The Endless Carnival

by ShaD-23

Rating: everyone
Tags: Alternate Universe, Granny Smith, Main 6, My Little Pony: Friendship is Magic, Spike, Cutie Mark Crusaders, Other, Adventure, Random
Length: 6323

Every 100 years, the Endless Carnival comes to Canterlot and leaves just as mysteriously as it appeared. This year's special guest includes Princess Twilight Sparkle. Non-canon.

Every 100 years, the Endless Carnival comes to Canterlot and leaves just as mysteriously as it appeared. This year's special guests includes Princess Twilight Sparkle. What wonders lie untold?

Mid-quil to Forever and For Always and The Reign of Princess Twilight Sparkle.

In loving memory of Tiffany "Kiki" Havivy

Published 2014-01-09 00:10:03 UTC
Last updated 2014-01-09 00:10:03 UTC

Invitation

It hadn't been long since Princess Twilight Sparkle and everypony had stood up against the wicked Tirek, having saved Equestria from his clutches and driving him from the land. Everypony had set to rebuilding Equestria, dragons attacks less frequent but still reoccurring nonetheless.

“Careful, Derpy!” Rainbow Dash growled. “Not after what happened to the town hall!”

The blue unicorn, still not yet returned to her initial pegasus form, irritably oversaw the reconstruction of the train station, Derpy Hooves being her only help at the time.

“Sorry, Rainbow Dash.” she said in a chipper voice, giving a salute. “I'll be more careful!” Turning, Derpy tripped over an open sectioned door, Rainbow Dash rolling her eyes.

“Why do I even bother.” Rainbow Dash groaned, turning back to look at Ponyville. Twilight said that Princess Celestia had invited them to Canterlot for the weekend, but she didn't say why. It was odd. Maybe there was something wrong once again. Maybe Tirek had returned. It didn't bode well with Rainbow Dash. Still, she waited for Twilight and the others to show. Sure enough, after a moment more of waiting, she saw a small crowd on the rise. As they all came closer, however, she saw it wasn't just the other bearers of the Elements of Harmony, but several others as well. Granny Smith and the other Apples, Scootaloo, and Sweetie Belle were all with them.

“Why are they coming?” Rainbow Dash asked in bewilderment, everypony piling onto the platform.

“There's a carnival of some sort.” the alicorn princess explained. “My mother and father sent me a message from Canterlot. I guess that's why Princess Celestia wants us to come there.”

“Oh... well, alright, then!” Rainbow Dash said with a smile. “Maybe it's to celebrate us showing Tirek who's boss around these parts!”

“I wish I could have seen you fight Tirek, Rainbow Dash!” Scootaloo chirped, her tiny wings flapping in a frenzy.

Everypony chatted happily as they piled onto the train. Even Spike was coming with them, unlike before when he had to stay behind and watch the pets when Twilight and everypony went to the Crystal Empire.

“Canterlot always has the coolest carnivals.” the little dragon said, stretching out on a seat. “What's this one, Twilight?” he asked as he and the Cutie Mark Crusaders (including Babs Seed, who was still visiting from Manehatten) watched the passing scenery.

“My parent's letter said it was something called the 'Endless Carnival'.” Twilight explained, remembering their message. At this, Granny Smith's ears perked up. “Some of my books mentioned it, but I can't remember which ones-”

“M' paw said he met m' maw at the Endless Carnival.” Granny Smith suddenly interjected. Everypony turned to her as she smiled. “They said it was unlike anything they ever saw b'fore, nor since.”

“What was it, Granny?” Apple Bloom piped. “What's it like?”

“Dunno.” the elderly mare said. “They said it only happens once every hundred years.” Sighing, she closed her eyes. “I'm so happy I get to finally see what m' paw an' maw were all happy about.” With that, she fell fast asleep, snoring loudly as everypony either rolled their eyes or chuckled.

“I can't wait for this.” Twilight said to herself. “The Endless Carnival... once every one hundred years... it must really be something.” she mused.

=====

It was late why the train pulled into the Canterlot station. Twilight and everypony else was confused. If there was supposed to be a carnival, then nothing was set up for it. Stepping out of the boxcar, they saw Celestia, Luna, Shining Armor, and Cadence all waiting for them.

