That Blue Pony's Story

by KartalTheWriter

Rating: everyone
Tags: Comedy, Caramel, Adventure, My Little Pony: Friendship is Magic, Other, Noteworthy
Length: 7975

Three background ponies get on the wrong end of one of Twilight's spells and become pegasi.

Noteworthy and his two best friends Caramel and Lucky enjoy magic, just like any other normal pony. One day, they watch one of Twilight's spells a little too closely and find themselves drastically changed by the experience. Now they have to travel to Cloudsdale and find Twilight Sparkle to change them back.
How will they cope with their new appendages? What will Caramel's fillyfriend say? Will Noteworthy ever get the courage to talk to Pinkie Pie? Will Lucky be stuck with the same ridiculous friends forever? Why is Twilight in Cloudsdale? All this and more in the first of a series of stories centering around the author's favorite, Noteworthy, That Blue Pony.

Published 2012-06-09 22:54:01 UTC
Last updated 2012-07-07 18:30:59 UTC

Introductions

Hello, My Name Is Noteworthy OR How I Got My Wings

The Best Young Flyer competition was coming up. Every pegasus, especially a certain rainbow-maned favorite, was busy getting ready for the competition. The winner would get to hang out with the Wonderbolts for a full day. Isn’t that fantastic?

Is it? Well what about the lowly earth ponies? The unicorns console themselves with the knowledge that they can do magic no other can do. They could fly if they really tried, levitating themselves and whatnot. But the earth ponies really have no hope. They can’t fly unless they use a hot air balloon or ride awkwardly on the back of a pegasus friend.

I read an article once about how earth ponies are actually the most powerful ponies in Equestria because they have the most potential or some hay like that. It was written by an alicorn.

I’m not saying I’m complaining. I’m really okay. I swear. But seriously, sometimes I wish I had a little bit of hope to aspire a little bit further from the ground than the top of my head.

Now, it would be really ironic if I mentioned my phobia of heights right now, so I won’t mention the blinding dizziness I feel if I even jump too high. Oops. Too late now, isn’t it…

“Noteworthy, you’re not making any sense.” Lucky says. I just managed a shaky laugh and wondered whether something else was wrong with me.

“What’s so great about flying anyway?” Caramel says. I want to believe him more than I can express.

“Look, you’ve got to stop letting this obsession control your life.” My subconscious moans. What?

Okay, I’m getting a little too drawn in now.

“Yeah, like really.”

“Chaauh.”

“Shut up!” I tell the voices. These two are called Blue and Gold. I hate Gold a lot. He doesn’t say much but when he does he can’t ever get past the letter ‘CH’.

“Hey Noteworthy, Lucky heard the girls are going to go do something magical. They might want us for background color. You want to follow them?”

Caramel was waiting for me to follow him on one of his ‘stalking expeditions’. Well, that’s not what he calls them, but that’s what they are. It’s where we basically watch the mane six doing cool stuff so we forget about how boring our lives are.

“Sorry, Caramel, the voices say you talk too much.”

As usual, Caramel just sighs gently.

“Noteworthy, they’re doing magic. Don’t you want to see some more magic?”

I have to admit I could use some magic right now.

“No! I want to sit in this ditch and I’m going to enjoy it!”

“Notewor--”

“Enjoy it!”

It’s then I remember I’m sitting in a ditch. I have no idea how I got into this ditch.

“I bet Pinkie will be there. Maybe if you wait for her to come back out you’ll get a chance to talk to her.”

I didn’t answer for a moment or two. I know that’s suspicious.

“She’s says she’s everypony’s friend, but I still don’t understand!” I burst out of the hole suddenly without any recollection that I had been trying to get out of it this whole time except the fact that my hooves were covered in dirt. Again.

“See there, Noteworthy, you want to come with me. There’s magic there, and Pinkie Pie, and I’m sure Lucky will be able to fill us in on whatever we missed.” Caramel said, nudging me forward. I decided to help him out. He’s been trying so hard to help me ever since the voices moved in. Suddenly, that sudden fear came on me like an overexcited puppy. I turned to my friend as if my life depended on his answer.

“Caramel, am I ugly?!” Caramel didn’t hesitate in shaking his head. For some reason I believed him when he answered.

“Noteworthy you’re a beautiful stallion. Now move those legs before I bite them off!”

I never believe him. Something must be different today.

And with that, Caramel and I set off towards Twilight’s house, the source of most of our entertainment. But not for the reason you’re thinking.

We saw Lucky hidden in the shrubbery around the library steps. When he saw us he beckoned us over, mouthing ‘they’ve just started’. Caramel and I squeezed in carefully and all three of us lifted out heads just far enough to see inside. Twilight’s eyes were glowing so we knew whatever spell she was casting was going to be good. There were sparkles and swirls wrapping loosely around one of the other ponies…it looked like Rarity. They were getting tighter and you know me, that made me feel claustrophobic. Ironically, that just made me huddle closer to Caramel, who pushed me off with strange tolerance. In the corner of the room, the remaining ponies were watching the magic, some looking scared, some excited. Pinkie Pie looked her usual self; bouncy, beautiful, and oh so happy…how could she be so happy? It was enough to make me have hives from the cuteness.

