Carnival Cat Vs. Pennington Inkwell

by Pennington Inkwell

Rating: teen
Tags: Twilight Sparkle, Dark, Sad, Original Character, My Little Pony: Friendship is Magic, Other, Romance, Adventure
Length: 28369

When an adventurous pony finds a strange, seemingly abandoned canival in the middle of Everfree, he has only one question. "What can go wrong?" Join Pennington as he faces his greatest foe yet: the Carnival Cat.

After storming out of Ponyville in a fury, aggravated with those who refuse to understand why he does what he does, Pennington Inkwell decides to blow off steam in one of his favorite haunts: the Everfree forest.

As he travels deeper into the forest than he has dared in past times, Pennington discovers what appears to be an abandoned, run-down carnival. Abandoned, that is, with the exception of a mysterious pony who insists upon calling herself a cat. Crazy? Maybe. But as he is lured deeper and deeper into the mystery, the spirit of the carnival begins to take hold, bidding him to stay a little longer... Will he ever make it home?

((Carnival Cat is used with permission from Sand Josieph on youtube. The original video, "Carnival Cat vs. Ponyville, can be found on youtube. This is a tie-in to my other story, "Happy Adventuring, Twilight!", which I would highly suggest you read for a better understanding. However, the story will be able to stand on its own, so if you only came for the Carnival Cat, ENJOY!))

Published 2013-06-04 16:30:01 UTC
Last updated 2016-09-24 17:03:02 UTC

Over the River and Through the Woods...

Pennington was furious. He was supposed to be the one who was stubborn for pointless reasons, not Twilight!

"Ooh, Pennington, you know I can't accept this!" He mocked Twilight's tone to himself as he stormed through Ponyville's main street. A pair of beautiful, star-shaped, amethyst-and-silver earrings were resting in his saddlebag, refused by the pony that he had bought them for. "Ponies are going to ask how your little shop got the money to buy these! It could expose your secret! Yeah, right! Earrings are going to let everypony know that I'm secretly a bestselling author under a different name!" He muttered to himself, looking from side to side to make sure that nopony was listening. "Hmph... Daring Do wouldn't let something like that stop her! Neither should I..."

Normally, Twilight couldn't make him this mad. but he had spent hours in Canterlot looking at jewelry, trying to understand what it is that Twilight would want. After that, he had bought her a large ruby necklace, thankfully come back to Ponyville to ask Rarity for advice. She had immediately asked him if he was colorblind, made a few rather hurtful comments about his sense of fashion, and taken him back to Canterlot to try again. This time, with the help of Rarity's "fashion sense" helping him, it had only taken him three hours and at least five more purchases and returns before he had settled on the earrings, claiming that they were the "perfect accent" to her coat and mane.

"She doesn't even know all of the trouble I went through! I mean, come on! Just because a gift is expensive doesn't mean that it would be wrong for her to accept it!" He muttered to himself. He was making a mountain out of a mole hill, he knew. He wouldn't be so upset, but several other factors were contributing to his frustration. His last book, Daring Do and the Adventure of the Firestorm Crown, hadn't been selling well, and he had recently been almost turned into a changeling, of all things! (A story so long, he didn't even want to start to think about it.) This seemed to simply be the icing on the frustration cake for him.

He threw open the door to his home/business, listening to the light chime of the bell above his door. As usual, the writer-for-hire business had been terrible, and now his life under his pen name, Scorching Quill, was suffering. His romance with Twilight had been the only thing going for him, and now even that was turned topsy-turvy. In a fury, he turned his bag upside down, dumping out all of its contents. Without much thought, he turned to a closet and began to toss items into the bag. "Firestarters, pan, a few packages of ramen... Quills, ink, scrolls... A small knife, a space-saver's blanket, and some string. You never know when you're going to need string." Satisfied, he turned around and walked back to the door, turning around the sign in the window.

Sorry to have missed you, but adventure's calling!

Happy Adventuring!

Pennington Inkwell

I need to change that sign...

"Penn? Is that you?" A voice called out. "How did Twilight like her gift?" A small lavender-colored dragon stepped out from the door to his study, rubbing her eye with one winged arm.

"See for yourself..." Pennington muttered, tossing the small box towards her. "Moonstone, I'm going on a trip to blow off some steam. You're going to stay here."

The dragon looked up at him with curious eyes. "Are you going to go and see Lily?"

It took a moment for the question to process in Pennington's mind. When the question about his old friend finally sunk in, Pennington gave Moonstone the best expression that could express the sheer dumbfoundedness that came with it.

"What? No! She'd probably give me some kind of lecture about how I need to 'settle down' if I'm going to have a girlfriend and the 'importance of a steady, comfortable life.' I'm going to Everfree!" He tossed a few more packages of ramen into his bag.

"WHAT?" Moonstone was instantly wide-awake, and she fluttered up into the air. With just a few flaps of her wings, she had jumped up into the air and landed on his back, taking a firm hold on his neck. "That's crazy!"

"Moonstone, you're going to have to get used to 'crazy' if you're going to live with me..." Pennington squirmed under her grasp, but she kept her arms wrapped tightly around his neck. "Besides, you're not going with me!"

"Oh, yes I am!" The dragon replied stubbornly. "Luna told me that I'm supposed to make sure that you take care of yourself, and that means following you on whatever crazy scheme you go on!"

"Moonstone, I need you to stay here!" With a sudden buck, Pennington sent her flying off of his back. He magically caught her shortly before she hit the ground, nearly smiling through his bad mood at her unnecessary cringing for the impact. When she realized that she wasn't going to hit the ground, she opened one eye, then gave him the angriest-looking scowl that she could. Rolling his eyes, Pennington lifted her up to eye level, looking straight into her purple eyes. "Look, Moonstone, this is a little private time, okay? I might swing by Zecora's place, but after that, it's just going to be me, myself, and I. That's what I need right now: time to get things sorted out in my head without any kind of outside interference. Everfree is one of the few places I can be truly alone. If you stay here, I won't have to worry about the shop! You can keep an eye on Twilight for me, and I can come back sooner because it won't take me as long to come back because I can really relax more!" Pennington was surprised at how much talking to Moonstone had helped him calm down.

Maybe the princess was right when she told me I needed an assistant... He gently placed her up on the counter, letting her stand on her own two feet again.

"So, Moonstone, I need you to stay here, okay?" He gave her a stern look, which she simply replied to with a somewhat softened glare.

"I know you're not lying to me... But I still think I should be coming with you!" She sat down on the counter, pouting as best a dragon could. "I don't want to let down Luna, and you shouldn't be going out there alone!" Unexpectedly, the dragon stood up again and jumped forward, wrapping her arms around Pennington in a tight hug. Pennington stiffened at first, then smiled for the first time since he had left the library, gently wrapping his hoof around her.

"Penn... please?"

"Sorry, Moon Moon, not today..." He gently set the dejected dragonet back on the counter, trying to prevent her from crying by humorously using the nickname that she hated so much. "I'll tell you what. Everfree is like my own backyard. It's the safest dangerous place we can go. So, next time I go on a little camping trip, you can come with me, okay?" He looked her straight in the eye, which allowed her to know that he was telling the truth. Moonstone had been born with a unique ability, she could tell when somepony was lying. Luna had attributed this to her lineage, seeing as some of the more ancient dragon families occasionally gave birth to dragons with latent magical abilities. Due to her young age and lack of training, however, she was very limited, functioning basically as a lie detector. She could also see through the occasional facade, such as Pennington's dyed mane. It had made their first meeting slightly awkward, with her insisting on him telling her why he had dyed it as a test of whether he would be truthful with her.

She gave him one last pout, then finally turned around and dropped off the counter, landing in front of his hooves. With another heart-wrenchingly affectionate hug around his front legs, Pennington's will almost disappeared. He had only known Moonstone for a short time, but she had always seemed happy to work with him and eager to please.

"If you get yourself hurt out there, I'm not going to let you out of my sight for a month..." She muttered, nuzzling her face against his leg.

Pennington reached down and gently tousled the black spines on the top of her head with a smile. "Well, now you just sound like Lily... But I need to go. The sooner I leave, the sooner I can come back..."

Moonstone nodded and finally let go, looking up at him with pleading eyes in a desperate last effort. When he shook his head, she let out a long sigh and stepped back.

"So, the 'cute act' didn't work, then?" She gave him a skeptical look, her demeanor changing from childish desperation for involvement to an attitude of mild irritation.

Pennington's jaw dropped at the sudden metamorphosis, and he facehoofed resolutely, shaking his head with his hoof still planted on his forehead.

"Maybe I'm the one who needs to be able to see through lies..." He muttered, pulling out his key to the front door and tossing it to her. "Here. Don't forget to lock up every night."

With a short salute, she caught the key and nodded. "Will do, Penn!" Her expression softened slightly, showing genuine concern. "But seriously... If you're not going to let me come with you, be careful out there..."

Pennington grinned and replied with a salute of his own. "Will do, Moon Moon!" Immediately, he ducked to avoid a small fireball from his irritated assistant. "Hey! Don't burn the shop down!"

"Well, young dragons shouldn't be left unattended!" She gave him a mischevious smile, to which he replied with a chastening glare. After a moment, though, the tension left and Moonstone gave him one final hug.

"Seriously, though... I meant what I said. Come home soon?" She looked up at him, obviously genuine in her concern. Again, Pennington felt his will wavering, but he simply nodded.

"Soon. I'll see you soon." He gave her one last grin of confidence, then walked out the door, leaving Moonstone alone.

Soon after he locked the door and took off again, he walked though the street with a somewhat satisfied grin. Skipping town was how he preferred to deal with his problems, letting them calm down before he tried to fix them, that way he could come back with a level head and, more often than not, a solution that he had thought out well over time on his journeys. Ponyville was just too boring to fill his appetite for adventure, but there was a place with plenty of excitement close by: the Everfree forest. Most ponies were terrified of Everfree, but Pennington had found his cutie mark there, and had spent many a day deep in the forest, carving new paths and discovering new wonders.

As he walked, he travelled past Fluttershy's cottage. He gave a wave to the shy pony, who was feeding her chickens. She gave a small wave in reply, then quickly ran inside. Pennington shook his head with a smile. He had personally never met the Element of Kindness's bearer, but he knew that she was extremely shy. Rather than try to press a conversation onto her, Pennington simply kept walking towards the trees. The two of them had a silent understanding that he was simply passing through to the Everfree forest.

The Element of Kindess... She seems like a sweet pony. A little timid, but sweet... I wouldn't be surprised if she spends a little time in Everfree now and then, since she lives so close...

As he followed the past near the beginning of the massive tree line, Pennington found himself nearing a familiar hut, carved out of a large, still-living tree. To his surprise, the array of potions usually left tied to the branches to either mature a potion or ward off evil spirits were more numerous than usual, strung together in a web through the tree branches. While he stopped to eye the array, a familiar rhyming voice called out to him as Zecora leaned out of one of the windows.

"Pennington! Please, come inside! There is good reason now to hide!" She waved for him to come to her door, and he quickly followed. As she rushed him inside, Pennington saw even more wards tied up around the house, along with several burning sticks of incense.

"Wow, Zecora! What's got you so flustered? Something dangerous? Please tell me it's something dangerous! I need something to occupy my mind..."

"'Dangerous' is a word to describe only slightly! And this is a danger you should not take lightly!" She scolded him, making him feel like a misbehaving foal again. "A spirit has returned to Everfree, dear. One that has not been seen for many a year!" She sprinkled a small amount of green powder into the pot in the center of the room. In a flash of smoke, Pennington was the silhouette of a cat, holding itself with pride. "A cat of great deviousness, lust, and pride, finds unwitting stallions and lures them inside..." The image shifted as the cat began to work its way around the legs of a large, heavy-built stallion, whose body language reflected that he was only pleasantly surprised at the cat's affection. "Then she traps them with her, forever to stay... And then vanishes again, until another day." The stallion suddenly reared up in panic, and the image spiraled down into oblivion as the smoke vanished.

"It is this lonesome spirit that now roams the woods! She is vengeful, evil, and up to no good!" Zecora stomped her hoof, turning back to him. "My wards at my home keep her here, in the forest, but if you pass by this warning, your odds are the poorest!"

"Zecora, trust me... I've faced wild spirits before, and right now, I'd take any of those over staying in Ponyville right now." Pennington joked as he rolled his eyes. He nearly jumped out of his skin as Zecora grabbed him on either side of the face, forcing him to look into her aquamarine eyes. Pennington almost found himself drawn in and hypnotized.

"Pennington, my dear, you would be right to fear! This is nothing to be taken lightly! The results of your trip could be more than frightening! You are a pony I'm proud to call friend, and I would refuse to let your life come to an end!"

Pennington continued to look into her eyes for a moment, nearly being drawn in completely, the stepped away and shook his head. "Zecora, please! I'm not going to go looking for any kind of trouble... It's just another camping trip. I just want to get away from my problems for a while... I doubt I'll be anywhere near this thing!"

Zecora turned away, giving him a sideways glare. "If you truly insist upon moving on, despite objection, please allow me to give you some small protection..." She walked to the pot again, dipping a small vial into the potion and letting it fill before placing a cork firmly in the top and running a small thread through it. "Wear this here, around your neck. It will hopefully keep the evil in check." The zebra stepped forward and tied the thread around his neck, letting it hang down in front of his chest. "This ward is simple and strong, but there is still much that can go horribly wrong..."

Pennington nodded enthusiastically, then began to walk toward the door again. "Thanks, Zecora, you're the best! Trust me, everything is going to be just fine!"

Zecora's eyes narrowed in suspicion, but she nodded her affirmation before tossing him a small pill bottle, which he quickly tossed away in his bag. "Stay close to the paths, my dear old friend... Or else, for you, it may be the end. And if I'm correct, your prescription's run out! It would be best to keep full control of your body, no doubt."

"Will do! And thanks! I was almost out of pills for my sleep paralysis!" With a wink, he trotted out of the door.

Of course, Pennington had no intention to stay near the paths, nor out of danger.

As the path in the trees began to fade away, Pennington stopped for a short break. Lowering his head, he screwed his eyes shut in concentration. As his horn glowed with energy, a white mist came floating out, hovering in the air in front of him. After a few seconds, the mist shaped itself into the intended form: an Arabian scimitar, a weapon near and dear to his heart. Without hesitation, he began to chop through the vines, clearing a new path in the forest and carving his way deeper into the unknown. He had come this way many times before, but he was nearing the edge of his knowledge. After a few hours of hacking and cutting, he was deep in the forest, where he knew nopony would find him and that only new discoveries awaited.

However, the sun was rapidly setting, and even Pennington knew that it was wise to fear the forest at night. With a long yawn, he scaled a nearby tree, found a pair of wide branches, and tied his foil blanket between them essentially creating an insulated hammock. For safety's sake, he cast a quick durability spell that he had learned some time ago on the blanket, then climbed inside, more than snug in his cocoon. With a smile to himself, he hung Zecora's ward on a nearby tree branch and popped one of the white pills from the bottle into his mouth. He had completely lost himself in his quest to delve into the mysterious forest, forgetting about his fight with Twilight and his other looming troubles. Even the nagging voice of the changelings' hive mind seemed to have faded from the back of his skull, despite the fact that it hadn't seemed to want to shut up since he escaped them. For once, he was truly alone, and he planned to enjoy every second of it.

"Life is good..." He yawned as he closed his eyes, letting the bright moonlight filter through with only the faintest of glows. "In spite of everything, life is good... I'm sure Zecora's just overreacting about that 'evil cat' spirit. Well, goodnight, Luna! It's another beautiful one..." He talked to the goddess-princess as if she were there, listening through the moon. For all that he knew, she was completely oblivious of it, but it was a tradition that he refused to grow out of. He could feel himself slowly slipping away into unconsciousness as his eyelids grew heavy and conscious thought ground to a halt. He smiled and snuggled himself into the hammock one last time, calling an end to all movement for the night.

"PENN!" The cry ripped through the night, jolting Pennington from his near-slumber. For a moment, the stallion panicked, trying to sit up and instead tipping over the hammock. Instinctively, he grabbed at the blanket, holding on for dear life until he could find a branch to place his back hooves on. As soon as he had scrambled his way to a firm position, his horn burst into light, sending out a burst of energy that formed itself into the shape of a broad, curved sword. His head, however, had gotten caught in the hammock, so the sword simply swung blindly in the air, fending off any foes in his immediate vicinity.

"What is it? Who's there? I won't hesitate to kill if provoked!" He shouted, his voice slightly muffled by the blanket. "Show yourself!"

