The Genial Carnival Cat

by HeartTortoisePigeonDog

Rating: teen
Tags: Cutie Mark Crusaders, Romance, Fluttershy, Big Macintosh, Dark, Gore, Original Character, My Little Pony: Friendship is Magic
Length: 19229

A Carnival has come to Ponyville, deep in the Everfree Forest. Not all is as it seems. Beware the Gential Misathrope!

A month before Nightmare Night, the Cutie Mark Crusaders discover that a carnival has come to Ponyville, deep within the Everfree Forest. And it's owner is cheery and kind.
But not all is as it seems.

******Fic based on Sand Josieph's song. Done with permission.******

I highly suggest listening to the song and/or watching the animatic before reading, if only to greater familiarize yourself with the character and where the story might be going.

Published 2013-08-14 17:30:02 UTC
Last updated 2015-06-09 03:10:12 UTC

Catherine, The Genial Misanthrope

"She seems... fun?"

"She's silly."

"Curious, ain't she??

"Charming."

"She's pretty."

"If by pretty you mean crazy."

"So she thinks she's a cat, big deal, y'all. It ain't all that odd."

"You just said she was weird."

"No I didn't: I said she was... in'erestin'."

"Whatever."

"I hope they have lots of fun rides at the carnival!"

"She said it was an amusement park..."

'"Are ya sure she isn't just pullin' our legs?"

"Do you hear it? We're close!"

"Yes!" Their poised guide turned about, smiling warmly. "At the top of this hill, you can see my park below. We're almost there now; quickly, my little pony friends. Look." She pranced ahead to the top of the hill and pulled away some leaves of a tall bush like the unveiling of a bride. "See? Do I jest? Certainly not concerning happiness for my guests."

The Cutie Mark Crusaders peered through the portal. The light dazzled them. There, far below them in a valley, fit like a glove, was the "Carnival of Cats."

"My home, and my park. A shining light of hope and good cheer in an otherwise dismal and dreary forest that promises naught but disdain and hopelessness. It is my hope that my home welcomes all ponies with an extended paw of friendship, and warms their hearts through and through; inspiring in them--no matter what else was there within that held them to sorrow and fear--to Laughter, Honesty, Kindness, Generosity, Loyalty; such is the Magic of my park." She lifted her head and let out a charming giggle, and then bounded ahead, stopping and waiting at every few bounds to eagerly beckon the three little fillies on with ostentatious waves of her decorated hooves. Her clear, golden eyes shone the nearer they came to the entrance.

The Cutie Mark Crusaders were all smiles, taking down the tall hill as fast as their little hooves would carry them without tumbling down the side. They had never been to an amusement park before!

"Maybe we can even find our special talents here!" Applebloom offered her usual encouragement with habitual enthusiasm.

It was with these same words that had always lead them to fun and discovery... though also disappointment and even some mischief. But it was always with wholehearted, honest enthusiasm they embarked on their crusades, in effort to find out who they really were; and even if it all had lead to dead ends in earning their cutie marks, they enjoyed every minute of it! Life was an adventure for them to explore.

It was with the cry of these same words that they had decided to have another slumber party at Fluttershy's cottage. They knew that on the following day, All Fool's Day, when everypony would be out pranking one another, they wouldn't see Fluttershy at all for her fear of being pranked. Applejack suggest to Applebloom, and Applebloom forwarded the suggestion to her friends, that, since Fluttershy wouldn't be leaving her cottage tomorrow, they should go over today and play with her and sleep over so she could at least have some fun and not feel so left out on a day everypony else was having the time of their lives, laughing. They couldn't agree more.

"What a wonderful idea!" Sweetie Belle beamed when Applebloom told them the idea at their Clubhouse after lunch.

"Fluttershy always feels so left out and alone on All Fool's Day, being a scaredy-cat and all," said Scootaloo, nudging Applebloom. "What better way to cheer her up than playing games and doing other fun stuff with her?"

"That's exactly what I thought when my big sis' told me! Fluttershy deserves to smile too--more than anypony! And besides, Fluttershy is loads of fun; and I've been lookin' for a reason to sleep over at her cottage again with y'all." Applebloom smiled as threw open her forelegs emphatically. She added, "And, who knows, maybe while we're there, one of us might find we are really good at something and earn our cutie mark!"

"Yeah!" Scootaloo jumped up excitedly and cut at the air with one hoof. Sweetie Belle cheered.

"I'm glad to hear you three so excited about this!" Applejack appeared, looking in at them from one of the windows. "So, y'all are in?"

"Of course!" they answered in unison.

"Alright then! I'm off to Fluttershy's to let her know. Scoots, Sweetie," Applejack threw them approving smiles, "why don't you let yer folks know about the sleep-over tonight and git yer things ready. Y'all can meet Applebloom back at our place in a couple of hours. Bic Mac can walk ya girls over," she added.

"But we can walk there by ourselves, Applejack. I told ya: we don't need big brother taggin' along, especially in the middle of the day," Applebloom pleaded, leaning against the window sill Applejack was at.

Applejack chuckled. "Haha! It'll be gettin' dark: he's still gunna walk ya." The Cutie Mark Crusaders all sighed, and she stepped from the window and down away from the clubhouse toward Fluttershy's.

The sun began its decent, and the shadows grew longer. As the light slowly grew dimmer, the colors seemed to brighten even as the shadows ever deepened.

A few hours before sunset began, Sweetie Belle and Scootaloo knocked at Applebloom's house. Granny Smith answered.

"Oh! Howdy, girls. Applebloom's almost ready. She's upstairs."

A particular feeling of joy entered their hearts walking up the stairs to their friend's room. Little particles, like magical dust, could be seen floating in the slanted light filtering in through the windows above them, as though they crossed through some ancient, mystical hall instead of scampering up some rustic, creaky wooden staircase.

"Applebloom! We're here!" Scootaloo called out and received no return. "Applebloom!"

"Sorry! C'mon in, I'm almost ready," Applebloom called back behind her room door.

Sweetie Belle and Scootaloo opened the door. A bucket of water fell in front of them with a pitiable clang and splash that hardly wet their hooves.

"Eeyup," Big Mac commented behind them. He tapped the ground with one hoof, made a motion with his head, and started walking, as if to say, "If y'all are ready, let's get goin'."

Applebloom, with head low, quietly backed her things and, kicking aside the bucket, walked out and closed her room door, joining Sweetie Belle and Scootaloo.

"Dern it! I was sure I would get you two good!"

Sweetie Belle and Scootaloo remarked how she could never get them with such a lame prank. After a moment of stubborn sullenness, Applebloom gave way to laughing at the silly prank; Sweetie and Scoots quickly joined, nearly tripping on the stairs.

The three fillies, in great anticipation, talked at great length all the way to Fluttershy's cottage. Big Mac remained stoically silent, but, at some silly remark or two made by the fillies, he would chuckle unnoticed.

Big Mac knocked once at the cottage's front door. Fluttershy answered, pausing at Big Mac's form before, flying, she swooped down and gave each of the little fillies a loving hug. Returning to Big Mac, "Thanks for walking them over, Big Mac." She almost imperceptibly blushed. "I would of myself... um, but...well... Angel Bunny needed his bath real badly." His form glowed in the late-afternoon light.

"Angel!"

Sweetie Belle spotted Angel inside the cottage and galloped right in. She seized him and started petting him. Applebloom and Scootaloo followed and also pet him, adoration painted across their faces.

"He's sooo cute when he's all fluffy from his bath!"

Angel frowned, and gazed desperately after his distracted owner.

"Well... uhh." Fluttershy flushed, but recovering quickly with the aid of impending urgency that felt too strongly like merciless rejection to Big Mac, slipped behind her door, leaving only her face visible, waved forcefully, and spat out, "I gotta take of things. Everything is covered and under control. Bye, now!" And she shut the door with a bang. Big Mac left.

"Um, girls," Fluttershy quietly called out. Almost by some magical force, they dropped Angel, who scampered off, and stood before her, ready to do whatever fun things it was she decided to do. Not without some surprise she continued, "So how would you girls like baking... um."

"Pies!"

"No, uh."

"Cookies!"

"Cupcakes! No, wait..."

"We all know you aren't very good at that," Scootaloo added teasingly.

"I could be if I made them more!"

"Cake!"

"Pizza!"

Caught up in the excitement of playfully arguing, Applebloom and Scootaloo were about to interject Sweetie Belle.

"Pizza?" they asked together.

"Yes, pizza," Fluttershy said emphatically. "You haven't eaten supper yet, have you? I thought it would be fun to make some..."

"YEAH! Cutie Mark Crusaders Pizza Makers!" The girls, with their usual adventure cry, rushed into the kitchen, searching, more rummaging, for the necessary instruments and ingredients.

"Careful, now..."

By and by, after playful messes and eating their own self-made pizzas, Fluttershy, as was usual for her, proposed an early bed time. After some resistance the Cutie Mark Crusaders submitted, but not before getting her to agree to wake up early to play games.

Fluttershy, exhausted from an abnormally long and strenuous day caring for her animals, slipped between her own covers in her bed right next to the same room in which the Cutie Mark Crusaders were up telling ghost stories in whispered tones.

"And then, when they least expected it, out of the darkness... the slender pony appeared!" Something touched Sweetie Belle's head. She spun around, face to face with the terrifying shadowy form of a slender pony. She screamed, and Scootaloo and the slender pony laughed.

"Applebloom!" Sweetie Belle pushed her off her impromptu stilts.

Ere long, a few more stories told and some discussion about what they should do tomorrow and who they should prank, the sun setting and throwing the world into a deep violet, the Cutie Mark Crusaders drifted off to sleep.

A noise outside arouse them all from those strange moments when one is making the exchange of consciousness from awake into asleep. The faint, but peculiar sounds of a calliope and hypnotic singing graced their ears. Sweetie Belle was the first to hop out of bed and cross the room to open up the window. Below lay Fluttershy's backyard, hiding all sorts of sleeping animals; beyond that was a small field; and still further: the Everfree Forest.

"What is it, Sweetie?" Applebloom yawned, joining her in gazing out the window. "Sounds like it's coming from the EverFree Forest."

"Should we go check? What about Fluttershy?"

"Definitely!" Scootaloo approached at last.

"Fluttershy will be fine, and there's no need to worry, look!" Applebloom motioned to the still faintly lit sky. "It's still somewhat light out. It'll be okay. We'll mozy on over there, check out what's goin' on, and come right on back before it gets too dark."

Scootaloo made a circular motion with one hoof. "Easy as pie!"

They each had brought along their Crusader capes for just such an occasion. Putting them on, they silently slipped out the backdoor. Their capes caressed them gently in the breeze. The moon that had watched over them during the day, side-by-side with the sun, waned in a thin crescent like a smile, setting over Fluttershy's cottage behind them against a canvas of deep blues and faint reds. Purple clouds streaked across the sky; close bonds growing between them, they are growing thinker and blacker. Stars are waking, poking their eyes through the veil.

Sweetie Belle hesitated. Applebloom and Scootaloo pushed her on; by the time they crossed the yard and neared the gate, the music had picked up, and Sweetie Belle was walking betwixt her friends without persuasion. They opened the gate and walked through and out into the fields with some trepidation, but excitement rose, hushing any words of warning. At the edge of the forest they could pick out words of the light, bouncing, and catchy song, sung by a mare with an exceptionally soothing voice, weaving through the trees.

Welcome my dear little pony friends
Come and stay with me...

The music played loudly, but the singing became muffled. The singer must have turned a corner, facing away, else the trees impeded her voice.

To their own surprise, they walked brisking into the forest. The music tickled their ears and soothed their hearts that they went right in calm and eager. The song was so beautiful. They all were smiling.They followed a path in deeper, and more lyrics of the song they could make out floated up.

There is so much to see, you will not believe
the... sprites I had last week.

