Help! My Best Friend's A Mare!

by KartalTheWriter

Rating: everyone
Tags: Caramel, Slice of Life, My Little Pony: Friendship is Magic, Comedy, Romance, Noteworthy
Length: 4361

Noteworthy's best friend Caramel comes back from his trip just a bit changed.

Noteworthy is waiting for his friend Caramel to come back from his trip. Heâ��s met with shock when he finds out that Caramel is now a mare.

Credit goes to LuminousRabbit for the picture

Published 2012-07-31 17:54:02 UTC
Last updated 2012-07-31 17:54:02 UTC

Caramel?

“I’ll bring you back some great stuff from Fillydelphia, okay?”

I smile as I remember my friend’s parting words. Sure, it’s only been a week, but it just hasn’t been the same without him.

I’m waiting on the bench at the train station, expecting Caramel’s train to show up any moment now. Honestly, I’m rather nervous about his arrival. I’m hoping he hasn’t changed since he’s left. I’ve had that happen with friends before.

I'm suddenly very impatient for Caramel to arrive. He’s certainly doing his best to worry me. He knows I hate this. Why couldn’t the train go faster? Suddenly I jump off the bench and start pacing. If my big brother were here, he would tell me to stop pacing before I break the woodwork. I slow down with a sigh and take some deep breaths. That’s something Baritone would say to do next.

I hear the train in the distance. If only I were a unicorn I’d use my magic to pull it along faster. But alas, I’ve only been a pegasus. But that’s another story. One I’ve already told.

In all my wandering thoughts, I neglect to watch for the train. It seems as if it’s appeared out of nowhere. I hear the brakes screeching, the whistle sounding. The time I’ve been waiting for is finally here. I turn around and search the departing crowd for the colors of my friend. As soon as I see the pony I’ve been waiting for, I jump on him and hug him with way more enthusiasm than he can handle.

But something’s different about him…or maybe I just missed him.

“Caramel, you seem smaller, did you lose weight? I think your mane’s longer too. And when did you get so…curvy?” I step back from my friend and give him a good look.

Caramel looks the same. He has the same light brown coat and darker brown mane. He has the same blue eyes. His cutie mark is still three blue horseshoes. He’s still an earth pony. Oh yes, nothing is wrong or different with Caramel, except the fact that he is now a mare.

“Whoa! What happened to you?!” Caramel doesn’t seem to really understand what I’m saying. I mean, I can tell he can hear, so he…rather she, can definitely hear perfectly fine. I test that as I watch her listen to the ponies around her. She hops around like a foal, chasing a butterfly, then looks over in my direction when I call to her again. She comes back and she seems utterly unaware of how confused I am.

“Look Caramel, I’m at a loss.” Caramel listens intently, staring at me with her great big eyes. Oh, I never noticed how beautiful those eyes were…Snap out of it, Noteworthy! He’s your best friend!

But at the same time, he’s still a mare. I test another thing. I start to walk away. I hear hoofsteps echoing mine and realize Caramel is following me blindly, puppy-like.

That’s so adorable
.

Shut up shut up shut up!!!

“Caramel, how long have you been a mare?” I ask finally, entranced by Caramel’s eyelashes. Caramel moves her mouth, but oddly no sound comes out.

“Wait! I can’t hear you. Could you speak up, please?” Caramel gives me a strange look. Then she mouths something else I can’t understand. I rub my ears to make sure they’re working and am pleased to find that they are. When I continue to look confused, she seems to understand and puts her hoof to her head in realization. Caramel proceeds to make signs in front of her neck, apparently attempting to explain why she isn’t speaking.

“Wait, forget being a mare, how long have you been mute?” Caramel stops gesturing to shrug. Then she sees something behind me and points with her hoof. I whirl around and see Lucky with some friends. I recognize Lucky along with Shoeshine, Daisy, Cherry Cola, Roy G Spectrum, and Twilight Sky. Most of the ponies with Lucky would definitely make fun of Caramel if they see him like this. Quickly, I shield Caramel with my body, steal a hat from a passing pony and shove it on Caramel’s head, and then wave to Lucky casually.

“Hey, Noteworthy!” Lucky, noticing me, brings the group my way.

“Hiya, Noteworthy!”

“Who’s that behind you?” Shoeshine asks, trying to see over me.

“What? Oh, this is just a filly I met today. Her name is…Fudge! Yes, her name is Fudge, and she’s new in town. Nopony has ever met her before!” I say, barely letting Caramel poke out from under the hat.