"Woah! Woah! Penn, hold your horses! It's just me, Moonstone!" As Pennington pulled his head out of the hammock's twisted body, he saw the light purple dragon fluttering her way above the treetops, flying to the tree that he had formed his hammock. She was a slightly awkward flyer, bobbing up and down in the air with every time that she flapped her arms. With a final flap forwards, she landed on the tree, sinking her claws into the bark to swing around the trunk. She looked at him for a moment, then looked at the area around them, scowling slightly.

"Why did you go off of the path?"

"Why did you follow me?" Pennington asked in return, outraged at what he was seeing. "I specifically told you to stay and watch the shop! Don't you know how dangerous it is out here?"

"Well, Zecora told me about a few things..." Moonstone gave him a glare in return, though he could see that she was wavering out of guilt. "Including the fact that I ought to have been able to just find you on the path... Not too deep into the forest...." After a few seconds of Pennington not wanting to answer, she let out a long sigh, looking more apologetic. "Look, I'm sorry, okay? I'm sorry, but I just had this really bad feeling.... I felt like you were going to need help!"

Pennington continued to glare at her for a few more seconds, then let out a long sigh as the sword that he had made faded away into a white mist. Rolling his eyes, he climbed up into the hammock again.

"You know... We're both stubborn. You just can't let me forget that, can you?" He examined the hammock for a moment, then looked back at Moonstone, who was giving him a pleading look.

"Fine... Come on!" Laying on his back, Pennington patted his exposed underbelly. "There isn't exactly much room in a hammock, but I think that we can both - UFF!" Moonstone's face lit up with glee and she jumped up, landing on him with a significant force. She took a few more steps to lay down on his stomach, curling up like a cat and using her tail to pull the blanket over herself. After the initial shock of her landing, Pennington took a few seconds to catch the wind that had been knocked out of him, then did his best to settle in for the night. It was surprising how warm Moonstone's body was, her body providing heat for them both to sleep cozily in the blanket. She began to quietly purr once she was asleep, sending vibrations of sound through his stomach and chest. Pennington couldn't help but smile.

You know... Moonstone isn't that bad to have around. Who knows? It might actually be for the best that she came along...

Somehow, the normally keen adventurer didn't see the eyes watching him.

He's perfect... Overconfident, brash, able to take care of himself physically... and, most importantly, a dreamer, creating castles and happy endings in his mind to make himself feel better about reality. He feels like he can just change things at will, like a simple story on paper, even as the jaws of cruel reality snap shut and crush him, impaling him and sucking dry his hopes and dreams. A soft gurgle from next to her reminded her of the creature that had led her to him wanted some kind of reward for leading her to him. The ward had almost let him travel undetected, but he had not gone unnoticed by Sludge, her trusted companion.

Another gurgle expressed Sludge's concern.

The dragon will be a simple matter... and if she proves too problematic, you can dispose of her. But for now, let's not make it seem as though we WANT to threaten her...

He doesn't need much guidance, he's headed straight into my web... But perhaps we should give him something that he can't resist once morning comes. A mystery, perhaps? A MURDER? Oh, no... Too dark. We don't want to frighten him all the way back to his zebra friend who's too smart for her own good. Just a little something to make him want to follow my path. Something to whet his curiosity...

You know what they say about curiosity... It kills.

Entrance to Futility

As the sun rose, so did Pennington. As his eyes flickered open, he let loose a long yawn and sat up, stretching his front legs, relishing the light ache from yesterday's long trek.

"Hey, HEY! WOAH!"

Pennington's eyes grew wide as he felt a familiar weight roll off of his stomach and out of the hammock. An instant too late, he remembered the events of the previous night.

"Moonstone? Are you okay?" He leaned over as best he could, looking down where she had fallen. There was the dragon, laying on the branch below them, looking more than a little frustrated as she tapped her claws on the wood impatiently.

"I'm fine, no thanks to you..." She muttered.

"Sorry, I'm pretty used to sleeping alone..." Pennington gently lifted her back up with his magic, setting her feet-first on a branch at eye level.

"Yeah, that doesn't surprise me..." She muttered as she brushed herself off.

The backhanded insult took a moment to register with Pennington, and when it finally did, he realized that she had a point.

"Well... Well... Ugh, I'm making breakfast..." He shrugged, acknowledging that it was too early for witty retorts. He closed his eyes as magic flowed out of his horn. Wisps of white mist flowed out and reached to a branch far away. After a few more seconds, the magic solidified into a rope that Pennington took hold of with his mouth. With a deep breath, he rolled out of the hammock. Silently, the rope took him in a sweeping arc down to the ground, and when he let go, he slid on his hooves until he finally came to a stop in the middle of a small clearing. A few seconds after he let go, the rope melted back into a blue mist. Most of it floated back into his horn, but it didn't seem like as much as he had started with.

"How do you do that?" Moonstone asked a she fluttered down, landing next to him. "I mean, just making things out of nothing?"

Pennington smiled as he reached into his bag and pulled out a small portable stove.

"It's a trick that I learned a long time ago... All that I really need to do is form an outer shell of magic, and then fill it with energy. Bigger objects need more, smaller objects need less, and they're only as strong as the magic I put into them..." He opened a small package of instant noodles and added water from a canteen into a pot. "It's a trick that I learned a long time ago from Zecora. It helps me keep the equipment that I carry to a minimum! It's just really energy-consuming..."

"But.. how did Zecora teach you? She's not a unicorn!"

"To be honest? I have no clue how she does it, but she's better at magic than most unicorns I've met!" He chuckled quietly to himself as he waited for the water to grow hot. "I've known her for years, but I just have no idea how..."

Moonstone nodded slowly, then shrugged. "Some things are just going to stay a mystery, I guess... There was never much about Zebra magic in the parts of the Canterlot Archives where I worked."

After a few moments of watching the pot, Pennington looked around them again, then froze looking into the trees. "You know, I think I see another mystery..."

As Moonstone followed his gaze, she spotted something out of the ordinary: a sign and a clear path, one that obviously hadn't been there the night before. It wouldn't have seemed odd in any other circumstance, but they were deep in a forest that no pony dared enter, that nopony foolhardy enough to do so would would have dared enter at night, which was the only time that they could have created the path without she and Pennington noticing...

Not to mention, the sign had a message written in clear, blood-red letters.

Are you coming,
Pennington?

Both of them sat in silence for a moment, each processing what was happening independently. After a few seconds, Pennington stood up and began walking towards the sign.

"Well, can't ignore an invitation like that!"

"Pennington, that's a trap!" Moonstone shouted, jumping up into the air and landing in front of him, cutting the pony off with her arms spread wide. "I mean, could it be any more obvious? Whatever drew that knows who you are, why you're here, and knows you well enough to know what you'll do!"

Pennington rolled his eyes, considering whether to jump over the small dragon or move her out of the way. After a few seconds, he jumped up and over her, landing on the start of the path. With a smug grin, he turned to face her again.

"Come on, Moonstone! Where's your sense of adventure?"

"Oh, think I left it back at Zecora's hut... Which is where you should be." Moonstone crossed her arms and glared at him. Even as she did, however, Pennington seemed to notice something else, turning around and looking down the path.

"Moonstone! First of all, if this knows me, then it can only be one of two things: an old enemy or some mystic being capable of determining all of this information about me... If it's the former, then I can handle it! They haven't killed me yet! If the latter, then isn't it our job to look for mystical beings? The job that Luna herself asked us to complete? Come on! Luna said you'd be able to keep up with me on an adventure, it's time to prove it!" With that, he began trotting down the path, humming quietly to himself.

"But I- But you- But-" Moonstone held out a clawed hand for him to stop, brought it back to her chin in thought, then held it out again before finally groaning and flapping her wings, quickly catching up to him. After a few short seconds, she was sitting on his back, quietly watching both him and the forest.

Pennington remained tense, despite his attempts to relax. His eyes darted from side to side, constantly taking in details of any kind of movement, his ears primed to pick up any kind of sound. As he drew closer, the text on the next sign came into sight.

Come along, Penn! Have the time of your life!
At the Everfree Carnival!

When they reached the sign, they paused for a moment, both staring at the red words. Pennington realized that he had nearly forgotten about Moonstone's special truth-seeing gift.

"See anything I don't?"

Moonstone gave him a quizzical look for a few moments before her face lit up with recognition. She nodded quietly and stood up on his back, leaning forward to take a closer look.

"It's harder with inanimate objects... That's more along the lines of trying to see intent. It's hard to make out, but..." Her eyes widened. "It's- it's running, like the paint hasn't dried, yet! But... there's something else. It's too thin to be paint. It's too runny.to be paint..." She shook her head. "It looks like blood... but all that I have is sight. I can't smell it," She squinted for another moment, then frowned and sat down again. "And... it's gone. That's all I've got."

Pennington thought for am moment. "Again, two interpretations. Either the sign was recently painted, or it leads to a place that isn't going to be pleasant... Either way, both are good reasons to press forward." He looked back at Moonstone, who was giving him an incredulous glare.

"...Carefully."

As they continued on, more signs encouraged them.

This way, Pennington!

Come on, hurry!
Adventure awaits!

You're almost there, Penny!
(Pennington nearly turned back at this point simply to illustrate his hatred for the nickname.)

Rides and fun and games galore!
That is what we have in store!

Just a few more steps, Penn!

Finally, after what seemed like an hour of walking, they reached the end of the path, which terminated in a large group of tall bushes, blocking their view of the path.

"Well, whatever this 'carnival' is, it's just past these bushes..." He muttered.

"Well, you've barged in without thinking pretty well, so far! Why stop now?" Moonstone whispered in return.

"Because I wanted to think..." Pennington replied, giving her a skeptical look. Even as he stared at her, however, he could see something stirring in the corner of his eye. "Think about what we're going to- LOOK OUT!" In a sudden rush, the shoved Moonstone to the side, throwing her into the bushes. As she flew backwards, another creature darted towards him, slamming into his chest and knocking him backwards and through the bushes.

Pennington was almost certain of what he was dealing with, and his fears were confirmed as he pressed the creature back with his front hooves, keeping its sharp claws away from his face. As he looked up, he was met by the blood-red pupils of a cockatrice. After almost three seconds of shock, he turned his head away, trying to ignore the numbness already spreading through his body.

"Hey! Back... off!" He grunted as the creature, sensing his weakness from the momentary stare, renewed its efforts to reach his face with its talons. Pennington had been holding it just out of reach, but his legs were beginning to shake, and he wouldn't be able to hold it off much longer. He was starting to lose feeling in his hooves, and his grip was rapidly loosening. He only had one chance: to turn the tables. If I can get on top of it, I can buy time for the feeling to come back to my limbs... Long as I don't look it in the eyes again. Any longer, and I'd have been-

"Penn!" There was a shout, then a purple-tinged blur, and Pennington's hooves were suddenly empty. His head snapped to the side, trying to see what had happened.

Moonstone had tackled the cockatrice from the side, slamming it away and putting him out of harm's way. The two of them were wrestling on the ground, each fighting for dominance. It was almost impossible to make out which was which, a mess of scales, claws, and tails writhing around. Pennington wanted to try and blast the creature with magic, but the two reptiles were moving too quickly.

Then, all at once, things seemed to come into an equilibrium, and the two froze. Moonstone's small body was wrapped by the cockatrice's constrictor-like tail, but her claws were wrapped around its throat. The two of them were locked eye-to-eye, mere inches apart.

"Leave... him... alone." She whispered, leaning forward to intensify her stare.

Pennington was about to cry out for her not to look, but nothing seemed to be happening to her. She wasn't freezing. There was a palpable energy between the two of them, the kind that assured him not to interfere. The cockatrice seemed confused, as well, but continued its efforts to turn her to stone, quietly growling at her and refusing to blink. Pennington slowly realized why she wasn't freezing.

Her talent... Her eyes. They're special. From the looks of it, whoever blinks first...

loses.

The staredown continued for almost a solid minute, neither side relenting. Pennington knew that cockatrices rarely blinked in mid-stare, it was a defense mechanism. He couldn't say the same about Moonstone. The two of them were locked in place, both statues to the rest of the world, as the seconds ticked by. Slowly and deliberately, Moonstone's tongue slowly slipped out of her mouth, hovered in the air for a moment, then snaked upwards towards her eyes...

and slid across her exposed eyeballs, one at a time.

Pennington did a double-take at the spectacle, stepping backwards and blinking several times, himself. Fortunately, so did the cockatrice.

Moonstone smiled as her enemy fell to the ground, twitching and writhing at her feet in a seizure-like manner. With a grin, she turned back to Pennington.

"Well... I guess that falls into your category of 'fun,' doesn't it? Mortal terror, high risk, poor odds... Sounds about right."

Pennington blinked in surprise, then broke out into a gleeful smile. "Staring down a cockatrice? Seriously? I had no idea that you could do that!"

"Well, frankly, neither did I..." Moonstone muttered, bushing some dirt off of her scales. "It was just instinctive, I didn't really think about it..." She blushed a little at his prideful smile, glancing to the side. "Look, it's not a big deal... And don't go expecting me to jump into danger for you again!"

Pennington chuckled to himself, walking over to the young dragon and putting a hoof around her shoulders. "Well, I'm glad that you did this time, or I might not still be around! I'm really proud of you!" This, of course, elicited another blush from the dragon. After a few seconds, Pennington looked up and finally took a moment to examine the clearing that they had landed in.

It was, by definition, a carnival, but one unlike any that he had ever seen. The entirety of what he could see seemed to be dilapidated and worthy of being "condemned." There were several rides, such as a Ferris wheel that looked as if its rusted-through supports were about to collapse in on themselves, a large mechanical monstrosity that looked as if it had at one time been a dizzying ride that pulled ponies in circles in small, spinning pods, much like a less open version of the "Pegasus Disorienter" that he had once seen on a visit to the Wonderbolt Training Academy, and even a large roller coaster track that seemed to run around the edge of the park before continuing on into the distance, barely held aloft by rotting and decayed wooden beams, obviously meant to look traditional when compared to more modern steel structures. Huge red-and-white striped tents filled much of the remaining space, some more weathered and beaten than others. Pennington couldn't see much inside of them from a distance, the area within being dark and full of shadows. Everything about this place seemed eerily abandoned and left to fall to the forest, with trees and hedges growing in the middle of the path and vines crawling up the sides of booths and stands that previously hosted games and shops.

Everything about this place set Pennington on edge, reminding him of the creepier of the temples that he had explored before in far-away lands, where entire civilizations had been wiped out in mere days and left their homes open to the elements... Except that this was just an abandoned carnival. It shouldn't have been too frightening to him that an old carnival had simply been left in the forest. Ponies hadn't died here, they simply left, probably when the creatures of the forest got out of hoof.

But still, the feeling of extinction, rather than abandonment, made the hairs on the back of Pennington's neck stand on end.

"Okay... Penn, this place is seriously creepy..." Moonstone whispered. "It makes my spines tingle..." She reached up, scratching at the black spikes on the top of her head. "Can we get out of here?"

"Moonstone, I'd love to..." He whispered, eyes shifting quickly from side to side. "and I'd like even more to shake this feeling that we're being watched... but I do believe that 'creepy' falls under our new job description, doesn't it?" He was trying his best to keep a light-hearted perspective in the dreary atmosphere, but his normal wit was falling flat. In his own mind, he remembered the mission that Princess Luna had given him along with Moonstone's employment as his assistant.

Pennington, I would like to ask you for a commission. I wish for you to compile a beastiary. One detailing all of the dangers living in Equestria... You will need to write a detailed description of each type of danger and creature...

"Luna said that we're going to face the 'greatest dangers!' If we're going to write a book about the most dangerous creatures in Equestria, then we're going to have to be braver than simply staying away from what's 'creepy.'" He had grown into a legitimate smile as he remembered the day in Canterlot, actually only a few days ago, that he had been given this new purpose for his travels.

As he stepped forward, walking deeper into the fairgrounds, however, that smile quickly grew uncertain, and he only held it for Moonstone's benefit. As he looked more closely at the signs standing outside of the tents, detailing the attractions.

Rare Freaks Galore!

The Bizzare!

Never Seen Before By Pony Eyes!

Pennington knew that dragons aged differently from ponies, but he still knew that she was very young, and he wondered how she would deal with the idea of freak shows, where the faults of others were put on display for ridicule. Pennington had always considered freak shows the epitome of pony scum, jeering and scoffing at the problems of others to bring up their own egos, and the idea that a pony would subject themselves to such abuse was horrifying, whatever their "issue" may have been.

The World's Last Living Human!

The Smallest Pachyderm Alive!

Meet the Circus Monster!

"Penn?" Moonstone whispered, climbing up onto his back as they walked. "How long are we going to have to stay here? This isn't just dangerous, it's downright bad..."

"We'll leave as soon as we've seen everything that we need to see..." He whispered. "If this place really is abandoned, then there isn't going to be much to do, and we'll be on our way..."

"And the signs?"