"Oooh! Is she talking about faries?" Sweetie Belle jumped up and laid her forehooves on Applebloom, nearly shaking her emphatically. "I've never seen a fairy before!" She ejaculated before rushing ahead down the path, her friends close behind.

The mare's singing became ever sweeter; the Cutie Mark Crusaders could almost feel her words penetrating their hearts and minds comfortably, even when they could not clearly make them out.

Wander now inside...
...
Say what makes you happy, say that "Da Magick's" here.

The music became louder and clearer the further they pushed on. "We're getting closer!"

Do not be afraid, 'cause I am not one to fear
for This is the place where I control all you see,
But I want more, so come pretty please with
Me!

Suddenly somepony's back appeared before them in the middle of the path. In the approaching darkness she glowed. Her head held confidently high, her form tall and lithe, she stood like a ballet dancer, perfectly poised and punctilious. She smoothly spun round.

The Cat of Carnival design!
Fillies...

She stopped mid-line, frozen, balancing on one hind hoof as easily as on all four. Had she been expecting them? From the surprise on her face it appeared not to be so. But the initial shock all but vanishing became replaced by a beautiful smile as glowing as her form and as merry as her song. A small lantern hung above her.

Fillies get in line!
It's nearly time!

The music of the calliope hushed and stopped; the pony stepped back on to all fours, beaming. The Cutie Mark Crusaders looked questionably not only by the awkwardness of the last line but not the least at the pony herself. Her coat was a black-ish yellow; her lead-white mane and tail held a few strokes of bone-black. Her cheery, clear eyes shone, a placid pool of black surround by a bright ring of gold on a calming plain of white drew the fillies in; her clean, charming smile warmed their hearts. Stark blood-red bat ears with folds of yellow on her head, a pointed sleeved white dress delineated red, accented on some edges with gold lace; on her hooves she wore spiked black bracelets. Indeed she had dressed for a festive occasion!

"You're not a cat: you're a pony!" Sweetie Belle broke the brief moment of silence.

"What?" The pony took great offence; her face betrayed restrained worry. "I am not a pony! Just look a these ears: they are definitely feline--"

"And your hooves," Applebloom interjected.

"These are not!" She shouted.

"Not to mention your mane and tail!"

The pony shrunk back, clearly applauded at what she heard; her own knowledge of herself being questioned was not something she could tolerate, nor hardly allow to conceive.

"Maybe it's just her act?"

"Do I look equine?"

"Yes," they answered in unison.

"Silence! Let us never speak of this again!"

"Why?"

These fillies are certainly persistent and too curious for their own good. "Because, if we do, I won't let you in to the one and only Everfree Amusement Park: The Carnival of Cats!"

"Oh, now it makes sense why she calls herself a..." Scootaloo was cut short by a sharp glare from the pony.

"I am a cat. Perhaps you three young princesses, still young and exploring the world, have yet to come across one such as myself: I am a cat of the Everfree Forest: most definitely feline!" She stalked around them, swishing her tail. For all the world, she did appear very cat-like in her motions.

There stood another pony with her that they hadn't noticed before. Behind where the pony had stood in their path was a unicorn mare with a black coat and neon-blue mane and tail. In her magic she held a small calliope and on her back sat a saddle with a long pole reaching up with the lantern on the end.

"I am Carnival Cat!" She announced, back in front of them, throwing a hoof in the air. "The designer and owner of the Carnival of Cats! And this," she stepped aside, allowing the other pony to step forward, "is my best musician, Sapphire." Sapphire silently bowed. Giving Sapphire a knowing smile, she made a motion with her head. Sapphire took the lantern down in her field of magic, placed it near by her ring-leader's hooves, and walked away deeper into the forest until she vanished into the darkness.

"How would you fillies like to come and play at my park?" She almost sung.

The three fillies looked up at the patches of sky through the thick foliage of the trees. It was already darker than they had thought, a feat hastened by the thick clouds.

Sweetie Belle expressed her concern: "I don't know if we should, girls. The Everfree Forest is very dangerous at night." But she betrayed no desire either in her voice or motions of having any intention of going back. The idea of playing at a amusement park at night, with all the pretty lights creating unique and oh-so-wonderful effects, was too tantalizing.

"You can bring us back before too late, righ'? If we stay too long we'll be in trouble. And then we won't be allowed to come back."

"Oh, of course! No more than an hour, right? Then it's off back home and to bed before anypony knows. You'll have your fun, go to sleep with the biggest smiles on your face, and wake up just the same, and nopony the wiser. What's life without adventure?"

"Right!" Applebloom smiled.

"I'll even walk you all back myself afterwards." Carnival Cat winked.

"Thank you, Carnival Cat!"

How could they not trust a pony... er,cat, so kind and beautiful? Besides, she wasn't the only pony they knew who lived in the Everfree Forest. If something was really bad in the Everfree Forest, it was always easy to tell: those things were scary and ugly anyway; all the good things were always kind and pretty, like Zecora or the Zap Apples. This they knew by experience. True beauty could not harm them.

A mysterious howling rung through the leaves.

"Uhh. Um. Miss Cat," Scootaloo whimpered, a little anxious not knowing in what direction they were walking through the forest, and afraid they might get lost or attacked. Carnival Cat stopped, set down the lantern which she held in her mouth, and knelt down next to her. "I'm... Why haven't we heard of this carnival before?"

"Why," she stood up and said with a twinkle in her eyes, "I've lived here for quite some time, but my park has only just been finished and is now ready for guests! I was out here tonight practicing my song for when I head out into Ponyville tomorrow and tell ponies about it."

"On All Fool's Day?"

"Yes! What better way to spend your Fool's Day then at an amusement park where games and jokes abound?" Seeing the fillies satisfied with this answer, she added, "And you three now have the special privilege of being my first guests! I'm so excited!" She giggled and squealed. Unable to contain her excitement, she started back down the path with a skip. She tripped on an exposed root and fell over. Recovering, she encouraged the fillies on with a jocular laugh and return for the lantern.

They didn't walk for very long before the path began to rise on an incline. The woods pressed in thicker.the pine trees rose higher and the bushes and other low plants grew thicker, their dark shadows comfortably grave. The golden light held by their golden-eyed guide hardly cast its light further than either side of the road, so it was that only the road existed in a vast emptiness.

The three fillies, now far from nervous, the more so helped by Carnival Cat's good humor and playfulness, saw that darkness as like a curtain waiting to unveil something magnificent. The anticipation was terrible. They talked about what kind of rides and sights they might see; their conversation eventually fell on Carnival Cat.

Just then Carnival Cat unveiled what they had so anxiously waited for. They were struck with awe. The Amusement Park was much bigger than they had imagined. Looking down on it from atop the hill they could make out all sorts of rides and buildings, from roller coasters and scenic rides, to fun houses and water rides and shops.

"What are we waitin' for! Let's go play!"

"Careful now girls!" Carnival Cat called after them, tagging behind, paying extra care to light their way so they would not trip and fall down.

The Cutie Mark Crusaders followed after Carnival Cat down the hill, weaving through the trees. At the bottom was a small clearing, sequestered in tall, close together, dark cypresses. Antique-looking, picturesque lanterns hung at intervals out from the tops of the cypresses. At one end, clearly the entrance, stood an imposing giant head stone, masked in darkness, the bright lights of the carnival within obscuring its leeward side.

Carnival Cat, on a small circular stage, bright lights round the bottom, stood atop, fore hooves balanced on a walking stick topped with a gold ball.

"Welcome, my dear little pony friends!" She sung. "Welcome to the Everfree Amusement park! Come with me! Fun and games await within! Look, there is a ticket booth." She spun the stick round and pointed it at a yellow and blue tent to one side. "Feed it quickly please, your gold bits are what it eats!" She added playfully. The Cutie Mark Crusaders trotted up to it and each put in one bit. Carnival Cat smiled and took steps, stick in hoof, gave a little twist, and danced off the stage. With a great flourish she thrust the stick into a small hole. Lights along the headstone revealed it to not be one at all, but giant wooden double-doors with blacked steel and gilded letters that read "The Everfree Amusement Park: The Carnival of Cats! Welcome!" The doors opened wide onto a fresh brick road. The Cutie Mark Crusaders could already see many of the rides and attractions, crowed together and peaking over each other to get a good look at the fillies who will play with them until the end.

Having overheard each of the fillies names in the conversation they had had behind her back, she greeted them each by name as they entered, suggesting a ride for each of them with knowledge of the effect this intimate,personalized greeting would have on each of them.

"Scootaloo, I think you will find the roller coaster, 'The Dragon,' much to your taste." Carnival Cat gave her a tender hug and let Scootaloo dash off with a big grin on her face.

"Sweetie Belle." Sweetie Belle was jumping with excitement. "There is a shop just here with a karaoke box inside." Sweetie Belle needed no more convincing to rush of giggling and squealing with glee.

"Applebloom." Applebloom gazed up at Carnival Cat with foal-like wonder. She was the last to enter, and was sure Carnival Cat would have something special to share with her. Carnival Cat knew what Applebloom was expecting, and played perfectly to give her what she wanted. Carnival Cat knelt beside her, wrapped one hoof over her head that gently stroked the filly's mane, and, pointing with her free hoof ambiguously into the park, said, "There is one special ride I feel only somepony like you could appreciate, Applebloom. It is a ride in which you can design it yourself." In answer to the perplexed look she gave her, Carnival Cat simply explained, "There are very friendly unicorns from Canterlot skilled in manifesting objects." Carnival Cat stuck out her tongue and made a face that made Applebloom laugh. Applebloom ran off as soon as Carnival Cat lifted her hoof off her.

All was just as expected. All was in order so well. Even if she played her part too cliched, the fillies wouldn't know--indeed, that's just what the fillies expected and wanted. And Carnival Cat knew that if she wanted to entertain them, she would have to play their games and expectations exactly, no matter how silly or false. Her lies had to be better than the ones they tell themselves and be all the more sweeter. She had to enforce everything as truth and beautiful--a world of permanent entertainment.

"You're mine."

Author's Note

The story goes in order of the events in the song. This first chapter covers only from "Welcome my dear little pony friend..." to "...Baby get in line, you're mine!"

The second chapter, ought quite longer, will cover the rest of the song [unless it need be split to one more chapter]. When all the Dark and Romance really come in; and where it earns its "teen" tag with gore.

Carnival Cat (Part 1)

Big MacIntosh noticed Applebloom's favorite doll, a small kitten plushie, thrown in a corner on the stairs just as he was preparing for bed. This is odd, he thought. Applebloom never went to sleep without her kitten; and certainly never left him alone around the house. As a caring and responsible older brother he should be the one to bring her kitten to her.

"Applebloom musta dropped Freckles. I'm going to Fluttershy's," he said to Applejack as he passed her at the bottom of the stairs, with a glint in his eyes.

"Alright." Applejack smiled. Her gaze followed Big Mac as he stepped out the front door and into the dark world outside.

The door clicked shut. A dull thud immediately followed. He hesitated. Hearing no call for help, and assured Applejack was unharmed, he trotted off, kitten plush in his mouth as though his own cub, a smile painted on his face, evidently amused at the picture he created of Applejack tripping on the stairs.

The atmosphere was cool with the air of Autumn. A gentle, chill breeze tickled the leaves of the trees. Small, dark shadows wafted like phantoms, slowly dancing under the veiled moon. The clouds threw the earth into even deeper darkness, but they were merely thin. They were growing thicker. Some spots were particularly swollen. Everything looked gray and faintly glowing. Dark shapes transformed themselves again and again, like great living masses of dough. The light from lamps and houses colored the night all the more beautifully, giving color to the colorless.

A breeze sent a shiver down his spine, like an electric shock.

The top of Fluttershy's cottage came up as a dark mass at the edge of the path. Coming nearer, it grew in color and beauty, everything around it in varying shades of yellows, blues, and violets; a warm hill in a valley of cold waves.

