"Yes!" Their poised guide turned about, smiling warmly. "At the top of this hill, you can see my park below. We're almost there now; quickly, my little pony friends. Look." She pranced ahead to the top of the hill and pulled away some leaves of a tall bush like the unveiling of a bride. "See? Do I jest? Certainly not concerning happiness for my guests."

The Cutie Mark Crusaders peered through the portal. The light dazzled them. There, far below them in a valley, fit like a glove, was the "Carnival of Cats."

"My home, and my park. A shining light of hope and good cheer in an otherwise dismal and dreary forest that promises naught but disdain and hopelessness. It is my hope that my home welcomes all ponies with an extended paw of friendship, and warms their hearts through and through; inspiring in them--no matter what else was there within that held them to sorrow and fear--to Laughter, Honesty, Kindness, Generosity, Loyalty; such is the Magic of my park." She lifted her head and let out a charming giggle, and then bounded ahead, stopping and waiting at every few bounds to eagerly beckon the three little fillies on with ostentatious waves of her decorated hooves. Her clear, golden eyes shone the nearer they came to the entrance.

The Cutie Mark Crusaders were all smiles, taking down the tall hill as fast as their little hooves would carry them without tumbling down the side. They had never been to an amusement park before!

"Maybe we can even find our special talents here!" Applebloom offered her usual encouragement with habitual enthusiasm.

It was with these same words that had always lead them to fun and discovery... though also disappointment and even some mischief. But it was always with wholehearted, honest enthusiasm they embarked on their crusades, in effort to find out who they really were; and even if it all had lead to dead ends in earning their cutie marks, they enjoyed every minute of it! Life was an adventure for them to explore.

It was with the cry of these same words that they had decided to have another slumber party at Fluttershy's cottage. They knew that on the following day, All Fool's Day, when everypony would be out pranking one another, they wouldn't see Fluttershy at all for her fear of being pranked. Applejack suggest to Applebloom, and Applebloom forwarded the suggestion to her friends, that, since Fluttershy wouldn't be leaving her cottage tomorrow, they should go over today and play with her and sleep over so she could at least have some fun and not feel so left out on a day everypony else was having the time of their lives, laughing. They couldn't agree more.

"What a wonderful idea!" Sweetie Belle beamed when Applebloom told them the idea at their Clubhouse after lunch.

"Fluttershy always feels so left out and alone on All Fool's Day, being a scaredy-cat and all," said Scootaloo, nudging Applebloom. "What better way to cheer her up than playing games and doing other fun stuff with her?"

"That's exactly what I thought when my big sis' told me! Fluttershy deserves to smile too--more than anypony! And besides, Fluttershy is loads of fun; and I've been lookin' for a reason to sleep over at her cottage again with y'all." Applebloom smiled as threw open her forelegs emphatically. She added, "And, who knows, maybe while we're there, one of us might find we are really good at something and earn our cutie mark!"

"Yeah!" Scootaloo jumped up excitedly and cut at the air with one hoof. Sweetie Belle cheered.

"I'm glad to hear you three so excited about this!" Applejack appeared, looking in at them from one of the windows. "So, y'all are in?"

"Alright then! I'm off to Fluttershy's to let her know. Scoots, Sweetie," Applejack threw them approving smiles, "why don't you let yer folks know about the sleep-over tonight and git yer things ready. Y'all can meet Applebloom back at our place in a couple of hours. Bic Mac can walk ya girls over," she added.

"But we can walk there by ourselves, Applejack. I told ya: we don't need big brother taggin' along, especially in the middle of the day," Applebloom pleaded, leaning against the window sill Applejack was at.

Applejack chuckled. "Haha! It'll be gettin' dark: he's still gunna walk ya." The Cutie Mark Crusaders all sighed, and she stepped from the window and down away from the clubhouse toward Fluttershy's.

The sun began its decent, and the shadows grew longer. As the light slowly grew dimmer, the colors seemed to brighten even as the shadows ever deepened.