“Greetings, everypony.” Celestia said with a bow, everypony kneeling before her. “I'm certain you all have heard of the Endless Carnival by now, yes?”

“Yes, Princess.” Twilight answered. “We're very excited... but where is the carnival?” she said as she looked on at the town square.

“Rest assured, Princess Twilight Sparkle.” Luna said with a smile. “All will be clear in time.”

“We're both really excited.” Cadence said with a smile. “Princess Celestia sent for us at the Crystal Empire to attend the carnival.”

“We almost didn't come, but she insisted.” Shining Armor added as they turned to the palace. “She said this was a once in a lifetime event.”

“This will be awesome!” Rainbow Dash cheered.

“CARNIVAL!” Pinkie Pie shouted with glee.

“This must really be somethin'.” Applejack smiled.

“It would be nice to enjoy some festivities.” Rarity agreed, her pegasus wings folded neatly (having traded her horn with Rainbow Dash's wings after an accident).

“Thank you so much for bringing us, Twilight.” Fluttershy said quietly.

Granny Smith, Big Macintosh and the Crusaders followed close behind, the elder smiling down at the four fillies who hurried about and chatted happily. Twilight smiled. This was really going to be something.

=====

Nopony could sleep a wink that night (except for Granny Smith). They all talked the night away, wondering what this carnival was going to be like. Just then, however, Twilight noticed something odd. On top of the Canterlot clock tower, sat Discord, the reformed embodiment of chaos and disharmony. Careful to slip out undetected, Twilight flew gracefully through the black night for the clock tower where Discord sat, looking troubled.

“Hey... what are you doing here?” Twilight asked innocently. The draconequus only waved his eagle claw for her.

“It's not anything big.” he said. “So, there's supposed to be some big function tomorrow, is there not?” he said as he watched the quiet city. Twilight nodded. “I was sealed in stone not long before the first of this 'Endless Carnival'.” he explained. “Looks like I'll see what all the hustle and bustle is.” he said stretching. Twilight opened her mouth to speak but reconsidered as she saw him float off into the night. She couldn't put her hoof on it, but she was certain something weighed heavily on his mind... maybe it was best if she didn't bother asking. Sighing, Twilight watched the crescent moon. It was very pretty. She wondered just what carnival this could be, and why there still didn't seem to be anything prepared for it. Finally, she spread her wings and glided back to the castle. Everypony was fast asleep. She figured she should join them as she stepped off to her quarters, yawning.

=====

Twilight hadn't gotten much sleep when she and the rest of the her guests were awoken. A strange old stallion in a heavy black cloak with a long, platinum bread slowly strolled to each other their doors and knocked gingerly for them to wake up for the carnival, never speaking a word. Everypony, still half asleep, gathered in the main hall as the elderly pony bowed and left as silently as he came. A number of them were confused as to who he was.

“Good morning, everypony.” Celestia beamed, Luna, Shining Armor and Cadence descending another stairway for them. “I suppose you are wondering why you were summoned so early.” she said as she came to meet with them.

“The carnival is about to begin at dawn's first light.” Luna said, also beaming. Opening the door, the two alicorn princess nodded for everypony else to exit before them. All of them were so excited as they were led to the town square by the elderly cloaked stallion. Stepping around a building, however, they saw nothing was there.

“Uhh... what's going on?” Rainbow Dash asked suspiciously.

“Fret not, young Rainbow Dash.” the cloaked pony said in a hoarse, deep whisper. “At dawn's first light, you all will see.”

Soon, many many other ponies gathered in the square, all looking sleepy and confused as well, but still eager. Just then, Celestia and Luna both joined the giant crowd, everypony bowing at them.

“Everypony!” they said in union as the sun's rays began to peak over the horizon. “The Endless Carnival begins now!”

The moment they said this, the sun rose up over the city and gigantic colorful rides, attractions, vendors and tents magically appeared in the giant town square, everypony marveling at them. In mere seconds, however, they saw something else far more spectacular. Everypony in the square were now little fillies and colts (with the exception of Celestia, Luna and the cloaked stallion). Everypony gasped in surprise as they looked themselves over.

“Please, everypony.” the old stranger said with a bow. “May you enjoy the wonders of the Endless Carnival.” With that, giant fireworks lit up in the orange, dawn sky, everypony cheering and flooding the magnificent carnival, Celestia and Luna beaming as they watched everypony enter. However, they could not hear the quiet laugh of the elderly stallion over the loud babbles of the flood of young ponies.

