroma sticks near the fireplace and sat Philomeena comfortably in a cushion. "Aromatherapy?" Philomeena took in a breath and sneezed afterwards, having more feathers spring from her.

Next, Fluttershy filled her tub with warm water and placed the bird in there. "Warm bath?" Instead, Philomeena sucked up all the water and looked really swollen.

"Uh…" Charles gave a confused look. "How's that even possible…?"

Fluttershy sighed. She looked through her cabinets and found some cream. "Ointment?" She squeezed some of it on Philomeena's head, but it only caused her to grow pimples on her entire body.

Fluttershy immediately grabbed her and moved her to the living room. She placed on a doctor's scope on her head. "Scalpel." She asked.

Charles looked around, confusingly. "Um…"

"On the table." She responded. Charles looked for a scalpel on the table. When he did, he carefully grabbed it and gave it to her. She began using it in order to do something for Philomeena. "Surgical tape." She asked for again, in a more nervous tone. Charles found the tape on the table as well, giving it to her. "Feathers." he gave her the bowl of feathers. After working for a few seconds, she moved back and presented Philomeena, who was taped with feathers…

Philomeena gave another cough and her head fell to the ground. "Oh, Philomeena. I thought it would be easy to nurse you back to health, but I've tried everything I know. And look at you. You're worse than ever."

"Fluttershy, we should take the bird back now. Princess Celestia will take care of her if she's really in bad shape…" Charles said.

Fluttershy looked at Philomeena and released a moan. "Oooh…ok…let's go…"

Suddenly, they heard a knock on the door. Fluttershy quickly moved to the door and listened, yet the door burst open, having Twilight walk in to greet her. "Hi, Fluttershy! I just wanted to drop by and say thank you so very much for making such a good impression on the princess today..." She noticed the bird and gasped loudly. "What is Celestia's pet doing here?"

"I couldn't leave the poor thing there. She needed my help." Fluttershy reasoned.

"Oh no. NonononononoNO! This is bad." Twilight placed her hoof to her eye.

"How could I just walk away and not do anything?"

"But... but... she doesn't belong to you!"

"I had to do something."

"Without telling anypony? Without asking permission?"

"But…"

Charles stepped in between them and held his hooves out. "Alright, girls, calm down. We were just going to return her pet. Let's just stop this arguing and return it before it's too late."

Fluttershy sighed. "You're right. Okay, let's..." Philomeena gave a hack. "...go."

Twilight quickly grabbed the bird and placed it in a basket, which she then placed on Fluttershy. "Charles is right, if we hurry, we can put her back before anypony even realizes she's missing." Twilight ran to the door and opened it to only gasp at what laid beyond the door.

Two guards stood there, looking very seriously at them. Twilight could only return a nervous look as she bit her lips.

"We were told we could find Twilight Sparkle here." The first guard answered.

"We regret to inform you, miss, that the royal pet has gone missing." The second guard added.

"Really? You don't say!" Twilight responded nervously.

Philomeena coughed in the basket, loudly enough for all of them to hear. Twilight quickly rushed over to Fluttershy and began making fake coughs. Twilight kicked Fluttershy in order for her to join her too. Fluttershy realized this and they both coughed excessively as Charles only stared at them with an awkward look. The royal guards gave the same.

"Bleh. It's that dry night air." Twilight replied in a raspy voice.

"But it's daytime." Fluttershy innocently corrected.

"Well... day air's even drier. You guards better be on your way if you're gonna find the princess's missing pet." Twilight pushed the guards outside the house. "Philomeena, was it? Thank you ever so much for keeping me in the loop. BYE!" Twilight slammed the door shut as she panted hastily. She looked out the window and noticed the guards were leaving the area. "Phew..." She noticed Fluttershy begin heading out the door. "What are you doing?"

"Going to return Philomeena, remember?"

"We can't now!"

"Why not?"

"You have no idea what the princess is gonna do if she finds you're the one who took her pet, do you?"

"Do you?"

"Well... no. But it can't be anything good. She might banish you from Equestria. Or throw you in a dungeon. Or banish you and then throw you in a dungeon in the place that she banishes you to!"

"You really think the princess would do that?" Fluttershy began heading out the door again.

"Okay. Granted that probably won't happen, but do you wanna take any chances?"

Fluttershy stopped and looked back at Twilight. "All that really matters to me is that poor little Philomeena here gets well." Philomeena stuck her head out of the basket and coughed.

"That's very noble of you. I'll write to you when you're banished. Unless I'm banished to somewhere there's no post office. Then you'll have to write to me. Deal?"

"Twilight, stop with this banishing nonsense." Charles finally joined the conversation. "The Princess would never do that. I'm sure if we just explained what happened she would understand."

Twilight sighed. "Yeah you're right… I'm just overreacting…" She paused for a moment. "C'mon Fluttershy, let's take Philomeena back."

"Okay, but can you help me give Philomeena the rest of the soup? Poor thing hasn't eaten all day…" Fluttershy asked.

"What? This soup over here?" She took a sniff of it. "Smells delicious."

"I made it for Philomeena." Fluttershy explained. "But she wouldn't eat it."

"Oh, she'll eat it, all right." Twilight grabbed the bowl with her magic and looked over to the basket with an aggressive expression on her face. She opened the basket and looked at Philomeena evilly.

"Twilight, don't—" Charles tried to warn her but as soon as Twilight presented the bowl of soup in front of Philomeena, along with the face she had, Philomeena instantly grew frightened and jumped out of the basket screaming.

"Hey! Where are you going?" Twilight asked as Philomeena fled out of the house.

"No! Philomeena! Come back!" Fluttershy cried out.

Charles groaned and began running after Philomeena with Twilight and Fluttershy trailing behind him. Philomeena ran towards a tree. As soon as they caught up to her, she began running around the tree, leading us in circles. Charles stopped and waited for Philomeena to run into his hooves, but she jumped up into the tree and looked down upon them. Charles tried to jumping and climbing to get her off. It worked, but she jumped over them and continued running.

Further into the park, they lost her and passed by a bench with something sitting on there, reading a newspaper. Fluttershy and Twilight stopped by to ask for the direction of Philomeena. The thing lowered the newspaper, revealing itself. As Twilight and Fluttershy made motions indicating Philomeena, Charles could only stare at it suspiciously as it looked very familiar. It shrugged and raised its newspaper to read it again. Charles suddenly 'grabbed' the newspaper and 'threw' it to the side. After, he grabbed the mustache and pulled it off very easily. It was actually Philomeena in disguise. She screamed in surprise and jumped on top of his head. After, she quickly jumped off and began fleeing again, causing them to run after her.

As they ran through town, they saw the couple of guards looking for the royal pet. They couldn't let them know without having Philomeena, so they had to run quietly past them. Philomeena led them to several empty houses. She fled into one, making them follow her. Somehow, she weirdly came out of other houses and eventually led them to what Applejack would call "a wild goose chase". Twilight and Fluttershy bumped into each other after a few seconds. Charles helped them up and motioned them to keep going.

While they were looking for Philomeena, Rainbow Dash suddenly appeared next to them.

"What are you three doing? Are you having a race? Oh, can I play? 1 2 3 GO!" Rainbow Dash exclaimed without any of them giving an answer.

They continued running until we caught up with Applejack, Pinkie Pie, and Rarity. Fluttershy had picked up Pinkie Pie, who was chewing on something. "Excuse me!" Fluttershy said as she looked for Philomeena.

"Hi!" Pinkie Pie responded cheerfully, spitting out a few pieces of food.

Twilight grabbed Rarity. "Beg your pardon!" She picked her up and looked beneath at the ground.

"Put me down!" Rarity ordered. Twilight placed her down afterwards.

"What in tarnation?" Applejack exclaimed.

"Sorry, but we've gotta find..."

"The princess's pet bird!" The couple of guards interrupted Fluttershy's explanation.

They looked up to see Philomeena sitting on top of the fountain they were next to. She rarely had any specks of feathers on her now…

"Philomeena, come down from there! You'll hurt yourself!" Fluttershy worriedly commanded.

Philomeena's last feather was separated from her body. She dramatically made an exaggerated death rattle until she finally let her body drop lifelessly on top of the fountain while she stuck her tongue out. For a few seconds, there was this highly awkward moment that seemed to last for minutes. She suddenly began making those dramatic motions again until her body fell off the fountain.

"I'll catch you!" Fluttershy exclaimed as she ran over to where Philomeena was dropping towards the ground.

Charles began running after Fluttershy. Fluttershy continued running and dove towards Philomeena as she dropped. Suddenly, Philomeena literally burst into flames as she dropped towards Fluttershy. Fluttershy gasped as she saw the ashes of Philomeena fall lightly on her hooves. Every other pony gasped heavily as they saw Philomeena's ashes. Charles caught up to Fluttershy as she could only stare at the ashes, shocked. As the ashes slipped through her hooves, she started tearing up and biting her lower lip. She began crying and whimpering. Charles slowly walked up to her and placed his front hoof on her. "Fluttershy…" he spoke softly.

"What is going on here?" A voice suddenly asked in a demanding tone. They quickly looked behind us to see it was Princess Celestia. They all bowed, except for Fluttershy who remained sitting very sadly. Princess Celestia looked over to Twilight. "Twilight?" She questioned, causing Twilight to quit her bow.

"Yes, Your Majesty…" She responded in a depressive tone. "There's been a terrible accident."

"It's all my fault." Fluttershy presented herself to the Princess.

"No, Princess. Fluttershy didn't know any better. It was my fault." Twilight intervened.

"I'm the one who did it."

"But you were only trying to help."

"Some help I was."

"Will ya let me do this? She'll go easier on me."

"But it's my fault!"

"No, it's my fault!"

"Stop!" Charles suddenly exclaimed and interrupted the argument. He walked towards the front of Fluttershy and Twilight and presented himself in front of the Princess, looking at her boldly. "Princess Celestia… if you are going to punish some pony… let that pony be me…"

Princess Celestia could only stare at him with concerned yet serious eyes.

"Charles, no!" Fluttershy rushed over to him. She placed her hoof on his and looked at Princess Celestia. "Princess Celestia, I'm the one who took your pet bird. I really was only trying to help the poor little thing. Then I was gonna bring it back to you, honest." Princess Celestia walked over to the burnt ashes. "So, if you wanna banish me and then throw me in a dungeon in the place that you banish me to, then that's what I deserve."

"Fluttershy…" He said weakly.

Princess Celestia looked over at Fluttershy then at the ashes. She lowered her head and remained quiet for a moment.

"Oh, stop fooling around, Philomeena. You're scaring everypony." She suddenly spoke. The ashes moved and shot upwards towards the sky. Everypony gasped. The ashes spun midair and formed something magnificent, causing every pony to awe in its appearance.

"I don't understand!" Fluttershy exclaimed. "What is that thing? What happened to Philomeena?"

It flew and landed on Princess Celestia's foreleg. "This is Philomeena. She's quite a sight, as I said. But nothing unusual for a phoenix. Isn't that right, Philomeena?"

Philomeena released a proud answer, no longer the naked bird she was a few minutes ago, but a majestic creature instead.

"A... A phoenix?" Fluttershy questioned.

"A phoenix is a majestic and magical bird." Princess Celestia explained. "While it appears healthy and happy most of the time…" The phoenix rose from Princess Celestia's foreleg and began flying in the air. "…every so often it must renew itself by shedding all of its feathers and bursting into flame." She lowered her head towards us and whispered. "Rather melodramatic, if you ask me." She pulled away. "It then rises from the ashes, fresh as a daisy. All just a normal part of the life cycle of a phoenix. I'm afraid, mischievous little Philomeena here took the occasion to have a little fun with you, Fluttershy." Philomeena lowered her head in embarrassment. "Say you're sorry, young lady."

Philomeena made an "I'm sorry" sound.

"So... aren't you gonna banish me? Or throw me in a dungeon? Or banish me and then throw me in a dungeon in the place that you banish me to?"

"Of course not, my little pony! Where on Earth would you get such an idea?"

Fluttershy looked over at Twilight, who was staring towards the ground, nervously. "I guess I have some imagination."

"Fluttershy really did do everything she could to try to take care of Philomeena for you." Twilight added.

"And I do appreciate that your heart was in the right place, child. But all you had to do was ask me and I could have told you Philomeena was a phoenix and saved you all this trouble."

"I know. I shouldn't have jumped to conclusions. Next time I'll ask before taking matters into my own hooves."

Twilight made an expression where she looked as if she just remembered something. "Should I write you a letter about that lesson, Princess?" Twilight asked.

"No, that's quite all right. I think I can remember." She responded as she looked at Philomeena standing on her back.

As the royal guards brought over Philomeena's cage, Philomeena rose in the air and flew, giving Fluttershy one of her feathers, which landed softly on her ear. Fluttershy looked back at her and smiled. "It's beautiful. Thank you, Philomeena. No hard feelings."

Rainbow Dash looked at the guards for a moment and flew up to Philomeena. She whispered something to the phoenix. Philomeena nodded and flew to the top of the cage between the guards. She spread her wings and began tickling their noses with the tip of her feathers. After a few seconds, they began snickering and soon laughing out loud. Philomeena flew over to Rainbow Dash and tapped her wings with Rainbow Dash's hooves. "Yeah!" She laughed with Philomeena.

Twilight, Princess Celestia, Fluttershy, and Charles looked at them. Soon everypony was laughing.

Karsap: Origin Story time.

Pinkie Pie: Wow!

Karsap: I've been saving for all this time.

Pinkie Pie: Why?

Karsap: Because Charles wasn't all powerful with his 'Magic Horn Blade'

Pinkie Pie: Why?

Karsap: You see.

Disclaimer: I own only the following: Charles, Athos, Porthos, Aramis, and a new Dragon Villain.

Chapter 23: The Cutie Mark Chronicles

"Oh, are you sure about this, Scootaloo? I've never even heard of a pony zip-lining before." Sweetie Belle asked with uneasiness in her voice as the Cutie Mark Crusaders stand on a wooden platform nailed on a tall tree with a rope tied around it and with them wearing zip-lining gear.

"Neither have I, but Spike told me it was awesome!" Scootaloo said with confidence and jumps bringing the other two with her. As they went flying down they shouldn't have used a rope because the rapid speed is causing the rope to burn from the hooks. They then slowed down as they lost speed and stopped in the middle and notices the burning the hooks have caused above them which made the rope snap. The three screamed as they fall down to the woods below landing the branches and leaves before hitting the ground with tree sap and pine needles stuck on them.

"See anything?" Bloom asked weakly and Scootaloo checks only to find tree sap on her flank.

"Tree sap and pine needles, but no cutie mark." Scootaloo answered disappointedly.

"Plan B?" Sweetie asked.

"Yeah. You know where we can find a cannon at this hour?" Scootaloo asked with a confident smile which made the two flinch in worry.

"It's no use! No matter what we try, we always end up without our cutie marks. And, surprisingly often, covered in tree sap." Scootaloo said as the three took off their gear.

"Maybe we should do something less dangerous? Like pillow testing. Or flower sniffing." Sweetie suggested.

"This town is full of ponies who have their cutie marks. Why don't we ask them how they did it?" Bloom mentioned passing over two buckets of water to them with towels as she w.

"That's a great safe idea." Sweetie said.

"Yeah! And we can start with the coolest pony in Ponyville." Scootaloo said.

"Applejack!" Bloom said.

"Rarity!" Sweetie joined.

"Come on, guys, I said 'cool'! You know who I'm talking about. She's fast. She's tough. She's not afraid of anything!" Scootaloo hinted.

"Pinkie Pie?" Bloom and Sweetie asked in unison.

"No! The greatest flyer ever to come out of Cloudsdale." Scootaloo said.