He knocked once with no answer. He knocked again and again, slowly, until Fluttershy opened the door, shaking slightly.

"Oh," Fluttershy whimpered, "it's you. I thought it was some kind of monster... Um."

He smiled and proffered the doll.

"Oh!" Surprised, Fluttershy took the doll and flushed slightly. "What's this for?" she asked sheepishly.

"It's Applebloom's."

Fluttershy made a half-step back, embarrassed. She evidently had thought the doll was for her.

Big Mac gave her a look which seemed to say "How are Applebloom and her friends? Not too much trouble, I hope?"

"Um..." Fluttershy held the doll in her arms as though it were one of her own little animals, or a foal. "They're always little angels. They're upstairs, sleeping. They've been very quiet." Her voice trailed off as she flew upstairs leaving Big Mac wondering why she had flown off, looking in through the open door. He let himself in and followed Fluttershy.

"Girls?" She opened their room door. Light from the hall lit up a bed free of three little fillies. "They're gone!" She gasped. "Oh no!" She flew in and tore off the covers from the bed. She frantically peeked under the bed, threw open the closet doors, and overturned chests and dressers. It was hopeless: they were gone. "Not again," she sighed, panic washing over her face. She flew past Big Mac who stood watching from the door-way, dropping Freckles before him. She burst into room after room calling out to them, worry penetrating her tone deeper and deeper with each silent, hopeless return.

Big Mac followed her outside. He set the doll on the kitchen table still not entirely clean from flower and still wet pizza sauce.

"Girls? Girls? Girls? Girls?!" Fluttershy called out unusually loud for her usual quiet voice, searching everything from the chicken coop to the rabbit holes. She rose high up in the sky and called out as loud as she could: "Girls!"

The trees chuckled in return. The sun finally gave up its last rays over the whelming clouds, plunging everything into complete darkness. The clouds and thin fog swallowed up even the hope of an echo. Her voice failed. They were gone.

Returning to the ground, head low, she turned to Big Mac for support. His usual strong face had become overcome with a shadow. His littlest sister: lost? His face didn't betray it as clearly as Fluttershy's, but his heart raced, pumping thick fear into his veins. He worried what could have happened to them.

"Um..." Big Mac gulped. His eyes darted left and right, anywhere but Fluttershy's pleading gaze.

"Big MacIntosh... where... where do you think they could've gone?"

"Um... " His mouth was dry. He walked past her without answering, in part so he wouldn't have to look her in the eyes and partly to try to look for any clue as to where they could have wandered off to. He took a deep breath, and continued to take in deep droughts of the chill, moist air. He had to find Applebloom and her friends. He tried to assure himself they were fine and were merely on another one of their crusading adventures. This appeared to calm him enough to start looking around for clues.

And there they were, just under his nose: hoof-prints leading into... into...

"Um... Fluttershy. They went in there." He pointed out into the Everfree Forest.

Fluttershy took a deep breath. Once again they've run off into there.

No problem. No more worrying. We'll go in, find them, and return home. There is nothing to worry about. I'm sure they are completely fine, she told herself, gathering her courage. And with the blind bravado of a mothering defending her children, she started on ahead with a bugle like call to Big Mac: "Let's go, Big Mac!"

This was just what Big Mac had been worrying about. He might have been a strong stallion, a hardy stallion, a stallion who'd stand up for his family, a powerful defender, a solid rock of support... but he was anything but brave. He was a coward and he knew it. That's why he couldn't look Fluttershy in the eyes. It would have been clear as crystal to her that he was desperately hiding himself shaking in his horse-shoes.

He followed her without a word. His mouth wouldn't open. His legs felt like led.

Fluttershy touched down just on the edge of the forest. The hoof prints were faint, but still there. Big Mac joined her, struggling to look normal. She smiled at him.

"Thank you for helping me," she said with a strange confidence. "Oh!" She brushed past him and flew off back to her cottage.

"Where are you going?" he burst out.

"A lamp."

With her gone he couldn't stop shaking. Why did it have to be the Everfree Forest? She's been in here several times, but I hain't been in once. Not once! I don't know what's in there. What if somethin' happens? He braced himself. Fluttershy was returning with a pair of gas lamps. But I have to. For Applebloom and her friends. And for Fluttershy...

"Alright." She gave Big Mac his lamp. They were saddle-lamps. The lamp hung on a long rod over the wearer's head; it was adjustable, and the lamp could be taken down if the wearer wished to hold the lamp instead. Fluttershy already had hers on. He caught a whiff of Fluttershy's scent as she pressed close to him to put the lamp on. Her eyes glistened in the light. He found himself suddenly more nervous than scared, a feeling not much better, but preferable to the situation, he figured. He pawed at the ground when she reached below him to grab the other strap to tighten on the saddle.

"There we are!"

It only had taken a short moment for her to do the job, but for Big Mac it was an eternity of conflicting emotions and dizzying sensations. His stomach was in knots.

"Ready to go, Big... Mac?" She flushed slightly before grinning confidently.

He gulped. "Eeyup."

"Let's go!"

She lead the way, head close to the ground, watching the hoof-prints. Big Mac stuck close behind, saying they had best stay close so as not to lose one another. Fluttershy fell for it. A rush of adrenaline pulsed though him in time with every strange noise in the bushes or movement in the trees, the thought of something hidden in the bushes, crawling along the ground, poised and waiting to attack. They followed what appeared to be a path for quite some time before the hoof-prints turned sharply through a dense row of trees and bushes.

Fighting through a thick stretch of scratching bushes and caressing leaves, they found their way out and onto another path, smaller and clearly less-traveled. The hoof prints appeared to pick up speed. Fluttershy and Big Mac silently followed. Their nervousness became more and more evident. Their voices became lost somewhere in their throats, and fearing to go any further and be exposed to danger, sank into their tremulous legs. Neither had ever been this deep into the Everfree Forest. They wanted to just find the fillies and get out. But the prints ran on without hesitation. The darkness around them pressed in threateningly closer.

The forest hushed eerily silent.

They stopped dead. The sound of shrill screams weaved through the trees, twisting round their necks and chocking their hearts. Panic paled their faces. The screams slipped away, pulling at their neck hairs, before pealing again. Fluttershy and Big Mac exchanged terrified, fallen expressions. Everything became suddenly so cold and they shivered.

Big Mac twitched to start running the other way, but in company with Fluttershy, he merely froze. He looked at her out of the coner of his eye, without moving his head aimed straight ahead down the path. She was shaking.

Fluttershy took a few determined steps forward. Small at first, and soon bolder.

Big Mac knew what she was thinking, and he was thinking just the same. No matter their own fear, they had to find Big Mac's sister and her friends. It wasn't a matter of staying strong or brave for one another, it was a matter of doing what had to be done. They each told themselves this in their own way so simply and plainly, it didn't give them the courage to continue, but the feeling of something that must happen and which they could not avoid doing. Far from courage, the thought filled them with only protecting the ones they loved, despite fear.

Like strong, caring parents, they pushed forward through the troubles together. The wind howled in the trees. The branches above closed all around them as bars of a prison interlacing like fingers. Clouds rolled and twisted in the sea of deep indigo above their heads like monsters. Soon there was no moon-light left. Only their lamps lit the way, swaying and casting long, dark shadows. The darkness only seemed to devour their light.

They both gasped when they quite literally ran into an iron-bar gate. It looked old. Very old. Dilapidated. The bars were falling apart, rusty and cracked; the marble archway grown gray and oozing green moss. Where the bars attached to the marble pillars were stained long streaks the color of dried blood. The entrance was rusted permanently ajar. Bold words which once had curved over the the entrance had fallen away, leaving too much to the imagination:

C_R__VA_ __ __TS

"Crv... Cravats?"

Big Mac graced her a questioning glance.

"They are a kind of tie. Popular at one point in Equestria's history, it was tied in a knot similar to a... a noose..." She chocked as though an actual noose tightened round her neck.

They stood silent a few moments. A dark fog like blacked smoke rolled in around them.

Big MacIntosh was the first to break their stillness with a silent motion of his head; and he stepped under the threshold of the arch. Before squeezing though the gates he turned back to Flutteshy.

"Don't be so frightened," she reassured, clearly trying to hide a slight shaking. And yet, this kindness in spite of danger warmed Big Mac's heart. He took a breath and sucked in his gut. He pushed through. The gate moaned. The rust chipped off and stuck to his sweaty coat.

What am I worried about, really? he thought to himself. We might be just making the forest out to be more frightening than it really is. Zecora lives here; the zap-apples came from here. Sure there are some scary things, but not all of it is so. Yes, he gazed at Fluttershy, who glowed under her lamp-light, this will all be over soon... He assured and comforted himself.

The gates slammed shut and a wall of black cut him off from Fluttershy. She screamed out just before the darkness shut her out completely. Her voice cut off as cleanly as though she had really been suddenly dropped, hung by one of those cravats she had spoken of.

Big Mac panicked, and rushed against the wall. He found himself running the other way. Had he really started running away? Was he such a coward? He turned back to it and made a mad dash for it. Again he found himself turned completely about. He put one hoof to it. It fell into a void. The same hoof came jutting straight back out at him! He whimpered. A chill bead of sweat ran down his neck and past his breast.

"Don't be so frightened, my little pony," a soft, feminine voice cooed. "There's nothing to fear," she added in her virulently sweet tones.

Big Mac's heart leaped. The voice had sounded like Fluttershy's.

An ink-black form played in the shadows. It appeared the very black of the inner mouth of a deep and dark tunnel. As the figure came into the light it appeared more to melt out of the shadows than simply step in to the light. A head floated into view first.The bust of a very beautiful mare. Clear, effulgent eyes like deep pools irresistibly tugged at his heart and drew him closer. She held herself up very proper and proud, with a kind of easy grace. As she glided towards him, his body moved forward without his volition, closer to her. Her clear, pearly teeth glistened in his lamp-light. Tossing back her silvery mane, she slid up to him like a cat rubbing up against a broad tree.

The sudden appearance of such a beautiful mare froze Big Mac to the spot. He pulled himself tighter together, appearing as small as possible as though he were trying to hide behind a lamp-post. His fear only seemed to arouse something within the accosting stranger.

There was something more alluring in her little figure, like a foal. She gazed up into his eyes.

Tilting her head coquettishly: "Are you lost, young stallion?" She smiled with her eyes. A tinge of red was perceivable under her golden-yellow coat. Stepping back almost timidly, ears fallen against her head, she added, "If you are, you are welcome to come stay with me until light. The Forest can be quite confusing to navigate at night. Please," she divined some hesitation in his manner, "I won't take 'no' for an answer. You must come with me; I can't in good conscious leave you here alone and lost, my love."

Big Mac's heart was pounding. Not from fear, nor even from nerves—both he had expected—but from excitement.

She wrapped a hoof round his neck. Big Mac swollowed the extra moisture filling up his mouth. She held herself just so close enough to his body without actually touching, still he felt her radiating warmth.

"Come with me, I insist."

She pulled him in suddenly and pressed her body against his. Big Mac sweated profusely. She was so close and warm, and so... soft. His eyes darted from tracing the curves of her body, to guiltily shooting back to look in her eyes, to jutting forward nervously looking at nothing in particular. Her cutie mark was a Ferris Wheel. He noticed his trembling shook her as well.

She giggled and elicited something like a purr when she said, "My name is Catherine. And no need to worry... I'm not going to eat you or anything."

Big Mac smiled weakly.

"Big MacIntosh," he managed, his voice tremulous and faltering in an unusually higher pitch.

"Big Mac, hmm?" She closed her eyes and a titillating shiver ran down her spine. "I like your name."

He flushed a deeper shade of red. He felt cold; it only made her feel all the warmer and inviting.