“Noteworthy, you should get those looked at.” Lucky muttered on my left side.

“No, that’s normal.” I said back, not taking my eyes off the cotton candy haired mare in the corner.

“Shh,, Rarity’s visible again.” Caramel whispered.

Yes, the mist around her was definitely dissolving. Suddenly, all three of us gasped. So loud was our gasp that we would have aroused suspicion if everyone in the room wasn’t also gawking at Rarity’s…wings?

“They’re like a butterfly’s…” Lucky murmured, transfixed.

“My eyes have received their daily sparkle limit.” Caramel blinked with difficulty.

“The girliness has been doubled.” I whispered. My eyes flashed to Pinkie again, whom I suddenly realized was looking at me.

Or maybe she was just looking at us. I mean, we weren’t supposed to be there in the first place.

“Guys, Pinkie sees us.” I said in a panicked voice to the others, who still hadn’t taken their eyes off Rarity’s wings.

But with the mention of possible exposure we all bolted at the same time, not taking care to be quiet. The last thing I saw before looking away was Pinkie’s confused expression. Just what was she thinking?

And suddenly, inexplicably, I felt lightheaded.

“Whoa!”

“Hey!”

“Help!!!”

All of us were suddenly screaming for no plausible reason. I had shut my eyes, but I think I was the only one because then I heard some voices that weren’t The Ones.

“L-l-l-ucky…? You’ve got something on your back…” Caramel was the first to recover his speech from whatever traumatic experience we had all just been through.

“Noteworthy, you do too…”

“What?!” I opened my eyes and looked behind me. There was definitely something there. And it wasn’t a saddlebag.

“Wings.” Lucky said finally.

For some reason, that was when I realized that we were all about four feet in the air. Realizing this, I promptly started shaking and grabbed the first thing I could find to hold onto.

Poor Caramel; he never saw it coming.

“Get off me, Noteworthy! I shouldn’t even have to use those words in a sentence!” Caramel then tried to pry me off him.

“We’ve got wings…” Lucky was still marveling. His new wings were flapping slowly, barely keeping him aloft.

“I’ve always wanted to know what it’s like to be a pegasus.” Suddenly he screamed and yelled and flew around us in circles, whooping joyfully.

“How’d you even know you could do that?” Caramel, having given up on me, was looking at our companion with confusion in his eyes.

“Just lucky, I guess.” He said, looking bashful. “It’s really easy. Try it. It’s just like running, only you can go up and down as well as right, left, forward and backward.”

All Lucky’s flapping around was making me dizzy.

“I just want to go down now. Please, how do I get down?” I whimpered, shivering.

At this point, Caramel, getting an idea, bucked me off with his back legs. I lost balance in the air, if that’s possible, and somehow fell to the ground.

“Ha! The ground! I missed you so much!”

I heard Caramel and Lucky land nearby me on the ground. Their landings were just a little bit less clumsy than mine. Lucky, at least, stayed on his hooves. There was a rustle as we all tried to fold our wings away comfortably.

“Hey guys, I didn’t know you had wings.” A gray pegasus mare appeared suddenly. Her eyes were more than a little off, but she still managed to land on her hooves. Of course, she had had a lot more practice landing. Her whole life, presumably.

None of us could respond to Derpy’s statement so we just gaped at each other like fish. Derpy flicked her wings as if waving the matter aside.

“You guys are doing really well. I love your style. Your landings were perfect. Except you, Lucky, you landed on your hooves; it’s more fun if you land on your tail.”

We kept gaping at each other at the lack of things to say to the pony--who’s not the best flyer herself might I add--praising our disastrous first flight.

“I like this part you’ve added. It’s very realistic. In fact, this is about how my first flight went. You guys are naturals! Well, see you later. Keep up the good work!” And with that, the ditzy pegasus was off.

Lucky was the first able to speak again.

“You guys all saw Derpy just now, right?” Caramel and I nodded.

Lucky sighed. “Then I guess we’re either all having the same dream or this is really happening.”

“It must be real then; I think as soon as you mention to yourself that it’s a dream in a dream you start to wake up. And we’re all still here.” Caramel pointed out.

“Maybe, but when you have to have the conversation about whether or not it’s a dream you not only run the risk of it waking up but you also risk becoming conscious of yourself dreaming and you can start imagining things and sometimes you get good things, but sometimes you just get your masochistic side which makes you want to have a nightmare just so you can hate on yourself that much more when you wake up and you think ‘I finally get the opportunity to dream about something awesome but all I’m getting is imagined horror’.” I said in one breath.

“I’m sorry Noteworthy; could you be any more specific?” Lucky muttered sarcastically. I sighed.

“Look, I think we should go back to Twilight and ask her if she knows anything about this. I mean, she put wings on Rarity, didn’t she?” Caramel suggested.

“But Rarity’s wings were like a butterfly’s. We have actual pegasus wings.” Lucky said, fanning his wings out again. I took another experimental look at my own wings again. Yep, still creepy. And real.

“I agree with Caramel.” I was suddenly feeling very depressed again. Caramel, forever trying to make me feel better, put his hoof on my shoulder.

“Don’t worry, Noteworthy. We’re going to get through this. Twilight knows what she’s doing, and even if she doesn’t, she has direct contact with the Princess. We’ll be earth ponies again before you know it.”