"Are getting less motivational by the second."

"Well, I hate to say it, and I mean REALLY hate to say it... But... It may not be as abandoned as we thought..." Moonstone whispered in his ear, taking a grip on his neck for comfort. "Am I the only one who hears the organ playing?"

Pennington stopped in his tracks, ears jumping up and away from his head, where they had fallen in apprehension. Somehow, Moonstone was right: there was the melody of a pipe organ playing, and it seemingly had been for some time.

"You're right," He muttered, doing his best not to squirm under her tightening grip on his neck. "I guess we'd better investigate..."

Pennington was acting far more brave than he would have if he were alone, simply because he had known Moonstone for only a few short days, and she'd had high expectations when they first met. Luna had told her a lot about him before their introduction, and she had been more than excited when they had first met, eager to make a good impression. This had, in his own mind, set the bar high for Pennington, and he knew that there was a long distance for her view of him to fall. He wasn't trying to impress her, but he didn't want to look like a wimp, either.

Normally, I'd take the long way around, try to find where it's coming from without being seen, myself... but it's just music, what's the worst that could happen?

He had a sneaking suspicion that he would be sorry he asked.

"Look, Twi, I don't see what you're so upset about!" Spike muttered as he re-shelved yet another book, slipping it into its designated place. "Most girls would be happy to get a gift like that! Especially after he already practically killed himself for you... several times..." The dragon thought for a moment, then chuckled. "It's kind of funny when you think about it, Twilight! He got you earrings for the holes in your ears, maybe you should get HIM something for the holes in his legs!"

Twilight rolled her eyes, starting to regret telling Spike about the adventure that she had been on with Pennington several months earlier. The two of them had, on Pennington's whim, invaded and investigated the changeling hive, nearly getting killed in the process at least three different times. He had spent the time up until a few days ago in recuperation and rehabilitation from his near-conversion, which had left him more changeling than pony. Luckily, they had been able to reverse the process, returning him to being mostly pony.

"Spike, it's not that I didn't like his gift, it was just too much! If ponies knew that he was buying me expensive jewelery from Canterlot when he pretends to barely eke out a living in Ponyville, they'd realize that the numbers didn't add up!" She paused for a moment. "And, for the record, everything that nearly got him killed was HIS idea, not mine! In fact, knowing that reckless colt, he's probably out getting himself nearly killed again! He certainly isn't in his shop..."

Spike paused for a moment as he grabbed a feather duster for the tops of the bookshelves.

"Well, that doesn't make any sense..."

"Why not?"

"Well, what about that bet that the two of you made? Right before you went into the hive, remember?" Spike waved the duster along the top of the bookshelf, as if talking about a book he had read, rather than about Twilight's actual life. "When the two of you were about to go into the hive, he told you that if he got hurt on that trip, he'd stop going on those crazy adventures..." He paused for a moment, thinking to himself. "He made a big deal out of it because he swore 'on Daring Do's compass!' You really didn't make a big deal out of it when you came home because he wasn't around..." He scratched his chin in thought. "In fact, I kind of forgot about it until now, too! You know, with thinking that he was dead, then that he was converted, THEN finding out that he was in Canterlot and trying to find him, THEN trying to get Luna to help with a cure, and your parents showing up with Princess Celestia-" He was cut off as Twilight pulled him from his perch, bringing him down to the floor in a surprisingly sudden embrace of joy.

"Spike, that's IT!" Twilight grinned, more excited than Spike had seen her all day. "Pennington promised me that he wouldn't go on any more adventures! He made a solemn oath!" She laughed with glee as she set Spike down again, her poor mood from the fight obviously lifted. "I can't believe I forgot about that! All that I have to do is mention that one time, and Pennington will finally stop throwing himself into danger!"

Spike held a hand to his head, trying to stop the spinning from being so suddenly jerked from side to side.

"But... what about Princess Luna? She not only made him her student, but she gave him an order to go and look for danger..."

Twilight stopped her celebration, sitting back down again in thought.

"I guess I'm just going to have to go and talk to her about it... ask her if she can let him go from that responsibility."

Spike balked at Twilight's proposal, surprised at what she was saying.

"You mean, you're going to ask Luna, the pony Pennington admires every bit as much as you admire Princess Celestia, not to take him as her protege? To FIRE him?" Spike shook his head. "Isn't that your worst nightmare?"

Twilight paused, her eyes widening at the realization. She thought for a moment more, lifting a hoof to her mouth in concentration.

"I'm not going to ask her to dismiss Pennington, just to give him a different assignment! I'm sure that Luna would understand!"

Spike gave her a skeptical look, forcing Twilight into an uncomfortable position. "Look... It's no big deal, okay? It's been what? Three days? I can get Luna to change her mind..."

Spike knew when Twilight was trying to fool herself into believing something that she wasn't sure about, and this was definitely one of those moments.

"Twilight... are you sure that this is a good idea at all? I mean, 'adventuring' is part of Pennington's talent..."

"Pennington's talent is writing, Spike." Twilight looked up from her saddlebag, which she had been checking for whether or not she had everything that she needed for a trip to Canterlot. "The rest is just to make his writing better. Come on, we're going to Canterlot."

Spike let out a long sigh, silently apologizing to Pennington for having ever brought the promise back to Twilight's memory.

Haunting Secrets

Welcome, my dear little pony friends!
Come and stay with me 'til the end!
There's just one thing that has to be said!
If you cannot play, then you're DEAD!

Pennington shuddered as he and Moonstone drew closer to the source of the music, a mare's voice rising out of the largest tent, at the center of the fairgrounds.

"Kinda morbid..." He muttered. "I wouldn't picture that kind of lyric for a carnival, even one as run-down as this..."

"I guess it's true... I mean, a corpse can't really play..." Moonstone whispered, tightening her grip on Pennington, giving him a gentle reminder that he wanted to set a brave example for her. "But, I do have to wonder..." She quietly trailed off, not wanting to finish the thought.

"How it came to be a great enough issue to mention?" Pennington finished. A silent rubbing at the back of his neck indicated that Moonstone had nodded. "Me, too, Moon Moon..."

"Moon Moon?" Moonstone took hold of the distraction easily, pulling back from his neck to give him a curious stare.

"Well, it seemed like a fun nickname! You know, to try and lift the mood a little..." As Pennington turned back to look at her, he was met with an scolding glare.

"My name is Moonstone, Penny!"

"Hey! No need to get rude, Moon Moon! I was just experimenting." Pennington paused for a moment, coming to a stop. "And don't call me Penny!"

"Sorry, I guess I was just experimenting, Penny!" As a flare of indignation lit in Pennington, Moonstone simply crossed her arms.

"Don't call me that!" Pennington rolled his eyes, half-tempted to simply buck her off his back.

"Well, don't call me 'Moon Moon!'"

Look, there's a ticket booth!
Feed it quickly, please!
Your gold bits are what it eats.
There is so much to see!
You would not believe
the parasprites I had last week!

Finally, Pennington and Moonstone passed through the open door of the Carnival's largest tent, and as their eyes adjusted to the low light, they were both shocked at what they saw. It was true that "a pony playing the pipe organ" was a perfectly reasonable explanation, and in fact would have made more sense than most of what they had seen that day, but this was radically different from what they could have expected.

The organ was actually in the far side of the tent, behind what seemed to be almost like the set of a three-ring circus. Pennington could only imagine what went on when the tent was filled with cheering ponies, but his gaze was more drawn to the organ. The pipes from which the music was coming reached all the way to the top of the tent and extended outwards to either of the other walls, creating gigantic bronze pillars ringing with the sound. Pennington's eyes could see the movement of other instruments somehow grafted into the organ, now audible inside the tent as an entire orchestra.

The pony at the helm was unlike anypony that Pennington had ever seen before. Her coat was a light tan, clean and well-kept. Broken only by a few streaks of jet black, her mane was a stark white, though obviously not from age, considering her lithe figure and how easily she could swing her upper body from one side of the keyboard to the other while easily reaching every note. How she could play such an intricate tune, including a set of drums and now even a small number of brass instruments, escaped Pennington's mind. The most strikingly strange features, were what seemed to be a pair of small, blood-red bat wings on the back of her head, though Pennington wasn't sure if they were simply a part of a hair accessory she was wearing, since the ends retreated into her hair. Her tail swung back and forth happily to the music, the sheer size of the keyboard on the organ forcing her to dance in flawless choreography. She wore a short red-and-white striped dress, the same pattern as the circus tent, the bottom of which bushed gently against her cutie mark: a large spiderweb covering her flank entirely.

Wander now inside, leave Ponyville behind!
If you turn back now, a cockatrice you'll find!
Say what makes you HAPPY,
say that "da magik's" here!
Do not be afraid, for I am not one to fear!
Because this is the place where I control all you see,
but I want more, so come,pretty please
With me, the Cat of carnival design!
Baby, get in line, you're mine!

Pennington had to admit, her singing voice was beautiful, even if the lyrics were somewhat scarily accurate. He looked up, trying to comment on the fact to Moonstone. To his complete and utter surprise, however, Moonstone was gone.

I didn't even notice her weight coming off of my back... The fact that he had gotten so caught up in the song not to notice her leaving was somewhat disturbing, and he turned back towards the opening of the tent. He caught Moonstone's tail slipping away behind the edge of the lighted doorway.

"After all that other stuff, this is what scares her enough into running off?" He whispered, marveling at the fact. Even as the the last words left his mouth, however, he felt a heavier weight press itself onto his back, something alive and warm.

"Well hello there, handsome..." The voice tickled at his ear, warm and moist with exhalation. For a moment, Pennington could almost feel the words working their way down his ear canal, making their presence known deeper and deeper in his skull, making short work of the trip into his brain. Immediately, his instincts propelled him away in a desperate leap, landing several meters away. As he spun around, rubbing at his ear (which was, of course, completely uninjured, the entire sensation having been an apparition in his own mind) he finally had a chance to see the strange pony's face.

The first thing that Pennington noticed was a toothy yellow grin. If the color were any indication, the pony, whoever she was, seemed to have never heard of brushing her teeth. She wore a pair of spiked leather bracelets at the ends of her sleeves, but Pennington hardly noticed them as his eyes were drawn to her most prominent feature: her eyes. It wasn't the violet eyeshadow or her long eyelashes that drew his gaze, but the colors. Her right iris was a blood red, surrounded by a tinted yellow color on the rest of her eyeball, while the colors were swapped on her other eye, with a yellow iris and red spread out over the rest of her eye. For the second time in as many minutes, Pennington found himself entranced by the strange pony, this time staring at her eyes, rather than listening to her voice. Somehow, the organ was continuing to play, even without her striking the keys. Her smug grin didn't change, in spite of the fact that he had been so badly startled, and the two stood, staring at one another, for almost a full minute before she spoke again.

"I said, 'Hello, handsome!'" She rolled her eyes at Pennington's lack of a reply. "That's where you're supposed to say, 'Hello, beautiful!'"

"I don't think my girlfriend would appreciate that..." Pennington spoke slowly and deliberately, trying to make sense of what was suddenly happening. In the middle of the Everfree forest, at the center of an abandoned carnival, this pony who was singing and playing an orchestra on her own... is hitting on me?

The stranger rolled her eyes with a knowing smile, as if she were in on a joke that Pennington hadn't heard. Walking back over to him, she placed a confident hoof around his neck, guiding him back towards the way that he had come in. "Welcome to Catherine's Carnival! Home of thrills, spills, and your beautiful hostess, me!"

"I wouldn't be too sure about that. The carnival that I saw as I was walking here was in no condition for customers, Miss... Catherine."

"Oh, don't be silly, Pennington!" As she led him out of the tent, Pennington found the entire park transformed, with lights flashing, rides working and looking as if they were in their prime, and the carnival alive and sparklingly new. Even as his jaw dropped, she drew closer, her cheek brushing up against his, and whispered in his ear with that warm, brain-piercing voice. In his shock, Pennington didn't even care about the violation of his personal space, simply trying to understand what could possibly have happened to restore the carnival.

"I'm the Carnival Cat! Let me show you around..."

Moonstone didn't stop running until she was outside of the carnival's boundaries, flying as fast as she could, her heart pounding in her chest with fear. When she finally reached the forest again, she looked behind for the first time, checking to see if Pennington had followed.

Her spirits plunged even further when she realized that she had left alone.

Didn't he hear me shouting for him to get out of there? Taking a seat on a tree branch, she tried to understand what she had just seen. The pony on the organ hadn't been a normal pony, by any standards, of this she was certain. The moment that she had laid eyes on the mysterious organist, the entire world her eyes were seeing changed. Black threads had filled the entire tent, strung down from the organ and out of the doors, attaching at least one to every possible surface of the restored carnival (A miracle that seemed to flicker under her gaze, as if the entire carnival weren't sure of whether or not it was real, itself). Every thread had led back to the musician, attaching to her body in some way as she moved, almost to the point where Moonstone couldn't even see the pony underneath them all.

Pennington didn't seem to see anything, though... Was it just my gift telling me that something was wrong there? She shook her head, trying to clear the images from her mind and focus on the task at hand. I need to get back to him, either way! I can't just leave him alone in there!

From her perspective, there were two possibilities to the meaning of her vision. Either the pony at the organ was a puppet of a more malevolent carnival, or she was the one pulling the strings.

"And from what I've seen of Pennington the past few days, he excels at getting himself tangled up in things that he shouldn't..."

"So, what would you like to try first, my dear?" The pony, who insisted that Pennington call her either "Cat," or "Carnival Cat", once again broke his personal space, brushing against his side with a grin, her tail flicking back and forth. The fabric of her dress brushed up against his side, startlingly smooth, considering it looked to have been made from the same material as the tents. Pennington normally didn't mind ponies breaking his personal space, but she was beginning to get under his skin with the constant closeness, most of all when his mind would flash back to Twilight. Though their last encounter had ended in a fight, he still couldn't help but wonder what she would think if she were to see him with Cat.

"We have the coaster, the hall of mirrors, the freak shows, the Tunnel of Love..." Cat grinned as she listed off the attractions of the restored carnival, a feat of magic that Pennington still couldn't comprehend. Her obvious love for the last suggestion was almost startling, and Pennington's mind immediately threw itself in the opposite direction.

"Do you have a house of horrors?" he asked, taking an anxious step away from her and further out from the tent.

"Well, we do, but I don't think you'd like it..." Cat put on a small pout at his obvious disinterest. "Nobody does! It scares them all pretty badly..."

"Perfect! Which way?" Pennington immediately jumped into the center of the thoroughfare, eager to get moving. If there's one thing the opposite of romantic, it's a house of horrors! Maybe she just needs some not-so-subtle hints...

"Oh, just follow me, dearest!" Suddenly chipper again, Cat trotted past him, her tail snaking up and under his chin as she passed. Her mannerisms were truly catlike, from her gentle, fluid movement to even the light purring that Pennington could swear he heard coming from her as she passed. "But I'm going to need a big, strong stallion to hold me if we go in there!"

Rolling his eyes, Pennington couldn't help but wonder if he was the butt of some twisted joke. Nopony in their right mind could be so forward without joking... But her playfulness DOES come off as sincere... Shaking his head, he followed her, praying to Luna that his suggestion hadn't made things worse with his choice.

As they walked through the carnival, Pennington kept a constant awareness of his surroundings. It could be that we jumped back in time to before it was broken down like this... Or maybe some kind of mass restoration spell, though I couldn't imagine where an earth pony like Cat would get the kind of magic to- His thoughts came up short as his eyes wandered to the dark area between a pair of booths, where he could see a glowing pair of white eyes staring out at him hungrily.

"Don't worry! That's just Sludge!" Cat didn't even turn around. "She's my oldest and dearest creation. I'm sure she'll come out to meet you soon..."

The eyes slowly blinked, then faded and retreated into the darkness, sending chills down Pennington's spine.

"Your... creation?"

"Oh, well, a mare does bring life into the world, does she not?" Cat's suggestive grin told Pennington that she was definitely not going to stop her advances. She slowed her pace, falling into step alongside him, rather than leading the way, and placed her head on his shoulder. "I needed a friend here, someone to help a lonely feline run the big carnival, so I created Sludge! She can do just about anything I ask, but she's no replacement for a stallion's company..."

"Mm-HMM..." Pennington stiffened when she leaned on him, trying to make sure that his shoulder was as uncomfortable as possible for her, even shying away a few inches. "So, she's your daughter?"

"In the same way you might call one of your books yours!" She replied with a shrug. Suddenly excited again, she pointed up at large building in front of them. "And look, we're here!"

Pennington blinked, struggling to understand what exactly he was looking at for at least the third time that day. The building was more than familiar to him:

It was his home, decrepit, abandoned, and painted in an array of darker hues of grays and blues. Several of the boards were rotting on the outside, and all of the windows had been boarded up, but it was definitely his home. All that was missing was the sign outside that read "Inkwell Commissions."

