Surprise the pegasus lives in Cloudsdale. When she hears about a hit new TV show looking for energetic ponies with a bubbling personality and a knack for throwing parties, Surprise knows this role is just meant for her. Celestia, the alicorn princess incharge of the production of My Little Pony; Friendship is Magic, Thinks that Surprise was born to be on the screen as the element of laughter. From her purple balloons to her yellow puffy mane, Surprise is perfect.

But then a pink earth pony comes along. This earth pony is named Pinkie Pie, who has the same ballons and puffy mane as Surprise, and acts just like her. Surprise is surprised to hear that Pinkie has stolen her role.

So Surprise starts a club called "The Almost Popular Ponies", which includes Twilight, Sparkler, Firefly, Posey, and Applespice. But being around ponies with the same problems as her just increases those problems. When Surprise loses it, it's the last mare she'd expect to lift her out of the dumps.

But when Surprise finds out why she didn't get in, her life changes entirely, avoiding the truth, and her relationships with her club changes to as she leads them on a one-way path to a dangerous encounter with Nightmare Moon.