Big Mac started at the force with which Catherine pulled him forward. She guided him along, still cleaving close to him.

"So water ya doin' way out this deep in the Everfree, Sweetie? Lookin' fer somethin'?" She had detected his accent when he told her his name and teasingly, if not somewhat superciliously, tried copying it.

He craned his neck as though stretching.

"My baby sister and her friends."

Catherine cut him off rather too excitedly. "Oh, what a fine and brave older brother! You know, I think I espied your sister and her friends earlier."

Big Mac jumped out of her grasp. Her hoof fell limply.

"You have?" he ejaculated. "Really? You have! Where?" His heart raced. With hope in view, he felt ready to run into hell and back to find his little sister.

He had already forgotten about Fluttershy.

Catherine swayed. "A red-maned one, a lavender-and-pink-maned, and a magenta-maned—fillies?"

"Yes!" he cheered.

She brought her hoof to her breast. "So high?" she sung.

"Eeyup!" he cried.

"OH!" she moaned.

She swooned back, her eyes a-flutter, egging him on with a wave of her rear. "They came by my amusement park not but a half-an-hour ago." She turned her tail to him and gave his nose a small tickle. "I'd rather think they are still playing." Her voice was pleasantly raspy.

"Playin'? In an amusement park in the middle of the Everfree Forest? But they have to come home now." Big Mac protested like he was a young colt again, pouting and stomping emphatically with one of his mighty, stallion hooves.

Catherine continued to walk him by the unfurled sway of her tail, toward the entrance of her park.

You're mine!

She brushed her tail sensually up his neck, across his lips. Big Mac raised his nose and leaned with longing so far forward he nearly lost his balance.

"We can play too!" she squealed excitedly and bounced in a remarkable transformation of character. "There are all sorts of rides at my amusement park! Did I mention that I'm the designer as well as the owner, too?" She turned toward Big Mac, hopping backwards as he still followed her glowing countenance, all smiles, not by any amount of dim-wittedness, but for the simple suddenness of her appearance and how welcome her inviting and radiant, and very kind presence was to him in such a place as this. It all made him want smile, relax, and forget about his troubles.

For the first time since wandering into the Forest with Fluttershy to find his little sister and her friends, Big Mac was beginning to feel happy and hopeful; and that this single mare could make him feel so, and not cripple him nervous like being with Fluttershy could, was something he wholly admired and could not get enough of; how it was that he did not feel that way with this mare was still yet a mystery to him, but it only made her all the more curious and interesting.

She babbled gleefully on, tilting her head this way and that.

"I originally founded the park as a haven for lost foals who didn't listen to their parents and wandered into the Forest after dark—letting them live their dreams until morning when it was light enough to guide them back home. That was quite some time ago. Then a fire broke out in the Forest and burned most of my Park down. Since then, so many long years, never mind how long precisely, I've been restoring it. And, by what an act of providence, I finished repairs this very day and I should have my very first visitors tonight. I could not have planned better! Don't worry, I personally spent all day testing every ride and attraction for safety and maintenance. All runs smoothly! All is ready for tomorrow's GRAND OPENING!" She sung and pulled aside a curtain of black foliage.

"Behold!" She exclaimed with ostentatious gestures. "Behold the Carnival of Cats! Paradise of the Everfree! The Shining Light in the Dark! The Glee of Somber Faces! Haven of the Lost! The One True! The Only! A Warm Hearth and Warm Food and Refreshing Drinks, and even Warmer and More Refreshing Hospitality—Legendary Friendliness, honey." She winked and nudged his side.

When had they gone up an incline? Sweeping out below him was a marvelous city of lights and movements! The shadows stole away from the small valley in which the park made home. The blaze of fog only reflected the light and made the scene all the brighter. He couldn't see the far end of the valley, but the obscuring fog suggested vastness and depth in the park a clear night could never. Mesmerized, he turned excitedly to Catherine.

Catherine chuckled. "Race ya!" And she bolted down the hill.

Big Mac chased after her. It was thrilling. The wind blew through his mane. The moisture in the air pregnant with the scents of the forest. The wet dirt licked at his hoofs. A smile plastered on his face. A very animal passion filled his heart. His goal was in sight—though something about it was becoming fuzzy... Yes: to save his sister and her friends... Right?

"C'mon, Big Colt! You almost got me!" Catherine teased, easing up her gallop. She leaped between two thick and tall trunks. Big Mac somewhat squeezed through them.

The tall entrance to the park was wide open. The many colorful, round light bulbs shone dazzling. The first time he had been to an amusement park in so many years—he grinned from ear to ear!

Catherine pounced ahead, and stalked over between the wide open gate. She raised herself as though lifted by the strings of some sultry puppeteer. "Let's wander now inside, my sweet!"

He trotted to her side. They crossed the threshold. Big Mac did not notice the gate close behind them with the faint sounds of cluck, cluck, bwak, cluck, hiss.

"Mane Street." Big Mac read aloud the gilded letters embedded in the pavement at his hooves.

Just past the title were a set of rail-lines. A red trolley, probably just big enough to fit twenty ponies comfortably, with twisting golden railings and black cushions with white blazes, pulled up before them. It stopped and a pony inside pulled at a string, causing a bell outside to ring.

"All aboard who's comin' aboard!" The pony called out in a low bass. He stuck out his head from the front cabin, a gray face with a well-groomed burnt sienna brown mane and whiskers. He submissively tipped his hat when he saw Catherine, and gave her a look that seemed to silently repeat, with more respect, what his former statement had said aloud.

Catherine smiled at the trolley-pony before motioning to Big Mac that they should step aboard.

Big Mac returned her smile and helped her up before joining her inside and sitting beside her. The cushions were soft, yet firm: a sign of newness. He could smell the freshly lacquered dark-wood at his hooves and the paint on the ceiling and walls. It was an open trolley, with only a chain that attached to a small latch for the entrance door. No glass windows: completely open air. The seating ran parallel to the length of the car. Catherine pointed things of interest out to Big Mac as the trolley tugged along a little faster than trotting speed.

"And this is Mane Street: the opening street into My Amusement Park. There are shops all along with small apartments above them for foals to sleep and stay; maps found there, a small museum, just past, and many concession-stands with all sorts of treats to nibble on!" Catherine scooted closer. "There is even a fancy high-class 5-star restaurant at the end of this line; the trolley only runs to the central-hub and back." Her advances were lost in Big Mac who was taking in the buildings they passed.

The style of Mane Street was very faux New Old-Canterlot style, with brick walls, limestone accents, cobbled streets, and marbled shop floors below crystal chandelier lights. Inside the polished lighted shops, he saw ponies shuffling back and forth, arranging merchandise and setting up decor, clearly making last-minute preparations for tomorrow's grand-opening.

The ride didn't seem to last very long, but it was longer than it felt. Before he knew it, Big Mac was stepping off, still gaping at the scenery, tail intertwined with Catherine's. Catherine turned to the trolley-pony with a knowing look, and he rung his little bell and was off again.

"He's practicing for tomorrow," Catherine explained to him in answer to a question he had not asked.

They had got off just after the central-hub of the park which was marked by a rather modest sized bronze statue of Catherine with a warm smile on her face surrounded by scared little fillies, lit from below. Around which were small corners of flowering grasses. Antique-looking lamps lined the circumference of the of and lit up the round central-hub in a dreamy glow.

They had got off at the restaurant Catherine had spoke of: a grand and ornate building of the finest style of high-society Canterlot, mimicking the look of the Princesses's Castle, twelve stories high. The fog rolling by the windows of its brilliantly lit interior gave it all the more a special shine.

"Shall we dine now?" Catherine asked shyly, already tugging Big Mac up the polished stone steps. "Or are you too eager to wait?"

Big Mac did not say a word. He gazed up at the imposing structure, allowing its soigne architecture to awe him. His eyes fell onto Catherine herself. His heart skipped a beat.

"Well?" she purred.

"Eeyup," he nickered and turned his head to the statue, entirely engrossed. He tugged at her, and she submitted with a soft giggle.

"Excited, aincha?"

He turned back to her and nodded rapidly.

"Never been to an amusement park like this, I gather?"

He shook his head just as rapidly.

"Well then, we can have diner later, hun. Let's walk around, hmm?" Catherine smiled and held Big Mac's tail a little firmer. "But wait." She reached under him and unbuckled his lamp. Big Mac was bright red when she took the whole lamp off and set it aside. She winked and blew out the fire.

Catherine guided him away and down a wide street.

"Come with me, and I'll take you into a land of enchantment."

They walked closer to one another; Big Mac nearly leaned against her several times.

The cobbled street quickly yielded to a dirt path, and with it foliage sprung up around them. The foliage grew thicker and darker the further they walked.

Catherine pulled him in suddenly. They stopped. They were just far enough away for the light of the central-hub to disappear behind them and yet not quite close enough for the light of their destination to reach them. It was a brief moment of darkness.

Big Mac felt a soft pressure and warmth against him. A moist warmth passed over his lips, and a soft breath entered his mouth. Almost. He leaned forward, eyes closed, and it was gone.

Hoof steps sounded ahead. Catherine appeared silhouetted down the path.

"This way!" she beckoned. "Come this way. We are nearly there!" And she bounded around the corner.

Had she tried to... no. No. Certainly not. He shook his head as though he could shake the thought from his head if he just shook hard enough. He was mistaken. Nopony has ever done that to him before. He felt hot, and he was sweating.

The corner turned on to a large plaza overlooked by a large pointed-top building. Many lines of festive orange and violet Nightmare Night lights, the only source of light for the plaza, strung from the top of the of the building streamed down over the plaza giving the impression of a large circus tent. Black cypresses, pulled over and twisted together at the top into an arch, severed as the entrance into the tent.

Catherine tapped one of the poles the lights were strung to. The strand shook pleasantly. She gallivanted from one pole to the next, hitting each in turn. The whole tent of lights convulsed and waved like the surface of a troubled sea.

"Don't just stand there, cutie. Come on inside my tent of play," Catherine cooed. She slipped behind a table-clothed table and rummaged around back there. The table was too small to hide her tail wagging excitedly. She jumped out, stared at Big Mac with a look of shock on her face, before turning away bashfully, face fully flushed, and murmured, "Ahh... H-how un-feline of me... I-I am sorry you had to-had to see that... How embarrassing."

Big Mac found her being embarrassed very alluring. But he could find nothing more to do than to stupidly stand in place, and stare at her smiling like a love-struck fool. When Catherine glanced up at this imposing stallion, who looked for all of Equestria like a foal pining for his mother, she couldn't help but giggle to herself which had an immediate effect on Big Mac, who turned a bright shade of red.

The music started.

Big Mac's heart fell; Catherine's rose. Their hearts beat faster. Big Mac sweat and shook; Catherine breathed and shivered.

She swayed toward him. She took his trembling hoof and placed it on her waist. He made an audible gulping sound. She attempted to take off Big Mac's yoke, but he stopped her. She gave him a sultry glare, and slipped her hooves under it and around his neck. He started, as though by a sudden and loud noise, when she did this.

"Hush now, sweet baby; it's only a dance."

She stepped, and he falteringly followed. She stepped again, and he did his best to step in time without tripping over himself. She gave silent nods of approval every time he followed her correctly, even if he stumbled slightly. Gradually, in this way, they danced, and Big Mac soon fell in swing with Catherine's steps. When he seemed comfortable with this, she became more ambitious and took more complicated steps. Big Mac would appear to have some trouble at first, but he was becoming quickly used to following this mare's movements, and would fall in time with little trouble. The more they danced, the more his nerves seemed to fall away, and the closer and more comfortable he felt with this very cute little mare. She'd smile, and he'd smile back, and it wouldn't be awkward, indeed, it was very pleasing and pleasant, and he started even chasing after that return, and would go as far as to initiate the exchange of smiles and would feel glad. He felt aware of how soft and fragile she felt, like he could break her if he was too rough. She felt very precious and delicate, and it impelled him to treat her with such care. They danced all around the plaza.