"I- I don't understand... Why is it my house?"

"I told you you wouldn't like it!" Cat smiled, seemingly relieved. "Ponies always seem surprised at how familiar it looks, and it scares most of them off! Come on, I know the perfect- Hey!" She was interrupted as Pennington dashed away, running for the front door. He was in such a hurry, he didn't even notice the small smile playing on her lips.

Pennington ripped away the boards at his front door, opening the way. When he reached for the handle, however, the door refused to move. After a few seconds of confusion, Pennington reached into his bag and, with a trembling hoof, pressed his key into the lock.

Click!

On aching, groaning hinges, the door swung open, refuting any belief that it was simply a house with the same design. This was definitely his home. He could already feel his heart pounding in his chest out of fear, and he hadn't even stepped through the darkened threshold, yet. His home had always been his anchor, his one stable island, his secure harbor after all of his travels where he could lock himself away from the rest of the world and rest. He often took it for granted, but his home was precious to him, and to see it so beaten, bruised and torn like this had peeled away any facade of bravery that he had summoned. Finally, taking a deep breath and bracing himself for the worst, Pennington stepped through the front door that had once welcomed him with comfort and peace.

The front lobby, where he took orders for custom pieces of literature, was filled with ponies, a rare sight, even after the publishing of a new Daring Do book. As he cast a gentle spell for a light, though, he stumbled backwards, nearly right back outside again. All of the ponies in the room, more than half a dozen, were corpses, somehow still alive. Flesh was rotting and peeled away, and the majority of their eyes were gone, simply filled with empty sockets. Their coats and manes were mangy and matted, missing in large clumps at times. Somehow, though, even where their coat was gone, every pony was covered in cutie marks, from the tops of their heads to the bottoms of their hooves.

Is that... the cutie pox?

Some were talking amongst themselves, others turned to look at him, their empty (or worse, half-empty) sockets simply gaping at him, as if they expected him to do something. Knowing that the image would definitely be haunting his nightmares, Pennington stood up again, dusting himself off. Without a word, all of the ponies stepped aside, clearing a straight path from the front door to the one leading to the next room. At this point, Pennington was no longer sure if he wanted to progress deeper into his home, but he didn't dare find out what would happen if he didn't take their invitation. Slowly, making sure that he could see every pony in the room, Pennington moved forward, walking between them. Every pony was staring at him, now, and he was wishing with all of his heart that he had followed Cat's advice.

Shutting the door behind him, Pennington moved on to the next room: his kitchen. Normally, stocked with his favorite cheap noodles, Pennington smiled with relief at the sight of the familiar styrofoam cups scattered across the counters and in the sink.

Almost as soon as the relief had settled in, though, one of the cups moved, shuddering back and forth.

Pennington could have sworn to Luna that he died of fright then and there. What happened next, however, was even more frightening. All of the cups began to shudder back and forth, rocking to and fro as whatever was inside of them tried to break free. Eyes widening in horror, Pennington watched as one cup finally broke free of its inertia, tipping over on the counter and revealing a mass of spiders, all of which began spreading out and crawling around on the walls and the floor.

"S-Spiders! SPIDERS!" Pennington screamed, stomping his hooves as he sprinted towards the door to his hallway, trying his best to ignore the sickening splatter of spider bodies being crushed beneath his hooves. Even as he ran, more cups tipped over, revealing worms, spiders, hornets, and insects of every horrifying kind. Slamming the door shut behind him, Pennington didn't bother to stop in the hallway, continuing to run deeper into his house, making a bolt for the stairs to the second story. After rushing up the stairs, however, Pennington saw that the door to his living room and bedroom was gone, met only with a blank wall at the end of the stairs.

There was only one room left, now.

Praying that the assorted insects and arachnids hadn't figured out a way through his door (he could have sworn that he had seen some monstrous-looking termites in the mix), Pennington walked back down the stairs, increasing the brightness of the light coming from his horn to spy any offending bugs, of which there seemed to be none.

As he walked back into the hallway, Pennington's blue light shone on the most comforting door in existence: the door to his study. He lived in this room, ate in it, and slept in it. It was where he did his work when he wasn't traveling. The kitchen and his ramen had been a comfort as well, however, but they had only proven to be accordingly frightening, which filled him with trepidation of what could be behind the door. He knew, however, that the room held one of his few ways out of the house: his skylight. His back door and upstairs seemed to both have disappeared.

` Taking a deep breath to brace himself, Pennington opened the door, hearing the multiple locks on his sanctum disengage at his magical touch. As the door swung open, he was shocked to find that the room was lit with blinding light, forcing him to step back and raise his hoof to protect himself from being blinded. As the light faded, Pennington saw that the door led to a different place: a hall of mirrors. Ignoring the impossible dimensions of the room, Pennington stepped inside, unsure of what to expect.

His own reflections were everywhere, and he found himself bumping into more than his fair share of walls. He could hear his heart pounding against the walls, and he couldn't tell whether or not he was about to be attacked. This was far too kind for what was most likely supposed to the be the most frightening room in the house.

Strange, isn't it? How a pony can be changed by jealousy and greed? Cat's voice whispered, seemingly coming from everywhere at once. He couldn't see her in any of the mirrors, though.

"What do you mean?"

Twilight, your "girlfriend?" Princess Celestia's personal student? The one who's supposedly SO SPECIAL? She was one of a kind until Luna took you on as her protege, right?

Pennington shook his head. "She's still one of a kind! There isn't another pony in the world like her!"

You might find that she's a lot like every other pathetic, spineless pony in Ponyville... Would you like to see what she is doing right now?

Ignoring the jab at his home town, Pennington looked at himself in the mirror. "You know, you're a pony, too!"

I AM NOT! I am a cat! The walls shook with Cat's voice, and the mirror in front of Pennington seemed to melt away, revealing her standing there, glaring at him. "I am a Cat of the Everfree, and don't you try and say otherwise again..." After a few seconds, the mirror reappeared, but rather than showing Pennington's reflection, he saw the Grand Hall of Canterlot, with Twilight and Luna standing face-to-face.

I need you to release Pennington as your protege! Twilight shouted, stamping her hoof.

She's so jealous... She can't stand not being the only one, anymore. She's not special, anymore, so she'll value that above the second-best thing that ever happened to you... the first being me, of course.

You need to change your mind about Pennington's status as your protege! Twilight shouted again.

"This can't be real. Twilight wouldn't do that..." Somehow, Pennington felt as if the image in the mirror was real, despite his denial.

I assure you that everything that you've seen here is completely real... One hundred percent true. Twilight is sabotaging you to protect her own precious sense of being "special..." She still doesn't trust you, she doesn't believe in you, and you'll always come second to her precious princess... The image melted away as Luna began to nod towards Twilight.

Pennington shook his head, trying not to process what was happening. Unfortunately, he knew the truth, now, and it was breaking his heart.

"How- how could she?" He could feel tears welling up in his eyes. In response, he felt a gentle hoof on his shoulder. Looking over, he saw Cat standing next to him, giving him a gentle smile.

"The 'how' doesn't matter, Penn... You're far away from her, now. You can just forget about the pain she caused you." Wrapping her hoof around his shoulders, she waved a hoof and the mirrors swung open to reveal the way out of the horror house.

"Come on, honey... It's my turn to pick a ride!"

For the moment, Cat's warm closeness felt as if it were actually filling the hole that had been torn open in his chest, and Pennington welcomed the comfort. Still, even as he felt his strongest ties to his home being violently ripped to shreds, one question pressed itself in his mind.

Why would Twilight betray me like that?

By the time that Twilight and Spike had stepped off of the train, the sun was already setting on Canterlot. When they finally reached the castle, the moon had already risen.

"Well, at least we know Luna's here..." Spike muttered, looking up uneasily at Twilight. "Are you sure that this is a good idea?"

"Well, there isn't exactly much else we can do if we want to keep Pennington out of danger, Spike!" Twilight shook her head, trying to silence her nagging conscience. "In the long run, it's the best thing for him that we get Luna to change her mind!"

"About his assignment, or about her choice to make him her protege?" Spike crossed his arms, giving her a suspicious stare.

"Either one-" Twilight quickly cut off her nerve-racked reply. She'd been thinking about it on the entire train ride from Ponyville to Canterlot, and either way would achieve what she needed. Looking around, a flicker of motion in the corner of her eye made her think that she had caught the two night guards outside snapping back to attention, as if they hadn't heard her. Lowering her voice, Twilight leaned down to Spike, who was giving her a skeptical eye.

"Look, Spike... I'm not going to give up on this, even if it needs to go that far. If Pennington keeps doing this, he's going to die-"

"Doing what he loves."

"For a cheap thrill." Twilight shook her head. "Spike, talent or no talent, assignment or none, Pennington needs to stop!"

"Are you sure that this isn't just because you thought that he was dead?" Spike rolled his eyes as the telltale signs of Twilight's notorious overreactions. "I mean, it was pretty jarring, wasn't it?"

"Of course it was... But my logic is still sound!" Twilight held her head high as she trotted down the hallway. "Luna's going to have to listen to me!"

"Right... because the Princess of all of Equestria is going to reverse what was obviously a very serious decision on her part and a life-changing decision on Pennington's part because you told her you're worried about his safety..." Spike cringed as Twilight shot him an angry glare. "What? It's the truth!"

Twilight rolled her eyes and rapped her hoof against the doors to the Grand Hall, announcing her arrival.

"Enter!" Luna's voice echoed loudly, as if she had been shouting at them in the Royal Canterlot Voice from across the room.

With a nervous glance at Spike, who was still looking skeptical, Twilight pushed open the door and walked inside.

"Twilight Sparkle? I received your letter asking to meet me..." Luna, who had been sitting on the throne in the room quickly walked down and met Twilight with a look of concern.

"Princess Luna, I need to ask you for a favor..." Twilight gave a quick bow, trying not to get on the princess's nerves while still being respectful. "I need you to take back Pennington's assignment to remake the beastiary. If he keeps throwing himself into danger, he's going to get himself killed, and I can't let that happen! And if you can't change his assignment, then, please, I need you to release him as your protege!" The words came out in a huge rush, and from the look of shock on Luna's face, Twilight prayed that she hadn't made the wrong choice in her request.

"Twilight... Your concern is noted, but I cannot grant your request!" Luna shook her head. "Pennington needs to complete the beastiary, regardless of the danger to his own life..." Shaking her head, Luna turned away again, moving back towards the far end of the room. "The matter is settled and final, and it cannot be changed."

"Does- does his life even MATTER to you?" Twilight stomped her hoof, taking a bold step forward towards Luna. "What good is that stupid book going to be if he dies making it?"

"Twilight, you don't understand my purpose in this..."

"Well, you're not giving me much to go off of, Princess! From what I can see, it almost looks like you're using Pennington's blind admiration for you to make him throw himself into danger so that you don't have to, yourself!" As Luna slowly turned around, obviously insulted, Twilight lowered her head in respect.

"But I don't want to believe that, Luna..." She lowered her voice to just above a whisper, knowing fully well that the alicorn could hear her. "I don't want to believe that you would purposefully do such a thing... But purposefully or not, Pennington will be killed if you give him this assignment. You need to change your mind about Pennington's status as your protege."

Luna looked at her for a few seconds before the anger melted away from her face. She let out a long sigh., shaking her head. "Twilight Sparkle, you can't understand why I made the choices I did, but I cannot take them back. There are forces at work beyond you or I, and Pennington may be in the center of it all..."

Twilight blinked in confusion, trying to understand. "Beyond you, Princess? But I thought that you and Princess Celestia knew about all of Equestria's ancient magic!"

"That may be true, but that does not mean that we can control or even understand all of it..." Luna shook her head. "But I shouldn't say anything more... This is nothing that you need to know about."

"Luna, if this is that important, and Pennington is in the thick of it..." Twilight looked down at Spike, who gave her an assuring nod. "Then I need to know!"

"Twilight, I'm sorry, but I can't-"

"It's alright, Luna..." Another voice, one that Twilight knew better than any other, spoke from the darkness. "I think that it's time that she advanced her studies further..."

Unlikely Friends

Pennington couldn't help but stare at the cotton candy he was holding in his hoof. It didn't seem odd, and he had even given it a small nibble, proving it to be genuinely sweet and edible, just like real cotton candy. Among the several things that were bothering him, though, was the fact that Cat had walked into a random food booth, plucked two cotton candies from a display, and given him one while keeping one for herself. This ordinarily wouldn't have been strange, had Pennington not personally seen that booth while walking into the carnival, completely empty and dilapidated.

At this point, though, he was still too badly shaken to try and form any kind of theory about why the booth had been restored and filled with food. He only stared into the pink spun sugar, his mind still trying to comprehend the day's events.

"Why?" he whispered, more to himself than to anyone in particular. "My home... turned against me? It was supposed to just be another house of horrors, but that was my home. My kitchen, my hall, even the locks were the same! There's no denying it... But why? How?"

Cat, sitting across from him at their small table, finished off her cotton candy in a matter of seconds, licking the paper cone clean while Pennington was caught in introspection.

"And then... Twilight..." Pennington placed his head in his hooves, shaking it in denial. "Why? Why would she do that to me? Why would she force Luna to reject me?"

"Oh, just relax and enjoy your sweets, sweetie! That haunted house must have been more scary than I thought!" Cat crooned, leaning across the table and giving his pile of pink fluff a lick. "Trust me, I won't choose any rides that are even close to being that scary!"

Pennington stared at his cotton candy for a moment longer, then took a large bite, letting the sweet taste help blunt the sting in his heart. Despite the fact that his heart was still completely and utterly crushed, he couldn't help but feel just a tiny bit better as his eating made Cat smile. As a wide grin spread out over her face, he took another bite.

At least I can make one of us happy... He thought to himself, levitating the cotton candy up into the air as he rose to his hooves. The last time a mare broke my heart, I let it keep me in pain for months... an entire year. I only managed to resolve things with Trixie a short week ago. I thought that that had brought Twilight and I closer, but... I guess I was wrong.

"Come along, Pennington! This way." Cat grinned as she walked past, her voice taking on a sing-song tone while her tail brushed underneath his chin. "We're going to my one of my favorite places in the park!"

Rolling his eyes, Pennington let out a long sigh. Or, rather, he would have, had he not stopped himself while drawing in his breath.

He'd never realized that Cat had a particular scent to her, but with her tail so close, he found himself greeted by the warm smell of fresh popcorn and hints of cotton candy.

A couple more rides couldn't hurt... She said the Haunted House was the worst, right?

"The haunted house was NOT the worst..." Pennington whispered to himself as "Catherine's Coaster" climbed over the crest of the first drop, which had carried them so high, he could feel his horn brushing the leaves of the highest parts of Everfree's canopy. Looking down, he could see the entirety of the Carnival spread out in front of him, a glowing nest of bright lights in the forest's gloom. He could honestly say with all of his heart that he wished he was there. He wished that he was there more than anywhere else in the world... Mostly because he had learned a long time ago that, along with spiders, paralysis, and the idea of dying, he did not deal well with heights. "This is the worst..."

Before they had a chance to go over the precipice, Pennington had a short moment to glance at Cat, who was sitting beside him. Unlike his death grip on the safety bar and sitting as far back against the seat as he could for security, Cat was eagerly leaning forward, staring straight down the steep drop. With a massive, mischievous grin, she turned to look at him.

"Are you ready?"

"I... I think I wanna get off..." Pennington swallowed loudly, taking deep breaths to try and keep his pounding heart on the inside of his chest.

"Well, there's only one way down!" Cat grinned, sitting back and wrapping her hoof around his wait, pulling herself close against his body. "Hold on TI-I-I-I-I-I-I-I-IGHT!"

"AAAAAAAAAAAAAAAAAAH!" Pennington didn't and couldn't fight the scream that burst out as the car lurched forward into its descent, which he would only later recall as almost a straight drop. He was almost completely out of breath to scream by the time that they had reached the bottom, where the track switched jarringly from a collision course with the ground to a level, twisted maze of twists and turns, whipping the car from side to side at unbelievable speeds. If it hadn't been for Cat's ever-tightening grip on him, Pennington suspected he would have been able to feel his internal organs being sloshed around inside of his body on the turns, lungs, stomach, and furiously-beating heart all being thrown back and forth against his ribcage like a madmare inside a padded cell. Somehow, despite Cat's steely grip with her hoof, Pennington was able to inhale again enough for another scream as they entered the next section of the ride: a series of inversions, loops, and, if his eyes weren't deceiving him, a large loop-de-loop almost as tall as the first drop. A force seemed to take hold of their car, rocketing it to even higher speeds for the upcoming maneuvers.