Earth ponies again…

Does that make me unhappy or excited? If I’m an earth pony, Pinkie and I will be equals. But if I stay a pegasus, I’ll always be a step ahead of her. Always, she’ll watch from the ground. No. If it’s meant to be, I want it to be in a world we can share.

“Come on, Noteworthy. We’re going to see Twilight.” Lucky said. Caramel put his hoof down and started following Lucky. When I finished arguing with Gold, I followed too.

Help?

Help From Our Unicorn Protagonist? OR Spike Is Very Helpful

It didn’t take that long to get back to Twilight’s house. In fact, if we had flown we could have reached it in seconds. But we were still too shaken by the first time to try that again in a hurry. Caramel, being the one with the most persuasive voice, was the one to knock on her door. At first there was no answer. Then we heard a series of quiet footsteps.

“Is that Twilight?” I asked doubtfully.

“Maybe mares walk lighter than stallions do.” Lucky said reassuringly.

The door opened and, much to our dismay, it was only Spike. We all sighed.

“Excuse us, Spike. Is Twilight home?” Caramel asked.

The little dragon shook his head. “She and the others just left for the Best Young Flyer competition in Cloudsdale. You just missed her.”

“Of course we did! Now we’ll be stuck like this forever. Forever!” I started panicking. I dithered one way and then the other until Lucky slapped me.

“Thank you.”

“What did you need her for? Maybe I can help.” Spike suggested.

“We think we got turned into pegasi when Twilight cast that spell on Rarity.” Caramel explained.

“How do you all know about that?” Spike asked suspiciously. We shuffled our hooves.

“Well, errr…you see…that is…” Lucky tried to put into words what had actually happened.

Finally I just said it. “We’re all really sorry but we heard Twilight was going to do some magic and we wanted to watch.”

“So you think some of her spell hit you three?” Spike asked. We nodded. Surprisingly, he didn’t seem mad. “How do I know you three weren’t pegasi to begin with and are just pulling my leg now?”

“We can prove it; look at this, I can barely fly!” Caramel said, flapping his wings and somewhat staying in the air for a few seconds before the wind pushed him back down.

Spike sniffed. “Please. I’ve seen worse flying from Derpy Hooves, and she was born a pegasus.”

“Oh come on. We’re not joking. Haven’t you seen three ponies who look like us but are earth ponies?” I cried desperately.

“Well duh!” Spike said. We all sighed in relief. Then Spike continued.

“But you’re also background ponies unnamed officially in the series. Of course there are different versions of you everywhere. You guys are funny.”

Suddenly Spike yawned. “I’m going to go back to my nap now. Please don’t bother me unless you really have a problem.” Then the door to Twilight’s library closed in our faces.

For a long time after Spike slammed the door, we all just looked at each other like terrified fishes again. We seem to do that a lot.

“Terrified fishes are no fun.” said Blue.

“No one loves you, Blue!” I screamed suddenly. Lucky jumped at the sound, fluttering his wings nervously like a real pegasus. Caramel just rolled his eyes. He’s used to this by now.

“Come on. We’ve got to find Twilight so she can change us back. I don’t know about you guys, but I want to go back to my boring old earth pony life.” Caramel flapped his wings experimentally. Then he flapped harder, lifting off the ground.

“See, this isn’t so hard. Come on, we’re going to Cloudsdale.”

Lucky and I exchanged a look. Caramel was flapping his wings, but somehow he was just going in circles.

“Caramel, we can’t just up and fly to Cloudsdale. We’re earth ponies with wings. That doesn’t mean we can use them.” Lucky said. Funny how Lucky was giving logic advice to the pony whose special talent was supposed to be logic.

“Oh come on, we can do it. If Derpy can do it without injuring herself, we three newbies can definitely do it.” Caramel, who was now hanging onto a tree branch for support, looked very determined that we should get to Cloudsdale on our own power.

“Caramel, isn’t your girlfriend a pegasus?” Lucky asked as we looked up at Caramel, who was still flapping his wings madly.

“Wind Whistler hates going up to Cloudsdale. But wouldn’t it be neat if I could fly up to her and ask her to go flying with me…” Suddenly Caramel’s eyes glazed over and he floated slowly back to the ground.

“Yes yes yes, let’s learn to fly properly so you can impress Wind Whistler, even though she’ll love you for who you are already. Maybe you’ll even learn a valuable lesson in friendship.” Lucky and I began dragging Caramel with us.

“We need to move fast, Noteworthy. There’s a pegasus named Merry May who’s always helping ponies out with stuff. Right around now, she should be on her daily walk. I’d say she’d have reached the park by now--”

“Lucky, why the hay do you know this stuff?!” I asked. Lucky stopped midsentence and just continued dragging Caramel with me. He finally said

“I remember everything I hear,” then looked around like he had just revealed a great secret.

“That’s lucky.” I replied.

“Oh, I’ve never heard that one before.” My friend scoffed.

Suddenly, Caramel spoke up. “Wind Whistler?”

“I’m not your fillyfriend, Caramel.” Lucky said, letting go off him. “Let’s go, everypony. We have to find Merry May!”

“Well I’m going to go find Wind Whistler!” Caramel said defiantly, flapping his wings. He hovered for a few seconds before falling flat on his face.