The music stopped.

They huffed, taking a few moments to catch their breath. They couldn't let go of each other. Their eyes were glued. A yearning inside them dragged them forward. Without words an entire exchange of feelings was taking place in their eyes and in their bodies.

Catherine blinked. Her eyes were cyan in color. Big Mac moistened his lips. He leaned slightly forward.

"Not now!" She let go, beaming, and let her grasp fall into his hoof. "Come with me, first. Follow me: there is still so much to see!"

Big Mac allowed himself to be dragged away by this joyous, precious little filly. He never felt happier. This is going to be a wonderful night!

She guided him to the opposite end of the plaza from which they had entered. Again there was a dense layer of black trees all around them. They galloped through without braking pace. They came out on an area full of carnival rides. The whole place was lit with bright, round electric bulbs. Sounds of carnival music filled the air (Big Mac could just imagine this place full of happy, laughing ponies).

While Big Mac, again taking in the new sights, gawked at the motion of a carousel, Catherine talked in whispered tones to the operator, who, eyes half closed and posture far too laid-back, was clearly testing the performance of the ride for the hundredth or so time that day. Catherine gave nothing but smiles to everything she related. When they seemed finished talking, the operator added one more thing, and a corner of Catherine's mouth pinched.

Catherine threw herself on Big Mac.

"Babe? Wanna ride the horsey?"

The operator stopped the carousel and opened the gate for them to enter. Big Mac silently obliged Catherine's capricious desire to ride the carousel, and gave no resistance when she pushed him toward the only pony mannequin on the entire carousel. The pony, indeed every animal mannequin from the rat to the eagle, were majestic, idealized manifestations of their living counterparts. The pony, a magnificent stallion, was particularly beautiful. Toned muscles shimmering; golden-red coat gleaming; dark-orange mane quaffed; brilliant eyes staring forward into infinity with magnanimous confidence.

"Mount him."

Catherine fell back onto a stationary davenport. Big Mac looked at her questioningly. She demanded his compliance with a sharp glare.

Forced to ride a pony, and a stallion at that. This was so wrong, he thought. He couldn't bring himself to do it: it felt too weird.

Catherine jumped up, forcing his head to turn away from her and turn back to the stallion.

"Ride him! I want to watch you do it!" Tilting his head back to her, gently added, "Please, darling, it would please me greatly. It's only a small request."

Feeling humiliated, he gave in. She helped him up, and then once again fell back onto the davenport. The davenport lay behind and a little to one side of the stallion Big Mac rode. Catherine motioned to the operator to start the ride. Big Mac looked back at her. She smiled a sly, crooked smile and told him to look forward the entire ride.

"Don't look back, baby. You will make me very happy if you just looked forward. Pretend you're a little colt again, and just enjoy the ride, okay."

Big Mac smiled nervously and did what he was told by the pretty filly.

The ride started round, and the motion of the animals started with it, moving up and down rhythmically. Catherine lay down in her stable davenport, and let one hoof slip below her navel.

Big Mac gazed ahead, just as was asked of him. A fiercely loyal colt. He watched the animals ahead of him move gently up and down, up and down, and let that distract him for a bit, before looked at the things he passed outside the ride. He noticed the operator... there was something odd about her. Maybe it was the lighting, or the motion of the ride being just a little to fast to make out properly, or both, but he was sure he noticed, several times, her wiping away black tar dripping from her snout.

Over the music of the carousel, he could hear faint moans behind him, but he did not dare look nor allowed himself to think about what was going on back there, so he closed his eyes and let the odd and cheery, repetitive music of the carousel carry him off into a land of enchantment. You know, he thought to himself, this isn't bad. I am happy. This Park is certainly full of wonderful things. I'm glad I met Catherine and accepted her invitation here...that's what happened, right?

The ride came to a stop. Before he could even step down off the stallion, Catherine tackled him off. She laughed a great, resonating laugh.

"Oh, Big Macintosh, that was so much fun!" She was flushed to her chest. "I love that ride, don't you?" She eagerly nuzzled him.

"Eeyup," he half laughed back.

He didn't even know why he fell into fits of loud laughter with her as they got off the ride; all he knew was that she was laughing, and it was infectious. He couldn't help laughing with her.

"Know what!" She leaped in front of him, crouched like a lioness poised to pounce. "Let's go on a slower ride!" Her mien suddenly changed from ecstatic to coquettish. "It's lovely at this time of night. It's just on the other side of the Park, however. Set aside in the Carnival section."

Big Mac gave her a questioning look.

"This? This is the fair section, not the carnival: the carnival is much more interesting."

Big Mac held his look which Catherine returned. He added an out of character wink in attempt to make his silent mark clearer. She thought a moment. Nope. Still unclear. She rapidly shook her head and smiled to mask her bemusement. Big mac just stared at her like a puppy who has just heard his master say "walk."

"Excellent," she said, patting Big Mac on the back. "Well, my fellow, clearly you are one as profound as your work. Yes!" She strut ahead. "To the Carnival portion of your tour." She beckoned him with a wave. "Come along now," she added before her words finally appeared to process and Big Mac walked behind her. Together they evaporated into a veil of purple fog.

It was strange, she thought to herself. The effect of the miasma in her little game appeared a tad too strong. His mind was foundering for it, and so was lost something in the pursuit she rather much enjoyed: the struggle. But however it played out, this new found piece she now had the long-awaited titillating pleasure to properly test was proving to be worth the sacrifice.

Author's Note

A YEAR?! My lord...

Carnival Cat (Part 2)

[The song in this chapter is sung loosely to the tune "A Few of My Favorite Things", though degrading as the song goes on, ending on a chilling tone that somehow still keeps that uplifting tone by juxtaposition]

"Sweetums."

"Yes'm?"

"Are you ready for the highlight of the night?"

"Eeyup."

"Oh, oh, this way, please. Just there. Excellent."

"Uhng."

"Careful. Not too rough, hun."

"I—I... I don't know..."

"For me? I've been waiting all night for this, and I just can't wait any longer."

"........"

"........"

"Don't you think... we are going a little too fast?"

"No! Well..." Catherine dipped a hoof in the water. Orange and yellow streaks, like hair, jumped up and engulfed it and slipped away. "Too quick," she mumbled. She lifted her hoof out of the water and turned to face the dock where an operator stood. Catherine motioned to her, lowering her hoof as though gently packing something in or patting the top of something. The operator must of got the meaning, for almost as soon as she had made the motion the boat slowed down to a crawl. "There we are." She threw herself back. Their small boat gently rocked. She leaned into him and peered up at him from between strands of her silvery mane. "Cozy?"

Big Mac nodded with an emphatic grunt. He breathed deep, letting it go slowly. The boat entered the rocky tunnel.

He closed his eyes. The music that had seemed perpetually in the air like heavy rain as they had swiftly sashayed through the carnival section of the Park, foregoing the ferris wheel, Flam's Ice Cream Parlor, a few roller coasters, and many more carnival fares too numerous to list, evaporated. Even the impressions he had of the Park felt as though they had no weight and slipped away, growing smaller and smaller as they fell into the great expanse of stars.

Music seemed to be rocking him gently awake. He opened his eyes.

"Wake-y wake-y, there's fun to be... make-y. Celestia, that sounded better in my head." Catherine smiled. "Don't doze off just yet. The ride is starting."

The dark tunnel they floated through was turning a bend. It opened into a tall room. It was dimly lit, evidently to set the mood. Though mostly lit by candle-light, a soft purple-pink glow washed over the room by the light of an iron chandelier. The music was soft and cheery. Big Mac sat up and looked about all eyes. To either side of the stream there were a land of fluffy white and silver clouds and golden arches. Above the chandelier, amongst the black of the ceiling, he espied cherubs, foals with bows and arrows, catching the light and disappearing into the darkness again. About when they were half way through the room, these cherubs were lowered like leaves floating in the wind. Some, upon reaching the clouds, were made to bounce and frolic about. In all, there were about a dozen of them. Two more flanked either side of them at the exit of the room. They turned on each other and loosed their arrows upon the other. Catherine squealed and pressed into Big Mac. Suddenly, all the cherubs were hoisted back up. Big Mac had one good, brief look at these puppets at the exit. All he noticed was that they had no eyes.

"That was romantic," Big Mac remarked, flushing slightly.

"It's not over yet. I am really excited about this next part! You haven't seen nothing." She kissed his cheek. She leaned over the edge of the boat and splashed at the water. "Here is comes!" They rounded another bend. It was a spring landscape.

In sharp contrast to the first room, this room was brilliantly lit. To one side was a mare with lightening-blue hair playing a chipper tune on the harpsichord in a patch of colorful flowers. She winked at Big Mac and sneaked him a blown kiss. He eased back into Catherine. She responded with a quiet purr. Though he knew the grass stopped at the walls and the rest was painted on to give the effect of a horizon, he couldn't help but feel that it stretched into the infinite blue sky. A cool breeze brushed his mane and ran down his spine. He took a deep breath. The little waves rocked him as in a cradle. This room was heavenly. Light and airy. He closed his eyes. He nuzzled Catherine. As they passed into another room, she tilted her head and stole his lips.

His whole body felt tingly... alive and vibrating. Something physically and emotionally between excited and afraid. There really felt like literal sparks that flew between their lips. For a while they just pressed their lips. Big Mac did not know what to do with his hooves. Catherine did. She slipped her practiced hands around his neck. He followed suite, just like when they had danced. He let himself become her marionette. When she gnawed his lips with hers, when she pulled him closer, when she pawed at his waist and pressed it into her, something in his unknowing made him do the same. He felt compelled; he didn't let himself decide whether he should or not. He simply surrendered, and he never had before felt such ecstasy surging through his veins.

For one brief moment, he opened his eyes, just to gaze at her. He saw her glowing in a sea of shifting darkness.

Suddenly there was a sharp rocking of the boat, as though it had hit something. They parted. Big Mac opened his eyes again. He could not see her. They were in another tunnel. Or was it the same tunnel? How long had they been at it?

Almost as soon as he had time enough to question, he felt Catherine on him. He caught sight of a pair of red eyes fleeing the boat before he gave in. She felt more eager now, going so far as to pin him on the floor of the boat. A surge of pressure mounted in his loins. He couldn't help but give a loud moan when Catherine thrust her tongue into his mouth. For a long while, he lost himself; his whole body sensitive and alive as with electricity.

"I love you," Big Mac whispered. He felt pleasurably sore after their fooling about.

Had she always been wearing that white and red pointed shirt? He could not recall; he didn't care: he was happy.

Catherine licked his cheek. "Me too you, babe." She bolted up. "Ohohoh! Perfect: this is the part I really wanted you to see!"

With only a Roman arch between the two settings, they left what was a wintry landscape into a large, empty cylindrical room. Indigo curtains fell behind them, leaving them in complete darkness. Suddenly a voice rebounded all around them.

"Come one, come all! Don't be shy! Welcome all to the Carnival of Cats!" It was a stallion's voice. "I see you're painted suspect, young filly. Why would you that?" He spoke in a very bouncy, uplifting manner, something akin to how Flim and Flam had talked: full of confidence and contagious enthusiasm. "There is nothing to be had here but joy: this is The Happiest Place on Earth! (Not just in Equestria, you know). But don't take my word for it: ask the foals! Well colts and fillies, what do you think of our park?" A deafening roar of cheers gave their answer. "See? Just because something is too good, doesn't mean it ain't true! Some of the truest things seem the most unreal: truth is stranger than fiction, and all that, eh."

There was a loud bang and a flash, and a stallion in full uniform, of a deep veridian, with gold epaulets, appeared atop a stand on an empty stage, swinging his large forehooves open.

"That is an actor portraying my late husband who died trying to put out the fire of our first park."