"AAAAAAAAAaaaaaAAAAAAAAaaaaaaaaaaAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHH!"

All the while, while his eyes were fixed on the tracks ahead in abject horror, he could hear Cat chortling with glee, her laughter audible even above the rattling of the wheels of their car and the iron racks on their wooden supports, seeing as she was pressed against him and practically laughing in his ear. There was something almost melodic about her giddiness, with her voice never reaching a point where it seemed as if she were simply laughing and screaming at the same time. Her close proximity somehow didn't hurt his ear, either, as the high, rich tones of her voice simply rung out through the open air, unafraid and absolutely delighted. The fact that she was enjoying herself so much brought a tiny iota of comfort to Pennington, though it quickly vanished again the first time that the tracks began to turn them upside down.

Through the fear, however, one thought did make itself clear to him as he tried to distract himself from the continued high-velocity torture.

I want to make her laugh more.

What felt like an eternity later, Pennington shakily stepped off of the ride, his hooves barely supporting his weight.

"I... am never... doing that again..." He muttered, eyes focused directly on the dirt beneath his hooves to stop himself from throwing up.

"Oh, don't be so dramatic, Penny!" Cat chirped as she hopped off of the ride that she referred to as "the Gut Churner," a ride that would rotate in its entirety while the spinning canisters holding the unfortunate victims were flung back and forth at seemingly random intervals. He had ridden such kinds of spinning rides before, but the speeds at which this one had moved had left him feeling nauseous. "I'll admit, the Gut Churner isn't for everypony, but at least we were together!" To punctuate her point, she strode up beside him, close enough for the smooth fabric of her dress to rub against him and for her to place a small kiss on his cheek.

Pennington's eyes widened slightly in surprise, though not at the kiss itself. Throughout the day, her invasion of his personal space had felt less and less intrusive, and he was quickly becoming accustomed to it, even admitting to himself that he preferred it over all of the constant time that he spent locked away from Twilight and the rest of the world in his study. She was warm and alive, unlike the quills and ink that he spent his mornings, noons, and nights with in Ponyville, and he was quickly coming to love her touch. What surprised him was the sincerity that seemed to be in the action. Cat hadn't waited for some kind of signal from him, and when he finally decided to risk looking up to see her, the unabashed yellow grin she gave him revealed that she held no shame in the affection, either. The two stared at one another for a moment, and he wondered whether or not he should reciprocate the action. Before he could decide, however, Cat looked up at the pitch-blackness of the leaves above, which had no sunlight streaming through them.

"I suppose that it's almost our bedtime, isn't it, sweetie?" She asked quietly, almost like a child.

Pennington sighed, as well, noting that it wasn't just the dizzying rides that had left him as tired as he was.

"Well, thank you, Carnival Cat. Today has been an eye-opening adventure, but I guess that, as night falls, I should be getting back to my camp... I'm sure that Moonstone is worried sick about me."

For perhaps the first time since the time he'd made the mistake of trying to call her a pony, Cat's demeanor changed. Her ever-present smile faded to a confused frown, and she stared at him quizzically, her ears flattening slightly against her head.

"Moonstone?"

"She's my assistant." Pennington smiled, shaking his head. "She's a little dragon with a big attitude. Though, I guess since I'm not Luna's student any more, she's probably not my assistant any more. She followed me out here, and saved me from a cockatrice right before we entered the fairgrounds." He sighed sadly, looking away. "Funny, I was actually just getting used to the idea of having her around."

"Hmm..." Cat seemed lost in her own thoughts for a moment before her smile returned in full. "Well, I'm sure she'll be fine if the two of you have a camp set up out there! But we can't have you running around in Everfree in the middle of the night, you might run into a cockatrice! Come with me!" Happily setting out to lead the way, she once again ran her white tail under his chin, a sign of affection he'd needed to grow quickly accustomed to.

It took only a few minutes of walking through the carnival for them to reach their destination: the large tent at the very heart of the grounds. Without waiting for him, Cat slipped quietly inside the doorway, disappearing into the darkness. Before following her inside, Pennington took a brief moment to look back at the land of excitement he had spent his day in. Somehow, when Cat had entered the tent, the entire carnival shut down again, and he was once again looking out on the dilapidated remains of what were once vivacious booths, lighted attractions, and enthusiastic rides. Something about the transformation back to its original state sent a wave of sadness and grief over him, as if it were a declaration that his fun had finally ended. Without waiting any longer, he quickly ran inside.

Without the lights outside, the inside of the tent was pitch-black, and filled with warm, muggy air that wrapped around him like an intangible blanket.

"Over here, Pennington..." Cat whispered.

Turning his head towards the voice, Pennington smiled at the sight of Cat holding a lit candle on a small pedestal, casting light in a small radius around her and illuminating her face. The light seemed to make her eyes stand out even more than usual, their confident gaze drawing him in. With a smile, Pennington stepped into the light with her, and the two strode through the darkness.

"As you probably guessed, sometimes the carnival has guests who just love it here too much to go home! Normally, Sludge and I make sure that they wind up back one way or another... But every now and then, a pony comes along that we agree just can't go home for some reason! So we made a little home here!" With a smile, Cat pointed ahead of them, where a large trailer came into view. It reminded him very much of Trixie's, but on a slightly larger scale. Walking up to the door, she placed the candle and it's base into what appeared to be a custom place for them, then reached down the front of her red-and-white dress, pulling out a small key on a string tied around her neck. With a soft click, she inserted it into the keyhole and turned it, allowing the door to swing open.

Light spilled out, causing Pennington to step back and blink several times before he could see inside.

The room was decorated from floor to ceiling in bright colors and carnival memorabilia. Shelves lined the walls, holding miniatures of all of the rides and dozens of sculptures ranging from china dolls to intricate wooden carvings painted in pastels. In the center of the wagon was a large, plush bed, covered in quilted blankets and huge, inviting pillows. The entire room was lit by the warm firelight of a pair of oil lamps hanging from the ceiling.

"Will this be okay, sweetie?" Cat grinned as she returned to his side. "If not, my bed is always free..."

"Cat, this is more than I could have asked for! It's wonderful!" Pennington ran inside, eagerly leaping onto the bed and wrapping himself in the warm blankets. He was surrounded by the sights and the soul of the carnival, in all of its lighthearted glory and adventure. It almost reminded him of what his study was like, immersing him completely in his adventures. But rather than his work and his stories, there was nothing but fun and games here, and the same playful enticement that Cat seemed to exude.

"Well, if that's all you need, then I'll see you tomorrow, Penn!" With a final wink, she slowly swung the door shut, leaving Pennington alone.

As silence fell for perhaps the first time that day, Pennington reached up and extinguished both of the lamps, leaving him in total darkness. But, knowing that he was right in the heart of the carnival, right alongside Cat, gave him a comfort that he wouldn't be truly alone.

Moonstone paced anxiously along the branches of the trees above the carnival, unsure of what to do. Pennington and that strange pony had been running all over the carnival, riding one deathtrap after another, and she didn't like how comfortable the two of them had been getting with one another over the course of the day.

"That song said that she was 'the cat of carnival design.' That means that she has to be the one that Zecora warned us about... But why is Penn-"

Look closely...

Moonstone swung around, trying to find where the voice was coming from. After a few seconds of searching, she turned back to the carnival, narrowing her eyes as she tried to look more closely. Normally, her gift was passive, acting more when she didn't want it to than when she did, but after several seconds, the air around the carnival began to waver and shimmer, humming with magical energy. Realizing she was standing only a few feet above the field, she stepped back.

"There's some kind of spell over the whole place! And Pennington-"

Is in the epicenter. Yes.

"Okay, seriously! Who's there? And stop interrupting me!" Moonstone spun around, trying to find the mystery voice.

There was only silence as she stared out into the rest of the canopy. Narrowing her eyes, she tried to see through the leaves and branches to the source. As she focused, the rest of the world seemed to darken, and two glowing red orbs appeared, indicating a pair of chilling eyes.

"Who are you?" Moonstone whispered, staring intently at the eyes to indicate that she had seen him.

We've met once before, as brief as it was... When the town was attacked by that fool with the Alicorn Amulet.

Moonstone's mind retreated to her memories, trying to find an identity amidst the mess of memories of the event. She had met Twilight, Applejack, the rest of their friends, Trixie, Whipstitch...

"Whipstitch... the Vault! In the Vault, Pennington said-" Moonstone's eyes widened, and she took a step backwards, realizing that whatever the magic was over the carnival, it probably was preferable to the entity she was talking to. "Penn said that you follow him everywhere. You're that evil mask!" Her eyes narrowed in suspicion. "You... can talk?

You're sorely mistaken if you think I'm powerless in this subdued form... But for the moment, we have bigger problems.

"We?"

We both want Pennington for our own reasons. You: because you wish to live up to your family name. I: because I know he would make a powerful vessel. But only one of us can retrieve him.

"Well, go get him, then!" Moonstone pointed down into the carnival. Somehow, the disembodied orbs of light managed to roll their eyes at her.

If I were to enter that field, the cat would flee, and take him with her. One mind altering entity can sense when another enters their realm of influence. They would be gone before even I could find him.

"So... the big, powerful, demonic cannibal god that should be feared by all... Is asking for help?"

MIND YOUR TONE, FLEDGELING! The glow from the eyes grew rapidly brighter, revealing the familiar mask. It looked like a pony skull, with gigantic, bloodstained fangs not only lining the mouth, but covering it completely. Since the last time she had seen it, however, the line of fangs had turned downwards, and the brow had furrowed into a scowl. I come to you because, for the moment, it would be mutually beneficial for us to work together. The moment my vessel is free, our truce will be over...

"You need me to get Pennington out of there so you can possess him later." Moonstone folded her arms, giving him a critical stare. "And I want to get him out of there because I'm his friend. You're pretty easy to see through, but I guess that's why you're not a trickster god, like Discord."

You don't need to hold a facade, either. I know why you were assigned to him, and it is NOT some delusion of companionship... The ceramic surface seemed disturbingly organic as the expression turned upwards, morphing into a smile. But you seem to grasp the situation enough for my purposes. Do we have an agreement?

"Yeah, whatever..." Moonstone turned her back to him, looking back down at the carnival. "So, what do I have to do?"

The cat is powerful. Likely more powerful than anything he's faced before, excepting myself. And she uses all of that power to one purpose: to prevent him from questioning her. To make him complacent while she twists his mind to her own will. She'll make him perfect, then disappear with him. It's the kind of web one would weave to last a thousand lifetimes.

"So, what? We need to dump cold water on him?" Moonstone watched as the two retreated into the main event tent at the heart of the carnival.

Removing him from the spell's area of effect should be enough. But that won't be as easy as it sounds. The spell originates from the cat, so it's strongest when he's close to her. The closer he gets to the edge of the fairgrounds, the more he'll be urged to return to her side.

"Great. Have you ever tried keeping him away from something he wants?"

Have YOU ever tried to get him to want something he doesn't? As I said before: the cat is powerful. And the recent... softening of his mind by the changelings is working against us. But even then, there are other dangers. There's a creature guarding the borders of the carnival, making certain they're undisturbed.

"Yeah, yeah, the cockatrice. No problem."

Listen carefully! Something far more dangerous. An amorphous creature with a body like tar, created by the cat, herself. If it catches you, you will be eaten alive. You must not be seen by it, for its mind and the cat's are like one. If one knows, they both will.

"Well, how am I supposed to-"

You still have the zebra's charm, correct? It will allow you to move undetected, unless you draw attention to yourself. You go in quietly, you retrieve my soon-to-be vessel, and you get both of you out by any means necessary. It won't be long before her weave over his mind is complete, and then they'll be gone, possibly for eternity.

Moonstone nodded, though she was still more than wary of her new "ally."

"And what kind of help can I expect?" She waited for a moment, but was met only with silence. Sighing, she turned back around. "Hello? Scary mask guy? Are you going to help me or-"

She was completely alone. Moonstone groaned and turned back to look at the carnival again.

"I guess I'm on my own... I guess the only power he has is the power of exposition! Anyway... I've gotta snap Penn out of that trance, whatever it takes!"

Author's Note

A minor note: The mask character (Named Cha'Qued) is a featured antagonist in both the earlier and later stories surrounding this one, which takes place between after chapters 37 and 38 of "Happy Adventuring, Twilight!"

While his actions here will be minimal aside from providing exposition, I DID feel as if I needed to mention where he came from.

Falling Over the Edge

Sludge was feeling particularly smug as she made her way around the carnival's borders for the last time. She'd done her job of guarding well. Not even the smallest of creatures were able to make their way in without being seen. At this rate, she would only need to guard another night, perhaps two, before her mistress's work was complete.

She slowly came to a stop as something caught her eye: a strange-looking mask laying on the ground. It wasn't often that she saw something made by ponies this far in the forest, and the large rows of fangs and bloodstains were amusing. After checking from side to side, she reached down with a gooey hoof to pick up the item, intending to add it to her small collection of knick-knacks and entertaining oddities.

After turning it over in her hoof several times, she lifted it up to her face, jokingly placing it over her own sparse features. Without warning, a powerful magical aura spread out from the mask, causing her world to go dark as her consciousness faded. In a frenzied panic, she drew herself away from the mask, separating the part of her body that she had already lost control of. As she re-formed several feet away, her glowing white orbs watched as the separated portion of her body fell down into a puddle, with the mask floating in the center.

Sludge watched as what was previously a portion of her own body rose up into a quadrupedal shape, and the mask itself began to push outwards, morphing from the face of a pony to the muzzle of a wolf, still covered from end to end in needle-like fangs on the outside of the mouth, each at least as long as the muzzle was tall. The black slime began to take on a more solid shape, following the lean, muscular shape of a wolf's body. As red light began to pour out from the eye holes of the mask, bloody crimson lines spread outwards and down the body, outlining what seemed like liquid sinews and muscles, binding it together and stopping the constant downwards and upwards flows that comprised her own body.

"I might thank you for this..." a low, gravelly voice growled. "But this body is disgusting. Inanimate. I can't eat in this..."

Realizing that she was face to face with an intelligent being, Sludge began to growl, two large wings branching off of her back in an attempt to look threatening. After several seconds of growling, she allowed it to build into a full-grown hissing shriek, opening her crimson maw and revealing her own fangs.

"Well, on second thought, I might be able to eat you..." The mask-turned-wolf grinned, several black plates of armor growing over its body in response to her threat. "That will just have to do..."

Sludge didn't know what this thing was or how it was able to possess her body and turn it against her, but she did know one thing: this thing would not be allowed to enter the carnival and disturb her mistress or her prey.

Judging by the fact that she could hear the feral sounds of battle all of the way from across the park, Moonstone could tell that she wouldn't have long to reach Pennington before she would be completely on her own again. With a nod to herself, she took off running again with renewed vigor down the roller coaster tracks, making her way towards the tent at the center of the carnival.

With a single flap of her wings, she leaped from the coaster to a nearby ferris wheel, freezing as she landed on the scaffolding, double-checking that she hadn't set anything in motion with the impact. Thankfully, everything was as silent and still as the grave. Nodding again, she took off running, eyes flicking back and forth between her path and her destination. She had a clear path all of the way to the tent if she made her way along the tops of the rides.

As a particularly loud screech ripped through the air, accompanied by a loud howling, she spotted the Carnival Cat dash out of the entrance of the tent, her head snapping from side to side angrily. Moonstone froze, shrinking back behind one of the carriages of the ferris wheel. After a few seconds, she took off running towards the fight, not noticing Moonstone.

For once, it's a good thing I wasn't flying. There's no way I would have been able to stop and hide...

Still not wanting to take any chances in case the Carnival Cat came back, Moonstone ran down the rides and made her way to the tent, dropping down through a large hole in the top. Looking around inside, there was only one place that Pennington could be: the large wagon off to the side.

That or she stuffed him inside the organ... She thought sarcastically as she made her way towards the wagon, only to stop momentarily to give the organ a horrified stare. Shaking the bloody thoughts from her mind, she made her way towards the wagon.

"Don't be ridiculous, Moonstone. She's crazy, but not bloodthirsty..." she muttered, trying to steady her nerves. As she made her way up to the wagon, she tried to find a balance between speed and silence, not wishing to be noticed. After what seemed like far too long, she finally reached the home, only to find the door locked and unyielding.

"Is she keeping him prisoner?" Reaching up, she inserted three of her claws into the lock, toying with and teasing the tumblers inside. Before she had met Pennington, she had known nothing about locks or how to pick them. Upon discovering his tendency to lock himself in his study under almost a dozen different mechanisms, she had learned to bypass some of the non-enchanted ones within a week.