"Fluttershy?" Bloom and Sweetie asked again in confusion.

"No! Rainbow Dash!" Scootaloo answered.

"Oh! Yeah, that makes much more sense." Bloom said.

"Of course!" Sweetie agreed.

"Let's do it. Let's find out how Rainbow Dash found her cutie mark!" Scootaloo announced.

"YEAH!" the three clapped each others hooves but Scootaloo forgot to wipe her hooves thus getting the other two stuck on her as they struggled to free themselves from the gooey sticky substance. They groaned and went to clean off the sap so they can get some inspiration from Rainbow Dash as soon as possible and see what other stories holds in store for them.

After the three washed the sap off their hooves Scootaloo drives her scooter as she pulls the other two in a cart behind her as they make their way to find Dash. On the way they gasped to see three rabbits hopping down the path with apples. Scootaloo went to a complete halt just before she could hit them.

"Get back here, you thievin' varmints!" a familiar voice yelled coming from the direction the rabbits came out of.

"Thievin' what now?" Bloom repeated as the rabbits retreated away. All of a sudden Applejack jumps out from behind a bush surprising the fillies as well as Applejack as she braced for impact. After the collision the group were knocked to the ground landing on each other.

"Bloom!" Applejack scolded slightly. Bloom then looked at Applejack's cutie mark and something hit her.

"Hey sis! How'd you get your cutie mark?" Bloom asked.

"I never told you that story?" Applejack asked curiously with a raised eyebrow.

"Hey! I thought we were gonna ask Rainbow Dash." Scootaloo reminded.

"We need all the help we can get." Bloom said.

"Ugh! Fine." Scootaloo gave in and the three sat down to listen to Applejack's story.

"Why, shoot. I was just a little filly. Even littler than y'all." Applejack said as memory returns to her as a little filly traveling away with a picture of her aunt and uncle in her bag leaving Sweet Apple Acres with crying broken heart young Big Macintosh and Granny Smith. Later she arrives at a city with buildings and landmarks also similar.

"I didn't want to spend my life at a muddy old apple farm. I wanted to live the sophisticated life, like my Aunt n' Uncle Orange. So I set out to try my luck in a big city. Manehattan! The most cosmopolitan city in all of Equestria." Applejack said.

"Hey! Outta the way, you rube!" a stray high class pony scolded as young Applejack jumps out of the way.

"I knew I'd find out who I was meant to be in Manehattan." Applejack narrates as her younger self reaches her destination. She knocks on a door with an orange sign on it and it opens revealing her aunt and uncle both with high class fashion.

"Aunt Orange! Uncle Orange! Thank y'all so much for lettin' me stay!" young Applejack thanked.

"'Y'all'. Ahahaha... Isn't she just the living end?" Aunt Orange laughed.

"How quaint." Uncle Orange chortled.

"Don't worry. We'll have you acting like a true Manehattanite in no time." Aunt Orange assured. After countless training young Applejack was ready to be a high class pony changing her mane to her aunts style. Soon their was a party of rich ponies enjoying themselves at the table with fizzing drinks in front of them.

"And how are you finding good old Manehattan?" a colt asked young Applejack.

"Oh, it's simply divine." Applejack said in a suave voice.

"Very well said, my dear." Aunt Orange complimented.

"Although, I must admit the city noise took some getting used to. Where I'm from, nights are so quiet you seldom hear a peep until the roosters wake you." Applejack said.

"The... what?" a mare asked.

"I say, my dear, what in the world is a 'rooster'?" the colt asked.

"What's he talking about? What do I say? I don't wanna look like a fool." Applejack narrated.

"Dinner is served." a server announced entering with multiple dinner trays.

"Thank goodness. Being a city pony's hard work. I'm so hungry I could eat a-" young Applejack stopped after the tray opened revealing only a straw of grain and small orange pastry the size of a seed. Applejack was disappointed by the sight and skipped dinner. The next morning Applejack woke up early to see the sun rise in the distance.

"Cock-a-doodle-doo... Oh, I wonder what Granny Smith and Big McIntosh are up to. I bet they're applebuckin' their way through the Red Delicious trees. Oh, what I wouldn't give for just one bite..." young Applejack said leaning on the window and shed a single tear missing her Apple family she left behind.

"I never felt so homesick in all my days as I did right then." Applejack said as she continues to tell her story. Suddenly a loud exploding sound startled the young filly and looks into the distance to see a rainbow trailing down to none other then her home Sweet Apple Acres which formed a joyful smile from her lips.

"It was amazin'! A rainbow pointin' right back to... home. In that moment, it all became clear. I knew right then just who I was supposed to be." Applejack said as she tells the remaining of her tale as her younger self rushes to the farm where Granny Smith and Big Macintosh were waiting with surprised smiles on them. Applejack reaches Granny Smith and nuzzles her. At that exact moment a shining light appeared on Applejack's flank and appeared her triple apple cutie mark.

"That's when this here appeared. I've been happily workin' in the farm ever since." Applejack finished. She then heard raspberry's near by and sees the three rabbits she was chasing earlier with the apples in their paws and ran.

"There they are! Get back here, ya thievin' varmints!" Applejack yelled and started chasing the three again.

"Aww... That was such a sweet story!" Sweetie said with a nodding Applebloom.

"Sweet? Try sappy. [mock-gags] Come on! We've got to find Rainbow Dash and hear the cool way to get a cutie mark." Scootaloo urged as she hops on her scooter and the other two jump on the wagon and they zoomed off resuming their search for Rainbow Dash. On the way to Ponyville another unexpected moment awaited them as Fluttershy suddenly steps in front of the path making the three fillies scream. Scootaloo tries to stop but sends the three flying into the air landing just a couple feet away from Fluttershy. They see a line of baby ducks passing by in front of Fluttershy.

"All right, little ones. This way. This way. You really should be more careful. Somepony could get hurt. Why are you in such a hurry anyway?" Fluttershy asked the three crusaders.

"We're trying to find Rainbow Dash, so we can hear how she earned her cutie mark." Scootaloo answered.

"Oh, that would be interesting. You know, I wouldn't have gotten my cutie mark if it weren't for her."

"Rainbow Dash?! Really?!"

"Oh yes. It all started at Summer Flight Camp." Fluttershy began her flashback in cloudsdale. She was a pretty thin filly compared to the other young ponies but had the same shyness she always had.

"You'd never guess, but when I was little I was very shy. And a very weak flyer." Fluttershy narrated. Her younger self watches the other experienced fliers fly through the ring clouds as she struggles to get over one cloud ring. As she was about to pass over one she accidentally got caught on it and was sent falling down a cloud slide and flew up to the air into an orange flag landing with the flag on her head.

"[laughter] Nice going, 'Klutzershy'! They outta ground you permanently." the first younger bully of Rainbow Dash from the best flyer competition mocked.

"HA! My baby brother can fly better than you!" the second younger bully joined and the two continue to laugh at Fluttershy as she cowers to the ground with a sad face.

"It was the most humiliating moment of my life. And then, out of nowhere..." Fluttershy said as she remembers seeing multicolored flying by while it's shadow startled the two bullies and sees a younger Rainbow Dash land right in front of them and Fluttershy with an angry look on her.

"Leave her alone!" young Dash ordered angrily.

"Ooh, what are you gonna do, 'Rainbow Crash'?" the young second bully mocked.

"Keep making fun of her and find out!" young Dash answered.

"You think you're such a big shot? Why don't you prove it?" the first bully challenged.

"Whaddya have in mind?" young Dash asked with a competitive expression. Soon a starting line was set in place with the three young pegasi line up waiting for Fluttershy to wave the checker flag with an audience watching young and grown.

"You're going down!" the second bully declared.

"In history, maybe. See you boys at the finish line!" young Dash said as they prepared themselves for the race. Just then Fluttershy waved the flag and the three were off zooming at incredible high speeds faster than a speeding bullet. But unfortunately they were going so fast that it sends Fluttershy spinning rapidly thus falling off the cloud she was standing on sending her down screaming in horror. She tried flapping her wings to gain some altitude but she was still too weak to even fly. She was getting nearer and nearer to the ground waiting to accept her fate until something amazing happened that will change her life. A large pack of butterfly's flew underneath her and caught the filly saving her from hitting the ground. She was in state of confusion at first but smiled at the colorful sight that is holding her up.

"I had never seen such beautiful creatures. Butterflies don't fly as high as my cloud home. And I've never been near the ground before." Fluttershy explained as she goes along with her story.

Now Playing: So Many Wonders

What is this place♪

filled with so many wonders?♪

Casting its spell♪

That I am now under♪

Squirrels in the trees♪

and the cute little bunnies♪

Birds flying free♪

and bees with their honey♪

Hooneeeeey!♪

Oooh, what a magical place♪

and I owe it all to the Pegasus race♪

If I knew the ground had so much up its sleeve♪

I'd have come here sooner, and never leave♪

Yes, I love everythiiiiiiiiiiiing!♪

End song

Young Fluttershy sang her heart out just the moment a loud explosion to place all of a sudden. She looks up to see a rainbow shockwave roam across the sky which startled all the animals sending them back to their dens, nests, and homes. Fluttershy knew she had to do something to comfort the little creatures.

"Shhh. It's okay." Fluttershy said calmly to a group of shaking bunnies under a bush and her voice comforted them which made them hop out.

"You can come out." Fluttershy said in a squirrel hole in a tree and they come out as well.

"Everything's okay. There's nothing to be afraid of." Fluttershy managed to say in the pond where the frogs hid and went to the sky getting the frightened ducks to come out too. She soon had different multiple species surrounding her without any fear towards her knowing they can trust their lives in her hooves. And just like that a light appeared on her flank and appeared her triple butterfly cutie mark.

"Somehow I had the ability to communicate with the animals on a different level." Fluttershy finished.

"Wait, wait, wait. What happened to Rainbow Dash? What about the race?" Scootaloo asked anxiously.

"Oh. Well, I wasn't there, so I don't really know what happened." Fluttershy admitted.

"Come on, Crusaders. We've gotta find her. Besides, I can't take any more singing." Scootaloo urged.

"Maybe my sister knows where she is. Bye, Fluttershy!" Sweetie said as she and Applebloom got on the cart and Scootaloo takes off.

"Bye, girls!" Fluttershy said back waving. As soon as the three crusaders arrived at Carousel Boutique they got caught up at Rarity's sense of fashion as she measures the three fillies with dressing cloths around them.

"How did we get roped into this? Oh, we'll never hear Rainbow Dash's story." Scootaloo complained.

"Are you girls still obsessing over your cutie marks?" Rarity asked.

"Of course! Most other fillies at school already have theirs." Sweetie pointed out.

"Mmm, I know how you feel. For the longest time I couldn't figure out why I didn't have mine." Rarity admitted and started having a flashback of her own. She went to the same exact school the three crusaders attend when she was young. Rarity's story begins where there is a practice for a school play going on. A group of fillies including a younger Cheerilee the future teacher of Bloom, Sweetie Belle, and Scootaloo's class are in costumes for the play: a group of fruit, a dandellion, a cake, a stack of hay, and a flower. A younger Rarity and her old teacher are watching the play practice from behind the stage.

"Well done, Rarity. Your costumes are very nice." Rarity's teacher commended.

"Nice?! They need to be spectacular! And the performance is tomorrow!" Rarity cried. The next day she tried everything she could come up with to make the costume designs magnificent but she couldn't find the right touch.

"I tried every trick I could think of, but nothing seemed to work. The costumes just weren't right. And the play opened that night." Rarity narrated.

"Maybe I'm not meant to be a fashionista after all..." young Rarity said sadly with a drooping head. But as she was about to give up her horn started glowing unexpectedly and started forcing her out the boutique surprising the filly as well.

"What's going on?!" young Rarity exclaimed in confusion and surprise.

"I had no idea where my horn was taking me. But unicorn magic doesn't happen without a reason. I knew this had to do with my love of fashion and maybe even my cutie mark!" Rarity said as she talks about her strange magic journey as her horn started levitating her across the parks, desert, hills and the wasteland where the diamond dog incident will take place with a bored expression on her face through the whole trip. Finally she bumps into a giant boulder standing upright in front of a cliff. She rubbed her head and looked up at the massive structure with confusion.

"I knew that this was... MY DESTINY!" Rarity declared.

"A ROCK?! That's my destiny?! What is your problem, horn? I followed you all the way out here for a ROCK?! [groans] Dumb rock!" young Rarity whined kind of bending the truth of Rarity's statement. However a large exploding sound just occurred scaring the younger Rarity as she looks up to see a rainbow soundwave roam across the skies. The sound just made the large boulder crack and breaks in half and falls to the ground revealing to Rarity's surprise she sees hundreds of sparkling jewels inside of it in all shapes, sizes, and colors. She managed to get them all back to her shop and created the fabulous costumes she pictured for the play. That night the audience watched in awe to see the filly dancers perform in their new sparkling gem sewed outfits. The teacher looked at Rarity with a proud smile and sees a shining light on her flank. Young Rarity looks to see the light on her flank and appeared her triple diamond cutie mark thus ending the tale.

"Ugh! These namby-pamby stories aren't getting us any closer to our cutie marks! They're all about finding who you really are and boring stuff like that." Scootaloo whined.

"Yes, Scootaloo, that's exactly-" Rarity was about to explain but sees Scootaloo pushing the two out the door in a hurry.

"Come on, girls! We need action! We need Rainbow Dash!" Scootaloo urged and were out the boutique. Soon than the three realized they got caught up to Twilight Sparkle's story at a restaurant with intrigued looks on Bloom and Sweetie while Scootaloo holds a bored uninterested expression.

"As a young filly in Canterlot, I always wanted to go to the Summer Sun Celebration, where Princess Celestia raises the sun. And I saw the most amazing, most wonderful thing I've ever seen." Twilight said as she remembers those moments when she was young. It started at Canterlot where the celebration is taking place at the time. Horns started sounding on a porch with a large sun statue guards surrounding it. Young Twilight started squeezing in the crowd to get a better view. When she got to a comfortable spot she sees Princess Celestia herself walking down the porch and started summoning her magic and flew up into the air filling Twilight's eyes with excitement. As Celestia reaches to the center of the sun statue the actual sun shines brightly making the crowd gasp in awe. Celestia finishes and the crowd cheers in shear excitement for the princess leaving Twilight speechless at her magic. This made her want to become just as powerful as the princess so she went to her home to study some magic.

"I poured myself into learning everything I could about magic." Twilight naratted as she goses along. She never used moving magic before and it's a basic spell for unicorns so she started there first and concentrated as hard as she could on a book she was reading while grunting at the difficulty. Eventually she managed to flip the page and made her smile in joy as continues reading. Hours later until it was night time she read every last book without any boredom getting the best of her.

"My parents decided to enroll me in Princess Celestia's School for Gifted Unicorns." Twilight said as her parents entered with a paper with Twilight's name on it and a check mark meaning she is free to enter. This made young Twilight jump in shear joy.

"It was a dream come true! Except for one thing... I had to pass an entrance exam!" Twilight narrated as her younger self found herself in an unexpected situation in a classroom with four examiners watching her. Her parents on the side of the room signaled to smile which she did. A stallion pushes a cart in with a dragon egg on it. She has to open the egg with the dragon alive.

"Well, Miss Sparkle?" the first examiner asked. Twilight was in a state of pressure and nervousness as she sweats rapidly. She chuckles nervously which made the four write down their notes on their clipboards which made Twilight looks at the egg nervously unsure on what to do.

"Well, Miss Sparkle?" the first examiner repeated with serious looks on each of their faces as one of the examiners coughed. Young Twilight then focused and struggled to use her magic on the egg only to get small sparks from her horn. This made another of the examiners yawn in boredom. The first examiner looks at her watch to see how long it has been.