“Is that enough alliteration for you?” I asked him.

“Chaah,” One of the voices drawled.

“Shut up, Gold!” I stomped my hoof in frustration.

“Why does this always happen when I’m with you?” Lucky facehoofed, fluttering his wings in annoyance. Then he threw his head back dramatically and screamed to the sky. “Why the hay can’t I have normal friends, Lauren?!”

Somewhere, a human mare is shrugging and shaking her head, wondering why the voices have finally come to her.

“Who are you talking to?” Caramel asked, pulling the rest of our world back to reality. Lucky looked guilty for a second, then smiled strangely.

“I wasn’t talking to anypony.” He said slowly.

Cloudsdale

Merry May Is An Amazing Pony OR Three New Pegasi Vacation In Cloudsdale

The search for Merry May shouldn’t have taken too long, considering, but Caramel insisted on flying so he wouldn’t look like a fool if Wind Whistler flew by. Caramel couldn’t fly in a straight line. In fact, he kept swerving so much we thought he’d actually hit his head the last time he fell. And suddenly, there she was.

“Hey, what are you three doing on the ground? The Best Young Flyers Competition is about to start!” It was Merry May, hovering over us.

Lucky was the first to recover from our good luck. No wonder.

“Merry May! Just the pony we wanted to see!” He called to her. Confused, Merry May flew closer to the ground to listen to what we had to say.

“We want to go to the Best Young Flyers Competition, but we can’t fly.” I said. Both Lucky and Caramel gave me dirty looks. Merry May just looked thoughtfully concerned. And that’s what everypony loves about her.

“It’s a long story.” Lucky explained. “We’ll explain when there’s more time. The Competition could start at any minute and there’s somepony we really need to see there.”

Merry May, respecting our wishes, didn’t comment any more on our strange inability to fly.

“I hope the somepony you need to see isn’t a competitor. There’s not going to be a way to see them because they’ll be backstage warming up.”

“Oh no, she’s not a pegasus.” Caramel made the mistake of adding. Lucky and I facehoofed simultaneously.

Merry May looked suspicious. “Not a pegasus? Then how is she walking around Cloudsdale? Only pegasus ponies can walk on clouds.”

For the umpteenth time that day we were at a loss. Then I supplied us with an answer.

“She’s Twilight Sparkle. Of course she’s found a way to walk on clouds. There’s no other way for her to be up watching the Competition otherwise.”

“Oh, well why didn’t you say so? I saw Twilight and her friends going up to the clouds in a balloon earlier.” Merry May said.

“Do you think you could teach us how to fly enough that we could make it to Cloudsdale?” Lucky asked. Merry May looked thoughtful again. “I don’t know. Flying is already so difficult, and Cloudsdale is so far away, and we don’t have much time before the Competition…”

“Please?” I asked, wearing my cutest face. I got the intended result. Merry May melted.

“Oh…why not!” Merry May started off by showing us the best ways to kick off the ground. Once we were airborne, she taught us how to hover.

“Normally, I’d say we need to go over that again, but that can wait until we have more time. Perhaps tomorrow?” We all exchanged looks. With luck, we wouldn’t need her tomorrow.

“Let’s just focus on today.” Lucky finally said. Caramel and I nodded urgently. Merry May was very patient with us. She never got frustrated or anything. Finally, we got to the part we’d been waiting for.

“Okay, we’re all going to go up to Cloudsdale together. There’s just no other way to do it.” Merry May looked somewhat doubtful, but she tried to hide it. We three followed her, sometimes stumbling as best we could in air and needing help to steady ourselves, but for the most part we were flying.

“Almost there! The important thing after this is not looking down!” She called to us encouragingly.

Immediately Caramel turned to me. “Don’t you dare, Noteworthy!”

“What? I haven’t done a thing!” I said, glancing down.

“See! You just did! Now you’re gonna upset what we’ve been working on for the past twenty minutes.”

“Will not!” I said more confidently than I felt. That look down really spooked me. I wanted to grab onto somepony, but I knew that was useless. Now I knew for sure I wanted to be an earth pony again.

“Hey guys, I just thought of something. Once Twilight changes us back into earth ponies, how are we going to leave Cloudsdale?” Lucky said.

We all considered that for a moment. Then Caramel answered our question as if it were obvious.

“Well, we just ask her to change us back when we’re back on the ground. After all, she probably has to go home and look at a book to get the spell anyway.”

“Here we are!” Merry May was hovering next to the base of Cloudsdale looking relieved. Lucky was the first to land on the cloud, poking it gingerly as he touched down. He landed very well, considering the change in air quality up here. Caramel and I followed, but when we landed, we collapsed on the fluffy cloud ground. I was even tempted to go to sleep just then.

Merry May landed next to us, very gracefully might I add, and smiled at all of us.

“You did it!” She cheered, rearing up and doing the whole Hi-yo Silver thing. Then she walked over to me and Caramel and helped us up. She’s so nice.

“Thank you, Merry May.” Lucky said, turning back to us.

“Thank you so much.” Caramel echoed.

“Merry May, you’re an amazing pony!” I said, hugging the real pegasus. She seemed surprised, considering I don’t really know her that well. But under the circumstances, she just hugged me back.