"I never thought Penn's paranoia about ponies sneaking into his study would ever benefit me..." she muttered, smiling as she felt the last tumbler slide into place inside, allowing a quick twist of her wrist to unlock the door. The door soundlessly swung open, much to her gratitude, and she stepped inside, her eyes already well-adjusted to the darkness. Just as carefully, she closed it, cringing as she heard the lock click into place again.

It was definitely the kind of place that Pennington could be made to feel at home in: there didn't seem to be a single area of the wall that wasn't either filled with shelves or posters for the carnival. It was like some kind of twisted, carnival-themed image of his study, where pages of notes, bookshelves, and Daring Do memorabilia lined every wall. After a few seconds of staring, Moonstone ran forward, reaching the bedside where Pennington was sleeping.

"Penn! Penn! Wake up!" she hissed, trying not to make any noise that could be heard outside the room. "Penn!"

"Hmm..." Pennington's eyes remained shut, and he slowly turned over in the bed, turning his back to her.

"Pennington Inkwell!" Moonstone's voice escalated and she jumped up onto the bed, rocking it violently. "Wake up!"

"Hmm?" Pennington's eyes slowly slid open, turning to look up at the irate dragonet. "Moonstone? What are you doing here?"

"I'm here to save you!" Moonstone hissed, reaching down and digging her claws into his shoulder to pull him into an upright sitting position.

"Ow, ow, OW!" Pennington cried, quickly rising to full wakefulness and the desired position. "Moonstone, cut it out! I don't need rescuing!"

"That's what you think!" Moonstone leaned against him, trying to force him out of the bed. "Carnival Cat's messing with your head! We need to get you back to Ponyville, ASAP!"

After a couple seconds of thought, Pennington shook his head, sighed, and leaned backwards and into the bed again, sending Moonstone careening over his chest and past the edge of the bed.

"There's no point in going back. There's nothing left for me in Ponyville..." he muttered, closing his eyes again.

"Nothing left for you?" Moonstone quickly recovered from her tumble, climbing back onto the bed. "What about me? What about Twilight? What about Inkwell Commissions?"

"The princess's little 'chosen one' got Luna to fire me..." he muttered, grumpily turning over and wrapping the blankets more tightly around him. "And Inkwell Commissions is a house of horrors. It'll probably kill me if I try going back." His voice was a disheartened mumble, unlike anything Moonstone had ever heard from the intrepid adventurer. "At least here, Cat loves me. She's kind, she wouldn't stab me in the back."

"Penn, she's the one Zecora warned us about! Remember? 'A cat of great deviousness, lust, and pride, finds unwitting stallions and lures them inside!' And what are you talking about? You're still Luna's protege! She would have sent me a letter if you weren't! Carnival Cat is lying to you to make you-"

"No, she isn't!" Pennington suddenly sat up again, his energy renewed. "Cat would never lie to me! And she's not dangerous! You ran away before you even got the chance to meet her, and I bet Zecora did the same! Neither of you understand because you didn't give her a chance!"

Moonstone slapped her claw against her forehead, dragging it downwards and tugging on what were rapidly becoming tired bags beneath her eyes.

This is going to be tougher than I thought...

Sludge hissed loudly as she lashed forward, her body extending and stretching into a snakelike coil. In the blink of an eye, she had wrapped herself around the creature, and began to constrict with bone-crushing power. Rearing back with her head, she opened her jaw widely and clamped down on the wolf's neck, her teeth satisfyingly sinking into and through the armored plating.

With a grunt of effort, she reared her head back and upwards, shaking it back and forth to tear at the "flesh" that once belonged to her. Even as she did, other parts of her body liquefied and wrapped around its limbs, pulling them outwards and apart. With a deafening howl of pain, the wolf's body gave in, each of the limbs tearing away from the body while the neck ripped apart. With a final snap, the masked head was sent flying through the air.

Left in six different pieces, Sludge was certain that her opponent was finished, and set herself on the process of reclaiming what was rightfully hers, dissolving the dismembered limbs inside of her body and re-absorbing the black goo. To her surprise, the slime was tinged with the taste of stale blood, which had provided the crimson sinews over the body.

"What is going on, here?" Cat's voice ripped through the air, causing Sludge to cringe and turn sheepishly around. With a series of hesitant gurgles and gestures, Sludge pointed to the mask that had attacked her, trying to explain what had happened. After a moment, Cat nodded and stormed over to the decapitated head, which was trying to re-form itself into a smaller body. Reeling back her hoof, she slammed a powerful blow into the forehead of the mask, and the slime exploded backwards, leaving the mask completely isolated. No longer able to fight for itself, the mask reverted back to its typical form of a pony skull, glaring upwards at her. Undisturbed, Cat picked it up, returning the hateful glare.

"Who are you?" she muttered, staring into the unblinking eyes.

A being beyond your comprehension. A god of a long-dead pantheon. I am Cha'Qued.

"And what are you doing, trying to get into my carnival uninvited?" Cat rolled her eyes, obviously unimpressed.

You recently acquired a particular fleshy being that I already have a claim to. I've come to retrieve him.

"You know, I don't see your name on him..." Cat raised an eyebrow. "Pennington is mine. And he's going to be mine forever!"

And I already own him! You cannot-

"If I catch you in my carnival again..." she brought the mask close to her face, hissing into his teeth. "I can and will destroy you, god or not." Tossing it into the air, she reared back with her hoof and punched it, sending it rocketing upwards and out of the forest, certain to fly for miles. Her job finished, she turned back to Sludge.

"He obviously has friends that are going to come looking for him. Ensure that this doesn't happen again."

Sludge nodded, making her way over to where the last of her body had landed after being separated from the mask.

"NO! I don't want to go back! I can't go back!" Pennington shouted as Moonstone wedged herself between his back and the headboard of the bed, trying to force him out of the bed. In a particularly violent motion, he threw his weight backwards, crushing her and forcing her against the wall. "They're cruel and traitorous and horrible and I never want to go there again! I want to stay with Cat! I love her! And she loves me!"

Okay, THAT'S IT! She thought to herself, twisting around behind Pennington's back to face him. Before Pennington could respond, she pulled herself up over his shoulder and clamped her teeth down on his ear, piercing him with a particular fang.

"OW! You BIT me!" Pennington leaned forward, giving her breathing room again as one of his hooves came up to massage his aching ear. "Why in Luna's name would you... you..." After a few seconds of perplexedly staring at her, his eyes rolled back and his body slumped forward.

"Sorry about this, Penn..." Moonstone muttered. "But you'll thank me later. After all, an ounce of venom is worth a pound of cure..."

Crawling underneath his paralyzed body, Moonstone pulled his front two hooves over her shoulders and rested his chin on the top of her head. With a grunt of effort, she leaned forward, pulling him forward and halfway off of the bed. With another grunt, she pulled the rest of his body onto the floor with a cringeworthy thud.

"Okay, we just have to get you out of here..." she muttered, "You know, I really, really wish we'd had time to go and get Zecora..."

Despite Pennington's weight, it took her only about a minute to reach the door, and the two of them were outside in moments.

Okay, according to Cha'Qued, we just need to get him outside the carnival. Moonstone thought to herself as she pulled him down the stairs in front of the wagon. That's not going to be easy. I hope that he can distract her as long as he said he-

"Well, well, well... what have we, here? Trying to steal my darling dearest?"

Cat's voice made Moonstone's blood run cold.

"Oh... Buck."

"I still can't believe she bit me..." Pennington muttered, rubbing his ear. "I knew wyvens had venom, but I never really thought about her..."

"Dragons are wild, feral creatures..." Cat sighed, gently moving his hoof back down as she cradled his head on her lap while she leaned against the headboard of the bed. There was a gentility behind her actions that was almost alien to him, but he enjoyed it. Her scent washed over him while the folds at the end of her dress brushed against his cheek. "I should have done a better job protecting you."

"I can protect myself- Ow! Geez, did she give me a piercing or something?" Pennington moved to massage it again, but she stopped him.

"It'll heal quickly..." She smiled, leaning down and giving his ear a gentle kiss before letting him sit up again. "And she won't hurt you again. I locked her up in a nice, tight cage. When you're feeling better, you can decide what we'll do with her!" With a grin, she leaned forward and landed back on her hooves. The original playfulness returned to her eyes as she trotted to the door, her tail swaying behind her and beckoning him to follow.

"But for now, my dear, come with me. I think that there's something you're finally ready for..."

Pennington followed closely behind Cat as she led the way through the carnival, smiling contently as he looked around at his new home.

"Penny, there's something that you need to know. Something that I haven't told you..." she spoke over her shoulder to him, not stopping to talk. "There's something coming. Something huge and horrible. And it has me worried..."

"What? What is it?" Pennington asked, more curious than anything. For once, Cat seemed to be speaking seriously, without any kind of game to her words like she normally played.

"A black cloud in Equestria's sunny day. A rain that will last a thousand years..." Cat stopped, her ears drooping and her eyes turning towards the ground. "Even here, in the safety of my carnival, I can feel her coming. It'll take all of Equestria, then come after us here in Everfree..."

Seeing Cat's mood suddenly fall, Pennington rushed forward as an overwhelming urge to comfort her took over. Sitting next to her, he placed his hoof around her shoulders and pulled her close to him.

"But we're safe here in the carnival, right? I mean, you said that you control everything here, right?"

"Well, of course I do!" Cat spoke up indignantly, giving him a chiding glare. "What kind of ringleader would I be if I didn't? But... I have a plan, nonetheless. One that will keep the both of us safe for all of eternity." She nuzzled her head against his chest, sending a wave of pleasurable warmth through his body. "However, I can't do it alone..." With a pleading pout, she stared up into his eyes, her own mismatched orbs becoming more and more endearing the longer they held eye contact.

"Will you help me, Pennington? Will you help save us?"

Pennington smiled, the love gushing out of his heart in torrents already forming the words for him.

"For you, Catherine, I'd do anything."

With those words, Pennington heard the organ beginning to play all of the way from across the carnival, striking up the same haunting tune that it played when he and Moonstone had first entered the fairgrounds. Reassured, Cat's grin returned, and she hopped up onto her hooves, her tail running down the back of his neck and alone his spine as she did so.

"Wonderful! Just wonderful! Then it looks like we're here!"

Looking up, Pennington discovered that they were both standing before a ride that he had never seen before in all of the time that they had spent running around the carnival. A river had somehow made its way through the carnival grounds, and a ride had been built around it. Over the river was a dark tunnel with a heart-shaped opening, and Pennington could see several hearts, puppets, and other romantic decorations inside, lit by candlelight. Above the opening were three words, written in a flamboyant script.

Tunnel of Love

"Over here, darling!" Cat called as she stepped to the water's edge. On cue, a small wooden boat appeared, just large enough for two ponies to sit comfortably if they put aside their personal space: a triviality Pennington had dismissed ages ago. With an eager grin, Pennington dashed forward, hurrying into the boat, then turning around and offer Cat a helpful hoof as she daintily stepped in, as well. As the boat began to float away with the two of them inside, Cat resumed her singing, somehow picking up from the exact place that she had left off more than a day ago.

Come with me, baby, so we can set love free!
Happiness is my guarantee!
So please come here and give me one sweet kiss!
Or you will be left friendless...

As they entered the tunnel, Pennington was happy to oblige her request, taking the moment between verses to press his lips against hers in a kiss that sent shivers down his spine. Cat's body felt warm and alive alongside his own, sending a million thoughts and a thousand urges rushing through his mind, far too fast for him to process, leaving him comfortably numb as he wrapped his hooves around her waist and drew her closer, trying to draw in her warmth. Cat didn't resist, happily leaning into him.

My love is lonely, idle without a spark!
Patiently waiting to devour your heart!
Sweet music preys on you, my darling baby!
So please give your love to me, your lady!

Pennington glanced around at their surroundings, trying to take in the sights of the infamous tunnel. It was seemingly like any other "Tunnel of Love," with pink hearts and tiny little statues of fillies and colts wielding bows and heart-tipped arrows littering the walls. There were some moving figures, but nothing absolutely spectacular or magical. Compared to the rest of the carnival's fun-loving and excited spirit, it seemed relatively tame. The candles filled the entire place with the aroma of sweet flowers and sugar and created a gentle ambiance through which he could barely see Cat. As the boat moved further on into the darkness, the candles became fewer and further between, enveloping them both in the darkness together, isolated from the rest of the world outside of each others' embrace.

It's all about atmosphere. All the better for keeping the focus on the one you love...

I am waiting! Saddle up your pride!
There's no need to run and hide!

As another break in the song came, Cat leaned up and kissed him passionately, the force of the motion nearly knocking him out of the boat as her mouth opened, allowing her tongue to come out and into his mouth. Out of instinct, his own tongue rose up to oppose the entrance, but he felt his resistance giving way as they battled back and forth. After only a few seconds, he finally lost all control of himself, leaning forward and exploring her in return, relishing the taste of her saliva, still sweetly flavored with cotton candy. Their hot breath came out in ragged bursts on one another's faces and soft moans forced their way through their interlocked lips as each battled for the right to explore the other's mouth. Pennington felt every wall of inhibition and caution that he had ever built crumble away to dust as she made another push forwards, knocking him onto his back. After several more seconds, she finally ended the kiss, knowing that he was putty in her hooves as she towered over him, her hooves pinning him to the bottom of the boat. She slowly raised one dominating hoof to wipe away the strand of saliva that connected them. Her smug, hungry smile sent waves of happiness racing across his heart, and he found himself paralyzed with joy.

"Baby, get in line, you're mine..."

Author's Note

What happens in Catherine's Carnival STAYS in Catherine's Carnival...

Let's all hope Twilight's still busy in Canterlot, eh?

Help

"GRRRRAAAH!" Moonstone roared as she tried once again to pry apart the bars on her cage. Unfortunately, the bars were unyielding, and she was simply trapped and exhausted. With a long sigh, she walked to the opposite side of the cage and sat down, leaning against the bars while she waited for her strength to return.

"I can bite straight through gemstones, granite, and even diamonds..." she muttered, glaring up over her knees at the bars, "but give me a metal, rather than a mineral? Nothing! I can't do anything!"

Give it time. In a hundred years or so, there will be nothing your jaws cannot pierce.

"AAH!" Moonstone shrieked and stumbled away from where she had been sitting. There, right beside where she had been resting, was the mask.

"What are YOU doing here?" she shouted, trying to collect herself.

The Cat thinks me defeated. She has a false sense of security. We have more time before she retreats whence she came with our mutual prey.

"Yeah, well maybe you should have waited a bit longer to be 'defeated!' Your distraction did a fat lot of good..." Moonstone muttered, folding her arms and once again taking in her predicament. Not only had Cat locked her in a cage of fire-tempered steel, but she was suspended over a pool of what looked to be extremely hungry fish of some kind, and she had a feeling that it would be a bad idea to test whether or not they would be able to bite through her scales. The cage was suspended by a steel cable and tied to the roller coaster track.There was nothing for her to burn and nothing to bite, and even if she cut the rope, she would be either devoured or drowned. "Why didn't you make it longer, anyway? I could have gotten away with Penn!"

Are you QUESTIONING my wisdom?

Moonstone thought for a moment, then grinned.

"She really did beat you, didn't she? Poor little mask got beat up by the big, mean-"

She was suddenly cut off as the eyes gave a particularly menacing glow.

"Fine... So what do we do, smart guy?"

You need to escape this cage?

"Well, I'd certainly like to! Even if I get out, what are we going to-" She was cut off as the organ to play even more loudly than ever, and Cat's voice wandered across the park.

Now that you're with me, just sit back and relax!
There is much to do, so listen to these facts!

Ponyville is doomed, and you've got a front row view!
The events in motion cannot be stopped unless you
give yourself up and let your love set me free!
Or your friends die, their souls paid to me!

So marry me and I shall waste your life!
Let me be your little wife!

"Doomed? MARRY?" Moonstone ran forward, gripping the bars of her cage in fear.

There is no time! The mask hissed. Before her astonished eyes, six bone-white insectoid legs folded out from beneath the mask. In a matter of seconds, it scuttled across the floor of the cage and climbed up beside her. In a single, violent motion, it crushed three of the bars, creating a gap wide enough for her to escape. Staring at the now-mobile demon in horror, she raised a shaking finger to point at the newly grown appendages.

"C-could you always do that?"

Yes. The mask seemed to have changed to a smug grin while she wasn't looking, and the legs folded away again, allowing it to fall back onto the floor of the cage.

Now, as much as I despise saying this, you'll need help. I'm afraid that I'll be busy, so you must return to Ponyville and retrieve the bearers of the Elements of Harmony. They are the only force in Equestria that can stop the Cat now.

Moonstone nodded, spreading her wings while keeping a wary eye on the mask.

"What about you?"

If the Cat drains the souls from every pony in Ponyville, there will be dozens of freshly dead bodies to devour. I'll need to be fast to get to them while they're still warm. Honestly, if all she wanted was the souls and not my vessel, I'd consider fighting for her side...