“I eagerly await the chance to... properly... meet with you, Twilight Sparkle.” the weathered old pony said as the tiny alicorn princess raced with her friends through the crowds of other ponies.

Something Wicked?

“This way, granny!” “I'm not granny anymore, Apple Bloom!” “Big Macintosh-” “You mean Lil' Macintosh.” “Eeyup.” “Lookit that over there!” “This is amazing!”

As the sun hung high in the sky, everypony was whipped into a frenzy, racing this way and that to get a taste of all the attractions. Twilight, Cadence and Shining Armor both marveled at a gigantic Ferris wheel while Rainbow Dash, Scootaloo, Spike, Applejack, Apple Bloom and Babs Seed hurried after a zooming roller coaster, Fluttershy, Rarity and Sweetie Belle shuddering as they watched it race the tracks at high speeds. Apple Smith (formerly Granny Smith), Pinkie Pie and Lil' Macintosh each rushed to a vendor selling various treats and snacks. This carnival just had so much. There wasn't a single moment where they weren't overwhelmed by the many many things the Endless Carnival had to offer.

“Let's ride this next, big bro!” Twilight grinned as the Ferris wheel came to a stop, a plethora of ponies flooding off of it.

“Yeah! I love Ferris wheels!” Cadence cheered happily as Rainbow Dash and her crowd piled onto the roller coaster. Shining Armor sighed as the same cloaked, elderly pony motioned them to enter into the compartment.

“Alright.” he sighed. “But only just 'cause you insist.” Laughing and jeering, the three climbed into the box as the giant wheel began to turn, giving them a breath-taking view of Canterlot. It all looked so beautiful, countless little colts and fillies racing up and down the streets as they raced to the many many rides and games and such. Twilight clapped her hooves together, her tiny wing flapping wildly.

“This is so much fun!” she cheered, Shining Armor and Cadence both looking out over the rest of the grand city with her. “I wish Flash could be here for this.” she said, remembering that Flash was still out field training. Still, as the Ferris wheel turned and turned, she felt so happy and carefree. This was just too good to be true.

=====

Rainbow Dash, Applejack, Apple Bloom, and Babs wobbled off the roller coaster, all of them having had the time of their lives.

“Who wants to go again?” Rainbow Dash cheered.

“Eeyup.” Applejack said quickly, her face lighting up.

“I'll do it again!” “Me too!” Spike and Scootaloo called in union, running to join up with them from a target game just down the cobbled street. Apple Bloom raised her hooves to join in, but Pinkie rushed in a flash for the line.

“I love roller coasters!” she cheered, Apple Bloom tumbling toward a haunted house attraction. Shaking her head, she slowly climbed back up to her hooves and raced to join her sister, but something caught her eye. The strange old stallion at the entrance stood completely still, grinning through his long platinum beard, his face still shrouded under his dark cloak. For some reason, Apple Bloom walked closer to him, wanting to know what he wanted.

“You seem like a fine young mare.” he said suddenly as she came to him, shuddering at his deep whisper. “Tell me, young mare, would you care for a balloon?” he asked, holding a shiny red balloon, Apple Bloom's eyes following as it floated about slightly.

"Hey cuz, let's catch up... cuz?" Babs looked around for Apple Bloom but saw her nowhere. She shrugged, figuring she went off to some other ride or the like and hurried to join up with the others.

=====

Fluttershy, Rarity and Sweetie Belle were in total heaven. The carnival had a petting zoo with many many different animals, all of which were very friendly and quickly flooded around the three.

“Aren't you all just the most adorable critters I've ever seen?” Fluttershy mused as she sat on a large bail of hay, stroking a tiny lamb.

“They are just simply the sweetest little animals I've ever seen.” Rarity said with a big grin as she stroked a particularly gruff looking goat.

“I love animals.” Sweetie Belle cheered, Fluttershy and Rarity noddy and smiling in agreement as she nuzzled a chubby pig which squealed happily.

“Maybe we can get you a Cutie mark in caring for animals!” Rarity said suddenly, her tiny wings flapping all about as the goat trotted off. “Fluttershy can help you.”