“You three are very welcome. Anytime you need some help, just call on me. I’d throw you a seashell, but that’s not really my thing.” Merry May glanced at the central clock in Cloudsdale. “Oh!” She said, just realizing something. “We’re actually a whole hour early for the competition. In that case, we’d better get to work!”

“Work?” We all said together. Merry May nodded.

“There’s a place in Equestria that needs snow. Noteworthy, you’re good with detail, aren’t you? You go on to the snowflake factory.” Merry May pointed to me and then presumably in the direction of the snowflake factory. I was so confused I went in that direction.

“Medley! Rainbowshine! Help Noteworthy out!” Merry May called to two mares who were flying in the direction of the snowflake factory. Before I could do anything, they swooped down and carried me with them. I couldn’t help wondering where Merry May had sent Caramel and Lucky, and I looked for them as we flew. I didn’t see them and I was moving faster than I wanted to, getting colder by the second. I started shivering.

“Hey, can we slow down? I’m getting cold.” I looked at the two mares supporting me.

“Sorry, Noteworthy. Merry’s orders are pretty final.” Medley, the turquoise pony, looked sorry.

“Yeah. She’s always looking out for a pony’s best interest.” The purple pony, Rainbowshine, seemed sorry too.

“Okay, I know. But listen, I’ve got to go meet some ponies. They’re already here, actually. If you could just let me down…” At that moment, they finally landed and let go of me. Rainbowshine gave me a factory uniform and told me to put it on. It was then that I realized both mares were wearing uniforms too. Again yielding to what I did not understand, I followed their orders.

Five minutes later I found myself making snowflakes by hoof, flake by flake, without any recollection of how I’d ended up there. The first few came out more than a little crooked and I felt ashamed.

“What the hay am I doing here?” I muttered. Medley, who was sitting near me, gave me an encouraging smile. I smiled back, but only because I was still acting on instinct. Suddenly, I heard some familiar voices.

“This is where they make the snowflakes.” Somepony was saying. I looked over and saw Rainbow Dash speaking to her five friends, most importantly Twilight Sparkle. I wanted to run over to her right then and ask her to change us back, but a supervisor was hovering over me at that moment so I had to focus on my work. I fumbled through another three snowflakes shamefully.

“Each one is hoof-made. You can see it’s a delicate operation.”

Then I felt a soft breeze, like the wings of a giant butterfly…

Supervisor or not, I whirled around to see Rarity fluttering up next to some of the snowflakes hanging from the ceiling.

“Ooh! The snowflakes look even better from up here.” Rarity said, the air from her wings disturbing the hanging snowflakes. Suddenly, all the snowflakes we were working so hard on started flying all over the place. Everypony was chasing after them in a frenzy. In all the commotion, I tried to get close to Twilight and maybe tell her about our problem. But at that moment, Merry May appeared out of nowhere and said

“Noteworthy! We need your help in the Rainbow Department!” Without warning, Merry May grabbed me and flew me over to wherever it was she needed me at the time. Because that’s just the kind of pony I am.

Still no sign of Caramel or Lucky.

She flew me to a place where beautiful waterfalls of rainbow liquid cascaded over fluffy clouds. It was wonderful and I wanted to play in it. But before I could fulfill my fantasies, Merry May shoved a pointed thing into my hooves.

“Here, we need extra hooves to stir these rainbows! There’s a small Equestrian city that needs our help as soon as it stops raining!” Merry May called upward to another pony. “Raindrops! How is that storm in Trottingham?” A yellow pegasus mare with a greenish blue mane replied

“It’s been over for a while. I left Lightning Bolt there to make sure that big cloud emptied properly. I just hope what happens last time doesn’t happen this time.” At this, both mares shuddered, and I gave them confused looks. Raindrops finally noticed me.

“Oh, hello. Are you new here?” She looked familiar to me but as she was always flying, she of course didn’t know me.

“My name’s Noteworthy. Nice to meet you.” I said, awkwardly juggling the stick in my arms so I could shake Raindrops’ hoof. That was when I noticed Caramel some ways behind Raindrops, stirring a vat of something big.

“Caramel! Hey Caramel!” I called, trying to get his attention. Caramel looked up from his work and waved at me.

“Alright! Time to get to work!” Merry May, aggressive when there was a job to be done, blew a gust of wind at me with her wing power to push me over to my own vat.

“Hi Noteworthy.” I looked over to see a yellow mare with a pink mane giving me a confused look.

“Hi Parasol!” I sighed in relief to see a familiar pegasus face.

“How are you flying?” She asked, somewhat stunned that she should find me here of all places.

“It’s a long story, but I’ll tell you if you have the time” At that moment a loud voice called out

“Get to work!” which startled me so much I did a backflip in the air and just barely caught my balance again by using the stirring stick I had. Parasol giggled endearingly as she started stirring her vat of rainbows.

“And here’s where they make the rainbows!” Rainbow Dash’s voice somehow reached my ear from way down on the grounds--if you could call it that--of Cloudsdale.

I sneaked a look at the six ponies and noticed Pinkie Pie dip her hoof curiously into a puddle of rainbow. Instinctively, I knew that was a bad idea.