“She’s also got a horrible face rash right now, so please excuse her lack of visibility.” I add. Twilight Sky looks at us both suspiciously, then whispers conspicuously to Spectrum

“If I didn’t know better, I’d say that mare looked familiar. What do you think?”

Before Spectrum can answer I chime in with

“Well, we’re all background ponies! At some point we all start to look alike!”

“So, Noteworthy, is this your new girlfriend Lucky’s told us so much about?” Daisy asks. I can feel my face turning red. I don’t want to look at Caramel. I can’t help wondering how many other ponies saw me staring at Caramel like that earlier. I don’t even consider the fact that Lucky’s been telling rumors about me. I barely notice Caramel’s hat slipping and her curious face peeking out from under the hat.

“Fudge, did you just cough? I think we’d better go, everypony. Nice seeing you! Good day!”

Lucky and the gang say goodbye as Shoeshine and Daisy call at “Fudge” telling her to come to an all girls night at the spa sometime. The worst part is that Caramel actually looks happy about a thing like that.

“Caramel, don’t you dare take that hat off. Come on, I can hide you at my house for the time being. Just follow me.” Caramel and I rush through Ponyville, carefully avoiding anypony who might talk to me. Suddenly, we come to a full stop. I see somepony I definitely don’t want to meet right now.

“Hi there, Noteworthy! Are you playing tag? Ooh! Ooh! Can I join? Please please please?”

Blocking our way home is Pinkie Pie, who has mistaken our incessant running for tag. Before I can catch my breath, Pinkie sees Caramel, whose hat has come off slightly.

“Hi there! I don’t think I’ve met you before.” Pinkie knows everypony’s name in town. If anypony with that good of a memory finds out about Caramel being a mare, he’ll never hear the end of it.

“This is my friend Fudge! She’s staying here in Ponyville for a few days. Fudge, this is Pinkie Pie.”
After Caramel and Pinkie shake hoofs Pinkie says.

“That’s a really pretty hat, Fudge. Can I see it?” Just as Pinkie’s about to take the hat off Caramel’s head I intervene.

“Car--I mean--Fudge has a skin condition on her face and would prefer you don’t take her hat off right now.” My heart’s beating so fast; Pinkie got really close to me when she spoke just now.

“Oh, that’s too bad, Fudge.” Then Pinkie seems to come up with an idea before I can excuse us. “I know! I bet my friend Twilight Sparkle has a remedy for something like that! Let’s go to her now and then maybe we can all play a game of tag later!” Before anypony can move I use my quick thinking again.

“Actually, her face is as treated as it’s going to get. We’re just waiting for the blemishes to go away.”

“Blemishes? I bet my friend Rarity has a cream for that! Let’s go see her right now and maybe we can go skating after! I just love skating!”

“Thanks for the offer, Pinkie but that won’t be necessary. It sounds like real fun, though. Fudge and I have somewhere to be right now, actually.” And with that, I start pulling Caramel away from Pinkie. She seems a bit reluctant to leave and I can’t say I blame her--Pinkie’s suggestions actually sound really fun, as always, but I don’t really notice her resistance that much because I realize that this is probably the first time I’ve actually touched a mare.

It would be my luck that the first mare I touch and bring home is the one who’s really my stallion best friend. Celestia, why???

“Okie dokie lokie!” Pinkie replies. “I guess I’ll see you two later! I wouldn’t want to impose on your special date!”

“Who says it’s a date?” I ask as we’re walking away, feeling like I’m blushing again.

“Isn’t it obvious, Noteworthy?” Pinkie sings as she hops away in that way only Pinkie can.

“Great! Now there’s going to be rumors about us, Caramel. Rumors!” I turn to Caramel and glare at him like it’s his fault he’s a mare. She gives me a sad face and I can’t be mad at her anymore. I notice a tear in the corner of her eye.

“No, wait, Caramel. Don’t cry! It’s not your fault! I’m sorry. Please don’t cry.” I try to comfort my friend, feeling weirder by the minute. “Let’s go home now.” My friend looks happier at that and soon stops crying completely.

“I’m sorry, Caramel, but I can’t talk now. I need to get you home before somepony else sees you.” I fish around for my house key under the mat, find it, and open the door. Caramel pokes me again.

“In a minute, Caramel,” I say again. As I walk in through my door I remember my brother Baritone. He’s usually around the house practicing opera, but he had an audition this afternoon and shouldn’t be home until late. Right now is the perfect time to sneak Caramel to my room and wait for him to turn back into a stallion. Somewhere during the trek home I notice a faint tugging on my mane. I look down and see Caramel. I walk into my house, finally breathing a sigh of relief that we made it. I look back at Caramel.