“Really?” Sweetie Belle gasped, her eyes twinkling. Fluttershy, however, looked more nervous than usual. She was just a little filly, not nearly as skilled as before when she was a full grown mare.

“Well, um...” she stammered, searching for the right words to say. “We... we-”

“Start by singing to them!” Sweetie Belle interjected. “You're so good at singing to animals, so that's the perfect place to start!”

“That's a great idea, Sweetie Belle!” Rarity added with glee. “Try singing, Fluttershy.” Almost as soon as Rarity suggested it, Fluttershy felt a swell of confidence. The animals always loved her songs.

“Okay then.” the yellow filly said quietly, turning to some grazing sheep. “Just follow my lead.” Jittery and excited, Sweetie Belle hurried up to her friend, ready to sing her heart out... until Fluttershy began to coo a calm, mellow tune for the lambs, each of their ears perking up as they listened to her sweet voice and gathered around her. Sweetie Belle, however, folded her hooves.

“No no no!” she said irritably. “Like this!” the unicorn filly said proudly as she began to sing in a loud, bouncy manner, the animals all hurrying over to her as they hopped about to her joyous singing.

“But-but-but-” Fluttershy stammered as the animals began to dance more spastic, hay being torn everywhere. Rarity put her hoof to Fluttershy's shoulder, shaking her head. They both just watched as Sweetie Belle continued to sing with her animal friends.

Finally, after singing for so long with them, the trio walked out of the petting zoo, their spirits still high as the sun had begun to drift slightly to the west.

“That was so much fun.” Sweetie Belle sighed as she hurried to keep up with Rarity and Fluttershy as they chatted happily.

“Oh, that looks good!” Fluttershy said quietly as they saw a small vendor, the smell of warm cakes hanging in the air. Rarity squealed with delight as she and Fluttershy hurried for the stand.

“Wait for me!” Sweetie Belle called as she raced after them, only to stop suddenly as she saw the cloaked old stallion watching her from a short distance, holding a shiny red balloon.

“You seem like a fine young mare.” he said suddenly as she came to him, shuddering at his deep whisper. “Tell me, young mare, would you care for a balloon?” he asked, holding the balloon for her.

“Those cakes look so good!” Rarity said as she and Fluttershy looked them over. Suddenly, the cloaked stranger they saw before stepped gingerly behind the stand.

“Would you care to sample some, young fillies?” he asked politely in his deep tone, smiling behind his platinum-colored beard.

“I dunno.” Fluttershy said as she looked over the many treats, each of them looking so tasty. “What about you, Sweetie Belle?” she said turning, only to see the little filly was nowhere to be found.

=====

Rainbow Dash, Scootaloo, Spike, Applejack and Pinkie Pie all piled off the roller coaster after riding it AGAIN, dizzy and giggling (Babs having ditched them long ago).

“That's was so much fun.” Rainbow Dash said slowly, her scruffy mane more of a mess than before. Scootaloo and Pinkie stumbled this way and that as the two tried to support each other while Spike plopped to the ground.

“Where's Apple Bloom?” Applejack suddenly said, noticing her sister was nowhere to be found.

“Aw, she probably went with Granny Smith an' Big Macintosh.” Rainbow Dash said, shaking her head. “Let's go see if we can't find them an' see what they're up to.”

“Let's surprise them!” Pinkie called suddenly, jumping up and down, Scootaloo flopping to the ground.

“Last I saw 'em, they were at a skee-ball game.” Applejack said as her heart swelled with excitement.

"Then let's go sneak up on 'em!" Rainbow Dash cheered together. With that, the three were off. “C'mon, Scootaloo!” the young blue unicorn called back to her friend. Scootaloo jumped up, her wings flapping faster and faster, hurrying for her friends as they left Spike unconscious on the ground. Just then, however, she saw something strange. The elderly stallion from before, watching her from a bit away, everypony hurrying by him as if they didn't even notice him.

“You seem like a fine young mare.” he said suddenly as she came to him, shuddering at his deep whisper. “Tell me, young mare, would you care for a balloon?” he asked, holding a shiny red balloon, Scootaloo's eyes following as it floated about slightly.

=====

Everypony had gathered in the square as the moon shined bright on the carnival, worried about their friends while the rest of the Canterlot fillies and colts played about on the rides and attractions. Twilight could see them up ahead as she, Shining Armor, Cadence and Babs (who ultimately joined up with them) left the haunted house.

