Carnival Cat Vs. Pennington Inkwell

by Pennington Inkwell

Haunting Secrets

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!'"

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.

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..."