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.

Next Chapter: Chapter 11: Winter Wrap Up Estimated time remaining: 9 Hours, 53 Minutes