“No! Pinkie! Don’t!” I was so distressed I dropped the stick and turned to watch in anxiety as Pinkie tasted the rainbow. Her face turned multiple unpleasant colors before she screamed out

“Spicy!” It turned out, my instincts were correct.

“Oh, Pinkie.” I sighed, shaking my head.

“Oh, Noteworthy, that’s so cute.” I heard Parasol say. I turned around quickly.

“What?” I asked, feeling warm.

“It’s nothing. It’s just that I know that tone.” Parasol explained, still smiling like I’d done something exceptionally cute. I pulled at my uniform nervously.

“If you have something to say, Parasol, say it.” I murmured, not looking at her.

Parasol giggled again. “No, you’ll figure it out someday, Noteworthy. Don’t you worry.”

Utterly confused, I sighed again and looked back over at where Pinkie and her friends had been. But suddenly they were gone.

“No…there’s gone again…” I said softly to myself. “Caramel! They can’t be too far, let’s go find Twilight and her friends now! And Lucky, now that I remember him.”

Caramel flapped clumsily over to me.

“I think I heard Rainbow say they were going to see where clouds are made.” He said, wobbling midair.

“Then let’s go!”

“Hey, where are you two going?” Parasol asked, appearing behind us. Caramel and I both jumped. “Ooh, you sound guilty. What are you up to?”

“Twilight turned us into pegasi and now we have to find her so she can change us back!” Caramel said, impatiently trotting mid-air.

Parasol nodded in sudden understanding. Then she looked around. “Come on, let’s catch up with them before the supervisor gets back. I’ll help you get through any barrier you face.”

“Thanks, Parasol.” Caramel said.

“Thank you so much, Parasol.” Parasol just winked and lead the way to the place where they made clouds. There were even more vats in this room. Some ponies were pouring buckets of liquid, probably water, into them. There was this strange thrumming noise, like the beat of a big machine. I don’t like the sound of big machines.
I noticed Rainbowshine and Merry May there and I waved. Merry May looked at us and mouthed ‘What are you doing here?’ and I shrugged. Caramel smiled sheepishly. Suddenly a group of ponies, including Rainbowshine, Merry May, and even Parasol, gathered around Rarity, who was enjoying showing off her beautiful butterfly wings. And I do admit they looked rather stunning in that light…

“Lucky! There you are!” Caramel said. Suddenly, my best friend was gone. I let out a sigh of relief when I realized he was just over by Rarity, admiring her wings with the rest. Relaxing, I joined him. Lucky seemed more than overjoyed to be able to gaze at Rarity lovingly without seeming creepy.

“Come on, now’s our chance.” I nudged him with a hoof.

“Oh, Rarity, you’re so beautiful.” Lucky sighed.

“What? These old things? Go ahead everypony; photos are encouraged.” Rarity laughed indulgently, flashing her wings in the light.

“Noteworthy! I want you to take a picture of Rarity for me! Make sure I’m in the picture, too!” Lucky babbled, pulling at me insistently.

“I don’t have a camera, Lucky. And get your hooves off me. I shouldn’t even have to say that to you.”

“You’re no fun anymore.” Lucky pouted. Then he went back to admiring Rarity fondly. Caramel and I exchanged annoyed expressions.

“Lucky, she’s not the unicorn we’re looking for right now.” I poked Lucky again, hoping he’d snap out of it. “Come on, don’t you want to be an earth pony again?”

“Why should I do that? Then Rarity will never talk to me while I’m a lowly earth pony. Why do you think I haven’t complained about these things yet?”

“But wait a second, let’s just think logically--” Caramel was cut off by more of Lucky’s outrage.

“Rarity and I are equals now and I’m not going to let you mess that up for me! I just followed you two here so I could catch up with her! Now I’m going to finally talk to her! And she’s going to LOVE ME!” With that Lucky tried to fly right up to Rarity, but we’d been arguing about the whole thing for so long, we’d lost them all again. All three of us groaned.

“Great. We missed Twilight. How are we ever going to change back now?” Caramel grouched, sitting down on the clouds with a strange, audible thump.

“Rarity!” Lucky wailed. “Where art thou, my sweet Rarity?”

“Hold it, Lucky. Don’t get poetic on us. We can barely handle you normal.” Caramel patted Lucky’s shoulder, trying to comfort him in his own way.

“If you’re looking for Rarity and her friends, they went on to the competition. Rarity’s competing too. I just can’t wait to go see it.” Rainbowshine said excitedly. “It was me who gave her the idea. I’d show you the way, but I’ve got to finish my shift.” Rainbowshine sighed, then she fluttered back to her vat of cloud matter and stirred it disappointedly.

“The competition…” Lucky murmured to himself. Caramel and I didn’t pay any attention to him.

“I’m sure it won’t be that hard to find. Let’s just go the way we hear all the ridiculous applause and excitement?” Caramel suggested. I nodded, then looked over to Lucky to tell him we were headed off. I was more than a little surprised to see he had run off.

“Lucky?” I called.

“Where’d he go?” Caramel groaned. Parasol suddenly appeared back with us again.

“I came back to see if you were lost. You look lost. I’ll lead you to the Cloudiseum if you want me to.” She offered.

“Yes, that’d be nice. Thank you again, Parasol.” I said.