“What was it you wanted to say?” But Caramel is just looking around. “Don’t act like you’ve never seen my house before.” Then Caramel shakes her head. “Oh come on, Caramel. We’re best friends! Don't act like you've never been to my house before?” Caramel then looks back at me and makes a really cute face. Then She then starts running towards me and before I can dodge, she hugs me.

"Nice to see you too," I mumble, dumbstruck, while patting her back. Caramel does not like hugs. He hates it when I hug him. I wonder what else he likes now that he’s a mare?

At some point the hug becomes awkward and I push Caramel off. When I do, she starts exploring the house, sniffing around and such. I can’t help but marvel at how similar she is to a puppy. But that makes no sense. Caramel is a strong stallion; he’d never follow anypony around like that unless… At that moment I reach a terrible conclusion.

Caramel must love me.

Looking at the new female Caramel isn't as weird as loving your stallion best friend, but I'm still not nearly as disturbed as I should be. But then, when Caramel was a stallion, he had Wind Whistler for a fillyfriend. He’s not one to just forget about ponies he cares about. Especially not Wind Whistler…

Suddenly Caramel turns to me and starts jumping around. She’s trying to tell me something but I just don’t get it. Then, realizing I didn’t understand, she starts pantomiming something I can’t make out.

“What is it, Caramel?” She points at the door urgently, still waving her forelegs erratically. “Okay, you need to go somewhere?”Caramel nods eagerly. Then she opens her mouth, pointing to it with her hoof. “You’re hungry? Well we have food here, Caramel--” Caramel shakes her head fervently and keeps pointing out the door. Then she comes over to me and tries to lead me out the door too.

“You want to go somewhere in public with me?!” I ask, stepping back uncomfortably.

Suddenly Caramel’s jumping up and down like an excited filly.

“Oh, Caramel. We can’t do that. The more we’re out in public, the more everypony will be suspicious. Caramel, you’re supposed to be a stallion and you’re not.” Caramel looks completely unfazed by this and points at the door again with her hoof.

“You don’t care at all?” Caramel shakes her head and points at the door again.

“Well fine! Go ahead and go out in public! See if I care if you suddenly turn into a stallion in front of everypony!” I’m about to walk away when Caramel runs in front of me. Her eyes are literally as big as dinner plates.

Confused and embarrassed by her strange lack of anger, I feel myself melting.

“What are you saying, Caramel? Do you not want me to be mad at you? Is that it?” Caramel starts moving her mouth again, but I’ve never been good at lip-reading so I have no idea what she wants to say. However, she realizes soon and stops. I can see her thinking, and suddenly she gets an idea. She motions for me to follow her and runs out the door.

“Wait, Caramel!” I call after her as I start running. “Carame--Fudge!” I quickly change names as I come outside. Caramel, seeing me far behind her, stops and waits for me to catch up. She shuffles her hooves excitably but still manages to look patient as I trot over to her.

“Where are you taking me, Caramel?” I ask pleadingly. She gives me an endearing glance before she starts walking again. I scramble over to catch up and walk beside her. I look at her, waiting for an answer and forgetting that she can’t speak. Suddenly, I realize we’re in front of Sugarcube Corner.

“Oh no, Caramel please. Please don’t make me go in there!” I take a step back involuntarily. Caramel looks confused. o I elaborate.

“You know how I feel about Pinkie, Caramel, we’ve talked about this.” I whisper, so nopony else can hear. Caramel, still looking confused, begins to reach for the door handle. Quickly I take her hoof and put it back down.

“I already told you about my crush on Pinkie, Caramel, so there is no way at all we’re going in there!” I whisper almost sharply. Then I see her in the shop. Pinkie, looking as cheerful as usual.

“Anywhere else is fine, Caramel. We can go to that café over there, if you want.” Caramel looks unhappy with that. “So do you want something sweet somewhere else?”

Caramel nods, but she still looks sort of put out. And suddenly I feel really selfish. If Caramel really wanted to go to Sugarcube Corner, why should I let my fear stop me? After all, as soon as he turns back into a stallion I can just explain to everypony what happened and they’ll all understand. Right?!

“Come on, Caramel!” I say, opening the door to Sugarcube Corner for her. Caramel looks surprised, and thankfully, pleased. She skips through the door and I follow. She goes and leans on the shelf full of sweets. Her eyes expand hungrily.