"That was so much fun." Babs sighed.

"It was kinda scary, too, though." Shining Armor added, Cadence giggling. "What? Colts can't get scared, too?"

"Yeah, you were pretty scared, princess." Babs added, Cadence blushing. It wasn't long, however, that the other three spotted the crowd as well.

“This doesn't look good.” Shining Armor said cautiously, the trio hurrying to their friends. “What's wrong?” he asked.

“Scootaloo is missing!” “So is Sweetie Belle!” “An' Apple Bloom.” they all stammered, Twilight at a loss for words, everypony looking frightened at the thought. Why would they all disappear so suddenly. They were always together all the time, always doing funny things together, always trying to get their...

“Wait a minute!” Spike said suddenly, everypony jumping as he finally came to and joined back up with them. “This is Apple Bloom, Scootaloo and Sweetie Belle we're talking about.” Nopony said a word. “You know them, they're probably off trying to do some over-the-top things trying to get their Cutie marks. That's probably why we haven't seen them.”

“That's right, Spike, that's probably where they are.” Twilight agreed. Everypony let out a sigh of relief, knowing Spike and Twilight was probably right.

“Even at a fun carnival, Apple Bloom an' them can't give up on getting' their Cutie marks, huh?” Applejack said wiping her brow, Lil' Macintosh nodding.

“Oh, I was just the same as her.” Apple Smith said, putting her hooves over their shoulders. Rarity sighed as they watched everypony else play up and down the streets.

“This was just so much fun.” she said, Fluttershy and Rainbow Dash nodding with her as the giant clock tower rang out the midnight hour. “I just wish this could last forever.” “Me too.” Cadence said quickly. “Me three!” Pinkie cheered, everypony chortling as the bell let out its final clang.

“Let's go and see what else there is.” Rainbow Dash cheering, everypony agreeing and hurrying with her.

“Let's sneak up an' scare those three if we find them!” Spike called, a number of the agreeing with him as well.

"Yeah, it's the least we can do for Apple Bloom an' them ditchin' me to go an' get their Cutie marks." Babs said in a slightly disgruntled tone. As Twilight hurried at the head of the crowd, however, the tiny alicorn felt herself lifted from the crowd, everypony stopping to see Princess Celestia using her horn to levitate Twilight.

“Don't worry, everypony.” she said. “Just a little something I want to discuss with little Twilight.” she said smiling. Everypony bowed to her and hurried back off into the carnival.

“What's the matter, princess?” Twilight said as Celestia slowly lowered Twilight back to the cobblestone street.

“Something is very wrong, Twilight.” she said gravely. “The midnight hour has come, and yet while every time before the Endless Carnival has faded away, it now remains here.” Twilight didn't say anything.

“Apple Bloom, Scootaloo and Sweetie Belle have also disappeared.” Twilight and Luna said, both Twilight and Celestia blinking as the blue alicorn princess glided down to join them. “I'm sure these both are connected.”

“But... what can we do?” Twilight asked nervously. Celestia closed her eyes and left out a low exhale.

“We will need to meet with the Gatekeeper.” she said. “He will likely know what is happening.”

“Who is the Gatekeeper?” Twilight said suddenly.

“That would be me.” came a low hoarse whisper. Twilight turned to see the elderly stallion from before, grinning from under his hooded cloak.

The Gift of Starswirl the Bearded

“We've seen you everywhere tonight.”

“Just who are you?”

“Esteemed princesses... I am the Gatekeeper, nothing more, nothing less.”

“Why did everypony turn into a child entering here?”

“Well, that would be telling, wouldn't it?”

“Please, tell us what going on, Mr. Gatekeeper.” Twilight sputtered nervously. The elderly stallion nodded kindly to the tiny alicorn.

“Young princess.” he began in a proper tone. “I am the Gatekeeper. I see all that takes place in the Endless Carnival.”

Twilight was going to ask where her friends ere, but just then, she stopped. Maybe it was because she was a little filly, but his words made her feel a sudden chill.

“I've seen you everywhere tonight!” Twilight called. “We all have. Me an' all my friends.” She felt more frightened by the thought as she went on. “Just who are you, an' how were you everywhere at once?”

“My little princess.” the cloaked stranger said. “That would be telling.” Twilight glared, still feeling scared by this strange pony.