Deciding against trying to envision how the mask planned on eating without a stomach, Moonstone flew up into the sky, breaking through the canopy in a matter of seconds. Far in the distance, she could see Ponyville: a small town made up of even smaller buildings. She could tell that it was miles farther than it had been when they had first arrived at the carnival.

How did it get so far away? Moonstone shook her head as she set herself speeding towards the town. Her arms were already beginning to ache.

"So, then, Twilight, you understand why Pennington cannot stop his adventures?" Celestia asked as they stepped back into the throne room.

"Well, I guess..." Twilight was still shocked by what the Princesses had shown her, and trying to process all of the new information. "But why can't we just tell him?"

"The information could send him running from his fate." Celestia shook her head, sighing loudly. "You know, Twilight, if you had never met Pennington, we would never have stumbled upon his association with this phenomenon. I suppose my first impression of him has once again been proven wrong."

"There you are, Twilight!" Spike shouted, running up to her. "What took you so long, you had to study all night?"

"I'll explain later, Spike. That is, if I even can..." she looked up at Celestia, as if asking for permission. Celestia and Luna looked at one another, then nodded.

"Only if it is absolutely necessary. If this were to reach the wrong ears-"

Before Celestia could finish, she was interrupted by the sudden retch and belch of Spike receiving a letter. As the emerald flames faded away, Twilight reached out with her hoof, expecting a scroll. Instead, to her surprise, a large leaf landed in her hoof, with words burned into and through the surface, cutting out a few rough words.

PENN TROUBLE BRING

ELEMENTS LIBRARY. -M

The four of them all stared at the makeshift letter for a moment before the meaning set in.

"Princess!" Twilight shouted, turning to her mentor. "Pennington's in trouble!"

"I'll get the Elements of Harmony from the vault." Princess Celestia frowned, turning and walking away.

"Moonstone knows better than to request them lightly... Once you have them, I shall help you return to the library in short time," Princess Luna spoke quietly. "Meanwhile, you should send letters to each of your friends to make sure they are ready. If there was no time to retrieve a quill and scroll, I doubt there is time to gather them before pursuing the threat..."

Twilight nodded, staring back down at the note in fear as she remembered the last time that she had even seen Pennington. He had left the library in a fury when she had refused to take an expensive pair of earrings. She'd said that she was protecting his identity as the author of the Daring Do books, but in reality, she hadn't had the heart to tell him that she had never pierced her ears. The idea of poking holes through her body terrified her, especially after the escapade he had taken her on with the changelings.

Oh, please don't let him have done anything reckless! she prayed.

"And do you, Pennington Inkwell, take Catherine, the Carnival Cat, to be your lawfully wedded wife? From this day forward, for better, for worse, for richer, for poorer, in sickness and in health, in death and through rebirth?"

Pennington looked over at Cat, who had shed her dress somewhere in the Tunnel of Love and replaced it with a spiderwebbed wedding gown. As he stared at her once again, he felt himself melt beside her as his soul was flooded with love.

"I do."

Far above them, Sludge tugged at the strings of the marionette, turning the priest to face Cat.

"And do you, Catherine, take Pennington Inkwell to be your lawfully wedded husband? From this day forward, for better, for worse, for richer, for poorer, in sickness and in health, in death and through rebirth? For all of eternity?"

Cat had never grinned wider, sending more and more waves of joy washing over Pennington. She was happy, and there was nothing in the universe that could make him happier.

"I do!"

"Well, then, you have declared your undying love before the carnival and the world. By the power vested in me by the spirit of the carnival, I pronounce you husband and wife! What has been joined here, let nothing tear asunder! You may kiss the bride!"

Pennington stepped forward, only to be met by Cat, who had already locked her lips on his, creating another burning embrace between the two of them. Even as he reveled in the moment, Pennington realized for the first time why ponies chose so often to be married.

This... this is final. We never need to be apart, and we'll never need anyone else. I have her, and she has me... and it never has to end. He smiled through the kiss, feeling the new weight of the ring around his horn, knowing that she wore a matching one around one of her hooves.

This never has to end. It's... perfect.

After almost a full moment, Cat pulled herself away from him, staring him straight in the eyes.

"Well, then, Mrs. Inkwell... What now?" Pennington smiled.

Cat chuckled, her eyelids half-closed in a smug smile of satisfaction.

"That's not how it works, Penny. You're the new 'Mister Carnival.' Not the other way around." She gently prodded her hoof into his chest before walking past him, Sludge carrying the train from her gown as she stepped into the slightly larger boat that had arrived on the river. "As for our honeymoon? I might have a few ideas... We can start with you carrying me through the threshold to our home, just as a husband always does for his newly wed wife, isn't that right?"

Pennington took his turn to chuckle as he stepped into the boat alongside her.

"Well, of course, honey! I never would have imagined anything different!"

"And after that..." Cat tapped her chin in thought. "I was thinking perhaps a spin on the bumper cars."

"Bumper cars?"

Cat moved closer to him, purposefully rubbing her cobweb cutie mark over his flank. Her silky fur and gentle touch sent chills through his body.

"Bumper cars..." she whispered the words in his ear, her voice dripping with sultry tones of velvet.

Pennington flushed as he realized that the words weren't literal. "Oh... I see... Well, that seems fitting for a honeymoon, doesn't it?" He grinned and gave her a quick kiss on the cheek. "Bumper cars it is, then! Anything you want, sweetie..."

Cat purred happily in response as the boat finally exited back out the other end of the Tunnel of Love, accompanied by a darker chuckle. Above the exit was the same font that had introduced the ride at the beginning. Here, however, it read two words.

Just married.

"Thanks again for the lesson, Zecora!" Apple Bloom smiled as she and the zebra made their way out of the Everfree forest and back onto the property her family owned.

"I'm certain your potions will soon be adamant!" Zecora gently patted Apple Bloom's head. "I'm happy to have you for my assistant!"

"Hey... do you hear that?" Apple Bloom asked, looking up at the sky.

Zecora followed her gaze, looking up into the sky only to see a familiar creature flying above them... and rapidly sinking.

"Oh no... Tell me it is not so!" She whispered.

"I- I can't! I- I-" Moonstone's stuttering was faint, but growing louder as she spasmodically fell closer and closer to them, dropping several meters every few seconds. "I can't- I- I- CAN'T!" There was one final anguished cry before the dragon fell limp above them, plummeting through the air.

Immediately, Zecora rushed forward, managing to get beneath Moonstone just before she hit the ground. It took only a moment for her to re-position the dragon to lean against her neck.

"Woah! H-hold on! Ah'll go get AJ!" Apple Bloom shouted as she took off running into the orchard. "SIS!"

Zecora nodded, making her own way towards the farmhouse. "Hold on, young Moonstone. You are no longer all alone..."

Moonstone stirred, her arms wrapping around Zecora's neck and gripping it tightly, but she didn't wake.

My friends, I'm sorry to spring all of this on you, but I need all of you to meet me at the library as soon as you can. While in Everfree, I believe that Pennington may have found something dangerous. Something that only the Elements of Harmony can stop. I need your help. Moonstone has agreed to meet me at the library, where she'll hopefully explain this danger to all of us. Time is of the utmost importance, so please come as soon as you can.

-Twilight Sparkle

Applejack looked down at the letter. The scroll had been waiting for her when she had come inside from apple bucking only a few minutes ago, and it had hardly brought a smile to her face.

As a matter of fact, it brought her hoof, instead. Swiftly enough to make a resounding "clonk," her still-muddy hoof collided with her forehead as her mind turned to thoughts of her idiot cousin.

"I swear to the sun, if that durned fool got himself hurt out there, it serves him right!" she muttered, snatching up her saddlebags and tossing them over her back. "But justice ain't gonna be served 'til I make him pay for the hurtin' Twilight's gonna have over this!"

"SIIIIIIIIISSSSS!" Apple Bloom's voice rang through the orchard, obviously in a state of distress.

Pennington > Danger > Everfree

Apple Bloom > Zecora's Lessons > Everfree

Danger in Everfree = Apple Bloom in danger

Immediately, Applejack was on high alert, every sense sharpening and every weary muscle regaining its strength in a massive surge. The door nearly broke off of its hinges as she burst forward, sprinting across the yard in the direction of her sister's voice. Her heart was pounding uncontrollably in her chest with fear as a thousand images of her sister in danger raced through her mind. In only a few seconds, Apple Bloom was in sight, sprinting towards the house from the forest.

"SIS! Come on, you gotta help u-OOF!" Apple Bloom's plea was cut off as Applejack finally reached her. Instantaneously, Apple Bloom was wrapped bone-crushingly tightly in her sister's hooves.

"A.B! Are you okay? Are ya hurt? What happened? Are you okay?" Applejack held her sister at hooves' length, inspecting the dazed filly from hoof to bow for injury. Her racing pulse began to slow as she recognized that Apple Bloom had no visible wounds.

Apple Bloom shook her head vigorously from side to side, waving away the mix of exhaustion and near-concussion. "N-no, sis! AH'M fine! But when me an' Zecora were walkin' home, Moonstone dropped straight outta the sky! Ah think she's hurt! You gotta help her!"

"Moonstone?" Applejack finally set her sister on her hooves again. "As in, Moonstone, the dragon who helps Cousin Penny?"

Apple Bloom nodded, already turning tail back towards the far end of the orchard and motioning for her to follow. "Yeah, this way! Zecora's carryin' her!"

Applejack nodded, running out to meet the zebra, whom she could already see in the distance. When she finally reached her, Apple Bloom's words rang true. There was Moonstone, unconscious on Zecora's back.

"I'll take 'er from here, Zecora. Do you know what happened?" Applejack asked, gently siding up to Zecora and using one of her front hooves to move Moonstone onto her back.

"I only wish for certainty, Applejack..." Zecora shook her head before looking back at the forest, scowling. "But on theories, I do not lack! Pennington may have found an adventure of perpetuity, we must hurry if we are to save him from the Everfree!"

"Pennington, huh? I just got a letter from Twilight saying that Penny was in trouble and that we need to meet her at the library! Leave it to mah cuz to go finding trouble! Come on, we'll head there!" Applejack turned away from the house and towards Ponyville, picking up her pace to a quick trot.

Twilight had been pleased to see that her letter had been received by most of her friends by the time she reached the library, and was met by an anxious Pinkie Pie, Rarity, and Rainbow Dash. Fluttershy had sheepishly arrived a few minutes later, Angel in tow angrily demanding to be fed. While Spike had gone to make certain that the rabbit had all the carrots he could ask for, Twilight had explained everything she knew about the situation at hand to her friends.

"I- I saw Pennington going into the forest a few days ago..." Fluttershy whispered, looking at the floor. "I should have tried to stop him..."

"Fluttershy, darling, I think we all learned the hard way that Pennington is near-impossible to stop once he sets his mind on something!" Rarity shook her head. "Honestly, colts are so hard-headed, I'm surprised many of them don't wind up dying from sheer determination that they don't need to eat or to breathe!"

"Regardless, girls, Moonstone said we might need the Elements, so..." Twilight opened up her saddlebag, removing the powerful gems from inside and placing them around the necks of their respective bearers. "We should all take this seriously." After placing her own tiara on her head, Twilight noticed that she was still holding one Element: Honesty. "Where's Applejack?"

"And where's Moonstone? Wasn't she supposed to meet us here to tell us what's actually going on?" Rainbow Dash added.

"W-Well... Applejack lives kinda close to Everfree... You don't think maybe-"

"Nah, I don't think so, Fluttershy!" Applejack gave her a pat on the back as she walked through the door, Zecora following close behind. "Sorry Ah'm late y'all, but ah got held up by a little emergency at the farm!" She bent down, allowing an exhausted Moonstone to climb down off her back.

"I- I guess I didn't quite make it to the library... I flew as long as I could, and I guess I fainted. The net thing I knew, Applejack was carrying me and Zecora was offering me a potion to bring back some of my strength." Moonstone shook her head as she walked into the center of the room, dragging her feet with exhaustion.

"So, what's the big emergency, Moonstone? Why'd you call us all here like this?" Rainbow Dash asked, leaning in to get a better view.

"Pennington... He's been captured by the Carnival Cat! She's casting some kind of mind-control spell on him!" Moonstone stared around the room, stamping her foot with frustration at the confused looks she was getting back in return.

"She's going to destroy Ponyville! We have to go stop her NOW!"

"Woah, woah, woah! Slow down, there, Moonstone!" Applejack placed her hoof on Moonstone's shoulder. "Tell it to them the way you told it to me."

"Pennington's been caught... by a cat?" Rainbow Dash asked disbelievingly.

"No, no, she's a pony..." Moonstone placed her hand on her forehead, taking a deep breath to calm herself. "She's some kind of enchantress that calls herself the Carnival Cat! She caught Pennington in her carnival and is putting a mind control spell on him to make him fall in love with her, and if we don't hurry, they're going to get MARRIED! Once she has him in her clutches, she's going to steal all the souls out of Ponyville to cast a spell to put herself into hiding! We have to stop her! Please, I tried to get him out of there, but there wasn't anything I could do! I need your help!" Her eyes were beginning to tear up as she dropped to her knees, her exhaustion once again taking its toll.

Twilight and her friends all glanced at once another. Rainbow Dash was skeptical, while Fluttershy looked terrified. Rarity and Pinkie Pie were both confused, but Twilight was determined.

"Wait, did you say 'MARRIED?'" Twilight's jaw nearly hit the floor. After a timid nod of confirmation from Moonstone, her teeth quickly clamped shut in anger.

"Oh, I did NOT fight my way through the Plains of Lore, into and out of the changeling hive, and past Trixie just to lose that stupid foal on a CAMPING TRIP!" Reaching up, she straightened her tiara and marched towards the door. Her face lacked its normal glee at the idea of getting to use the Elements of Harmony, instead tightened into an almost frightening scowl.

As the rest of her friends cast anxious glances at one another, Zecora only chuckled at the angry display. "Do not worry, my dear pony friends! I'll explain everything before our journey ends. What Moonstone says is both truth and sense, even if confusing at first glance!" She assured them, picking Moonstone up onto her back again.

"I hope so, this sounds like one big mess of crazy to me!" Rainbow Dash sighed, following after Twilight and prompting the rest of them to do the same.

Carnival of Disaster

Moonstone had come to a decision:

She did not like the Everfree Forest. Not one bit.

Over the course of an afternoon, their expedition had been chased by timber wolves, plagued by parasprites, nearly eaten on at least five occasions, and if it weren't for Zecora's insistence that she knew where they were going, she would have given up on ever making it back to civilization hours ago.

It was almost welcome when she could hear the familiar tones of carnival music winding their way through the trees, it was at least something familiar. That comfort faded moments later, though, as the carnival began to come into view.

The place was more alive than ever, with rides speeding along in the distance while stalls and games were brightly lit by strings of tiny lights, making the entire place feel warm and alive, as though they had just walked into the dimly lit belly of some giant beast. There were the sounds of typical chatter and business one would expect at a carnival, but no sign of any ponies to make them, with the main fairway being completely devoid of all life.

All life, that was, except for a single pony in the distance, happily twirling a large cane to the tune of the organ music reigning supreme over all sounds in the park.

Twilight looked back at her friends, examining their expressions for any thoughts. They all seemed either bewildered or spooked. Even Pinkie Pie had shrunken back, seemingly hesitant to join the supposed party of the carnival.

"So... do we just blast it from over here?" Rainbow Dash asked, hovering above her friends' heads.

"As much as I am usually opposed to such an approach lacking tact or finesse..." Rarity muttered, "I must admit, this carnival certainly does put dread in the air."

"It gives me the heebie-jeebies!" Pinkie whispered.

"Well, if Penny's in there, we can't just blow the place into oblivion!" Applejack replied.

Twilight nodded. "Besides, we don't actually know what's going on here. We should try to learn more of what's going on before we just open fire. Remember, we can't ask questions later if there's no one to ask!"

"Just be careful, little ponies and dragon!" Zecora urged, stepping back into the brush. "Keep yourselves prepared, for your own protection!"

Twilight nodded. "Thanks for getting us this far, Zecora. We'll handle the rest from here."

Zecora nodded, disappearing into the underbrush.

"Stay alive, I'll stay nearby!"

Twilight cast another look around at her friends, then nodded with determination, stepping forward and onto the Carnival grounds. If there was any place to start, it was with the pony straight ahead of them.

The stallion seemed to be having the time of his life, twirling a bamboo cane in time with the music of the organ. He would toss it into the air, let it fly as he spun around, then catch it just as it was about to hit the ground, letting it spin by its hooked handle on his hoof. On occasion, he'd plant it into the ground and lean on it, rising onto his back hooves and performing a quick dance, and other times he'd use it to pick up and toss his own large top hat, angling his head underneath it as it landed.