“Okay, which one do you want?” I ask, trying to follow her gaze. Excitedly, like a little filly, Caramel points at a brownie that looks very plain, but very delicious. There are two sitting there behind the glass case, and I feel my eyes get bigger. No wonder Caramel’s excited.

“Hi there, Noteworthy! Hi there, Fudge!” I hear a very familiar voice. No matter what, Pinkie’s voice will always make me happy, no matter my current fears.

Caramel waves, then points at the brownie she’s been eying, wasting no time.

“Okie dokie lokie! The brownie it is!” Pinkie says, handing Caramel the treat. “That’ll be one bit!” Caramel is about to accept the thing she had obviously been longing for for quite some time,when she seems to realize she doesn’t actually have any bits. She looks on the ground around her desperately and I sigh. Caramel would never ask me for bits. And I see he’s the same way as a mare.

I take two bits out of my saddlebag and set them on the counter.

“I’ll pay for Fudge’s brownie. And I want one too.” I say to Pinkie, who then takes out the second brownie.

I tap Caramel on the shoulder and pass her her brownie. She looks confused, but as she realizes I’ve paid for it she looks really uncomfortable.

“Alright, be that way. I’ll just eat this beautiful, warm, fudgy, crumbly, tasty, chocolately brownie by myself.” I give Pinkie a wink so she’ll hold the extra brownie and start to walk away to a table with it, waiting for Caramel to follow me. I sit down and bite into the treat. It’s more wonderful than I described. I don’t need to fake my look of extreme satisfaction.

“Oh Fudge! This brownie is so good! Too bad you wouldn’t let me pay for you to have your own!” By the time I’ve finished speaking, Caramel and her brownie are already sitting across from me. She wastes no time in putting her muzzle in the brownie, coating her face in chocolate crumbs. I turn my head to smile at Pinkie to thank her for her participation. She gives me a knowing wink and disappears, leaving me and Caramel alone. I hadn’t realized until now that the whole shop was empty.

Caramel is now licking her nose to get the last of the crumbs off her face. I find myself staring at her too long and immediately become very interested in my brownie. Oh, it’s so good! Caramel has the best ideas! Soon after I’m licking the plate for the rest of the crumbs and chocolate. As I’m finishing, I feel a soft hoof on my own. Startled, I quit what I’m doing and look up.

“I’m sorry. I just remembered I wasn’t alone. Was I doing something gross?” Caramel shakes her head, but keeps looking at me with a thoughtful expression on her face.

“What?” I ask, slightly creeped out.

Caramel mouths something, but I can’t tell what she’s saying. I try mouthing the words with her to see if that helps, but I get nothing.

“I’m really sorry Caramel, but I have no idea what you’re saying.” I say, feeling really bad about myself. Caramel lowers her ears and sighs. Then she looks around the room, as if thinking. Then her ears lift up as she has an idea.

“What is it?” I ask, ready to try and decipher anything she comes up with. Looking straight at me, Caramel points to her empty plate. Then she points to herself and she pretends to be enjoying it again. Then she points at me and mimes going into her saddlebag for something and slapping something on the table. Then she mouths some words again.

And it hits me.

“You’re welcome.” I respond. Caramel looks surprised for a moment, then without warning she reaches over and hugs me.

And somehow, I understand that that means she’s excited that we’re finally able to communicate.

The hug lasts longer than the old Caramel would be comfortable with, but I don’t mind. Who would mind sharing a long hug with somepony you care about?

But not in that way!

In my mind I go back to earlier today when Caramel hugged me. I’m having those same scary thoughts that my best friend might love me.

And then Caramel pulls away and gives me a ridiculously sweet look.

“What’s wrong, Caramel? Is there something on my face?” I ask just to get rid of the awkward silence. I shuffle my hooves under the table and swish my tail nervously. Suddenly, Pinkie Pie appears out of nowhere, dressed in a waitress’s outfit.

“Hello you two! Is everything all right? Anything I can get for you?” I sigh in relief that the silence is broken by somepony other than me.

“I don’t need anything, thank you.” I say, savoring my words.

I look over at Caramel, who still seems so happy. How is she so happy after Pinkie interrupted our moment? Surely if Caramel and Wind Whistler were sitting at a table alone gazing into each other’s eyes…surely Caramel would be put out if a waitress popped up before he could lean over and…

But I’m overreacting. Caramel wouldn’t be so happy right now if that had been what was going to happen. It’s okay.

I come back to reality where Caramel and Pinkie are conversing flawlessly. Apparently, Pinkie had no trouble reading lips. She’s laughing at something Caramel is saying, and by the looks of it, it’s very funny.