“Some questions he will answer and some he will not.” Luna told Twilight as the little alicorn looked up to the two princesses.

“He has been here every time the Endless Carnival has arrived and leaves soon after.” Celestia added. Twilight turned back to the elderly pony, still unsure of him.

“Do you know why we're still little ponies?” she asked. The elder slowly gave a deep nod.

“Indeed, I do, young Twilight Sparkle.” he said, smiling behind his platinum beard. “It would seem that something must be preformed... some kind of action must take place.” Twilight was confused by this. Somepony had to do something for them to change back?

“What about Apple Bloom an' Scootaloo an' Sweetie Belle?” Twilight breathed, not noticing the two regal princesses behind her giving the Gatekeeper a stern, suspicious look. Once again, the Gatekeeper nodded.

“Their absence,” he explained “is indeed connected with the rest of the young ponies who have yet to return to their appropriate age.”

“What needs to be done?” Twilight breathed, the two princesses almost glaring at him now. “Where are they?” At this, the old unicorn let out a low laugh.

“If you truly wish to know the truth,” he said, his horn glowing “you must catch me, little princess.”

“Stop right now!” Celestia said as she stomped forward. The elder ran for her as she powered her horn, lowering it to him, but as soon as he came to her, he ran straight through her, as if she were not even there, Celestia whirling around quickly as the three princesses stared in awe.

“I'm quite talented, aren't I?” he said in a low, mocking tone as he stopped and turned to smirk at them from under his hood. “Only Twilight may give chase, princesses. You have but one hour.” he warned as he ran off once more.

“H-how did that happen?” Twilight stammered, shuddering. “Is... is he a ghost?” she asked sheepishly. Celestia shook her head.

“I do not know, Twilight, but you must go and find him immediately.”

“I fear he may be plotting something, princess.” Luna said, narrowing her eyes. “He said only you may follow... we have no choice but to comply.” she said apprehensively. “Go now, Princess Twilight Sparkle. You've no time to waste.”

Twilight turned back to Princess Celestia, who gave her a nod. She knew she was on her own. Taking a deep breath, she ran off like a shot.

=====

Fluttershy, Pinkie Pie and Apple Smith all rode the grand Ferris wheel near the main plaza of Canterlot. It gave them all a great view of the colorful festivities throughout the night sky over the great city.

“No wonder we couldn' find Apple Bloom an' them.” Apple Smith said flatly. “The whole place is packed with ponies.”

“Aw, well, meet back up with them sooner or later.” Pinkie grinned as the great wheel turned slowly. “Don't worry granny-”

“I'm not 'granny' right now, Pinkie.” the green filly said slightly irritably. Just as their car began to ascend once more, it shook suddenly, Fluttershy giving a squeak.

“Wha- what was that?” she asked as they heard a loud thud on the roof of their compartment. Before they had a chance to even guess what it was, their car shook once more as Twilight jumped on top of it, her tiny wings flapping fiercely.

“What the- Twilight?” “That's really dangerous!” “Why are you up here?” they all called as she climbed on top of their car and watched the elder pony smirk at her.

“You really shouldn't disrupt other ponies trying to enjoy the carnival.” he said, still smirking at her from under his hood. “It is quite rude.” Narrowing her eyes, Twilight inched closer to the edge of her friends' car. She had to time this right as her wings were far too small for her to fly. Making a jump as the cars began to descend, Twilight crashed on top of the compartment the elder stood on, the young ponies inside panicking as it shook violently.

“Careful... little princesses shouldn't be so high up.” he grinned, Twilight still unable to see under his dark hood. “It's dangerous.” he said as he teleported on top of a fruit stand and hurried off into the crowd once more. Glaring, Twilight powered her horn, but could not teleport. Suddenly it hit her. She remembered she was unskilled with magic when she was a filly. Twilight was at a huge disadvantage. She had only one hour to catch the stranger without magic or flying. She was scared she wasn't going to be able to succeed. Gulping, Twilight leaped off the car as it came lower and splashed into a barrel of water. Sputtering and shaking water from her mane, she climbed out, knocking the barrel over.

“Twilight! What's going on?” Fluttershy called down to her as she shot off once more. Twilight didn't have time to worry about things. She needed to find the Gatekeeper and find out where the Crusaders were. Hurrying, she saw him standing at the bottom of the Canterlot clock tower. Looking at the giant clock face, she saw she only had thirty minutes left!