No casual remark had ever struck Big Mac so sharply.

"Greetings, young couple!" He bounded down to the edge of the wooden stage that ran along the stream with a pleasant wooden clunk. He had a similar golden-hued coat as Catherine, though a little greener, and a vermilion mane. "How do you do this fine evening, love-birds? By the looks of it, more than well." He gave a rident wink. His eyebrows looked fierce. "I am myself just preparing my show as usual." The boat stopped. "You two wouldn't happen to wish to take a peek, would you?"

Catherine raised an eyebrow. Big Mac looked from Catherine to the stallion and back again. He nodded.

"Excellent!" He stomped his hooves and spun about. Upon reaching center-stage: "My name is Sandy Seneca!" He paused for a moment, considering. He screwed up his features. Suddenly he disappeared into a flash of smoke. The lights dimmed. A steady drum beat began, like a heart. Another flash appeared way up on a pedestal. Sandy, spotlit, looked down from above.

"Welcome to the show!" he bellowed. "WELCOME TO THE SHOW OF A LIFE TIME!"

A large curtain fell, unfurled. In the moment it took for it to collapse on the stage, the entire scene had completely transformed. Erie green footlights lit the stage: a scene depicting a microcosm of The Carnival of Cats. Orange-yellow lights came on behind some of the cut-out buildings. Rows of little foals came filing out, hardly old enough to have yet earned their cutie marks. The beat became a firm presence and a long wail of a cello began what became a hypnotic song of a full orchestra sung lead by Sandy and accompaniment by all the foals.

Silver dew on crisp leaves and smiles a-glowing;
Cream-colored ponies on a raft gently rowing;
Paper goodie-bags tied up with silken strings;
Come here, there are so many wonderful things

(at Carnival Cat's)

Sandy weaved through the foals, who appeared almost hypnotized by the music all smiles and dancing, tossing out goodie-bags that poured out shining things Big Mac could not make out. Around the stage, the foals acted out what was sung.

Fillies in red dresses with green satin sashes;
Golden eyes that peep from rose garden caches;
The coaster that rushes by with joyous cries ringing;

Big Mac started when an actual rolled coaster roared by just above their heads.

Come here, there are so many wonderful things

(at Carnival Cat's)

The green footlights faded into violet atmospheric ones. The foals' interpretive-dancing became more intensive and ballet-like. Sandy gave a juxtaposed rendition of their dancing that was somewhat more hard and popping than the foals', though just as flowing and rhythmic.

Caramel apples, starry skies, and sweet-smelling ice-cream shops;
Gas-lamps and soft moonlight caressing young rosy cheeks;
Music-tickled ears soothed by seductive singing;
Come here, there are so many wonderful things

(at Carnival Cat's)

When the words bite,
When the world is cruel,
When you are lost and alone,
Simply know Carnival Cat will always love you

Catherine stole a full tongued kiss from Big Mac.

And make it all alright

(make it all go away)

Here they paused during the bridge, walking about listlessly. The scene changed before Big Mac's eyes. The carnival scene pulled away and was replaced by one that appeared to be of a jungle camp complete with a large tree with a tree house. The lighting changed as well, lit by small candles; and the light of a starry sky glowed around them.

Rides and attractions and shopping galore--

Sandy removed Big Mac's yoke and tossed it to some filly who took it away.

Oh silly filly, don't wear that, you'll be mocked a whore--
Once you're in, you'll want nothing more!
Come here, there are so many wonderful things

(at Carnival Cat's)

Mysterious passages; to discover there is oodles!
Playgrounds like jungles, swinging vines like noodles!
Mind your head, and careful of your step.

(neck)

A sharp crack reverberated.

Come here, there are so many wonderful things

(at Carnival Cat's)

If you're feel light-headed from too much play,
Take a sip of the floral garden tea;
You'll feel refreshed and eager for more!
Come here, there are so many wonderful things

(at Carnival Cat's)

When the words sting,
When the world feels nil,
When you're feeling sad,
You don't need to worry, just come to me colts and fillies--

Big Mac caught his breath, nearly falling overboard, when Catherine gave him a sudden shove onto the stage. He attempted to protest. Sandy Seneca pulled him up into a hay-cart. Catherine jumped into the driver's seat and gave the reins a snap. A small group of four sinewy stallions pulled the cart.

The jungle scene fell away. They seemed to be leaving the tunnel of love itself. Before Big Mac rose a large track of land sprawling with stables, enclosed within a dense wall of pines that appeared to fall up like upside-down curtains. As though they were in the bustling streets of Manehatten, foals ran all about, in and out of the stables, climbing on the cart, making faces, gazing around dreamily, shooting mischievous glares...

The cart creaked through the rows of stables.

Catherine sang.

Look here is a hay-cart, let's go for a ride!
I just love to make you happy, I swear I could die!
Look this ride, tunnel of love, legend of lore!
Oh oh oh so many wonderful things

(at Carnival Cat's)

Something from one of the stables arrested Big Mac's attention.

The rallying music is dying...

What follows happened within an instant. He saw inside one the stable a foal, he could not say whether filly or colt, drinking from a jar. The foal collapsed and fell into convulsions. Big Mac was startled at how quickly the convulsions stopped, vanishing almost as soon as they had appeared. In a flash the foal was infected in cutie marks. Several foals rushed in and seized the foal, pressing it to the ground. In the mess one foal tossed out a piece of flesh, careful to have not cut the cutie mark. That was all he saw before they disappeared behind the wall.

My head is spinning, my smile is hurting...
I am sore, I am hungry, my body is yearning--

A flash of pink smoke revealed a picture of Ponyville.

Oh oh oh oh so many wondrous works

(at Carnival Cat's)

The picture melted onto the landscape and what once were mere stables became the entire town of Ponyville. There was copious amount of black smoke among the buildings.

The darkness is luring, my numbness is curing.
I love your eyes, your heart, your flesh.

Big Mac felt a bite at his loins.

My husband, do not cry: you are in good hooves.
I love it here, playing and laughing and forgetting the world!

(a land of permanent entertainment)

Sandy Seneca fell off Ponyville's bell tower accompanied by cackling laughter. Before he hit the ground he sprouted what appeared to Big Mac to be two black fleshless bat wings. Sandy Seneca dived into the earth and all became blackness. The land of stables rose up again. The foals were missing. So were the stallions pulling the cart.

Forever at play;
("I want more!")
Fear always at bay;
Beauty cannot harm you.

As the cart wheeled back into the tunnel of love, Big Mac espied a sign fallen as though tossed like trash, that read in crude hoof-writing: Welcome To Gloomy Town.

And at the end of it all you'll stand there and scream:
"I don't want to leave!"

("Don't let it end!)

Big Mac turned sharply about. Catherine leaped from the cart, landing on the stage with a loud fanfare of fireworks. To Big Mac's surprise he was in the boat again, though with Sandy Seneca who applauded wildly.

"What a show! What talent! What magnanimous je ne sais quoi!" Sandy Seneca roared.

Catherine took several bows, apparently taking no notice that Big Mac did not cheer. He was confused. Where had they gone outside the tunnel? Why did that pony get cutie pox, and what happened to it when those others grouped around? Did that really happen? How did they bring in the set of Ponyville so fast? How did he wind up in the boat? But most of all he wondered... had Catherine's mane always been so bone-white? And it seemed stained in places, as though somepony had dropped jet-black ink on it. Was it just a trick of the light?

Big Mac was thrust out from his reverie by a sudden force. Sandy Seneca had given him a hearty pat on the back.

"Well done, old boy, well done," Sandy Seneca acclaimed. Big Mac wondered what he had done. "I've been trying for years to win Catherine's heart, and you've managed to woo her in mere few short hours. You are quite the strapping stallion. I've never seen her so happy! She hasn't sung like that since her husband passed. Well done, very well done!"

Catherine sashayed between them on the boat.

"It's true," she began. "Never before have I felt so elated. There is something about you, Big Mac, very much like my late husband. Though Inkwater here bares striking resemblance to him, he is just an actor." Inkwater (Sandy Seneca) nodded as though he had long since accepted this fact. "But in you, now, I've re-found my spark. And I am certain with you at my side..."

"Well! I think I'll leave you two," Inkwell cut in, removing himself from the boat. "We have to set up for tomorrow morning, which is just a few hours away, anyhow." He motioned behind him to nopony. He gave the boat a little shove. "Bon Voyage, mes amis!" With a wink he disappeared into darkness as the lights went out.

"We should be exiting the tunnel any moment now," Catherine's breath tickled. Big Mac felt her weight on him. Was she smelling him? He felt something wet invade his ear. He pulled away. She giggled and repeated the action. He pulled back further. She giggled.

They came out of the tunnel moments later, but not to the same place through which they had entered. They were in a building. Everything was brilliantly lit, and chandeliers hung from the tall ceiling. The walls around them were neatly carved bricks of granite. The floor was marble. They got off the boat and climbed a flight of carpeted stairs. At the end of a short hall, before a large set of doubles doors, Catherine stopped him.

"Ready?"

What should he be ready for? Nonetheless, he nodded. Her eyes flashed. She flung the doors open.

"Cutie Mark Crusaders, Cat and Big Brother have arrived!"

Catherine flew out at full gallop in the brightly-lit and large carpeted room. The entire room was populated with tables covered with ghostly-white table-cloths. Curtains between table clusters of four appeared to give some amount of privacy between them, though big Mac found this strange. The ceiling was a piece of art: colored glass hung from it in intricate designs Bic Mac could not make out. They looked abstract, but he swore he could pick out shapes of trees, hearts, hooves... bodies? Certainly not! Nothing in it was as well-together as all that. The carpet seemed to impress the same abstract designs in its colorful weaves; some parts were tricky to make out in the perspective because of it, and he nearly tripped over his own hooves more times than he would ever admit to. There were no chandeliers in this room, just regular lit-bulbs in round recesses in the ceiling in neat, long, orderly rows.

"Big Mac! Big Mac! Big Mac!" Applebloom flew into her brother's hooves. She was shaking. "Big Mac! Have you been gettin' shown around by big sis?" (She meant Catherine). "We've been pretty much everywhere, ya know?" She opened her eyes unnaturally wide.

"It's amazing here!" Scootaloo shouted. "Have you been everywhere yet?" Scootaloo wouldn't stop hopping in place, even after Big Mac asked her to stop for it was making him nervous.

"Oh! If you haven't I'm sure we could show ya around." Applebloom nudged Big Mac hard in the rib.

"Or is Miss Caaatheriiine planning on finishing your tour?" Sweetie Belle winked knowingly, scanning him with her eyes.

"Please, girls," Catherine blushed. "We can discuss this over dinner."

No sooner had Catherine spoke these words than, speak of Nightmare Moon, severs poured out of the kitchen with ready made dishes.

"Well woulddya look at that," Applebloom gaped.

"It looks delicious!" Scootaloo scurried to her seat.

They sat at the table the Cutie Mark Crusaders had been seated at. Catherine sat next to Big Mac.

As they ate the large helpings of carrots, corn, apples, pumpkins, and other fruits and veggies of warm hues, Big Mac suddenly found himself unable to tear his eyes away from Catherine. Something... something about her tongue. It looked... green.

Big Mac had never seen Applebloom eat with such voracity. She ripped at her food with an animal passion.

"When is the last time you have eaten, Applebloom?" Big Mac asked between sips of his apple cider.

"Oh, it's felt like forever," she gasped like one suffocating.

Big Mac meekly returned to his own plate. He started when the table jumped up, nearly spilling his cider. Sweetie Belle had dove under the table to catch a bit of zucchini that fell off the table. And without comment, she returned to her plate. Needlessly to be said, he was quite agape at the fillies behavior, which he found almost desperate. They ate as though they had not seen food in days or that this might be the last hasty meal of their lives; tearing at the flesh and gook of the pumpkins with peculiar vehemence. He could find no solace for reason for this. He returned his gaze to Catherine. She appeared all smiles and little eyes.