"We don't have all day." the first examiner reminded. Young Twilight did everything she could doing every action she thought could work but still got no result.

"I knew this was the most important day of my life, that my entire future would be affected by the outcome of this day and I was about to blow it!" Twilight said remembering that she had tried one last attempt but still only get sparks from her horn and lets herself fall to the floor.

"I'm sorry I wasted your time." young Twilight apologized shamefully lowering her head while the examiners write down their notes with disappointed expressions. But when things looked very bleak at that very moment a very loud earthquake shaking explosion startled the filly and her magic was starting to go out of control. A beam of magic shoots out from Twilight's horn and hits the opening it to reveal a rather younger baby dragon Spike. Twilight's eyes began glowing in a radiant white light while purple energy surrounds her frightening the examiners and her parents. A beam casts onto her parents and turns them into plants. Spike on the other hand got a beam as well which sends him growing until his giant head breaks the ceiling with electricity coming out. This happen to catch Celestia's attention nearby. As Twilight struggles to take control of her magic she felt a hoof on her shoulder and looks to see the princess herself before her with a warm smile on her. This made Twilight calm down and just like that the examiners were put back down, her parents were back to their normal selves with shocked looks on them, and the fully grown Spike was too back to his normal baby state as the toddler dragon sucks on his tail.

"Twilight Sparkle." Celestia spoke.

"Oh, I'm so sorry. I didn't mean-" the scared young Twilight tried to apologize.

"You have a very special gift. I don't think I've ever come across a unicorn with your raw abilities." Celestia admitted happily.

"Huh?" Twilight questioned.

"But you need to learn to tame these abilities through focused study."

"Huh?!"

"Twilight Sparkle, I'd like to make you my own personal protege here at the school."

"HUH?!"

"Well?" Celestia asked. Twilight looks at her parents as her father nods frantically in excitement while her mother gestured her hoof to take the offer with an excited looks as well.

"YES!" young Twilight jumps in the air with pure joy.

"One other thing, Twilight." Celestia added.

"More?" Twilight asked in shocked disbelief and lets herself fall to the ground. Celestia then pointed at Twilight's flank and she looks to see her lavender sparkling star cutie mark.

"My cutie mark! Yesyesyesyesyesyesyesyesyesy esyesyesyesyesyesyesyes..." Twilight started jumping around Celestia in absolute excitement and not only is she now the personal student to the ruler of the country but received her cutie mark.

"...yesyesyesyes..." Twilight in the present day is too jumping around the table where she and the three crusaders are sitting at.

"Okay, okay." Bloom said.

"We're happy for you, Twilight." Sweetie said.

"Yeah, thrilled. Let's get out of here while we still can." Scootaloo urged and the three left leaving the excited Twilight.

"...yesyes, YEEEES!" Twilight screams still jumping around in happiness but came to realization that she is attracting some onlookers around her.

"Are you okay?" one of the watchers asked curiously.

"[giggle] Um... yes." Twilight answered nervously. Meanwhile the three fillies ride their way through the busy streets of Ponyville searching for Rainbow Dash. On the way Charles d'Artagnan notices the zooming three and couldn't help but be curious on their actions. He used his Pegasus speed and raced over the three. Scootaloo hears the running next her and got a little excited at first on who she thought it may be.

"Rainbow Dash? Is that... Oh. Hey, Charles." Scootaloo greeted a little disappointed at who she saw.

"Hey, slow down a bit, your going to get yourself into a wreck." Charles warned.

"We already did, twice."

"Oh, well, take it easy a little. Where's the fire, anyway? You three look like your late for something."

"We're trying to find Rainbow Dash. Have you seen her?"

"No. Why?" Charles asked.

"Because I'm getting tired of hearing these cutsie sappy stories from the others!"

"Ah, so you've been hearing the origins of the rest of the gang, haven't you?"

"Yes, but our main target is Rainbow Dash because we need some inspiration to find our cutie marks and of how awesome she is! But so far I didn't get much confidence from the others. Just some softy touchy stories."

"Hey, speaking of which, can we hear how you got your cutie mark, Charles?" Bloom asked.

"Oh this old thing it's a long story I'll tell you all about it right now if you what?"

"No cutsie sappy stories. Let's go!"

"Mostly it's sappy but it's full of action!"

This got Scootaloo's attention. "Action?"

"Yes."

"Tell us tell us."

"Okay. ahem." Charles said as he stated his story.

"As a young Colt growing up in Gaspony—" "Gaspony where's that?" Scootaloo interrupted. "Gaspony is a small Borough in Canterlot." Charles explained. "Oh continue." "As a young Colt growing up in Gaspony my Father told me of the Musketeer ponies of the royal Guards this inspire me to be one of them so I leave my home and travel to Canterlot castle to be one of them but there was a small problem I don't know where to go." Charles resume as he remembers those moments when he was young. Young Charles walked thew the streets of Canterlot until he bumped into something a grayish dog with a red jacket with a finely cut orange diamond on a collar it was one of the diamond dogs. "Hello I'm Charles d'Artagnan. And you are..." he asked.

"A diamond dog." the dog answered.

"Well that explans it. Can you tell me the way to Canterlot castle?" Young Charles asked.

"Yes. We hunt."

"Uh... we hunt?"

"We hunt for gems. But you are son of nobleponies. So now we hunt... for you!" the dog said threatingly and the two other diamond dogs enter. "I suddenly realized these dogs an't very bright so I thought of a plan." Charles narrates. "Hey look a Big gem!" Young Charles yelled. The diamond dogs look behind them to see that they being had. The led diamond dog yelled "Get Him!" a chase started Young Charles outwit them every time but not enough this led them at a dead end. Young Charles pray for his life until a voice shouted "Hey leave that colt alone!" The diamond dogs look behind them to see three stallions and fled. "The ones saved me are Athos, Porthos, and Aramis three of Princess Celestia's Musketeer ponies." Charles narrated.

"So they took me to Canterlot castle where I met Princess Celestia herself she saw great power in me and told Athos, Porthos, and Aramis to take me under their wings."

"Um Charles where is your Cutie Mark."

"I'm getting to that. I'll skip to a few days."

"Heya uer" Young Charles is in a grass field he is training with Aramis. Young Charles detects Aramis in the grass. "Ha got you," Young Charles 'throws' rocks at Aramis. "Charles you did well detecting my presence!" explained Aramis. "I listen to the voice of the grass!" "Excellent!" "The Grass and I are friends now Aramis. Here I come!" "Catch Me if you can!" "Heah." young Charles starts to chase his Pegasi teacher young Charles 'throws' more rocks but misses they end up at the lake Aramis kicked at a cloud to zap the young colt misses young Charles 'throws' more rocks but Aramis used his 'Magic Horn blade' and slice them. "es" Young Charles got an idea "sword vs. sword." wile this is happening young Charles other teachers where watching. Young Charles try to use his 'magic horn blade' but couldn't. Something wrong?" Aramis asked. "My sword is my horn!" young Charles explained and the two clashed. Later at a rocky terrain young Charles trains with Porthos. "Pothos Battle with me!" A Big gray Earth pony comes out with orange eyes, a brown mane, a short tail, boot-like hooves, and a shield with a line on it as it's cutie mark this is Pothos young Charles strength teacher(1). "Ready to go again?" Young Charles Jumped on one of the boulders. "I battle you any time!" "Then let's start with this" Porthos Kicked a rock at young Charles but he doge it. Like before young Charles other teachers watch him. "No problem!" Young Charles explained. "We'll see about that!" Porthos Kicked some rocks at young Charles but he teleported every time the rocks get close to him. Dust was everywhere young Charles bucked Porthos in the face sending him right into a bolder witch falls on him. Pothos manages to lift that bolder with his strength and his own 'magic horn blade' witch glowed brown. "Wanna keep going?" Porthos asked young Charles. "You bet." and the two clashed. Finally the scene changes to a dead forest. An adult Blue unicorn with yellow eyes, a white and yellow mane, a short tail, boot-like hooves, and a sword as a cutie mark this Arthos young Charles magic teacher(2). "Arthos let's battle." young Charles said. "The storm is going to get worse." explained Arthos. "I don't care." snarked young Charles. The storm envelops the area and burns a few trees down in front of the young colt the colt cuts one of the burned trees. Arthos notices the colts actions and persistence. "You're reckless!" "No I'm not!" snarked young Charles. "I'll worn't let anything beat me!" Young Charles 'throws' rocks at Arthos but Arthos doge them. Arthos use his 'magic horn blade' witch glowed blue. "Hum" Wile this is happening Aramis and Porthos were watching. "When you let me to complete my training?" young Charles asked "I wanna be a Musketeer Pony! Let me complete my training!" They clashed. The scene changes to a stream outside Canterlot Castle where the three Musketeer Ponies ask themselves whether Charles is ready to become a Musketeer Pony. "So what do you think?" Aramis asked. "Charles gotten very strong!" Pothos snarked. "Do you think we should allow him to be a Musketeer Pony?" "NO." Arthos answer. "Charles is still unable to use his sword." "Thats true." "Once the true weight of the sword is learned and able to use then Charles will be able to become a Musketeer Pony." Arthos explained. "Always the cations one aren't you Arthos!" Porthos snarked. "I heard everything you said. What do you mean weight of my sword?" young Charles asked. "You see..." Porthos was albout to answered when Arthos cut him off. "Pothos!" "You must think for yourself." Aramis answered. "The truth is I don't realy know ether." Porthos said as he laughed. "I tried to convince them." Charles narrated. "I'm going to be a musketeer pony." young Charles snarked. "No!" Arthos answered. "It's what I have working all this time! I wanna be a Musketeer Pony!" "Your not ready yet!" Arthos said. "I agree." Araims agreed. "Let's train a little more aright." Young Charles grunted.

"I've failed to convince my teachers." Charles said remembering.

"Um Charles where is your Cutie Mark."

"I'm getting to that. I'll skip to the next day"

"I was training my mentors in Canterlot until the evil dragon Richelieu—" "Who's Richelieu?" Scootaloo asked. "Richelieu is a ice dragon and was Princess Celestia's Vizier(3)." "Was?" "He was greedy for more power for the crown. The Musketeer ponies try to stop him from taking the crown from Princess Celestia. But he is to much for them and knock them out. Only me and my mentors are left. Athos, Porthos, and Aramis try to defeat Richelieu but the dragon was too strong and knock them out. Richelieu try taking the crown from Princess Celestia. But I got in his way as the battle got under way I got scared and Richelieu over power me then I...I ran away." "Then what happen Charles?" Bloom asked.

"Well." Charles said as he continues to tell his story. Suddenly a loud exploding sound startled the young colt and looks into the sky to see a rainbow wave. "This thing give me confidence as I charge back at Richelieu. The other Musketeer ponies come to their senses and saw me as do battle with the evil dragon." Charles narrated as the flashback continued.

"Haha." "Never take your eyes off your oppent keep up your concentration until the very end!" "Fear is your greatest enemy you must conquer your fear that's in your heart." young Charles 'throws' rocks at Richelieu. "It is what you learn from defeat that is truly important!" Young Charles doge more attacs and 'throws' more rocks and charges at Richelieu. Young Charles rolls from the attack. "Charles is battling well!" "Now if he only use his sword!" "Hum..." "Richelieu got up and freezes me!" Charles said. "What!" Bloom, Scootaloo, and Sweetie cried. "How did ya get freed?" Bloom asked. "Well..." Everypony gasped. Porthos started to help his sudent. "Wait!" Arthos cried. "Huh?" "Then It happen!" young frozen Charles glowed yellow and the ice broke. "Finally I use my 'Magic Horn Blade' for the first time!" "Is that?" Porthos asked. "Yes 'Magic Horn Blade'!" Aramis answered. "I can still battle" Young Charles explan. He charged at Richelieu "Awww" Richelieu yelled. "Charles can do this!" Richelieu attack Young Charles but he block the breath. Richelieu was pleased and grins "I was waiting for this! Your true power! Because you have found your true power this is now a real battle!" he said and used the same attack that freezes Charles but Charles slice it and smoke was everywhere. "I become powerful enough defeat the evil dragon and told him to go away and never come back. I was declared a Hero and become a Musketeer pony of the royal Guard at the ceremony Princess Celestia tell me something" Charles narrated as the flashback continued.

"Charles d'Artagnan I declared you a Musketeer pony of the royal Guard" Princess Celestia said.

"Yahoo!" Young Charles yelled.

"One other thing, Charles."

"Huh?" Celestia then pointed at Charles' flank and he saw his yellow Fleur-de-lis cutie mark.

"My cutie mark! Yahoo!" Young Charles yelled. He cheer not only having fulfilled his dream but received his cutie mark.

"And that's that cool story by the way?" Charles finished his story in the present.

"That... was... CCCCCOOOOOOOLLL!" Scootaloo said.

"I thought so. Go luck finding Rainbow Dash."

"Thanks. Charles." Scootaloo said.

"Well, I'll see you later then." Charles said and with that he teleported.

"Aw, why don't we ever smash into Rainbow Dash?!"

"You're looking for Rainbow Dash? If I was her, I'd be at Sugarcube Corner. Of course, if I was anypony, I'd be at Sugarcube Corner. Hey! I have an idea! Wanna go to Sugarcube Corner?" Pinkie Pie came out of nowhere on the cart with a helmet on and shook excitably nearly losing her balance but Bloom saves her from falling off.

"Well, we're sort of looking for Rainbow Dash, so we can hear how she got her cutie mark." Sweetie explained.

"Cutie mark? Come with me and I'll tell you how I got mine!" Pinkie said and the two fillies look at Scootaloo waiting for an answer.

"[sigh] Why not?" Scootaloo groaned as she continues to drive.

"Alright!" Pinkie cheered and began her story at a rock farm where her and her family lived gathering rocks. It was a dark cloudy gloomy and depressing place to live in. She wasn't always the Pinkie Pie everypony knows today. In fact she didn't even look like the one today. She was a bit darker and her hair was straight without the unkept bouncy curly hair. A bell then rung signaling work was over as Pinkie's parents and sisters walked inside to the farmhouse with disappointed glares at young Pinkie which made her sigh and drop her head in a depressing manner.

"My sisters and I were raised on a rock farm outside of Ponyville. We spent our days working the fields. There was no talking. There was no smiling. [sigh] There were only rocks. We were in the south field, preparing to rotate the rocks to the east field when all of a sudden..." Pinkie narrated as she tells of a loud boom which scared her a little and looks up to see a massive rainbow wave pass above her in the sky clearing away the gloomy dark clouds. Then the shockwave arrives creating a typhoon of wind at young Pinkie as she stands her ground trying to withstand the strength. As the wind stop she immediately changed as her color comes to a more brighter appearance and even her hair poofed up making that bouncy hair Pinkie always had. Just then a beautiful rainbow arches above the farm with animals coming out of nowhere at the field. This atmosphere made young Pinkie smile as wide as she could for the first time in her whole lifetime as the rainbow dissipates.

"I never felt joy like that before. It felt so good I just wanted to keep smiling forever. And I wanted everyone I knew to smile too, but rainbows don't come along that often. I wondered, how else could I create some smiles?" Pinkie said as goes along with the story. Young Pinkie laid a thinking hoof on her chin rubbing it for a couple moments until she had a brilliant idea in her head and rushes to the silo where she had been working on a project all night. The next morning arrives and the Pie family wakes up to get ready for another working day.

"We better harvest the rocks from the south field." Pinkie's father said just before he hears some faint polka dancing music coming from the silo along with the rest of the family.

"Pinkamina Diane Pie! Is that you?" Pinkie's mother called.