“You didn’t happen to see Lucky, did you?” Caramel asked. We both braced ourselves for a terrible answer. Parasol, still fluttering in front of us, looked completely calm as she said this next thing.

“Oh yes, actually. He said something about wanting the join the competition.”

“What?!” Caramel and I shouted together.

“Lead us to the Cloudiseum, Parasol. And fast!” Caramel shot into the air with a skill and mastery I didn’t think possible.

“Please?” I added, always polite to a fault, as I joined my friends in the air. Parasol seemed concerned by our intensity, but she decided not to ask. However…

“Merry May and I have come to be very curious about your whole story here. When this is all over, I think you owe us an explanation.” Parasol said as she lead us speedily to the Cloudiseum. Caramel and I nodded, not completely sure what we were agreeing to as we were too preoccupied with Lucky at the moment.

When we finally arrived, Lucky was nowhere in sight. We couldn’t see Twilight or her friends either.

“Ooh! I’ve got to go now, get a good seat for me, please!” Parasol, suddenly very flustered, zoomed out of sight instantly.

“Wow! She looks like she’s been taking lessons from Rainbow Dash! Look at her go!” I said, watching the yellow and pink blur fly out of my vision in an unclear direction.

“I don’t even see her anymore. Which way did she go?” Caramel looked around, currently neglecting Lucky.

“I just don’t know where he could be.” I said as Caramel and I exchanged a confused look.

Competition

Where Lucky Went OR Lucky’s Adventures In Love

To completely accept what I’m about to say, you have to accept the love I feel for my special somepony. Rarity is my favorite unicorn. I mean, was there ever any doubt? The way her mane always smells like a different flower every day. The way she levitates gems onto her perfect works of art. The way her magic just cradles whatever object she happens to be holding. Oh, Rarity, I hope you never get a coltfriend…

Unless it’s me, of course. And then, of course, it would be okay, if, you know, if she got a, you know, coltfriend. As long as, you know, she really wants to, you know, be mine and all.

Was I doing that ‘you know’ thing again? Ugh, I do that when I’m nervous. And right now, waiting in the lobby with Parasol and Derpy, I was so nervous I could barely breathe.

I don’t know where Parasol came from; she just kind of appeared. And Derpy, well, she was happy to see me again.

“Have you been working on your moves? You can’t just land on your hooves in this kind of competition. You have to land in an interesting and different way.” She was saying.

It was then I wondered whether Derpy was really as uncoordinated as everypony thought. You know, maybe she like, you know, has just always been practicing for this competition all day, every day to perfect her “interesting and different” style. She may be the sanest of us all…

“I just hope the first prize is muffins.” Derpy finished, licking her lips in anticipation.

Nah.

While Derpy daydreamed about Derpy things in her own little world, I noticed Parasol for the first time.

“Lucky, the others were looking for you earlier. What are you doing here?” She asked, those penetrating eyes of hers looking right through me.

“Oh, I, you know, thought since, you know, I can fly and all, you know, I could just, you know, try this competition thing out before, you know, Twilight turns us all back into, you know, earth ponies.” Throughout all of that, I was readjusting my wings, shuffling my hooves, and swishing my tail. Everypony noticed. Particularly Parasol. She leaned over to me kindly and quietly whispered in my ear.

“Hey Lucky, are you sure you want to do this competition? I mean, there are literally a hundred ponies out there watching. And they’re all waiting for a good sports show. Not to be mean, but you’re really just a beginner at flying. I don’t want you to embarrass yourself.” My ears twitched, but otherwise, I held in all my nerves for the moment.

“You don’t have to worry about me, Parasol. I’ll be fine. Just focus on your own performance. I just want to do it for the experience.” I spoke loudly to show Parasol I wasn’t afraid, but it just seemed to confirm her suspicions.

“Lucky, is this all for Rarity?” Parasol asked, finally getting to the point.

At that point I felt kind of funny and didn’t want to look at Parasol.

“I don’t know what you’re talking about.”

“I knew it! Why don’t you just tell her how you feel instead of all these crazy shenanigans?” Unfortunately for Parasol, I was now ignoring her. But not out of choice--I’m not rude. It’s just that that was the moment I saw Rarity.

She poked her head out of a dressing room and said something to Medley, who had knocked on the door. Then she pulled her head back in.

I sighed.

Parasol clicked her tongue. “Yeah, I’ve seen this one before.” I whirled around.

“What’ve you seen?” I asked urgently.

“Oh, you know, like, everything.” Parasol’s eyes flitted around in a near perfect imitation of me. Near perfect…

“Ha ha, very funny.” I pretended to laugh. Then I looked back at the door and whined involuntarily.

“Is it really that obvious?” I muttered so only Parasol could hear. At this, she laughed really loud, one of those laughs that includes a snort. But because she was laughing at me, I failed to find that snort humorous.

I hadn’t noticed before, but all the mares around us except for Derpy had evidently heard our conversation and were giggling endearingly at me. When I looked over at them they pretended not to see me, a sure sign of guilt.

“Okay, contestant number one, you’re up.” A voice with a strong Manehattan accent said. I jumped and looked fearfully at my flank. Then I sighed with relief when it wasn’t a one. I saw Dizzy Twister trotting out cheerfully, not seeming to care how well she did. As she did her thing, I noticed that Doctor Whooves was competing too. At first I accepted that, but then I realized that was impossible, as the Doctor is an earth pony.