"Something the matter, hun?" Catherine's voice rung. Big Mac shook his head. Her eyes looked bloodshot. He smiled weakly, inhaling a large amount of food and cider. He felt sick without knowing why, and Catherine felt to be wearing on him like an old shirt.

Feeling the numbness of a full belly, he looked around the table. Nothing for him existed for him but the table, every wrinkle in the fabric, every scrap of food, was all there was. He stared at it until he felt a burning in his throat. He looked up at the fillies.

Red dripped from their faces.

An icy revelation overcame Big Mac. The waiters kept pouring out with plates of red. He had not been eating apples nor pumpkins...

He jumped up. Catherine looked concerned. He asked for the restroom. He was gone before she could finish her directions.

Big Mac fell against the wall of the restroom.

He vomited.

They were eating the flesh of foals.

He could not feel the ground under his hooves. He felt as though he were floating. The image of foals' eyes and heads they ate infested him. Above all hung the question: for what?! For what reason was this done, and how? Why did they eat? Why could he not see this all before?

He vomited again and again. His mouth tasted of iron.

He washed his hooves compulsively, never sure if the red of his coat was free of the red of blood. He scrubbed until they were sore and slightly swollen.

All the while the feeling of floating became evermore predominate. He could not now even feel his own hooves or legs: they felt as though they were stranger's. He felt no sensations of the towel's rough cotton as he dried his hooves.

He wondered if he had only just imagined what he saw. Really: hadn't he been drinking? Was it not late in the evening? The vespers and the alcohol merely playing him for a fool? Surely. Certainly. That could only be the case. Only that. Only. Nothing more.

He sighed. His head felt light as from a head-rush. Bracing himself against the wall, he pushed himself out the bathroom door.

"Big Mac!" Applebloom exclaimed. "I am so happy you decided to go through with the proposal."

"Proposal of what?" he thought. He languidly tilted his head to one side.

"Fer the weddin', silly!"

Whose?

"Now c'mon, big sis Cat is waitin' fer ya! She being waintin' fer hours."

Hours? He could have sworn he was only away for a few minutes.

"Little sis, hours?" said he.

"Okay," said she exasperated. "Not exactly hours, but darn near... near it."

Big Mac looked around. Where was he? He hadn't come in this way. No. This was not the restaurant. Gone were the marble walls, instead rose the tall, slender wooden boards. And he felt itchy. What was he wearing?

"Uh, where is she waitin'?" he asked capriciously, expecting no real answer.

"At the alter," she said as though the answer were the most obvious thing in the world. Applebloom gave her big brother a shove. His head spun suddenly. His body still felt numb. He hadn't the life to inquire what "alter" Applebloom was talking about.

The longer Big Mac surveyed the walls of the church, the more a vague sense of unease sank a pit in his heart. The white walls called up images of tall, sender white bones lined up vertically; the corners where these met the ribs of the ceiling seemed sharp as daggers, and the corners where two walls met their point with the ceiling were the tips. As he waded ahead these points pressed in on him, spooking him to paroxysms. More than once did Applebloom have to give him a sharp jab in the side to call him back to the path ahead. He was being lead past what he felt to be a trench between rows upon rows of piercing stalagmites. Casting his gaze ahead, he beheld a remarkable sight: two large bronze lions stood on a raised platform, up to which stairs lead; they appeared to be frozen in the midst of a passionate struggle, both upon their hind legs and taking mighty swipes at the other, though for the first brief moment Big Mac caught sight of them he nearly shouted as they appeared to him to be vividly alive, and he nearly could hear their sonorous roars.

Applebloom spoke up. "And there she is, your love-of-your-life, Big Mac: Catherine!"

Before Big Mac knew it he was kissing that corpse of a pony.

"Big Mac, that we would die together. Say you'll destroy whole generations for my sake," Catherine said when they had broke their kiss, drool streaming from her lips. "Oh, there was a hell inside me before you came; and now I feel it has but all frozen over, there being no more chance of a climate as we know it up here ever reaching its depths. And the children, love, the children, dear..."

Big Mac fell against an icy steel bar. He saw Applebloom and her friends down one end, screaming and shouting something he could not make out. Sweetie Belle gnawed at her end of the bar, causing a sound like stomach pains to reach his ear.

"Quiet, you little sluts! My husband is ill to death for your jestering about! Take your nonsense further down the line, and let us of your poisonous stupidity." The voice belonged to Catherine. She wiped her mouth, as one would wipe food from it, and leaned into Big Mac for a kiss. He resisted weakly, which only made Catherine push forward all the stronger.

A black-coated pony with a blue mane and a raspy voice conducted Big Mac into some cart. His legs lost their strength, and, unable to resist, he fell forward, feeling his own sigh to be a stranger's. He was aware of Catherine screaming at the Cutie Mark Crusaders a few cars ahead and then whispering something that tickled his ear. All he caught was the single word, "roller-coaster." Catherine smiled with yellow teeth and his head was forced against his seat. Big Mac had a fear of heights but something, like a fog, made the whole experience of being raised up to the the summit of the roller-coaster's hill unreal and like an indifferent dream. His stomach did a flip and then he was falling.

Through one loop he witnessed Scootaloo falling out of her restraints and nearly falling on top of him. She hit a bar and kept falling. He could hear high-pitched giggles ahead of him and a cackle beside him.

He threw himself out one side of the coaster, he was yanked back however to suffocate at the lips of Catherine.

Several times he saw the support beams of the roller-coaster great mooncalfed swords swinging at him; several times he perceived guillotines where there were only tunnels the roller-coaster rushed through. Screams gurgled forth from the scree of the differing air-pressures.

The coaster tumbled into the station. On the station platform Big Mac saw a small mass of laundry. Perhaps is was a pile of hay. He started when it moved. It crept toward the cart like a leech. Only when it made a sound did he recognized the mangled body of Scootaloo.

Big Mac came to, the landscape emerging from a bush. He smelt vomit in his nostrils.

"There, there, sweet baby," Catherine cooed, rubbing his back. "It's only natural. You really drank far too much at diner, you know." He voice trailed off at the end in a way that impressed Big Mac to believe his vomiting was entirely his own fault, though he couldn't understand why he should feel guilt.

Big Mac and Catherine were in a garden. The first blades of sunrise tore open the the dark waters of the vesper-tide. Big Mac could see Catherine supporting him as they walked between great cliffs of hedges. A stench that was not his own made him vomit again. A chill fell through his body and stuck him to the marrow. Catherine, illumined in the cold light, appeared almost decrepit, Big Mac thought. Her coat seemed to have rotted into a black-yellow husk, and her hair as blanched as a corpse's. When she smiled Big Mac caught a glimpse of her teeth which had an unnaturally jaunted tint.

"Our days together are just beginning."

Big Mac stumbled into an open lawn, green as emeralds. He had run, but from what? Catherine's bloody, yellow eyes. He approached a small figure, a yellow pegasus with a long pink mane, limping. Fluttershy. She was cooing to something in her forehooves. Relieved to see a friend, Big Mac weakly expressed his joy. Fluttershy kept cooing and rocking the bundle in her hooves, without looking up.

"What is it?" Big Mac breathed. She smiled the smile of a mother. Big Mac almost thought she was holding holding a new-born foal. And for an instant he imagined it was theirs.

"Angel."

It struck Big Mac she had smothered her pet to death.

Author's Note

(If this comes up as two Author's Notes: I have NO IDEA how that happened, and I have no idea how to fix it)

FIRST and foremost, I'd like to apologize again for the delay of publication: as even for the best of us, life happens; and, tragically for me, life has robbed me of my precious time to write again and again. For that I am sorrier than I can express in words. And this last bit in this chapter, meant to convey the same feeling of Big Mac during that time, a kind of sudden and uncomfortable foggy jump from scene to scene, was difficult to write in the end as time prevented me from returning and looking over things often enough to get me feel of the scene better. But I hope in the end you, the reader, could feel something of the feeling of things happening almost all at once, and the details foggy, as though you woke up in the dead of night with tears in your hot and stinging eyes that prevent you from seeing, and you have uncertain dread as to whether the world you walk in is the world of the living or the world of dreams.

Just after the year hiatus of this story, it became evermore apparent that music to story, or images to story, and any variant, vise-versa, vise-versa, don't translate completely, and cannot be portrayed the same way. For example, a lot in Sand Josieph's Carnival Cat song is poetic, like when Cat talks to Big Mac (or whomever she is originally talking to) in the song about how her love is lonely, or that she is going to waste his life: this is a soliloquy, more a dramatic device, that can have its place in a story like this, but isn't always best to do so. Often a story that delves into a character's thoughts should be more subtle than listing it to the reader, which would be very boring and kill the magic. So I realized I had to take more liberties with how I was gunna tell the story. I took away some more fantastic parts from the animatic like the continual depiction of Sludge and tweaked him a bit, making him more of an omni-present manipulator that doesn't really appear in this story accept only suggested (he may make a full appearance in the next Carnival Cat story, though:raritywink:). I also had to add several of my own bits to "fill in details" that the song leaves out for its own sake (that is the magic of a song!:raritystarry:). Some of these go beyond the song entirely, like the character of Sandy Seneca who provides some of the visions the animatic shows fazing in and out of existence in the tunnel of love. I felt the CMC being in a cage to be too dull for a story, so I took it to another step of Cat--rather Sludge--hypnotizing them. This also plays into part with the other foals in the story who are actually from another of Sandy's songs: "Gloomy Town." They are foals who have died from cutie-pox and came back to life. Suggesting Cat lures foals into her park, at which they acquire cutie-pox, ride her rides, play her games, build the park--in short: provide everything any good theme park needs. Why she lures foals to her park for this aforementioned reason, and more importantly: why she needs a husband, is so far unknown...

TL;DR: convernting the unseen and seen into a story is tough work, eh:moustache: "The poet ranks far below the painter in the representation of visible things, and far below the musician in that of invisible things." ---Leonardo da Vinci

Some miscellaneous note:
Seneca was a tutor and later adviser to the Roman emperor Nero. Carnival Cat's late husband's name therefore suggests, though perhaps convolutedly, that Cat is similar to Nero. Sandy is of course homage to Sand Josieph, creator of Carnival Cat.

All in all, I am not super pleased with how this story has turned out, but I am content with it. But I suppose that happens when one is working within a story not entirely ones own. I hope to do better with the next Carnival Cat story.

Sludge

[The Mane-Six in the Ponyville hospital, talking in the hall amongst themselves just outside a room. Inside the room are four patient beds: in three are the Cutie Mark Crusaders. In the fourth is Bic Mac. Scootaloo and Big Mac are on oxygen. Scootaloo is in casts. Applebloom and Sweetie Belle are awake, badly bruised, eyes fixed on the door of the room, apparently listening to the voices outside. There are a few tables with half and completely uneaten food on bland-colored dishes, and some flowers, and get-well cards and balloons. Some flowers are wilting.]

[The Mane Six walk into the room. Rarity migrates towards Sweetie Belle and gently strokes her little sister's mane; Aplejack does the same with Appleblom, both with mournful concern.]

Rainbow Dash: We're gunna tell them how awesome I was in kicking that Cat-pony's butt, right?

Fluttershy: Sighs.

Twilight Sparkle: Rainbow...

[Big Mac stirs.]

Twilight Sparkle: Are you awake?

[Big Mac opens his eyes and looks up at her.]

Big Mac: I... please tell me what happened, now.

Rarity: He sure isn't wasting anytime.

Applebloom: Please tell us. We can tell Scootaloo when she wakes up... It's been long enough: we need to hear what happened to... that monster.

Twilight Sparkle: "Monster" isn't quite as apt a description for what that pony was as you might think.

Pinkie Pie: A cat?