“Can't you catch me, tiny princess?” he taunted, powering his horn and shooting up a wire, sparks flying from his horn as he went up it up it. Twilight gulped. She would never be able to keep up with him at this rate. “Best to take care and leave, young Twilight Sparkle.” he said as he came to a stop on top of a large shop. “It's dangerous for little fillies to play in such high places.”

Twilight growled and powered her horn. She couldn't give up! She needed to find her friends! Powering her horn, sweat dripping down her face, she suddenly shot up it as well, sparks dancing from her horn as it clung to the wire. The elder pony laughed.

“Good show, young mare!” he said, giving her a bow. As she came to a stop in front of him, he teleported once more, this time into an opening on the side of the giant clock tower. “Now come in here!” he said as he hurried inside. Staring with her mouth wide open, Twilight looked around. How could she get in there? Just then, she saw the solution, and it made her heart race. A handful of little ponies howled with excitement as another roller coaster shot through the town. This was her only chance. Jumping, squealing in terror, Twilight caught the head car of the roller coaster, everypony on board screaming as they saw her.

“Hey! What are you doing!?” one colt called in shock, his eyes wide.

“You trying to kill yourself!?” another colt screeched as the ride rounded a bend, the fillies and colts on board staring with their eyes and mouths wide open. Twilight didn't answer as she jumped from the racing roller coaster into the clock tower opening, everypony shrieking as they watched. Her body trembling, Twilight looked at the mass of giant, gleaming gears and cogs as they turned and whirled, feeling faint.

“You are quite persistent, young mare.” the elder's voice rang out, although Twilight could not see him. “Meet me at the top. You haven't much time.”

Gulping, Twilight jumped onto a turning gear and leaped for another shining fixture, hurrying to avoid being crushed by another giant gear. Looking about as she ran in place, she saw a large chain running vertically to the top of the tower and dove for it, clinging to it with all her might. As she came to the top, she dove for another giant gear and stood in the middle, looking for some way to continue on. Just then, she dove out of the way as a gigantic pendulum swung for her. Watching it swing back and forth (careful to stay out of the way of any of the other crushing cogs), she saw it pass a catwalk. That was her ticket out of this mess. As it came back around, she made a leap for it, clinging to it like before as it swung with great speed. As it swayed back to the catwalk, Twilight jumped for it, barely catching the edge of it and climbing up onto it. Breathing heavy and sweating bullets, Twilight hurried up a spiraling staircase, leading her to the bell tower. This had to be it. Looking around, she saw more stairways, all of them leading to more and more bells. Racing up them, she saw a small opening. This was it. Stepping through, she saw she was on the same vantage point she met with Discord at the night before. He was already waiting for her.

“I'm glad you were able to find me, Princess Twilight Sparkle.” he said solemnly. “You are indeed worthy of the title 'Princess of Equestria.'” he said. Twilight glared.

“Why did you want me to chase you!?” She roared. “Where are Apple Bloom an' Scootaloo an' Sweetie Belle!? Why did I have to find you in an hour!?” she demanded.

“Because, young mare,” he said “I didn't want you to miss the show.”

http://www.youtube.com/watch?v=9ddHdO8jeZY

Before she could ask what he meant by that, loud, cheery music began to play down below. Looking down, her mouth wide open, she saw Apple Bloom, Sweetie Belle and Scootaloo all standing at a giant stage at the base of the Canterlot clock tower.

Apple Bloom took the stage first and sang out;

“Take off, at the speed of sound

Bright lights, colors all around”

Scootaloo hurried beside her, singing proudly;

“I'm running wild, living fast and free

Got no regrets inside of me”

Twilight couldn't believe it. Crowds upon crowds had gathered and cheered as they sang.

Sweetie Belle closed her eyes and smiled as she sang;

“I'm gonna Reach for the Stars

Although they look pretty far

I'm gonna find my own way

And take a chance from today”

Just what was all this? This was where they were the whole time?

“Just a gift for the newly crowned princess.” the elder said, smiling under his cloak. “I arranged for them to hide away until the perfect moment and sing an ode to the new Princess Twilight Sparkle.”