"Mom! I need you and dad and the sisters to come in. Quick!" young Pinkie exclaimed opening the door with balloons and confetti popping out and closes the doors leaving her parents looking at each other with curious looks. Pinkie's father slowly opens the door revealing the room filled with balloons, confetti, streamers, tables with all sorts of food including cake. They all looked around the room in confusion wondering what the meaning of this is.

"Surprise! You like it? It's called... a party!" young Pinkie exclaimed in excitement and waited for her family to answer. They all had incredible shocked looks on them with Pinkie's father letting the wheat plant slip from his mouth showing more of his reaction. Pinkie bites her bottom lip in worry as she's her family's lips quiver trying to find the words after seeing the sight.

"Oh. You don't like it." young Pinkie said in disappointment as she awaits her punishment. However after a couple moments of looking around the room with their lips still quivering they finally smiled widely in complete happiness.

"[gasps] You like it! I'm so happy!" Pinkie declared in joy as the Pie family dance to the music having fun for the very first time together. As they dance Pinkie's flank shined and appeared her triple yellow and blue balloon cutie mark.

"And that's how Equestria was made." Pinkie finished going way off topic.

"Wha... huh?" Scootaloo halted in confusion after hearing that.

"Look! We're here!" Bloom pointed out seeing that they are right in front of Sugarcube Corner.

"Maybe on the way home I can tell you the story of how I got my cutie mark. It's a gem!" Pinkie said as she trots her way inside forgetting the exact topic she has been talking about. Scootaloo looks at the other two with a worried expression.

"Oh, come on. She's just being Pinkie Pie." Sweetie reminded with Scootaloo groaning in annoyance and made their way inside. As they entered the bakery Scootaloo was thrilled to see her hero inside.

"Rainbow Dash! You're here!" Scootaloo said as the rest of the group made way for her to approach the three fillies.

"I hear you're looking for my cutie mark story?" Rainbow Dash asked.

"[sigh] You have no idea what I've been through today to hear that story." Scootaloo said as she sits down to hear the story she has been waiting for all day.

"It all happened during the race at Flight Camp, where I stood alone against all odds to defend Fluttershy's honor." Dash began as she begins the story just the moment the race began. Young Dash looks at her opponents with a competitive look as she blows out some steam from her nostrils. Young Fluttershy then raises the flag ready to wave it as the racers prepared themselves. Dash licks her lips waiting for the suspense to kick in. As the three competitors unfurl their wings young Fluttershy waves the flag as it leads up to Fluttershy's cutie mark moment. As the race goes on the racers pass each ring as they go with onlookers watching in awe. Dash speeds up taking the lead by a huge margin. They cut to a sharp turn which results a crash in a pillar from the first bully stuck in the cloud structure.

"I've never flown like THAT before. That freedom was unlike anything I've ever felt. The speed, the adrenaline, the wind in my mane... I liked it a lot." Dash narrated. As young Dash smiles victoriously thinking she has already wrapped the race up the second bully comes out of nowhere bumping Dash out of the track.

"Ha! Later, Rainbow Crash!" the second bully mocked as he takes the lead.

"Hey!" young Dash scolded and rushes down to the earth to retake the lead.

"Turns out the only thing I liked more than flying fast... was winning!" Dash said as she tells her life changing moment. Young Dash was going unbelievably fast for her age that she sends the second bully out of control. She started feeling a force trying to push her back but is determined to counter it. As she heads down to the final cloud ring near the ground she began her very first sonic rainboom chain reaction as she goes up at zooming speeds at the exact same time. She looks behind her to see a rainbow trail being made right from her hair and smiles widely at the sight not believing her eyes. She then sees the finish line ahead of her and produces a confident smile at the feats she accomplished that day.

"Most ponies thought that the Sonic Rainboom was just an old mare's tail. But that day... The day I discovered racing... I proved that the legends were true. I made the impossible happen!" Dash said as she finishes the story with her crossing the finish line with the rainbow trail still following her and the crowd cheering wildly as she arches above the whole city of Cloudsdale. At that very moment her flank shines earning her red, yellow, and blue thunderbolt cloud cutie mark thus ending the tale.

"And that, little ones, is how you earn a cutie mark." Dash finished.

"Wooooow..." the Cutie Mark Crusaders gasped.

"Wait a second. I heard that explosion. And I saw the rainbow too. Rainbow Dash, if you hadn't scared the animals, I never would have learned I could communicate with them and gotten my cutie mark." Fluttershy intervened.

"I heard that boom! And right afterwards there was this amazing rainbow that taught me to smile." Pinkie joined.

"When I got my cutie mark, I saw a rainbow that pointed me home. I bet it was your sonic rainboom!" Applejack added.

"There was an explosion I could never explain when I got my cutie mark." Rarity said.

"This is uncanny!" Twilight exclaimed. "If that explosion didn't happen when it did, I would have blown my entrance exam. Rainbow Dash, I think you helped me earn my cutie mark too!"

At this point, they all turned to look at Charles, whose smile had turned into jaw-dropping disbelief at this news. He stammered for a bit, quite unable to take this all in.

"This… this is amazing… If that sonic rainboom explosion didn't happen when it did, that dragon Richelieu would've conquer Equestria" He was now shaking his head and laughing.

"We all owe our cutie marks to you!" concluded Pinkie, tackling her tp the floor.

Fluttershy leaned in close. "Do you realize what this means? All of us had a special connection before we even met."

"We've been BFFs forever and we didn't even know it!" Rarity realised.

"Even… even me?" Charles whispered, still unable to believe it.

"Even you, sugar cube," Applejack confirmed, holding out her forelegs. "Come here, y'all." and the seven ponies joined together in a group hug embracing each other happily. "I'm so glad we're friends!" Fluttershy said happily.

Pinkie hugged them even tighter. "I love you, guys!"

He heard Bloom and Sweetie Belle let out expressions of happiness, while Scootaloo's was one of disgust. "Ewwww... Gimme a break. Come on, Crusaders! Maybe we just need to try zip-lining again." Her suggestion, however, was ignored and she was pulled into a hug by her friends too, sighing exasperatedly.

"Hey. How about a song?" suggested Fluttershy, still caught up in the moment.

"NO!" cried Scootaloo, even as the others all agreed.

Dear Princess Celestia,

Today I learned something amazing. Everypony everywhere has a special magical connection with her friends, maybe even before she's met them. If you're feeling lonely and you're still searching for your true friends, just look up in the sky. Who knows? Maybe you and your future best friends are all looking at the same rainbow." Twilight said as Spike writes down her words on a scroll while Twilight and Charles rests their heads on the window looking at a rainbow in the sky dreamily.

"Gross! When did you get so cheesy?" Spike asked disgustedly.

"Just write it, Spike." Twilight ordered which Spike obeyed.

Notes:

(1) Porthos design is base on the Pokémon Terrakion Who in turn is base on Porthos I had Porthos as a Earth Pony because Terrakion is the heaviest, largest, and strongest member of the Swords of Justice.

(2) Athos design is base on the Pokémon Cobalion Who in turn is base on Athos I had Athos as a unicorn because two things; one Athos is very protective of d'Artagnan in The Three Musketeers book, two Cobalion is the oldest and the de facto leader of the Swords of Justice.

(3) Richelieu the Dragon Villain is a combination of the Pokémon Kyurem and the fictional Cardinal Richelieu.

Disclaimer: I own only the following: Charles.

Chapter 24: Owl's Well That Ends Well

On an evening day in Ponyville Twilight Sparkle, her assistant Spike get ready for a meteor shower that only happens every century. Charles d'Artagnan is also helping he is also quite looking forward to the shower tonight. Though he didn't know allot of astrology as Twilight, he would be looking forward to the sheer beauty and wonder of the centennial event that would be taking place. It was meant to be spectacular, a cluster of sparkling stars shooting across the sky. How very fortunate they were that it would be happening tonight.

"This meteor shower tonight's gonna be amazing!" said Twilight from above.

"No arguments from me," remarked Charles, as he levitated the quills neatly into the cart

"Awesome!" added Spike, throwing some bananas into the mix

"You know, this shower only happens once every 100 years," she informed.

"A centennial celebration!" noted Spike, as he juggled some apples into the cart, permitting a low whistle of admiration from Charles.

"We better get a move on!"

"Don't wanna be late!" Charles said.

"Charles, did you grab my quill and ink?"

"Affirmative," saluted Charles.

"Scrolls?"

"Placed and packed, as requested."

"Excellent! And Spike?" she turned to the dragon.

"I've packed a telescope, apples, bananas, fruit punch and my freshly baked home-made triple-decker nut-crazy vanilla cream cookies!" He held up the dish of sugary treats to prove his point, traces of crumbs around his mouth.

Twilight giggled at the sight of this. "I can see that." This prompted him to lick the crumbs off his face. "Once again you've read my mind, Spike. And that is why you are my number one dragon assistant." She proceeded downstairs, Charles following behind.

"I'm sorry. I didn't hear you." Spike said putting his claw to his ear playfully.

"That is why you are my number one assistant." Twilight repeated.

"Missed that! Huh...?"

"I said-" She stopped herself when she realised what he was getting up to. She giggled and shook her head. "Come on, let's get going. Wait! I almost forgot. I wanna bring the 'Astronomical Astronomer's Almanac to All Things Astronomy'." Twilight remembered.

"The Astronomo-lomo homono what?" Spike asked in confusion.

"You know that really old big blue book on stars, moons, planets, the Universe...?"

"Right. Check!" Spike said and rushes to another section of the library. He takes the ladder to one of the shelves of the library and climbs up to find the book Twilight wants. He brushes off the collected dust on book but starts inhaling deeply looking like he was about to sneeze but manages to keep a relieved sigh and opens the book. But to his misfortune he finally sneezes producing a fire at the book thus incinerating the pages into ashes. He looks at it with very worried look and sees the ashes fall off the book.

"Hey! What's taking my number one assistant so long?" Twilight shouted.

"Hurry, we're going to be late!" Charles added. Spike quickly closed the book and sheepishly returned it back to the shelf it was in pretending he never found it. But little did he know he can't always hide this little secret for long.

A few seconds later, Spike returned, but without the blue book. He also seemed to have tensed up a bit, a small bead of sweat trickling down his face. If Twilight noticed this, she didn't comment on it.

"Where's the almanac?" she asked him.

"Sorry, I couldn't find it, oh well never mind, let's go!" He said all of this rather quickly, grabbing the handle of the cart and rushing for the door.

"Did you look in right place?" Twilight persisted.

"Yep, but it wasn't there. Real shame, but I guess we'll have to make do. Now come on, let's go!" Before Twilight could ask further, he'd hurried out of the door and into the darkened streets of Ponyville.

"What do you think's gotten into him?" Twilight asked Charles.

"I haven't the foggiest idea, but he is right. We'd better get along if we don't want to miss the shower." He held the door open for Twilight. "Now, Twlight, I do believe its ladies first?"

"Why thank you, Charles." Charles smiled at the way that sounded, as they exited the library, heading out to a hilled area where everypony would be gathering to watch the show.

By the time they arrived, the stars were shining in the sky, the dark blue cloak of the night being stretched across the sky. It seemed like the entire town had turned out to watch the show, with little groups of ponies scattered all around the hillside, waiting eagerly to view the astronomical event. Charles could see their friends already gathered at the top of the hill, walking alongside Twilight with Spike bringing up the rear."I was sure I put the astronomer's guide back. The book would have helped me identify different planets and stars tonight." Twilight said disappointedly.

"Well... Maybe someone borrowed it? Besides, you don't need that book. You can already name all the planets and stars, cause you're super smart and astronomically awesome!" Spike said fibbing on most of his statement.

"Thanks, Spike. You're such a flatterer." Twilight thanked.

"Yeah, I'm a sweet talker."

"And a number one assistant, right?"

"Check!" Spike said and immediately went to work on setting the blanket down, the bowl of fruit, scrolls, punch, cups, and went to set up the telescope. Rainbow Dash came by and snatches an apple taking the first snack.

"Wow, Twilight! You're lucky to have such a rad assistant. I wish I had someone to do whatever I told them." Dash admitted.

"Ooh! Ooh! Me! Me! Me! I'll do whatever you want, Rainbow Dash!" Scootaloo said excitingly.

"Oh yeah, pipsqueak? How about taking out the trash?" Dash asked tossing her eaten apple core to the ground.

"Yes ma'am!" Scootaloo affirmed and took the apple core away.

"Do we have Spike to thank again for this amazing spread? Isn't he simply amazing?" Rarity asked happily with the others gathering around Spike.

"Oh, come on." He looked quite embarrassed, then his expression changed to one of disappointment. "I said come on."

"Little Spikey-wikey!" Pinkie gave him an affectionate noogie. "Who knew that big ferocious dragon started off so cutesy wootsy?"

"Spike, you are such a little star that I had to make a little bow tie for you." Rarity said and revealed a large red bow tie with all sorts of jewels on it and used her magic to tie it around Spike's neck.

"Try not to eat it, eh?" remarked Charles.

"Gosh. You guys are embarrassing me. Stop it." He paused for a second. "Twilight, your turn."

"Spike, that's enough.," she said sternly.

"Yes, I think your ego has received enough stroking for one night," added Charles, provoking a smile from the dragon.

"All right. That's enough," he agreed reluctantly.

"Hey, everypony! The show is starting!" At Sweetie Belle's announcement, everypony hurried to get a good view of the sky and gazed up expectantly.

First there was one. Then there was two. It just continued to build, until the whole sky was full of them. Streaks of light began to shoot across the sky, shining just as bright as the stars that they flew past, passing an unearthly, yet beautiful glow across everypony's faces, as they all gasped and awed at the magnificent spectacle. They left streaks of starlight in their wake, darting across the night sky and out of sight, if only to allow more to sail by. It was strange that they seemed so close, when in reality they were so far away. Charles had never seen anything more amazing in his life. It even beat the sonic rainboom, if only by a bit.

He was so engrossed in watching the meteors that he didn't notice he was moving closer to his left. He only realised when he brushed against Fluttershy's side. They both darted their heads up and blushed, about to move away but… they seemed to both think that the other wouldn't really mind. After all, what was a bit of closeness between friends? So, they remained that way and returned to watching the shower, with the added warmth of their fur being shared in the chilly night air. Nopony even noticed how close they were. They were too busy watching the show. Secretly, they were both thankful for that.

After the show was over, everypony was in animated conversation with each other about what they had just witnessed. Twilight and Charles were also part of it, though only after Twilight had showed him various constellations and planets through the telescope. It always surprised him how much she knew about this kind of thing.

They then returned in comfortable silence to the spread, where Pinkie wolfed down the last of Spike's cookies.

"Wow! These cookies are deeleesh!"

"Spike made them. Speaking of, Spike, can you bring us some punch?" There was no response. "Spike?"

They all looked to see Spike was sleeping soundly in the punch bowl of all places, snoring peacefully.

"Ooh, poor little thing," cooed Rarity.

"Aww... He's worked himself to the bone," added Twilight.

"And now the punch has been... spiked!" joked Pinkie, ensuing laughter from everypony present, yet still Spike slept on.

"I think it's time to go," Twilight suggested, levitating him gently onto her back and rolling up the blanket.

"Right behind you," whispered Charles, taking the cart and bidding their friends farewell, escorting Twilight and Spike back to their home.

When they arrived back at the tree that housed the library, Twilight was saying about how she wanted to write a report on the study of comets before she went to bed that night.

"Don't you think you should get to bed?" asked Charles, as they stood on the threshold of the door.

"I will, but I want to get this done now, while it's still fresh in my mind."

"Do you want me to stay up and help? I'm not…" He paused to yawn. "I'm not that tired…"

"I think you are. You should go upstairs and get some rest, you've done enough today," she advised.