As they drew closer, something about the pony put Twilight off. His movements were haphazard, seemingly patternless, but he somehow kept moving fluidly from one to the next, despite often being placed in situations where she was certain he would lose his balance. As they drew closer, she heard a sharp intake of breath from Applejack.

"No way..." she whispered. "That ain't possible!"

Before Twilight could ask, Applejack had run ahead of the group, sprinting towards the stranger.

"Applejack, wait up!" Twilight and the others took off running, trying to catch up to her. As they watched, Applejack ran up to the stranger, grabbing him by the shoulders and staring him in the eyes.

"Cuz? Penny, speak to me!" she shouted, shaking him by the shoulders.

Twilight felt her blood run cold in her veins. The pony had a coat of a pale white, as though the color had been leeched from his body, and his hair had changed to a speckled gray. One of his eyes was bloodshot and red while the other was a sickly yellow, and he was dressed in an oversized red coat that floated out behind him like a cape, decorated with gold lapels and tassels galore. As AJ shook him, his black top hat fell off of the top of his head, only to roll down his back, up his tail, and land on his head again, covering his horn. Despite all of this, however, when Twilight finally had the chance to see his face, there was no mistake: they were staring at Pennington.

Pennington wasn't fazed by Applejack's panic, stepping back and sweeping his hoof outwards in a deep bow.

"Speak? Why certainly, dear filly! Welcome! WELCOME!" His voice boomed through the empty carnival. "Welcome, one and all, to Catherine's Carnival!" As he announced the name, the entire fairway glowed a little brighter, as though the carnival were responding to its name. "Home of thrills, spills, and adventure to last a LIFETIME!" He waved with the cane, indicating the area behind them. When Twilight and the girls all turned to look, he was already in place further down the fairway, waving to the booths and games.

"Step right up, and enjoy a ride on Catherine's Coaster!" He pointed up as a set of cars careened over his head, seemingly sharing only the most distant of relationships with the track they were riding upon. Before Twilight could question how he had moved so quickly, another Pennington popped up behind one of the booths, twirling a large mustache and juggling several white spheres with one hoof.

"Test your luck at the milk bottle toss! Just a bit for three throws, and EVERYPONY'S a winner!"

Twilight's eyes widened as yet another Pennington appeared in a booth just to their left, this time dressed in a red-and-white striped suit and chef's hat.

"Cotton candy, anypony?" He offered a large bouquet of the confection, shaped to look like a pony rearing back on its hind legs. When none of her friends took him up on the offer, he simply shrugged and bit the head off of the confection, causing the legs to kick wildly as it gave off a pained whinny.

"Come and see our lovely shows, every hour on the hour!" He was suddenly in front of them again, prancing further into the park and knocking at the signs of various attractions with his cane. "Freaks, one-of-a-kind wonders, the forgotten history of pony kind laid bare before your eyes! All for the low, low price of an admission ticket!" He finally stopped short at a small tent labeled "TICKETS." Reaching into his pocket, he fished out a bit and tossed it into the air. The tent sprang to life, a huge mouth opening and snapping up the bit out of the air like a hungry serpent. After a moment, the mouth opened again, belching and expelling a piece of paper Pennington plucked from the air without looking.

"And, of course, the greatest and most beautiful attraction of the carnival, herself! The ringleader, the founder, the one without whom none of this would be possible!" He pointed his cane upwards, indicating a gigantic tent behind him that they could easily identify as the source of the music. "My lovely wife, the Carnival Cat, herself!"

"WIFE?" They all shouted in unison.

Pennington was suddenly beside Twilight, gently prodding at her ribs.

"I know, right? How did I ever get so lucky?"

Applejack rushed up to Pennington again, grabbing him and shaking him by the shoulders. "Penn, get a hold of yourself! This ain't you!"

"What are you talking about?" Pennington stared her straight in the eyes, finally calming from his grand presentation. "Of course this is me! Pennington Carnivale!"

Applejack's jaw dropped and she released him, looking back at Twilight in shock.

Twilight stepped forward, trying to get a better look at him. It was obvious to her that he was under some kind of spell, but this kind of change was beyond anything that she had ever seen. It was incredible...

And it terrified her.

She'd hardly noticed Moonstone's grip on her growing tighter and tighter until she let go, sliding down off Twilight's back. She slowly walked to Pennington, stopping in front of him and staring up into his eyes. Pennington gave her a quizzical look, followed by a warm smile.

"And what can I do for you, my dear? Perhaps a balloon animal?" He reached his hoof behind his back, revealing an assortment of twisted and tied balloons shaped to look like a timber wolf. After a second, the balloon wolf turned on him, snapping at his face. Pennington dodged out of the way, stowing the inflated creature back behind his back.

"Well, probably not that one!" He laughed, pulling a deflated balloon from his coat with his magic and beginning to blow it up by mouth. "Still needs to finish obedience school!"

Moonstone ignored his cartoonish antics, staring straight into his eyes. "Do you know who I am?"

Pennington's expression fell from a carefree smile to a disappointed frown. He stared closely at Moonstone, then shook his head.

"I'm sorry, my dear. Patrons of every type come through this carnival every day, my memory simply can't keep up! I've been here for years, after all! My priority is to ensure that they all have fun!"

Moonstone's expression seemed to hold itself on the brink of tears, then catch herself. A smile slowly spread across her face and she raised a single accusatory finger.

"Gotcha. Liar."

"What?" Pennington's eyes shot nervously from side to side."I'm afraid I really have NO idea-"

"Is there a problem, Darling?" A second pony snaked her way out from behind Pennington's back, keeping herself as close to him as possible as she stepped out by his side. Twilight had to admit, her mannerisms DID remind her of a cat, but she was quite clearly a pony. Her coat was a faded yellow, while her hair and eyes matched Pennington's new look, down to the mismatched color of the irises. She wore a red-and-white striped dress that she was certain was hurting Rarity simply to look at. This new pony sent chills down her spine, and something about her yellow-toothed smile roused a fear in her, something primal. She nuzzled herself against Pennington, giving Twilight a smug look as if she knew that she'd already had some kind of victory over her.

"No, nothing, dearest! Apparently, we have some repeat visitors!" He waved his hoof to the group. "I'm afraid I didn't recognize them, and they're rather upset about it!"

"Well, nobody's perfect." She quickly pecked him on the cheek, making Twilight's anger flare. "Why don't you show them to the Scary-Go-Round? They can have a ride, free of charge for their troubles!" Unlike Pennington's genuine excitement, every one of her words dripped with false sweetness and smug satisfaction.

"That won't be necessary." Twilight stepped forward, staring down her rival. "I'm just here to bail my boyfriend out of trouble... again... and we'll be on our way."

The Carnival Cat looked around, feigning confusion. "Boyfriend? You're our first visitors of the day, I'm afraid there's no one else here!"

"MAH. COUSIN." Applejack pointed her hoof at Pennington. "The one you done brainwashed into becomin' YOUR husband!"

Carnival Cat's expression darkened, a monstrous scowl overtaking her friendly facade.

"Now, I'm not going to stand here and be insulted whilst you throw around baseless accusations like that!" She pointed her hoof out into the forest. "Here at my carnival, we pride ourselves on providing a good time to all, but I'm afraid I'm going to have to ask you to leave!"

Twilight opened her mouth to answer that she wasn't going anywhere, but suddenly found herself no longer facing their opponent. Somehow, the six of them had been transported to outside the carnival, and were standing knee-deep in a bog outside the carnival.

"HEY!" She spun back around to face the carnival, quickly overcoming her disorientation.

"Can we blast them NOW?" Rainbow Dash asked, brushing several vines from her face.

"What a dreadful pony!" Rarity spoke in hushed tones as the carnival music started anew in the distance. "And that dress was simply ghastly!"

"I didn't like her, either..." Fluttershy whispered.

"Well, we still don't know anything about how she's planning on attacking Ponyville, like Moonstone said!" Pinkie added, somehow standing on TOP of the bog, rather than in it. "What if using the elements HERE don't stop her plan THERE?"

"I promise ah'm bein HONEST when I say there's nothin' I want more than to drop kick that filly straight into the next country..." Applejack growled, "But Pinkie has a point. We gotta be sure!"

Twilight was admittedly at odds with herself. The Elements had never failed them before, but she never liked charging into a situation without knowing what was going on, and the stakes were incredibly high. She glanced around, trying to sort out her thoughts. As she did, her eyes came across a flash of white in the dark bog. She paused, using her magic to pick the item up out of the mud. She instantly dropped it again as the empty eye sockets of a jawless skull greeted her.

"Maybe we should get out of this muck before we do anything else?" Moonstone whispered, fruitlessly flapping her wings.

Twilight picked the wyvern up with her magic, placing her on her back as she and her friends extracted themselves from the muck and began walking back towards the carnival.

"So, what do we do now?" Rainbow Dash asked, flying upside down to keep herself occupied.

As Twilight tried to think of a plan to find out what the Carnival Cat was planning she heard the distant organ pick up in intensity and volume.

Come get to know me, my little pony!
Let's consummate our day!
Don't make a fuss, I'm one you can trust!
There's no need to turn away!

Moonstone's eyes widened in fear.

"The song! That's it! She keeps singing that song, and it's always a new verse when something new happens!"

"Ah'm no musician, but I'd say that sounds like she's getting to the end of it!" Applejack looked around at the rest of her friends, who nodded and muttered their agreement.

Twilight had her answer.

"Then time's not on our side! We need to use the elements now!" She waved her friends along with her hoof. "Come on, we've got to make it back before the song ends! For Ponyville!"

The seven of them all took off running back into the carnival, each readying themselves for whatever could happen next.

The entire carnival was even more alive, now, with booths and tents moving on their own, and doors to different attractions slamming open and shut on their own. Occasionally, Twilight could catch a glimpse inside one, spotting brief flashes of the freaks and monsters inside, twisted and malformed by the malevolent magic of the carnival. She prayed that the Elements could help them.

It was only a matter of minutes before they had arrived back at the main tent. The music was almost deafening at this point, but Cat's voice still somehow managed to rise above it all, singing her twisted tune.

There's nothing to fear!
Don't be so frightened!
Beauty cannot harm you!
Don't be so scared of my plans for two!
There's NOTHING I dare not do!

The girls rushed inside, finally seeing the massive organ for themselves, along with Cat and Pennington. She hopped down off the organ seat, running her tail under Pennington's chin as he sat, trancelike, staring at her with a lovestruck smile. She turned to Twilight and her friends, grinning as a black, tar-like substance pooled around her hooves, morphing into the shape of a pony behind her.

Twilight knew that this was their one chance to stop her. She began to reach down into her heart, drawing from the familiar place where her element dwelt within her. She could feel the Element of Magic connect with her, opening the channel of power. She began to reach out to the other elements, calling on them to help her.

Magic.

Laughter.

Honesty.

The air in the tent began to circle around them, picking up into a gale-force wind as Carnival Cat rooted herself to the ground. Her mismatched eyes began to glow from within, releasing a blue smoke that completely overtook her eye sockets and passed out into the breeze, filling the tent with its eerie light. She was readying an attack of her own, and not a peaceful one to simply remove them from the carnival again.

Loyalty.

Kindness.

Cat began to cackle with glee as the music of the organ came to a peak, drowning out even the sound of the hurricane around them.

Now you're mine, sweet babe, I'm not a witch!
Life alone just makes me sick!

Generosity.

Twilight's eyes opened, her body filled with the power of her friendship as the Elements of Harmony unleashed themselves on their opponent, crashing down on Cat like a tidal wave. The tent, the organ, and even the entire carnival disappeared from sight as the rainbow power of the elements filled the area, completely overwhelming Cat's spell. As the attack purified the area of its dark magic, Twilight could hear a new chorus of voices pick up the last verse.

Go away, you monster!
Leave us be in Ponyville!
Go away, you monster!
Taste the rainbow, PONY FOAL!

Somehow, Catherine's laughter had continued through the attack, managing one last maniacal cackle before finally fading away. As the light of the Elements of Harmony finally faded, Twilight and her friends found themselves standing in a huge clearing in the center of the forest. There was no sign of the carnival on the grounds, completely eradicated from the face of the earth. All that remained where Cat had stood was a single bat-shaped hair clip, sitting in the middle of a smoking crater. Looking around, Twilight finally spotted Pennington, unconscious on the ground. His appearance had returned to normal, with his blue coat and mane in utter disarray and the red coat replaced by his own saddlebags. Without even waiting for her friends to make a remark on the disappearance of the carnival, she rushed forward, dropping by his side.

"Okay, Pennington Inkwell... Time for one more miracle..." she whispered, placing her ear on his chest. Relief washed over her as she heard a heartbeat and breath moving in and out of his lungs. He was alive.

"PENN!" Moonstone leaped down off her back, wrapping her arms around Pennington's neck in a tight hug.

"Well, it looks like all's well that ends well!" Applejack smiled, placing a hoof on Twilight's shoulder.

Twilight nodded, taking a deep breath now that she could finally relax. The danger had passed, the threat to Ponyville had been eradicated, and everyone she cared about was safe and sound. It was finally over.

Looking over, she noticed a small box falling out of his saddlebag. Picking it up and opening it, she saw the earrings that he had gotten for her only a few short days ago. Their argument felt so stupid, now. Looking back down at the stallion, she smiled and quietly slipped them into her bag, leaning down and kissing his cheek. One thing had certainly held true through all of this: nopony was going to come between the two of them, no matter how powerful.

Pennington let out a low whistle, looking around at the massive clearing. The girls had told him that the entire fairground had disappeared, but he had underestimated just how large that had been. Knowing the Everfree forest, it would probably only be a matter of a few more weeks before the entire area was overgrown again, totally indistinguishable from the rest of the forest, but it was nice to see a peaceful area hollowed out by the elements, even if for a short time.

"See? Told you it was gone!" Moonstone chirped, hopping down off of his back.

"Okay, I believe you about that..." Pennington smirked. "But seriously? A giant red coat and bamboo cane? Talking like some kind of carny? Being all lovey-dovey with HER? You've got to be kidding!"

Moonstone shook her head.

"I'm telling you, every word of it's true!"

Pennington massaged his temple as he opened his saddlebag with his magic, retrieving his paper, quill, and ink.

"And I called myself-"

"Pennington... CARNIVALE!" Moonstone made a mockingly over-dramatic flourish, bowing at her waist before bursting out laughing.

Pennington sighed, taking another look around the area.

"Man, the Elements of Harmony really did a number on this place, huh?"

Moonstone nodded again, jumping back onto his back.

"So, why did we have to come back? I don't think the Carnival Cat even needs an entry in the beastiary, she's gone!" She made a poofing sound and exploded her claws outwards for effect.

"Still, just in case there are more things like her out there, I want to make sure all of my memories are as fresh as possible!" Pennington continued walking. He wasn't certain of what he was looking for, but he finally found a comfortable-looking patch of grass and sat himself down to begin documenting his experience. "I don't want anypony else to go through what I had to!"

Moonstone folded her arms across her chest, rolling her eyes. "Well, you're not wrong about that... Make sure you get an entry about the cockatrice and that sludge monster, while you're at it!"

"Got it..." Penn muttered around the quill in his mouth. Silence fell as he began his work, save for the scratching of the quill on paper. Moonstone was peaceful for a few seconds, then began tapping her foot anxiously. After a few more seconds, she began tapping her fingers against the back of Pennington's skull.

"... Am I boring you, Moon Moon?"

Moonstone suddenly became aware of her fidgeting, quickly stopping herself. "I'm... going to go scout out a camp for tonight!" Flapping her wings, she took to the air. "Try to stay out of trouble for an hour!"

Pennington rolled his eyes as his assistant flew away. He had to admit, Moonstone's bird's-eye view was definitely something he could get used to having with him on his adventures. Finally, silence fell as he set himself back to work, documenting his experience with the Carnival Cat. Just as he was about to truly lose himself in the work, something glittering caught the corner of his eye. Looking over, he caught a glimpse of a small red object. Using his magic to pick it up, he found that it was Catherine's hair pin, the pair of red bat wings she had always kept fastened to the back of her head.

As he stared at it, he felt a twinge of unbidden regret, and he could have sworn that he heard the sound of laughter and a far-off pipe organ. Blinking and shaking his head, he tossed the hair pin into his saddlebag. His only regret about all of this was not being able to remember anything after their wedding night for the sake of completing the entry...

Right?

Those repressed memories must be messing with my head...

He quickly fell back into the familiar rhythm of his writing, setting up the professional-looking format he had already used for other entries to organize the information. It was only a matter of seconds before he was completely absorbed in his work, the hair pin already a distant memory.