Twilight Sparkle: No. Carnival Cat was... She was too omnipresent, too... [swallows] And she seemed to have almost no motivation for what she did. A monster might do horrible things, but even someone as evil as Tirek had a reason. But Cat... I don't think she had any. And what she did to you fillies, and Big Mac. If you have no memory of it all, it would be best that way.

Sweetie Belle: Twilight, seriously? We are tired of waiting. You won't scar us anymore than we already are. We want you to tell us what happened already! All of it.

Rarity: Sweetie Belle!

Sweetie Belle: No, big sis, one of us has to speak up already. It's been days, and no one has given us a straight answer. Just stupid things like "It was terrible" or "You looked completely awful" or "I am very sorry for what happened." You've already lied to all of Ponyville and made us lie about what happened too. Well I am tired of it. We want the truth!

Applebloom: We heard you talking about it. So if you're gunna ever say it, might as well say it now.

[The Mane Six all exchange worried looks.]

Twilight Sparkle: You're right. However cliche it sounds, you should know what happened. Fluttershy, you were there when you and Big Mac got separated. Wanna start?

Fluttershy: Uhh.. oh, okay. Um. Well, after you three disappeared, Bic Mac and I went looking for you in the Everfree Forest. We got lost and found a gate. Thinking back, it was strange that at the time that I should have taken the sign so literally to mean something to imply a noose, but at the time, without my really thinking about it, it came to mind and I couldn't shake the image. Anyway, the gate was rusted in place. We didn't think about kicking it down. Bic Mac slipped through the small space first. Then suddenly a dark pegasus swooped down and knocked you out, Big Mac. I tried to fly over the fence, but before I knew it that pegasus was on me. It felt like thick sap, and it seems it may have been make of some kind of sap, because after I fell, a large puddle trapped me to the ground and it seemed to ooze from the pony's hooves. I heard Big Mac scream like I never knew he could. The pony looked startled and rushed back towards Big Mac, leaving me trapped. Suddenly that pony seemed to disappear into a cloud of smoke--or rather it became smoke and vanished. I shouted at Big Mac, screaming for help. He seemed frozen in place, just staring at me with a fearful expressed on his face. A mare's figure appeared next to Big Mac. She pulled him into her, and looked at me. She made a motion with her head and before I knew it, I tore myself free from the black sap and was bolting away back toward Ponyville. I didn't stop until I got to Twilight's.

Applejack: And I was already there by the time Fluttershy blew down the door.

Applebloom: Why were you at Twilight's?

Applejack: Hush now, I'm gettin' to that. I was over at Twilight's 'cause, well, sometime after you left, Big Mac, that same sort of dark.... sappy... You know, Fluttershy, only you would think of describing it that way, but I say it was more a kinda sludgy black mass. Anyway, after I had tripped on some earlier, just after you left, it started seeping out of every shadowy corner in the house. Granny was yellin' and a-hollerin' in her room, so I bolted as fast as I could, which really wasn't that fast, what for pushing through the sludge on the stairs. When I opened the door, I found that self-same sludge-pegasus Flutershy described slowly closing in on Granny. Need hardly sayin' I gave that sorry creep the what-for, but, like magic, it grabbed me from behind. Granny tried to fight it off. It hissed, or steamed (smoke came from its nostrils, something foul), and a pool of the sludge swallowed Granny whole! Unable to do anything that seemed to work at all I panicked and jumped out the window, heavy with the guilt of potentially losing Granny forever, and without a word. But what could I do? There was no way I couldda taken that thing on my own, and I knew I needed help! I looked back to see it chasin' after me, but it stopped when I got into the main part of town and vanished. I rushed to Twilight's for help. I was in the middle of telling Twilight about it when Fluttershy came in; and almost as soon as she calmed down enough to start talking to us about what happened, she started up in a panic again about her animals at her cottage, and wouldda flew back if Twi an' I haddn't held her back.

Twilight Sparkle: However. [She pauses.] After we were able to get Fluttershy calmed down enough to explain what happened...

Rainbow Dash: [Aside: whispers to Rarity, mocking Twilight's manner of speaking.] We left Spike behind.

Twilight Sparkle: In short we got the others and made our way into the forest. It had appeared that whatever Applejack and Fluttershy had seen had not made it very deep into Ponyville, for the whole town was silent as the breeze. Now, not long after we entered the Everfree Forest, things got strange. And while we were in Cat's Park, more than once I thought Discord had fallen back into his old tricks again; and I wished it were Discord behind it each time I was proven wrong.

Applebloom: What do you mean, Twi?

Sweetie Belle: Shh!

Twilight Sparkle: Following Fluttershy, we headed into the Forest. All the way it felt as though life itself had stopped breathing. By the time we came to the rusted gate, I could hear my own blood in the disquiet silence. Fluttershy's voice eviscerated the air like an ax against marble: "This is where Big Mac disappeared." I broke the hinges on the gate and we went through. Still the silence sank softly. We came upon the entrance to the park suddenly. Behind us, the entire Everfree; before us, the writhen Carnival of Cats. Life seemed to resurrect itself.

The whole park was in ruin. For all the world it was a divertamento of decay, a museum of miasma. Most of the structures seemed as though they would fall apart at the slightest provocation. Almost as soon as we peeped inside the ticket-booth, the closest structure, none of us yet daring to breathe a word, let alone think them, a metallic moan stilled our hearts and a loud crash all but killed us of fright. The Ferris Wheel had fallen. A shawdy figure flew past us. Not without some trepidation, we chased after the pony. Rainbow Dash caught up with the pony first, tackling them to the ground. A mare's scream, though hoarse, as a stallion's. Suddenly, quite suddenly, we saw why Rainbow Dash had not called out to us after she had tackled the pony to the ground: the pony was half exposed bone. I was in shock for the fact she was still alive. My voice caught somewhere in my throat.

The pony, more bone than flesh, pulled at a clean white strand from a wound on her back, simultaneously nudging Rainbow Dash off herself. Rainbow Dash resisted less than if she were a mere doll. As the pony continued to pull, at first gently with her lips, but, very quickly, biting at it with her teeth, suppressed an expression of agony on the threshold of joy. I realized she was covered in these white strings, and that they were exposed nerves. She tore out the long strand.

"The pain is leaving now," she half said, more to herself, as though comforting herself of the fact verbally made the fact all the more real, whether the fact was really a fact or not. She trembled still. Her dead body produced a strange blue ribbon of vapor in the moonlight.

"I'm ready to leave now," one of us managed.

A black pool surrounded the body. I woke up, my friends gone.

The corpse seemed to melt away. A skeleton, risen from the pool, drenched in black like ink, accosted me. I felt myself break into a cold sweat, unable to move, hardly breathing.

"What's this you hold that was not in your friends, sweetie?" the bones of the pony spoke.

"An alicorn?"

It assumed the black skeleton of a taller alicorn.

Without my volition, my horn shot out a large blast of magic. The pony bolted, cursing and appearing to gnaw at its shoulder.

I wouldn't move. I couldn't feel my legs. I rose tremulously. I gasped. I ran.

So much black. I still don't know where it came from. Perhaps I was about to pass out. Visions appeared in the blackness. I stopped. The black gave way to a white arch. No...

[Twilight Sparkle shutters, remembering impressions without form. The whole experience rotten away save the very bone, the essence, the emotional impression of nothing at all.]

Twilight Sparkle: I... I cannot completely recall. Black. Swamp. Strings from the ceiling--Rainbow Dash!

Rainbow Dash: What is it?

Twilight Sparkle: Please stop touching me with those dangling strings.

Rainbow Dash: Twi, I'm not. It's alright, you seem flustered. Nopony's rushing you.

Sweetie Belle: Why don't one of you tell the rest. Twi doesn't seem well.

Rarity: We would, Sweeetie, but Twi was the only one who saw it all. All the rest of us remember is waking up, and Twilight calling us to arms against Cat.

Applejack: As usual. Far too over-played. I wonder who pulls these strings of fate? In a work of fiction, the author of a story does, and calls their characters' fates "plot," never letting truth get in the way of a good story...

[Everypony turns to Applejack with baffled looks.]

Applejack: There's a lot you don't know about me. So shut it.

[Nopony pursues the matter of Applejack's metaphysical comment further, perhaps all unconsciously in accord that any advancement would meet with impregnable gates of stubbornness.]

[Twilight Sparkle, pushing on almost as though this exchange had never happened, being so absorbed in her thoughts:]

Twilight Sparkle: Like words drowning in cider, images floated into view, transient as a dream. I'd rather not. I don't want to. I need to. Clear my thoughts in voice. Listen.

They say: "In the twilight glimmer of life's last breath, task yourself to death. All the world's a stage, all the stories imitations of stories, mockery of life." They say: "Your head upon the bonnie breast of the sun, are you who brought the one who will string-up that distant star upon the bony boughs." They stop breathing.

I saw the corpse of Catherine, strung up on that wall. Her marionette limbs, pulled up by those strings, moved strangely as she glided toward me. She wore a mask, a rather pain mask, all the more unsettling for its perfect simplicity. Written in chalk on that mask were the words:

"Follow your leader."

The strings! I took hold of them, shaking them violently. Catherine's body swayed.

"Damn you! Damn you!" I screamed.

"Where are your friends?" Her voice resounded. I realized I was in a grand hall. The walls were dilapidated, but the ceiling remained strangely intact. Her voice reiterated like cracking ice.

"Caught in my web, little Sparkle of dust in the sunlight, not perceiving the strings that ensnared you, that led you all into my trap. My web is expansive, Princess. A thousand fibers connect all of Equestria. Every moment planned like a plot in a story. Every inconceivable thing leads to and is made to serve a satisfactory ending. Never trust a story teller: master of pleasant lies; genial misanthrope."

She monologued on, as though it were all an act. Each one of you were hooked up by strings to nothing. I couldn't understand.

I should mentioned that the corpse of Catherine may not have been Catherine at all. Her voice came from behind me, gradually drifting closer.

On a surge of courage born from fear, I spun about and fired a magic blast. There was no one there.

"What ending could I be playing at?"

She stood up by Big Mac on an alter. Big Mac's body was covered in that black tar. You Cutie Mark Crusaders--Applebloom and Sweetie Belle--had the black tar streaming from your eyes; Scootaloo, flying, ran into a wall again and again like a fly into a window. As I said, each of you had strings protruding from your bodies, as though coming from within you, that lead into thin air above. The rest of you were motionless.

In an instant it was over. Catherine's corpse strung me up. Catherine herself flew at me and tore at my flesh. I let loose a spell that severed your stings. There was a flash of our elements. Catherine faded into an oblivion of white, leaving nothing but a pool of that same black tar.

Suddenly... Yes, suddenly, we were out of the Forest, on the edge of Ponyville. A few ponies took us here. The rest of us were well within a day. Of course you all didn't wake up until the third day.

[A long moment of silence passed between them.]

Big Mac: Do you... do y'all think you could give me and the fillies a few moments alone?

Applebloom: Yeah. I... I suddenly feel... I don't know how to feel.

Applejack: We'll be just outside. Give it a few moments to sink in.

Applebloom: How much do you think she didn't tell us?

Sweetie Belle: It didn't really explain anything. Did you notice her moving to swipe at the air sometimes, and, more often, shaking her head as though hair flew into her face or something.

Appleblom: Something ain't quite right, and I'm gunna find out what. Where you goin' Big Mac?

Big Mac [Without turning to them.]: Restroom.

Applebloom: Well hurry it up.

[Big Mac closes the door to the bathroom. He stumbles forward, holding his stomach in pain. His neck seems to be bothering him as well. On the verge of passing out, he sways toward the toilet. He vomits. The bile is black. It looks similar to the black stuff that was dripping from the pony operating the merry-go-round. He feels a cold wash over his face. The idea that this substance is alive strikes him to the very core.]