"Are you sure?"

"Charles, you need your rest too. Now go to bed." she said in a mock commanding tone.

"As you wish, Twilight. Good night."

"Good night, Charles." She gave him one last smile and went up to bed.

The next morning...

Charles woke up early the next morning he went downstairs. At first he didn't notice anything strange, before going to the Kitchen he gaze around for either Twilight or Spike. Instead, he discovered that the library had one more additional occupant, neither pony nor dragon.

A plump little bird was perched in the middle of the room, with a square-ish body and bright orange beak. His feathers around his breast were a light brown, whereas the ones on his wings were darker in colour. He recognize it as an owl. He'd need to consult it again. The owl turned his beady black eyes to stare at him, which sparked with a strange kind of understanding.

It didn't seem like he'd just flown in randomly, it looked more like he was meant to be there. Was he a new pet that Twilight had acquired? But she hadn't left the house since last night, where had he come from? Deciding to ask her later, Charles decided to at least be friendly to him.

"Hello little fellow," he greeted, walking over and stroking him gently. "Where did you come from?"

The owl gave a small hoot, not objecting to his hoof moving over his feathers. Well, at least he liked him.

"Oh, good morning Charles." He turned to see Twilight emerging from the kitchen. "I see you've met Owlowiscious then."

"Owlowiscious?" He glanced at him. "That's a fine name. Where'd you find him?"

"He rescued my parchment when it flew out of the window last night. I didn't like having to send him back into the cold, so I let him stay with me. I've decided to take him on as our new junior assistant."

For some reason, that caused a jolt of fear for Spike in his chest. It didn't take him long to figure out why, though he kept his calm expression as best he could.

"Well, they are meant to be quite intelligent birds," he noted, looking him over. "It might be fun having him around, as long as he doesn't… never mind."

"Doesn't what?"

"Well, replace Spike or anything…" he murmured.

Concern flitted across her features. "Aw Charles, why would you think that?"

"It wouldn't be hard to, that's all…"

"Charles, nopony could ever replace Spike," she assured him gently. "He have a special place here that I don't think anypony could ever hope to match up to. He's still my number one assistant and always will be."

"Really?"

"Absolutely."

"Well um… Thanks." They both smiled at the trust they had and Charles looked for his fellow assistant. "Where is Spike? Shouldn't he be up by now?"

"He's still sleeping upstairs; last night really took it out of him. I let Owlowiscious do his morning chores so he could get some more sleep."

"Really?" He gave him an admiring glance. "Wow, he's good. Are you sure he's not going to replace Spikeme?"

"Pretty sure," she repeated, knowing he was just joking. "Anyway, I gotta head out for a bit. Would you mind rearranging the Classics section in the West wing?"

"You need only ask. Welcome aboard Owlowiscious," he added to the bird, as he set off to work, while Twilight went off upstairs to pack her things.

While he was pulling down all of the mismatched books, he heard the door slam a few minutes after Twilight left, probably Spike going off to pass the time in some other way now that his morning chores were done. He wondered if his friend had the same thoughts that he had, that the owl might replace them in the end. He resolved to talk to him later, returning his concentration to levitating the books he was piling up. Unfortunately, the pile wobbled precariously and one of the books fell from the top.

"Uh oh!" He tried to catch it before it hit the ground, but a pair of clawed feet caught it just in time. Owlowiscious hovered before him, lifting the book back up to the top.

"Oh… thanks for that," he said to the owl. He hooted in response, as if to say 'no problem.' Charles gave the bird a fond smile. "I'm Charles, by the way, Charles d'Artagnan."

"Hoo," sounded the owl.

"'Who'? What do you mean 'who'? I'm Ch-" He paused when he realised what he was doing. "Oh, I see what you did there."

"Hoo," replied Owlowiscious.

"'Hoo' indeed," Charles chuckled, returning to his work. Maybe having him around wouldn't be so bad after all.

Later on, the girls all arrived to meet Twilight's new pet. Charles joined them, happy to see they'd taken to him just as well as he did. Except for Spike it seemed, who leaned against a window above, reading a book on owls, with the attitude of somepony trying to learn the weaknesses of his enemy.

"Oh, what a fantastical, fluffelicious feathery little friend! I'm... HOOked!" They all laughed at Pinkie's pun.

"He's just wonderful," said Fluttershy, always having something to say on animals.

They were all rather taken aback when Spike repeated what she said in a mocking tone. "Uh, yes. Wonderful. He's quite... the charmer." He said this last bit through gritted teeth.

"And Owlowiscious is just such a star I just had to make this little bow for you." Rarity presented, rather tactlessly, him with the exact bow that she had made for Spike last night.

At this Spike raged in frustration and slammed the window on them. Knowing his worst suspicions would probably be confirmed, Charles headed for the library door. "I'll go talk to him."

It didn't take long for Charles to find him, stomping down the stairs and muttering to himself angrily.

"You okay, Spike?" asked Charles.

"No, I am not." He turned to face Charles. "Come on, you must have seen his little plan."

"Um… I'm afraid it's escaped me."

"Come on Charles, he's trying to replace me as the number one around here!" he said, as if it were obvious.

"Spike, I think you're overreacting about this. Twilight knows you can't be replaced." He looked to see that Twilight had returned, with Owlowiscious perched on her back. "Come on, we'd best get back to work."

"You got it, let's go into action!" Apparently he'd ignored everything he'd just said up to that point and hurried off, giving Charles a knowing wink. Charles just sighed and went back to the catalogue of their inventory he'd started earlier.

The rest of the afternoon passed by fairly uneventfully, at least for Charles. Owlowiscious had retrieved a few books at Twilight's request, robbing Spike of his own duties, making the dragon even more frustrated. At one point, Twilight had broken her last writing quill and Spike had upended the house to hurry to find a replacement, obviously hoping to show up his rival this time. He even dashed out to find a new one, as Twilight tried to tell him that her pet had given her one of his feathers to use as a quill. Spike returned, with a chicken feather, completely useless for writing purposes and had promptly fallen asleep on the stairs.

"Poor Spike. He'll come around. He's genuinely a good little guy." Twilight said.

"But didn't you see his reaction? He was furious. I think he really is jealous. Maybe we should talk to him about it tomorrow?" Charles suggested.

"Now that you mentioned it, he really is acting rather off lately. I suppose he is getting emotional about this new assistant thing. I'll speak to him about it in the morning." Twilight promised.

"If you say so. I'm going to see if I can find that book Spike couldn't find. What was it again? 'Astronomical Astronomer's Almanac to All Things Astronomy'?" Charles asked. Owlowiscious just then flew over to the spot where the book Spike destroyed is and retrieved it for Charles.

"Oh! Thank you, Owlowiscious. Hmm, weird, how is that Spike couldn't- Oh, he is in so much trouble." Charles said angrily after opening the book and seeing it's condition.

"What? What is it?" Twilight asked curiously.

"Here's your checked out book." Charles showed the book and Twilight widened her eyes in surprise.

"Wha? How could this happen? Spike! Oh, I'm going to talk to him about it, alright. Talk to him about it, big time!" Twilight declared angrily. The next morning they left the sleeping dragon on the staircase and Twilight slams the burnt book hard on the step Spike was sleeping on which startled him awake.

"Spike. What is this? You said this book was missing. Well, Owlowiscious found it right where it belongs, but like this. How did it get this way?" Twilight asked with a disappointed tone expecting an honest answer out of the sheepish dragon.

"Uh... Well, um... You see, I... I just didn't wanna disappoint you and, uh... Have you ever seen a dragon sneeze?" Spike asked sheepishly twisting his hands and tail showing his nervousness.

"I've seen a dragon lie. I'm very disappointed in you, Spike." Twilight said angrily and heads out of the library. Spike looks at the owl with a very hated expression.

"You set me up! Well, two can play that game." Spike declared.

"Hoo!" Owlowicious said.

"Not 'who'! Two! Urgh!" Spike groaned irritatedly and went out to plot something out.

"Owlowiscious is out to take my place, I just know it! I've gotta stop him. But how?" Spike asked himself. Just then he notices a white mouse passing by the streets. Then he got an idea, an awful idea. Spike got a wonderful, awful idea. Realizing owls' prey is mice he knew just what to do. He went to the costume shop and disguised himself with an evil black cape, top hat, and mustache. He then started laughing wickedly as he twists his fake mustache. In order for the plan to work he needed a mouse and knows the place to find at least a fake one. He hides behind a tree near Carousel Boutique waiting for Rarity to exit.

"Come along, Opal. Let's hurry up and get to Fluttershy's tea party." Rarity comes out with her cat Opal departing from the boutique plus getting Spike's chance to infiltrate it. He looks around the place for Opals toy mouse which took him a while but eventually found it sitting by Opal's water dish and picks it up with an evil grin.

"So lifelike. And when Charles and Twilight discovers it shredded up on her floor, she'll think mouse-eating Owlowiscious is to blame. And I'll be number one... again! Muhahaha!" Spike laughed and tip toed his way out back to the library. Back home he takes off the stitching of the mouse opening it up messed up the face a little and scattered cotton all over before slamming it to the ground. He heads to the kitchen and grabs a bottle of ketchup with a devious laugh. He comes back to the scene of the crime and starts pouring ketchup to the ground as blood for affect with an evil laugh getting some on his feet as well without knowing. He heads back to Twilight's room and grabs her pillow ripping it up and scattered feathers around the library laughing to himself thinking that nothing in his master plan can go wrong. But he unexpectedly bump into something behind him and looks to see Charles and Twilight staring down at him with angry glares with Owlowiscious along with them.

"May I ask what do you think you're doing?" Charles asked with a very angry look knowing what it looks like. Spike looks around blankly before getting rid of his villain attire returning to his innocent self.

"That poor little field mouse! Torn to pieces! It must have been Owlowiscious! You know, since owls eat, you know, mice. What a terrible, terrible bird! He must be punished! Right?" Spike asked with innocent eyes trying to slip out of the inevitable.

"Spike! I don't know what upsets me more. That you deliberately tried to set up Owlowiscious or that you actually thought this pathetic attempt would work! You've let your jealousy get the best of you, Spike. I am truly disappointed. This is NOT the Spike I know and love." Twilight said angrily which made Spike widened his eyes. As the three leave Owlowiscious twists his head backwards again and looks at Spike one last time before Twilight and Charles the door shut with thier magic.

"She... She doesn't love me anymore." Spike cried with teary eyes. It was from this point on Spike assumed that Twilight don't have any further use of him and decided to pack up his things for departure leaving Ponyville forever. He manage to reach the Everfree Forest with his packed things on his back walking through the dark woods tiredly with his head drooped down shamefully.

"Charles and Twilight hate me. I'm cold, hungry, tired and lonely. Could it get any worse?" Spike asked himself just before lightning struck scaring the baby dragon and started pouring from the skies getting him wet.

"I guess that's a yes." Spike muttered. He started looking around for some shelter and fortunately found a cave where he decided to settle in. He checks to see if the cave is inhabited.

"Hello? Hello?" Spike called but got no response. As another lightning strikes the light shines in light and something sparkles in the cave catching Spike's attention as he squints and gets a closer look.

"What is that?" Spike asked. He approaches the object and as he gets close enough he discovers in his delight a mountain of jewels, diamonds, and gems around the cave.

"If this is what running away is all about, I never wanna go home! Gems! Mmm... Woohoo!" Spike cheered and dives in the mountains of gems chomping down every shining rock in his sight. He reaches to the point where his stomach is literally full as he pats on it satisfyingly producing a hiccup.

"Even if my tummy's full, the rest of me is still empty. I miss Twilight and the pony gang. But she doesn't love me anymore. So, I'm better off here, all by myself." Spike said sadly sucking on a diamond like a lollipop. Suddenly it's started steaming making Spike sweat a little.

"Wow. Seems to be getting warmer. The steam is great for my complexion, but it's sure getting hot in here." Spike said. And out of fear and curiosity he had a feeling he knows what the source of the hot steam is and slowly looked back to see a sight he regreted seeing. A humongous fully grown green dragon stares down at the pint size baby dragon with angry eyes and with steam flowing out from his snout which made Spike tremble in fear.

"What are you doing in my cave? And why are you eating my gems?" the dragon asked angrily and Spike spat out the gem he was sucking on.

"Heyah bro! I didn't know this was your cave. And I didn't know these were your gems, but... we're cool, right?" Spike asked nervously as the dragon nears it's face against Spike growling in response.

"Whoa, whoa! Hey... We're like brothers, you know? I mean, you're a dragon, I'm a dragon... It's us against the world, right?" Spike asked but got a roar from the gigantic beast which sends him flying to the pile of precious rocks.

"You don't scare me! So you're big. Really big. And your claws are super sharp. Tail... extra spiky. But, uh... You don't scare me!" Spike declared boldly and shot out a small green flame from his mouth.

"Ha! How'd you like that?" Spike asked confidently. The dragon took a deep breath and produced a scorching hot stream of fire from his mouth above Spike making smoking ashes from his top spikes.

"Uh... I'd love to stay, but gotta go! See ya! Wouldn't wanna be ya!" Spike began running under the dragon just before it produced another fire breath at where Spike was. Spike hid behind a rock hoping to trick the beast but the dragon slams it's sharp spiky tail onto the rock revealing Spike. He began running again trying to escape the dragon as it nearly snaps it's jaws on to him. Unfortunately he got himself cornered trapped with nowhere else to go as the giant breaths fire out of it's nose with fury growling at the panicking cornered baby. As he was about to accept his fate Spike heard a familiar bird call and looks up to see a wonderful sight. It was Owlowiscious swooping down attacking the dragons face head on as it tried to catch him. It gave it's tail a couple swings at the owl but missed him each time and eventually got tricked into hitting his own head from his very own tail with one of the spikes stuck into his forehead shortly recovering from it and scanned the cave to find the small owl.

"Spike! Over here!" a familiar voice called out. Spike looks over to the entrance of the cave and sees another happy sight as he sees Charles and Twilight waveing to get his attention urgently. As Owlowiscious distracts the dragon it gave Spike enough time to run out.

"Am I glad to see you!" Spike admitted as he runs for the exit.

"Hurry! Hop on!" Twilight urged which Spike did so and got on her back, Owlowiscious flying out ahead of them, the dragon shaking the earth with his foot falls.

"Here we go again," muttered Charles, then in a louder voice. "I'll distract him for a bit! Keep running, the trees will become too thick for him to follow!"

Twilight looked like she was about to argue, but she nodded and galloped away, Spike bobbing up and down on her back. Surpressing his fear as best he could, Charles looked right up at the dragon, who was about to lunge at him. Hoping this would work, he conjured up colour words saying STOP. Surprisingly, it did, the dragon looking a little confused at this display of magic. Now that he had paused, perhaps he could be reasoned with…

"Okay now then, Mr. Dragon," Charles began. "My friend, he no doubt upset you in some way-"

"He ate my gems!" thundered the dragon.

"Right… um, so anyway." Swallowing Charles continued. "So um… I'm sure he didn't mean any uh… offense, sir so… maybe we could just… call this one an accident and uh… move on?"

"Perhaps." He snorted steam. "Or perhaps I could eat you instead, then we could 'move on.'"

"Ah… I know you might say that…" Charles said as he 'prepared' his 'magic horn blade' and hold the dragon off. He slashed and beat the dragon. This dragon wasn't as strong as the one from the mountain. "Return to your cave! Don't ever let me catch you trying to hurt my friends again, or you will regret leaving your cave the second time!" He said after he beat the dragon and it leaves for it's home.

Charles dashed away as fast as he could back into the depths of the forest and he reached the edge of the forest, spotting his friends by a tree. He stopped next to them, wheezing and panting.