“Hey Whooves, since when are you a pegasus?” I asked him. He looked surprised to see me.

“I could ask the same of you.” He replied.

“Long story short, one of Twilight’s magic spells changed me and two friends into pegasi.”

The Doctor sighed. “You ponies have it so easy.”

“What, aren’t you a pony?” I asked suspiciously. The Doctor looked uncomfortable and coughed nervously. “Well, err, I’m ponyoid. That is, I’m very similar to a pony.”

“Is that why you’re a pegasus?”

“What? Oh no. I’m a pegasus because of…err…well because I kind of lost control of the TARDIS and ended up in a very complicated time-space--”

“Your pet did this to you?” I asked in utter confusion. The Doctor looked at me blankly for a moment.

“Yes.”

I can never understand a word that pony says.

“A word of advice: never mess with time travel unless you’re a unicorn, got it?” I nodded, though I was sure he was just speaking nonsense again.

After Dizzy came number two, who was clearly Rainbow Dash. Rainbow, noticing this, panicked and switched her number with Doctor Whooves, who was eating some hay he had found…somewhere or other.

“She’s talking to you.” Rainbow said, nudging him. The Doctor spit out the hay, looking at his number.

“Oh I guess that’s me.” He said, taking a moment to look a little uncertain before flying out.

Parasol and I watched Whooves fly out.

“I’m so excited, Lucky! I’ve been training for this for months!” She waved her wings in anticipation, blowing a powerful gust over all of us.

“Oh, Parasol, I’m nervous. I’m number three!” Cloud Kicker said, shuffling her hooves and rustling her wings. I felt really bad for her suddenly and felt like I needed to say something.

“Oh, come on. You don’t give yourself enough credit. Why, just last week I saw you practicing your routine and it looked fantastic. And I told you so, remember?” Cloud Kicker looked over at me.

“Oh thank you, umm…” At first she wanted to thank me for my encouragement, but when she saw me she didn’t know what to make of me. “I’m sorry, you look really familiar. You look like Lucky, but he’s not a pegasus.”

“I am Lucky.” I said, making sure she could see my face.

“That’s right, you’re lucky and you’re going to do your best today, just like we all are.” Cloud Kicker misunderstood me.

“No, I mean my name is Lucky. It’s me, the earth pony. Twilight accidentally changed me into a pegasus. Long story.” I explained for--what was it?--the fourth time today? Cloud Kicker still looked skeptical, but she nodded. She didn’t get a chance to say more, however, because at that moment her number was called.

“Wish me luck!” She said, trying to look more confident.

“Good luck!” Parasol and I chorused.

I looked at my number again. Eight; there were still five more ponies ahead of me.

“Okay number four, time to go.”

At that moment a door opened and my eyes followed it like they would no other. Rarity poked her half done up head out of that door, all confident and beautiful as always.

“I’m number four, and I need just one little itsy-bitsy minute. Be a dear and have somepony go ahead of me.” At this moment an extremely excited stallion reared up and yelled

“Let’s do this!” before flying out of the place.

Parasol glanced at her flank. Then she did a nervous little jump.

“I’m number five! It’s almost my turn! What if I mess up in front of all those ponies, Lucky?” Parasol flittered in front of me.

“It’s okay, Parasol. It’s just like I told Cloud Kicker; I saw you practicing, too. And you were doing some pretty neat stuff. I wish I could watch it when you perform for real out there.”

Parasol relaxed a little and smiled.

“You could always stick your head out.” She suggested.

“Number five, your turn.”

“Good luck, Parasol. You don’t need it.” I said.

“Aww.” Parasol looked much better now. She even hugged me before she left. I hoped some of my luck would rub off on her. I followed her to the curtain so I could see her. Then I stuck my head out and watched her do her routine. I wasn’t surprised to find that Parasol, despite coming off as a little nervous, definitely knew her routine. She did a few graceful turns and twists in the air. Then she did some more acrobatic things like cartwheels and backflips. I was dizzy for her. Then, as suddenly as it began, it was over. Parasol looked back over to me, and I was surprised for a moment that she knew I was there, and just smiled. Then she flew over to where her friends were all sitting.

“Number eight, number eight…” And now, it was my turn.

In about a millisecond I realized this was one of my stupidest ideas ever. Then I glanced over at the dressing room where Rarity was and sighed. She wouldn’t see whatever stupidity I came up with, but at least her friends would, and they’d tell her about it later I was sure, so that motivated me to fly out into that crowd.

I flew as sure as I had ever been and did a somersault as a warm-up. Then I took a deep breath and started flapping as hard as I could until I reached a cloud. I’d learned some pretty cool things to do with clouds in my time at the weather factory. First I kicked it and made a lightning bolt light up the Cloudiseum. Then I did a series of spins and waved my forearms. The crowd was cheering, and I wondered where Caramel and Noteworthy were. I did some more somersaults and twirls and stuff before finally descending into a low aerial bow. The crowd cheered and clapped and I looked for my friends who were waving at me to come towards them. I followed their friendly beckoning with the happy vision in my head of Rarity, only this time without the wings, coming towards me with wide, outstretched forelegs…