Twilight turned to him, blinking wildly. She had no idea what to say. This was what he was planning all along?

“Now then,” he said, his horn glowing “why not go join them?” Instantly, a gigantic slide appeared stretching down to the stage the trio sang on. “This song is in your honor after all.” he said. Smiling, Twilight leaped onto the slide and shot down, everypony cheering as they saw her, giant fireworks suddenly lighting up the night sky as she rode down, smiling and singing loudly;

“I've got it in my sight

The colors feel so right

Got my feet off the ground

I'll keep on floating.”

Just then, the other Ponyville ponies climbed on stage, all beaming up at Twilight as she came down, every last pony in the plaza singing happily;

“Just take my hand

We'll take a chance tonight

Reach for the stars tonight”

Everypony cheered so loudly as the song ended. Just as they finished the song, however, the clock struck one, everypony quickly reverting to their original ages, looking themselves over. The carnival faded quickly after, leaving the plaza empty save for the many murmuring ponies.

Up above them all, the elderly pony smiled down on them from the clock tower. This had been the best carnival yet, he thought to himself.

“I thought I might find you up here.”

Whirling around, the old stallion saw Discord, the embodiment of Chaos slinking toward him. This broadened his smile.

“Is that any way to talk to an old friend?” he taunted. Discord only smiled.

=====

“That was just so much fun.” “I sang so loud.” “Some ponies think it was all just a dream.”

The Ponyville ponies all walked together, chatting amongst themselves as the rest of the ponies piled out of Canterlot.

“This wudn't no dream.” Granny Smith said as Apple Bloom and Babs nuzzled her sleepily. “This was one of the happiest nights of 'm life.” she said, smiling as they made their way to the train.

“I agree.” Cadence said. “This was all real... I just know it was.” The rest of them nodded.

“It was so much fun... I'm happy we came.” Rarity cooed as Sweetie Belle snoozed, riding on her back.

“It's too bad we didn't run into mom an' dad, thought.” Shining Armor said. “I think it would've been fun to ride the rides with them, too, eh Twili?”

Twilight nodded. Just then, however, she noticed the elderly pony nodding to those leaving the Canterlot walls.

“It's that old pony from before.” Rainbow Dash said, Scootaloo sleeping on her back like Sweetie Belle. “He was everywhere during the carnival.”

“Now that you mention it...” Pinkie Pie mused.

“Good evening, everypony.” he said with a deep bow. “I am happy you all enjoyed the Endless Carnival.” Everypony nodded to him as they passed, except for Twilight.

“You all go on ahead.” she said. “I'll be right there.” Everypony nodded and continued on to the train station, leaving Twilight alone with the stranger. “So why did you have me chase you all around the carnival if you just wanted me to see the show Apple Bloom and them were going to put on?”

“Well, that would be telling, wouldn't it, Princess Twilight Sparkle?” he said in a slick voice, Twilight rolling her eyes. “I can, however, tell you if you truly want to know so badly.” Twilight narrowed her eyes at this. Did she really want to know?

“I guess maybe I'll ask you next carnival.” she taunted, the elder pony giving a laugh at this.

“Curious, the mind of a child.” he said. “Just the kind of answer I'd expect from the pony who succeeded where I could not.” he said, making Twilight's mane stand on end.

“Are you saying you are-” was all she said as she turned to see he was nowhere to be found.

Author's Note

Lyrics from Sonic Colors theme song 'Reach for the Stars'

The Endless Carnival

Once upon a time, in the land of Equestria, on a night where the air was quiet and the land was sleeping, a grand carnival was held in the streets of Canterlot, the royal city of the two princess alicorns. Much to their shock, everypony whom entered the city gates, be they young or old, was turned into a mere child. Everypony played and danced and sang and feasted deep into the night. When the clock struck twelve, however, the Carnival ceased and everypony would be restored to their original age, be they young or old.

For more than one thousands years, this event, dubbed the Endless Carnival, has mysteriously appeared in the city of Canterlot, on the same day every one hundred years. Princess Celestia was confused by this, no doubt, but whoever, or whatever, brought this glorious celebration every century, they would bring great happiness to everypony. Though most merely dismissed it as a dream, they still felt great happiness after the night was through.

"My Dearest Princess Twilight Sparkle. I would like you and all of your friends to join me in Canterlot this weekend..."