"Charles!" Twilight caught him a tight hug. "You're okay…"

"That's… debatable…" He was still catching his breath and could barely speak.

"I was so worried…" Her face was full of relief, then she frowned and punched him on his leg. "Charles de Batz-Castelmore d'Artagnan, you might be the most reckless and arrogant pony I have ever met."

"No…arguments… here…" he panted.

"How many times are you gonna throw yourself in front of a monster like that?"

"Believe me… I don't want to make a habit of it…" he felt bad for making her worry, but a little proud that he'd at least been able to try and protect her and Spike.

"I almost lost one of my best friends today…" It sounded like she was trying hard not to cry.

"I… I'm sorry Twilight…" he hung his head, but it was lifted up gently by Twilight, who held his gaze.

"Apology accepted. Just… try not to do it again, okay?"

"Yes Twilight" They both exchanged a smile at the tender moment, before Twilight turned to Spike.

"Spike, we were so worried about you. I was so worried about you. Why did you run away?"

Spike too now looked guilty. "I thought you didn't need me anymore. And that you didn't love me anymore." Pity for his friend welled up in Charles' chest.

"Spike," Twilight began gently, "sure, I was disappointed, but you are my number one assistant! And friend. And you always will be. It's just that sometimes I need some help at night. I can't ask you to stay up late. You're a baby dragon and you need your rest. And I can't ask Charles either. Owls are nocturnal. So I asked Owlowiscious to help. But not to take your place. No one could ever replace you, Spike. Not even when you are being a jealous numbskull."

"I'm sorry, Twilight. I never should have been so jealous," he admitted.

"And I'm sorry too, Spike. I should have been more sensitive," said Twilight.

"I'm at fault here too," Charles put in. "As your friend and fellow assistant, I should have tried to help you with this, rather than let what happened happen. You're still my friend and always will be." He offered his hoof to claw.

"Thanks buddy." Charles was surprised when Spike hugged him instead, which he returned, patting him on the head.

Spike then looked up at his rival, who was perched on a branch nearby. "And Owlowiscious... I know now that you weren't out to take my job. Forgive me?"

"Hoo?" replied the owl.

"Me. Forgive me, Spike."

"Hoo!"

"He forgives you," Twilight told him.

"Hey! How did you guys know where I was?" he suddenly asked.

"It was your ketchup covered feet. Owlowiscious discovered your footprints and we followed them all the way to the cave," she explained.

"Funny how things work out like that," remarked Charles.

"Oh yeah, the ketchup. It looked pretty real though, didn't it?" he said, referring to the earlier incident. Twilight just glared at him, making Spike giggle nervously.

With that, the four librarians set off for home, soon just being able to laugh about what happened, the jealousy incident completely forgotten. Charles was just glad to have his little friend back. This was going to make an interesting report to the Princess for sure.

As they walked, he looked up at Owlowiscious, who was flying overhead. The owl had certainly proved useful in his own right. He was intelligent, loyal to his friends and rather good company, though not in the same way a pony was. It was a simpler kind of company, one that was inspired by loyalty and care, the kind of thing that only a pet could give. It occurred to him that the others all had pets too, with the exception of Rainbow Dash. For the first time, Charles could see the appeal of them.

Perhaps he should get one…

Disclaimer: I own only the following: Charles and his Pet

Self made Episode Chapter 24.5: The Pony And The Eagle

Daytime at Carousel Boutique...

"Thanks for inviting me over for tea Rarity!", Charles said. "It was my pleasure dear," she insisted, returning the smile.

Earlier Rarity asked Charles to have tea with her. After yesterdays fiasco he thought of getting a pet. He noticed Rarity was giving him that knowing smile across the table. "What's on your mind, darling?"

"Nothing… just uh…" Charles felt his face become red. "I've been thinking about um… getting a pet."

"Really? A pet?" She seemed a little surprised at this statement, but her smile brightened. "Well, that's just marvellous. What did you have in mind?"

"I'm not really sure yet, I'm still thinking about it." Something brushed against his leg and he looked to see Rarity's cat, Opalescence curl up under the table between them. "Would you say it's worth getting one?"

"Oh yes, of course, I couldn't imagine the Boutique without Opal here. Isn't that right Opal?" The cat opened her eyes lazily in acknowledgement and drifted back off to sleep again. "You see?"

"I certainly do." He would have reached to stroke her, but the last time he did he just received a nasty scratch. "What made you pick Opal?"

"I suppose… I never really thought about it," she admitted, gazing fondly at her pet. "As soon as I saw little Opal as a tiny kitten, I just knew that she was the one for me. It's one of those things that you just know at once."

"Intuition," said Charles simply.

"That's it exactly. I'm sorry I can't be more help Charles."

"It's okay, in fact…" He paused to take a sip from his tea, "you've given me something to think about at any rate, so thanks."

"I'm glad I could help. Biscuit?"

Charles thought long and hard about what would make a good pet for him. There were thousands of different species of animal in Equestria, but only some of those were able to be adopted by ponies as companions. At the minute, he didn't have any kind of particular preference and maybe that was his problem. He didn't know exactly what he wanted from a pet and so he couldn't decide as a result. So, he eventually realised that he would need to get information from another source before trying to make up his mind, one who knew more about animals and pets than anypony else that he knew. So he was now arriving at Fluttershy's cottage, which was as lively with animal life as it always was.

He approached the door and knocked politely on it. Seconds later, Fluttershy's timid head emerged slowly, until she realised who it was. "Oh, hello Charles. Please, come in…"

"I'm not bothering you, am I?" he asked her, as he usually did when he visited.

"Of course not. Can I make you some tea?"

"That would be nice, but I came here to request your assistance on a personal matter."

"Really?" She paused to give a nut to a squirrel, who chirped her thanks. "What do you need my help with?"

"Well, due to recent events, I have considered getting a pet, but am relatively unsure as to where to start looking." He smiled as her face lit up at the mention of the word 'pet'. "I was wondering if you could advise me as to where to start."

"A pet? For you? Yes, yes of course I can help!" She sounded positively ecstatic at the idea. "In fact, I can do much more than that. Come on!"

With that, she grabbed his hoof and took him outside to the garden behind her house. Here, Charles could see that there were literally dozens of different animals to choose from, mammals, reptiles, birds, they were all gathered here in a kind of strange showcase of wildlife. Fluttershy floated gently up to the centre of them, spreading her hooves out wide at them all.

"You can choose a pet from all of the ones here! Don't you just love them? Isn't it wonderful?" He couldn't help but laugh at how happy she was at the prospect of it.

"It certainly is," he admitted. "Very well then, let's see what you've got."

"Oh my goodness, just you wait. I have so many wonderful choices for you to decide." Still in a bit of a happy daze, Fluttershy began to show him around all of the assembled creatures present.

First she showed him a few pets that most ponies would commonly own, such as dogs, cats and hamsters. While these were all cute, adorable and friendly, Charles saw a wrinkly dog "Hey Fluttershy why this dog all wrinkly?" he asked. "Oh that's a Shar-Pei." Fluttershy answered. Charles was confused "What the heck is a Shar-Pei?" "A chinese fighting dog." Fluttershy answered. Charles like the sound of that "Oh, I like the sound of that!"(1) "So do you want him?", Fluttershy asked. "Humm... I put him on the Maybe List."

Next, she showed him a collection of reptiles, lizards, snakes and tortoises, slithering and hissing. Charles was so Interested until he saw a rather hopeful tortoise plodded over and gazed up at him, giving him a rather wrinkly smile, as if saying 'please pick me.'

"Oh he's always hoped to be somepony's pet," Fluttershy explained.

Charles smiled sadly back at him. "Sorry little fellow, but you're not what I had in mind. Besides, I think you were meant for somepony else. Your time will come."

The shelled reptile looked a little disheartened, but still kept that smile as he slowly plodded off once more.

Despite his rather difficult compliance, Fluttershy didn't seem in anyway perturbed or hopeless at this. In fact, it only seemed to make her more determined to find the perfect companion for him. It was like everything he said 'no' to just gave her a better idea of what exactly to look for. When he declined having an insect, or arachnid, as a pet, she stopped to think for a moment and suggested that perhaps he would like a bird as a pet. Feeling intrigued by this, Charles obliged and was soon looking at all manner of creatures that flew or had feathers.

"Hmm… I don't think a flamingo," he declined, as the pink bird waddled by. "It's too… flashy."

"Don't worry, there's still plenty of choices," she said encouragingly. "Would you consider something along the lines of maybe a sparrow or a finch?"

"Too small. Maybe something a little larger."

"Like a flacon or an eagle, perhaps?" As she prompted this, the birds of prey landed beside her, glaring at him with fierce eyes.

"Ooohhhh I like that. What breed of falcon and eagle Do you have?" he clarified.

Within seconds, he was carefully looking over what looked like every species of falcon or eagle on offer. He was rather drawn to a peregrine falcon, but eventually decided it wasn't quite right for it was too fast. The bald eagle but it was too big. Like the others similar to it, the Mauritius Kestrel but it was small. When it seemed like they were reaching the end of the choices, Fluttershy said that she had one more on offer. They crossed over to a tree, where there was a nest, large enough for a bird to make its home.

"Come on out, there's somepony here to see you," she coaxed gently. There was no movement within. "I'm sorry, this one's reckless and arrogant."

"Really?" This alone appealed to Charles because this thing have his Personality and characteristics. "May I try?" She nodded and he look up. "Hello? Are you up there? I just want to see you."

He thought he could see something stir in there and knew he was making progress. Taking the advantage, he pressed on, as gently as he could.

"I understand you're reckless and arrogant, I can be too you know. Maybe that's something we have in common. Their's no reason to be up there, I'm an okay guy. Come on out… please?"

At first, there was nothing. Then, a pair of yellow eyes looked down, the occupant of the nest flew down. As soon as the bird landed the bird was brown, with a pale gold color on the back of the crown and nape, and some grey on the wings and tail.(2) Charles knew instantly that he'd found the pet for him.

"Wow, even I have difficulty getting him to come out," remarked Fluttershy. "I think he really likes you."

"I think so too," agreed Charles, offering his foreleg for the Golden Eagle to climb on. He stared at it for a few seconds, as if it strong. Then, stepped out slowly and perched himself on it, giving a loud screech.

"Perfect! Oh this is wonderful, you're going to be the best of friends, I just know it!" Grinning at her success, she gazed fondly at the two of them. "We're having a pet play date tomorrow you know. You can come along to that and show him to everypony."

"Well that depends… do you mind?" The Eagle shook his head. "Okay then, we will. Thanks Fluttershy."

"It was my pleasure. Oh, what are you going to call him?"

Charles looked over his new companion, as he look at him proudly. "I'll tell you tomorrow…"

"Here we are Owlowiscious," Twilight said, as the two of them approached the group of ponies with pets.

They'd all gathered here for their first play date, or rather Twilight's first play date, with their pets. She had Owlowiscious perched on her back, Rarity sat proudly with Opalescence, Applejack was playing with her dog Winona, Pinkie had Gummy biting onto her head and Fluttershy was just arriving too with her rabbit Angel. Twilight could tell already this was going to be a fun day. It was just a shame Rainbow Dash and Charles couldn't come along…

"That all-a us?" Applejack asked, as Twilight joined them.

"Not quite, Charles is just coming now," Fluttershy told them.

"Really? Charles has a pet?" asked Twilight, surprised at this news.

"Yes, he just got one yesterday. He wanted to keep it a surprise for today."

"Ooh, a new friend for Gummy!" exclaimed Pinkie excitedly.

"Oh, wait till you see… look, here he comes." She pointed to their one male friend trotting over. There was no sign of any animal with him though.

"Hey Charles!" greeted Pinkie, still having Gummy clamped to her head. "Where's your pet?"

"Oh He's…" He looked around, bewildered. "Darn He's around somewhere, hold on…" He turned around and called out. "Zeus(3), come over here! I want you to meet my friends!"

They waited a few minutes after this call and soon heard the flapping of wings. They looked up and Twilight actually gasped. A Big strong Golden Eagle flying. The way he flew is was more like a Hurricane, having taken on some strange life of its own.

He flew onto Charles' outstretched leg and look at the others proudly. Immediately, Twilight could see why he had picked this Eagle as his pet, it's that they are both strong. It suited him so well.

"There we go." he said. "Ladies and pets, I'd like you to meet my pet, Zeus."

"Oh Charles, he's handsome," remarked Rarity, gazing with awe at the bird. "Oh isn't he a treasure?"

"Dad gum," commented Applejack. "Now that's a fine Eagle, if ever ah saw one."

"See, I told you they'd like you." Charles said to his pet.

Gently prompted, Zeus hopped off Charles's leg and onto the ground, look at the others. He let out a loud screech by way of greeting, the other animals seeming to recognize the similar Personality and characteristics both bird and pony have.

"You've definitely found something special with this little darling," agreed Rarity. "What made you choose him?"

"Well, both of us have the same Personality, not meaning to sound like I'm blowing my own trumpet," he added modestly.

"You might have at least told us you have a trumpet. I love trumpets!" Everypony stared at Pinkie. "What? I do!"

"Clearly.", He said.

"Aw, ain't that sweet?" remarked Applejack, Winona wagging her tail behind her.

"Well... I thought so..." Charles' cheeks went pink.

"I'm sure you'll do a great job and we'll help you along with it too," encoruaged Twilight proudly, her own owl hooting in agreement.

He gave her one of his warm smiles that he seemed to reserve just for her. "Thanks Twi, that means a lot..."

"Well come on then!" yelled Pinkie. "Let's go and have some fun." Bouncing off, the six of them set off to play with their pets together.

Charles spar with Zeus all day.

Notes

(1) This line is from a tv show Called Johnny Test.

(2) This is the colors of The Golden Eagle.

(3) I named the Golden Eagle Zeus because the Golden Eagle is the sacred bird of The Greek God Zeus.

Disclaimer: I own only the following: Charles, and anything that doesn't happen in the show proper.

Chapter 25: Party of One

On another glorious day in Ponyville where the sun was shining and everypony was out enjoying the weather Charles d'Artagnan and Twilight Sparkle were at the library reading books and learning new spells to conquer. Just then their door knocks and they opened it to see Pinkie Pie.

"Oh! Hi, Pinkie Pie…" Twilight greeted.

"What brings you-" Charles was then cut off as Pinkie starts to sing another song with a party hat on her head and a clown nose.

Now Playing: Pinkie's Singing Telegram

This is your singing telegram

I hope it finds you well♪

You're invited to a party♪

'Cause we think you're really swell!♪ Pinkie sang with Charles and Twilight staring blankly. She brings along her baby alligator pet Gummy who also is wearing a small party hat and happens to be his first birthday as he comes along with Pinkie to pass invitations while changing different attires at each place they go to. They come to Rarity's wearing black musician suits with top hats.

Gummy's turning one year old♪

So help us celebrate♪

The cake will be delicious♪

The festivities first-rate!♪ Pinkie sang another verse to Rarity as she too gives a confused look. They move on to Applejack's where confetti and streamers flow to the ground from an exploding confetti machine Pinkie is wearing as Gummy catches a streamer.

There will be games and dancing♪

Bob for apples, cut a rug♪

And when the party's over♪

We'll gather 'round for a group hug!♪ Pinkie sang as Applejack gives a blank expression too. Soon they borrow Twilight's hot air balloon in order to get up to Rainbow Dash's house in the sky with Gummy holding on to the balloon with his mouth.

No need to bring a gift♪

Being there will be enough♪

Birthdays mean having fun with friends♪

Not getting lots of stuff!♪ Pinkie sang this time however she was getting really tired from singing with Dash staring confusingly as well. Their final destination is at Fluttershy's cottage where she wears a birthday cake suit and hat getting really fatigued with Gummy on her back.