“Fudge, you have such a way with words!” Pinkie is saying between laughs. Seeing this, I feel left out and lonely.

“Noteworthy, your fillyfriend’s hilarious!” Pinkie says suddenly, finally turning to me. I feel myself instantly blushing.

“Oh, we’re not--” But before I can get any more words out Pinkie stops me and gestures to Caramel. Caramel is staring at me again, but this time I know exactly what she’s thinking.

The next thing I remember is waking up on the ground, living one of my fondest dreams.

“Noteworthy? Hey, are you okay?” Pinkie Pie calling my name. Priceless. Even if I had just embarrassed myself by fainting in front of her, it was still totally worth it just to hear her call my name.

“Oh, yeah I’m fine. What happened?” I say, allowing Pinkie to pull me in a sitting position (my next fondest dream).

“Well, I said ‘Noteworthy, you’re fillyfriend’s hilarious’ and then you said--”

“I remember.” I say quickly, feeling dizzy again.

“No, silly. You said…well it doesn’t matter now. I’ll just leave you two alone then!” And with that, Pinkie Pie vanishes as quickly and as inexplicably as she appeared. Now I’m alone again with a confirmed romantic Caramel.

I am so doomed.

With difficulty, I lift my head and look over at Caramel. She looks very unhappy and I forget everything for a moment.

“What’s wrong, Caramel?” I ask, afraid for the answer even though I won’t hear her ever say it.

Caramel looks at me with enlarged, puppy-dog eyes and I feel my own eyes glaze over as I gaze into them. The depths of blue seem to sparkle with the beauty of her sadness, if that makes any sense, and I just can’t look away.

Caramel starts mouthing something and my eyes snap back into focus. Strangely, I understand every word she’s just said.

“Yes, I am scared.” I can’t lie to her, not when she’s making that sweet, innocent face. “But that’s not your concern. You’ve never let something this trivial stop you from reaching your goal.”

Caramel smiles finally, and perhaps she’s remembering some long forgotten day in the past of our friendship. Oh, those were different days.

Caramel moves her lips again, and I answer before she’s even finished.

“Yes, I’ve noticed all day. I’ve been trying not to. I mean, you were my best friend, and a stallion no less. It’s all just so weird…”

Then Caramel puts her hoof to my lips. I hear my heart gently thud against my chest in a vain attempt to alert the world that I’m scared. Swiftly, she removes her hoof and touches my nose with her nose. Heads together, I suddenly feel completely calm, calmer than I’ve ever felt in my entire life…

The next thing I remember is waking up on the ground, an intense disappointment rising in my chest like an unrequited crush who’s just moved away. I sit up immediately.

“What happened?” I don’t notice whether anypony’s noticed my absence. After all, once you have a dream like I had, reality can really sting.

Finally I look back up at Caramel, who just looks mildly concerned. Whatever. I never needed anypony to look out for me.

“Well?” I say, more roughly than I had intended.

Caramel is confused by my supposedly random gruffness and immediately I feel ashamed.

“Sorry. How long have I been out?” Caramel taps her hoof on the table one-two-three times.

“Three what? Three minutes?” Caramel nods. I look around. Did I miss my moment with Pinkie Pie? Was my fond fantasy just that; a fond fantasy? With that in mind, I put my face on the table.

I feel a hoof patting my shoulder, and that somehow makes me feel better.

At that moment, something happens to make me feel even better.

Pinkie Pie appears again, this time dressed as a mailmare and with a letter in her mouth.

“Letter for Noteworthy!” Pinkie says cheerfully before bouncing off again.

I look at the letter curiously. Caramel does too. She looks at the writing on the letter and points at it emphatically, like she recognizes it or something.

The letter, inexplicably, looks as if it had come from a place in Fillydelphia from a pony named Caramel. I look across the table at the mare I’ve just eaten brownies with. Then I look back at the letter.

Must be a coincidence.

I rip the envelope and shake the paper out. Deciding that it can’t be junk mail as it’s addressed to me personally, I start reading, subconsciously noting how suspiciously familiar the writing seems.

‘Dear Noteworthy,

I’m sorry I missed the train. I told you I’d be back in a week, but something’s come up. By the time you get this letter, I should already be there, and if not, then on my way. I’m writing from Canterlot now. Don’t ask me how I got there. That’s a story for later.

Your friend, Caramel.’

I read the letter over again a few times, just to be sure I understood it. Then, slowly, I look up at the mare sitting across the table from me, giving me a look that’s curious, patient, good-natured, and tantalizing all at the same time.

“Who are you?”