It won't be the same without you♪

So we hope that you say yes♪

So, please, oh please R.S.V.P♪

And come, and be our guest!♪ Pinkie finally finished and let herself fall to the ground in exhaustion with Fluttershy looking down in worry.

End Song

The two managed to return to Sugarcube Corner where Pinkie slowly walks upstairs to her room weakly where the party is already set up their.

"Next time, I think I'll just pass out written invitations." Pinkie noted in a dry voice and let herself collapse to the ground with Gummy landing on top waiting for their guests to arrive to celebrate a party thrown by the one and only Pinkie Pie party thrower extraordinaire.

Soon the guests arrive and the party had just begun in Pinkie's room as Charles, Twilight, and Pinkie dance to the music playing while Applejack and Dash bobbed for apples and Fluttershy and Rarity talking about their latest activities. Applejack managed to catch an apple from the water filled bucket and eats it whole.

"Nice one! Now, let me show you how it's really done." Dash said as she prepares herself to bob for an apple.

"Hey, girls!" Pinkie greeted.

"Hey, Pinkie Pie!" Dash greeted back.

"Howdy!" Applejack joined.

"[squeal] Just wanted to tell you how happy I am that you can make it to Gummy's party." Pinkie said joyfully.

"Are you kiddin'? Ah wouldn't have missed it for the world." Applejack said.

"Me neither. When Pinkie Pie throws a party, I am there!" Dash declared and dived her head in the bucket and resurfaces with an apple in her teeth.

"Ta-da!" Dash muffled through the apple in her mouth.

"Aw! It's just a boring old apple. Don't worry, there are plenty of other surprises in there." Pinkie assured which made Dash spit out the apple at Applejack's face.

"What kind of surprises?" Dash asked excitingly.

"I can't tell you that, silly. Then it wouldn't be a surprise." Pinkie said playfully and the two look in the water with curiosity and dipped their heads into the water. Applejack managed to catch a green apple but it appears to be on a spring and pulls her back into the bucket. Dash comes out with Gummy nearly devouring her whole face which made Applejack chuckle from the sight and Dash sends Gummy away with an embarrassed look encompassing her. Rarity sips the remains of her punch and Pinkie comes over and kindly pours more in for her.

"This punch is simply divine. Is this the same recipe you used for your 'Spring Has Sprung' party?" Rarity asked.

"Nope! Something new." Pinkie answered. They look at the punch bowl and sees Gummy lying in it which made Rarity's eyes widened in realization on what it is and spat it at Pinkie's face without even flinching keeping a gleeful smile.

"It's Gummy's favorite." Pinkie said. Rarity looked at Charles and Twilight nearby with a worried look and Charles patted his cheek with his hoof signaling to hold it in. Hesitantly Rarity gulped nervously and started sipping the punch holding it in her cheeks just as new music starts playing.

"Ooh, this is my jam!" Pinkie stated before rushing to dance to the beat as Rarity comes to a nearby plant and spits out the tainted punch. Pinkie joins Charles, Twilight, and Fluttershy as they dance to the catchy music.

"Having fun?" Pinkie asked.

"A blast!" Twilight answered.

"Absolutely!" Charles agreed.

"You always throw the best parties, Pinkie Pie." Fluttershy joined.

"They're always the best parties 'cause my best friends are always there!" Pinkie declared happily. As they dance Pinkie accidentally bumps Charles, Twilight and Fluttershy sending them flying to the walls.

"C'mon, everypony! Gummy wants to dance! Go, Gummy! It's your birthday! Go, Gummy! It's your birthday!" Pinkie cheered as the group gathered around Gummy as he just waggles his tail to the beat while the others continue to dance and have fun. Later that night the gang got to the point of finishing up the night and head for their homes with Pinkie watching from the window of her room.

"Hooie! Ah am beat! I haven't danced that much since... Well, since your last party. Thanks again for the invite!" Applejack thanked as she leaves.

"See ya later, birthday alligator!" Dash said leaving as well with Fluttershy and Rarity by her sides.

"Bravo for hosting yet another delightful soirée." Rarity complimented.

"It's been lovely." Fluttershy added.

"You sure you don't wanna stay? There's still some cake left." Pinkie offered to Charles and Twilight.

"Uh, I think we're gonna pass." Twilight declined.

"Yeah, we're pretty tired from all the awesome dancing." Charles said.

"Great party though. We should do this again soon." Twilight added and the two leave giving Pinkie an idea from the last statement.

"[gasp] We should do this again soon!" Pinkie agreed excitingly. The next morning the sun rises with birds chirping from the awakening of dawn. Charles was up early and was on his way to Sweet Apple Acres to... prepare for something.

"Okay, I better get head to AJ's to get ready early. I can't believe we're actually doing-" Charles was caught off guard by a shear surprise.

"It's soon!" Pinkie announced in front of Charles with a basket hat on her head with invitations in it startling him and made him jump with a shout.

"Oh. Morning Pinkie, and... what?" Charles asked confusingly.

"It's soon! After hearing Twilight mentioning about having another party soon, I thought of throwing another party at the time and right now, it's soon." Pinkie said offering a invitation to Charles and he 'opens' it.

"'You're invited to 'Gummy's After-Birthday' party. This afternoon at 3 o'clock?" Charles read which made him widened his eyes at the last part.

"Is it exciting? I'm going to be inviting everypony again and we'll have much more fun than the last!" Pinkie declared.

"Uh, this afternoon? As in this afternoon this afternoon?" Charles asked nervously.

"Yes siree!"

"Umm, I would love to, really, but I... uh... have to work on my spells and techniques. Yeah, that's it. Got to work on them to get stronger, right?"

"Oh, I see. That's alright, no worries! Having the rest of the pony gang is still party occupation!" Pinkie said as she hops her way to the library. Charles sighs in relief as she's out of sight and resumes his trip to Sweet Apple Acres. Soon at the library Twilight remained asleep in her bed until she heard knocking on the door. She wakes up tiredly with her hair mussed and walks to the door. She opens it to see Pinkie.

"Oh! Hi, Pinki-" Twilight greeted.

"It's soon!" Pinkie declared scaring Twilight making her hair stick up in shear surprise.

"Pardon me?"

"You said we should have another party soon, and... it's soon! Here's your invitation!"

"'You're invited to 'Gummy's After-Birthday' party. This afternoon at 3 o'clock?'"

"All our bestest friends are invited, and there's gonna be dancing, and games, and cake, and ice-cream, and punch!"

"This afternoon? As in, this afternoon this afternoon?"

"Yes, indeedy!"

"Oh, gosh. I wish I could make it, but I've gotten a bit behind in my studies. I've really gotta hit the books." Twilight said using her magic and making a huge pile of books behind her.

"I understand. Your studies come first. But don't worry, we'll be sure to save you some cake." Pinkie said while departing.

"Please do."

"Oh! And Twilight, you shouldn't hit the books. You should really just read them."

"I'll keep that in mind." Twilight said with a smile. At Sweet Apple Acres Applejack starts pulling three connected carts full of apples she harvested and was taking them to the barn until Pinkie's head pops out of the haystack near the entrance.

"Huh? Oh, hi, Pinkie Pie! What brings you 'round these parts?" Applejack asked.

"Who's ready to shake their hoof-thang?!" Pinkie asked shaking her flank to emphasize as Applejack takes an invitation from Pinkie's basket hat.

"It's an invitation to 'Gummy's After-Birthday' party this afternoon. There's gonna be dancing, and games, and cake, and ice-cream, and punch!"

"This afternoon? A-as in, this afternoon this afternoon?"

"That's funny. That's just what Charles and Twilight said, and the answer is, Yes! It's this afternoon!"

"Uh, well, ah... ah... uh... ah don't think I can make it 'cause... uh... ah have to... uh... uh, you know what? Ah... uh... pick apples! Yep, apples! 'Cause that's what we do! With the... apples. We, uh... pick 'em!" Applejack stuttered as she tried to come up with an excuse with a nervous smile. Pinkie starts staring at Applejack suspiciously knowing that this is the element of honesty she's talking to and she rarely makes a lie. Applejack chuckled nervously and gulped as Pinkie intensifies her stare.

"Okey dokey lokey! A party is still a party, even if there are only three guests." Pinkie said changing her expression to a gleeful one and trots off with Applejack sighing in relief.

"Is she gone?" Charles whispered appearing from the barn.

"Yeah."

"[sigh] Good. That was a close one. Okay, we have to hurry this up faster than anticipated. Who knows how well the others will be handling it?" Charles urged as they worked on something inside the barn. At Carousel Boutique Spike helps Rarity take the dirty trash out grunting as he slides it out to the streets but getting him smelly and dirty in the process.

"Anything else I can do for you, most beautiful one?" Spike asked dreamily. Rarity sniffs Spike and pulls away from the foul smell with a whimper.

"Hmm... perhaps you could take a bath. How do I put this delicately? You smell like a rotten apple core that's been wrapped in moldy hay, and dipped in dragon perspiration." Rarity stated and despite the comment Spike sighed dreamily and floats in the air with a dreamy smile. Rarity pushes the floating dragon away sending him back to the library. Pinkie then appears next to Rarity watching Spike go and Rarity notices Pinkie with her basket hat.

"Ooh! Love the new hat. Very modern. What's the occasion?" Rarity asked.

"Gummy's after-birthday party is this afternoon. I'm delivering the invitations." Pinkie answered.

"The party is this afternoon? As in, this afternoon this afternoon?"

"Oh... do they?"

"I know it's short notice, but we had such a great time at his birthday party, I thought we could have even more fun at his after-birthday party."

"And I'm sure that we would, but I'm going to have to decline. I have to... wash my hair!"

"Don't be silly, your hair doesn't look dirty."

"It doesn't?"

"Nope!" Pinkie assured. This made Rarity take things into drastic measures and rushes to the trash can. She hesitated for a moment until regrettably dunked her head into the filthy pile of garbage.

"See? [belch] Dirty! I have to go!" Rarity quickly ran into the boutique and slams the door leaving Pinkie confused.

"Huh... No Charles, No Twilight, no Applejack, no Rarity. Oh well, a party is still a party even with only two guests." Pinkie said happily. She moves on to Fluttershy's cottage where both Fluttershy and Dash are at and received the party invites.

"This afternoon?" Dash asked.

"As in-?" Fluttershy was about to ask the same question.

"Yes! As in, this afternoon this afternoon!" Pinkie finished knowing what she was going to say.

"Oh, man! We'd love to, but... we're... house-sitting this afternoon." Dash excused nervously.

"[sigh] Both of you?" Pinkie asked sadly.

"It's... uh... a big house." Fluttershy explained as Dash writes a fake watch on her hoof with a pencil.

"Uh, look at the time! We'd really better get going." Dash said as she and Fluttershy were about to fly away.

"Wait! Maybe I could bring you some after-birthday cake and ice-cream. Who're you house-sitting for?" Pinkie asked.

"Harry." Dash answered.

"Harry?" Pinkie asked.

"Yeah, I don't think you know him."

"That's strange. I know just about everypony around here."

"He's... a bear." Fluttershy added.

"A bear?" Pinkie asked with Fluttershy giving a wink at Dash.

"Yup! He's a bear all right, and he'll be pretty upset if we don't get over to his house soon." Dash said just as the two pegasi were about to leave again.

"Wait! There's a bear around here who lives in a house?" Pinkie asked curiously.

"It's, uh, really more of a cave." Fluttershy explained nervously.

"But he's fixed up the place so much it feels like a house." Dash said.

"And, uh, he wants us to look after his house... uh, cave... while he's, uh..."

"A-at the beach!"

"He's vacationing at the beach?" Pinkie asked confusingly.

"Yup! He loves to..." Fluttershy tried to think of something along with Dash.

"Collect sea shells! ...Play beach volleyball! ...Collect volleyballs!" Fluttershy said with Dash saying the complete opposite.

"Play beach volleyball! ...Collect sea shells! ...Play sea shells!" Dash said with Fluttershy also stating the opposite of what she said and the two flew still with nervous looks on them.

"Gotta go!" Dash said and with that she and Fluttershy flew off leaving Pinkie dazed and confused about her friends. She returns to her home lying on the ground while thinking over the suspicious acts from her friends as Gummy plays with a ball of yarn.

"Something strange is definitely going on around here, Gummy. Sure Rainbow Dash and Fluttershy had to house-sit for that vacationing bear, but what are the chances all my other friends would have plans this afternoon too? Rarity has to wash her hair? Charles has to practice his spells? Applejack has to pick apples? Twilight is behind on her studies, and has to hit the books? The more I think about it, the more those are starting to sound like... [gasp] excuses!" Pinkie declared shockingly while resting by her window. At that moment she noticed something rather peculiar and hid half of her head under the window but kept eye sight on what she's witnessing. It was Twilight tip toeing her way to the bakery looking around her to make sure no one is watching her and Pinkie sees her enter.

"That doesn't look like studying... or hitting!" Pinkie said making a suspecting look on the situation. Meanwhile downstairs Twilight hits the desk bell and Mrs. Cake comes in from the kitchen.

"Ooh! You must be here for-" Mrs. Cake was about to assume something until Twilight stopped her.

"Shh! Is Pinkie Pie around?" Twilight whispered.

"Oh, I don't think so." Mrs. Cake said.

"Good. I don't wanna her to know anything about this." Twilight said just the moment an empty tin can with a string attached to it lowered between the two without noticing.

"Yes, of course. I'll be right back." Mrs. Cake said as she heads back to the kitchen with Pinkie listening from above.

"But... we're friends. What wouldn't Twilight want me to know anything about? [gasp] She's coming back." Pinkie said to herself hearing Mrs. Cakes steps.

"There you go." Mrs. Cake said giving Twilight something.

"Thanks, and remember, not a word to Pinkie Pie. Hey! What's with the tin can?" Twilight notices the can and started yanking it pulling Pinkie down. Pinkie pulled back with more force thus snapping her can and sends the one below to Twilight's snout with a yelp. The can was stuck on Twilight's snout and mouth and was able to push it back with the parts keeping the shape of the can. After readjusting herself she continued tip toeing secretly through the streets of town with a box on her back making sure Pinkie isn't in sight. Little did she know though Pinkie was following not too far behind with Gummy determined to find out what she's hiding along with the others.

"Time to get to the bottom of things!" Pinkie said and put on a glasses mustache nose disguise and follows cautiously. At one point Twilight looked back just the moment Pinkie hid behind a market stand hoping Twilight didn't see her. Gummy accidentally fell off of Pinkie landing in eye sight but Pinkie managed to pull Gummy back before Twilight resumed sneaking to wherever she's going.

"[gasp] I think our cover's been blown! We'll need a new disguise." Pinkie whispered. Twilight sneaks her way to Carousel Boutique and rings the door bell with Rarity coming out suspiciously looking around to make sure no one's watching.

"She didn't see you at the sweet shop, did she?" Rarity whispered.

"I don't think so." Twilight whispered back.

"Oh, good. I'd hate for her to ruin everything."

"Me too." Twilight agreed. She slid the box off near Rarity and walked off. Rarity stepped in front of the box and secretly tip toed to town with it in her curly tail. Pinkie hid in a haystack and managed to get some eye sight after hearing the conversation. Gummy pops out on top of her and sneezed from the hay. Soon Rarity arrives at an alley way where Fluttershy has been waiting and winked at her with Pinkie not too far behind wearing a coat and hat on the haystack.

"Have you seen her?" Rarity whispered.

"Not since this morning." Fluttershy replied quietly.

"Me neither. Can you believe she was planning on throwing an after-birthday party today?"

"I'm just glad I was able to come up with an excuse for why I couldn't be there."

"Me too! This is obviously going to be so much better." Rarity stated. Hearing this just wants to make Pinkie cry.

"As long as we keep her from finding out about it, it will." Fluttershy reminded with Rarity nodding in agreement. Rarity sets the box down and was about to leave.

"See you later!" Rarity whispered and left with Fluttershy taking the box and approached Pinkie's direction. Pinkie noticed this and tried to hop away in the hay but crashed into a wall and was tumbling back bumping into Fluttershy. After regaining her composure she gasps to the haystack wearing a coat and hat with eyes. This made her scream and took off with the box.

"I thought everypony loved my parties." Pinkie said glumly.

"Hi, Pinkie Pie! ...Uh-oh!" Dash walks by and realizes it was Pinkie under the hay and flew off in a hurry.

"Rainbow Dash! Wait!" Pinkie called out trying to catch up while hopping in the hay. Dash flies a couple corners to try and lose her and slows down thinking she did with a sigh of relief.

"Where're you going?!" Pinkie pops out of a barrel angrily and Dash shouts from the surprise before flying away again. She flies her way to the school bell hiding under it. Somehow however Pinkie was already waiting for her as the clapper.

"What's the real reason you didn't want to come to Gummy's party?!" Pinkie demanded an answer startling Dash again. She zooms out and tries heading for the tallest sight at the mountains. She struggles to climb on the cliff until a pink hoof was offered to her and accepts it only to find Pinkie was again a step ahead of her and glares at her furiously. She notices the saddle bags strapped around her.

"WHAT'S IN THOSE BAGS?!" Pinkie screamed. Dash flies off again with Pinkie following. At Sweet Apple Acres Applejack was about to head into the barn until she notices rainbow and pink streaks approaching from the distance.

"Applejack! We have a problem!" Dash said flying to the barn with Pinkie somehow managing to keep up with the speeding pegasus. Applejack gasped and quickly shut the barn doors just as Dash entered. Pinkie stops at the door and starts banging her head on the door.

"I know you're IN THERE!" Pinkie shouted in pure anger as Applejack opens the door.

"Oh! Howdy, pardn'r!" Applejack greeted trying to keep a straight face.

"Mind if I... take a look inside the barn?" Pinkie asked still expressing how enraged she is.

"No! Uh, I mean, yes, I mean... you can't come in here!"

"Rainbow Dash just went in there."

"Oh, well, she was just bringin' in some... supplies! Yup, supplies for the... renovation! Fixin' up the whole thing, top to bottom... uh, lots of construction goin' on in there right now."

"You heard her! Construction!" Dash whispered just loud enough for Pinkie to hear as they do construction noises while Applejack tries to hold an uneasy smile to an angry Pinkie. She knew she was being lied to and tried to get a good view on what they're really doing in there but Applejack blocks her view. She tried seeing from the top by extending her neck but Applejack repeated the action. Pinkie then tried forcing her head in against Applejack's nose with Applejack trying to push back in a battle to see what's in the barn. In one last attempt of desperation Applejack had no choice but to slam the door right on Pinkie's neck preventing her from entering any further. Pinkie pulls herself out of the door dizzyingly.

"Yup! Construction! That's my story, and I'm stickin' to it. [nervous laugh]" Applejack laughed uneasily with Pinkie raising her eyebrows as Applejack gives out another gulp. Pinkie intensifies her look which made Applejack hold her smile by just a thread. After moments of intense staring Pinkie decided to let it go for now.

"Okey... dokey... lokey." Pinkie said slowly before walking away as Applejack sighs in relief. Pinkie suddenly comes back with her nose against Applejack's again before leaving again with a watching eye on her. Again Applejack sighed along with the rest of the gang inside. Back at Ponyville Pinkie paces back and forth with Gummy watching blankly.

"Secrets and lies! It's all secrets and lies with those ponies! They're up to something, Gummy! Something they don't want me to know about! Well, I'm gonna know about it! I'm gonna know about it big time! And I know just who's gonna tell me all about it. Tell me all about it BIG TIME!" Pinkie declared determinedly. She was talking about Spike who thinks he is in the whole part as well. She shows him a whole plate of gems at her house which made Spike widened his eyes in delight.

"Wow! Nice spread!" Spike said.

"It's all yours, Spike." Pinkie said just before she brings a spotlight over and pulls Spike's tail to Gummy and bites on it holding Spike into place on the chair as the lights turned off and the spotlight turning on Spike's face in an uncomfortable bright beam.

"All you have to do is talk." Pinkie instructed in an interrogating look.

"That's it? Oh, you got it. Okay... uh, beautiful weather we're having, eh? I love sunny spring day, don't you? The birds chirpin' and the flowers bloomin'."

"No, no, no. Talk about our friends."

"Oh? Okay. Let's see, there's Twilight Sparkle. She's a unicorn. Good with magic. A real brainiac. There's Charles really strong. And then you got Rarity. Total knock-out. Charles and Twilight seem to think I don't even have a chance with her, but... eh, what do they know? Let's see. There's... there's Fluttershy, a Pegasus who's afraid of heights. Heh, what's up with that?"

"Grr! No! You're not understanding me! I want you to confess!" Pinkie explained frustratedly.

"Confess?" Spike asked confusingly.

"Confess!"

"I'm the one who spilled juice all over Twilight's copy of 'Magical Mysteries and Practical Potions'!"

"And?"

"And I'm the one who used up all the hot water in Ponyville yesterday when I took a seven-hour bubble bath!"

"Aaand?"

"And sometimes... when no one's around... I do this: Lookin' good, Spike! Lookin' real good!" Spike said to himself after grabbing a mirror and posing himself in front of it making Pinkie blink a couple times but shook her head.

"No! No! No! NO!" Pinkie shouts angrily pushing the mirror away.

"W-What you wanna hear? Tell me what you want me to say, and I'll say it!" Spike said.

"Tell me that my friends are all lying to me and avoiding me because they don't like my parties, and they DON'T WANT TO BE MY FRIENDS ANYMORE!" Pinkie screams in absolute rage frightening Spike a bit as she pants in uncontrollable anger.

"Your friends are all lying to you and avoiding you 'cause they don't like your parties and they don't want to be your friends anymore!" Spike repeated Pinkie's words as she wanted to hear.

"Ah-ha! I knew it!" Pinkie said in triumph. But after realizing what she wanted to hear her suddenly deflates into her original long style mane and darker gloomier pink from so long ago and turned into a depressed look.

"Oh no, my friends don't like my parties and they don't want to be my friends anymore." Pinkie repeated her own words in complete sadness.

"Uh... so..." Spike wanted to know if he can have the plate of gems now and Pinkie slides the plate over to him and Spike starts munching on the jewels happily while Pinkie sighs in sadness. Later after Spike finished eating his treat and leaving Pinkie alone she calls over her other friends.

"Thank you all so much for coming! It means so much to Gummy." Pinkie thanked with a smile. She apparently is talking to a bucket of turnips, a lint of dust, a pile of rocks, and a bag of flour sitting on chairs in front of a table with cake and Gummy sitting in the front all wearing party hats.

"Could I have some more punch?" Pinkie comes over the bucket of turnips with a deep voice making some psycho looking eyes.

"Well, of course you can have some more punch, Mr. Turnip." Pinkie said in her normal happy like voice and gave the bucket a cup of punch. She twitched and moved to the pile of rocks.

"This is one great party! You really outdone yourself!" Pinkie said in a deep New York like accent.

"Why, thank you, Rocky." Pinkie thanked and moved to the lint of dust.

"I'm having a delightful time as well." Pinkie stated for the lint in a suave like voice.

"I'm so glad Sir Lintsalot." Pinkie said and twitched again and moved behind the bag of flour moving it like it's alive as well.

"Might I trouble you for anozer slice of cake?" Pinkie asked in a high pitched voice in a French like voice.

"Anything for you, Madame Le Flour." Pinkie assured a slid over a slice of cake to the flour.

"I'm just glad none of them ponies showed up." Pinkie mimicked the pile of rocks from under the table.

"Oh, they're not so bad." Pinkie assured but her eyes suddenly started going in opposite directions looking she's about to go insane and in that split second she starts imagining her fake friends to life.

"Not so bad? Please! They're a buncha losers!" Rocky stated bitterly.

"Oh, c'mon now. 'Losers' might be a little strong, don'cha think?" Pinkie asked.

"After the way they treated you? I say 'losers' isn't strong enough." Sir Lintsalot said.

"Well, it was pretty rude..." Pinkie agreed.

"Pretty rude? It was downright deespicable!" Madame Le Flour exclaimed slapping the flappy corner on the table.

"It was, wasn't it?" Pinkie asked in anger.

"If I were you, I wouldn't speak to them ever again." Mr. Turnip advised.

"You know what? I'm not gonna speak to them ever again. And I'm not gonna invite them to another party as long as I live! They don't deserve to be invited to my parties. Not after the way they've been acting." Pinkie announced and her imaginary characters started cheering in support. But in reality she was acting for them the whole time thinking they were real. Just then there was knocking at her door.

"Who could that be?" Pinkie wondered. She sees through her heart shaped door hole and to her disappointment sees Charles and Dash with smiles on them and opened the door.

"Hey there, Pinkie Pie! Sorry I was in such a rush earlier. Had some place to be and couldn't slow down and say, 'Hello'. You know how it goes." Dash said.

"I know how it goes, all right!" Pinkie said through her angered gritting teeth.

"Yeah... so, why don't you come with us over to Sweet Apple Acres?" Dash asked.

"No thanks. I'm spending time with my real friends. Isn't that right, Madame Le Flour?" Pinkie asked.

"Oui! Zat iz correct, madame." Pinkie answered as the bag of flour.

"Uh... Pinkie Pie?" Dash asked in concerned worry.

"Are... you..." Charles couldn't finish the question after seeing the scary sight.

"Another slice of cake, Sir Lintsalot?" Pinkie asked.

"I'd love one." Pinkie answered as the lint of dust while Gummy bounces on a baloon near Charles and Dash startling the two a bit.

"Aaallrighty. What do you say we get out of Creepytown and head over to Applejack's-" Dash walked over to help Pinkie but pushes the bucket of turnips in their path.

"She's not going anywhere." Pinkie said as the bucket of turnips.

"I most certainly am not. I'm having a wonderful time right here." Pinkie said and went under the table.

"You should really just come with us." Dash said.

"We have something to show you at-" Charles was about to explain but Pinkie doesn't want to hear it as she scoots the pile of rocks in front of the two.

"You heard the lady! She ain't goin' nowheres, chump!" Pinkie insulted as the pile of rocks.

"Who you calling a chump, chump?!" Dash countered the rocks pushing the pile of rocks down forgetting the fact they're not alive.

"You do realize you were talking to a pile of rocks, right?" Charles chuckled.

"Ugh... That's it. Party's over. Come on, Pinkie Pie!" Dash ordered flying behind Pinkie with her getting out from under the table.

"No!" Pinkie rejected childishly.

"Pinkie Pie, let's go!" Dash urged irritatedly.

"You're acting like a child!" Charles joined also getting annoyed.

"I said, NO!" Pinkie rejected again like a spoiled brat. Dash took matters into her own hooves and tried to force her out from behind.

"You... [grunts] have to... come with... us!" Dash urged trying to push the counterattacking Pinkie.

"No... I... DON'T!" Pinkie again declines pushing Dash out of balance and sits right on Dash's head. She struggles to get out from under and Charles comes over pulling Dash from the tail and eventually got her free sending both ponies to the table getting slices of cake on their heads.

"Oh, you wanna do this the hard way?! We'll do this the hard way!" Charles and Dash said angrily in unison. Charles used his magic to levitate a revolting Pinkie along with Gummy trying to shake herself out of the spell but gave up after seeing they arrived at the barn in Sweet Apple Acres.

"We're here!" Dash shouted.

"Don't ask how!" Charles added and they opened the doors with Pinkie still keeping a mad expression.

"Surprise!" the rest of the group shouted excitedly in unison. Pinkie couldn't believe what she was seeing with an angry look as Charles and Dash push her in with her hooves skidding the ground. As they push her near the group waiting to hear a response she gives the group a very displeased face.

"I really thought she'd be more excited." Fluttershy admitted.

"Excited? EXCITED? Why would I be excited to attend my own farewell party?!" Pinkie shouts in anger scaring the others.

"What are you talking about?" Charles asked concernedly.

"Farewell party?" Twilight asked confusingly.

"Yes! You don't like me anymore, so you decided to kick me out of the group and throw a great, big party to celebrate! A 'Farewell to Pinkie Pie' party!" Pinkie said sitting on the ground sadly.

"Why in the world would you think we didn't like you anymore, sugarcube?" Applejack asked calmly.

"Why? Why? WHY? Because you've been lying to me and avoiding me all day, that's why!" Pinkie explained in anger.

"Um... yeah, but we're not throwing this party for that ridiculous reason." Charles assured soothingly.

"Yeah! Because we wanted your party to be a surprise." Dash added slyly.

"We've been planning this party for such a long time. We had to make excuses for why we couldn't attend Gummy's party, so that we could get everything ready for yours." Rarity explained playing with a yellow balloon as she goes.

"If this is a farewell party, why does the cake I picked up from Sugarcube Corner say, 'Happy Birthday, Pinkie Pie'?" Twilight asked. After hearing these Pinkie looked around the room carefully trying to put the puzzle together. The presents, the balloons, birthday banners, and the cake with her smiling face on it including the writing Twilight said. Just there she finally understood what's going on and she suddenly returned to her bright, bouncy hair, smiling self with an inflating sound.

"Because it's my birthday! Ooh, how could I have forgot my own birthday?" Pinkie asked in disbelief pulling the others in to a group hug. They all made one final sigh of relief and Pinkie drops the group to the ground.

"And you like me so much you decided to throw me a surprise party!" Pinkie said in bouncing excitement.

"That's what we've been trying to tell you, darling." Rarity reminded with a smile.

"You guys are the best friends ever! ...How could I have ever doubted you?" Pinkie asked lowering her head in guilt.

"It's okay, Pinkie Pie. It could have happened to any of us." Twilight assured with the others joining in agreement.

"I'm just glad I haven't been replaced by a bucket of turnips." Dash said as Pinkie gave out an embarrassed smile.

"Or a pile of rocks." Charles added.

"Huh?!" Twilight asked in confusion looking at the embarrassed Pinkie.

"You don't wanna know." Dash assured.

"Trust us." Charles joined.

"All right, ya'll! Enough of this gab. Let's party!" Applejack announced turning on the record player and the gang started dancing and having fun. They all played monkey in the middle with Gummy, eat cake, and soon Spike joins to also dance to the music. This also gave Twilight the opportunity to write down another valuable lesson.

Dear Princess Celestia,

I am writing to you from the most delightful party. I'm not only having a great time with my friends, but also was given the opportunity to learn a valuable lesson about friendship. Always expect the best from your friends, and never assume the worst. Rest assured that a good friend always has your best interests at heart.

Your faithful student, Twilight Sparkle. Twilight wrote.

P.S.

And sometimes you shouldn't assume what you think and see is what it is. True, there are times your friends may act suspicious, but at those times, they could be a blessing in disguise waiting to be revealed to you. Just like a surprise present just for you. Charles finished. The group started lining up in train like march with Pinkie in the lead, then Charles, Twilight, Rarity, Fluttershy, Applejack, and Dash.

"You all wouldn't mind if we celebrated Gummy's after-birthday party too, would you? His party was cut short, and he's pretty upset about it." Pinkie asked and the group all agreed happily. Gummy however was enjoying himself while biting on a balloon but without his teeth he's not able to pop it. Through the whole day the pony gang enjoyed the birthday party and couldn't be any happier for another successful celebration.