A few hours before sunset began, Sweetie Belle and Scootaloo knocked at Applebloom's house. Granny Smith answered.

A particular feeling of joy entered their hearts walking up the stairs to their friend's room. Little particles, like magical dust, could be seen floating in the slanted light filtering in through the windows above them, as though they crossed through some ancient, mystical hall instead of scampering up some rustic, creaky wooden staircase.

"Applebloom! We're here!" Scootaloo called out and received no return. "Applebloom!"

"Sorry! C'mon in, I'm almost ready," Applebloom called back behind her room door.

Sweetie Belle and Scootaloo opened the door. A bucket of water fell in front of them with a pitiable clang and splash that hardly wet their hooves.

"Eeyup," Big Mac commented behind them. He tapped the ground with one hoof, made a motion with his head, and started walking, as if to say, "If y'all are ready, let's get goin'."

Applebloom, with head low, quietly backed her things and, kicking aside the bucket, walked out and closed her room door, joining Sweetie Belle and Scootaloo.

Sweetie Belle and Scootaloo remarked how she could never get them with such a lame prank. After a moment of stubborn sullenness, Applebloom gave way to laughing at the silly prank; Sweetie and Scoots quickly joined, nearly tripping on the stairs.

The three fillies, in great anticipation, talked at great length all the way to Fluttershy's cottage. Big Mac remained stoically silent, but, at some silly remark or two made by the fillies, he would chuckle unnoticed.

Big Mac knocked once at the cottage's front door. Fluttershy answered, pausing at Big Mac's form before, flying, she swooped down and gave each of the little fillies a loving hug. Returning to Big Mac, "Thanks for walking them over, Big Mac." She almost imperceptibly blushed. "I would of myself... um, but...well... Angel Bunny needed his bath real badly." His form glowed in the late-afternoon light.

Sweetie Belle spotted Angel inside the cottage and galloped right in. She seized him and started petting him. Applebloom and Scootaloo followed and also pet him, adoration painted across their faces.

"Well... uhh." Fluttershy flushed, but recovering quickly with the aid of impending urgency that felt too strongly like merciless rejection to Big Mac, slipped behind her door, leaving only her face visible, waved forcefully, and spat out, "I gotta take of things. Everything is covered and under control. Bye, now!" And she shut the door with a bang. Big Mac left.

"Um, girls," Fluttershy quietly called out. Almost by some magical force, they dropped Angel, who scampered off, and stood before her, ready to do whatever fun things it was she decided to do. Not without some surprise she continued, "So how would you girls like baking... um."

Caught up in the excitement of playfully arguing, Applebloom and Scootaloo were about to interject Sweetie Belle.

"Yes, pizza," Fluttershy said emphatically. "You haven't eaten supper yet, have you? I thought it would be fun to make some..."

"YEAH! Cutie Mark Crusaders Pizza Makers!" The girls, with their usual adventure cry, rushed into the kitchen, searching, more rummaging, for the necessary instruments and ingredients.

By and by, after playful messes and eating their own self-made pizzas, Fluttershy, as was usual for her, proposed an early bed time. After some resistance the Cutie Mark Crusaders submitted, but not before getting her to agree to wake up early to play games.

Fluttershy, exhausted from an abnormally long and strenuous day caring for her animals, slipped between her own covers in her bed right next to the same room in which the Cutie Mark Crusaders were up telling ghost stories in whispered tones.

"And then, when they least expected it, out of the darkness... the slender pony appeared!" Something touched Sweetie Belle's head. She spun around, face to face with the terrifying shadowy form of a slender pony. She screamed, and Scootaloo and the slender pony laughed.

Ere long, a few more stories told and some discussion about what they should do tomorrow and who they should prank, the sun setting and throwing the world into a deep violet, the Cutie Mark Crusaders drifted off to sleep.

A noise outside arouse them all from those strange moments when one is making the exchange of consciousness from awake into asleep. The faint, but peculiar sounds of a calliope and hypnotic singing graced their ears. Sweetie Belle was the first to hop out of bed and cross the room to open up the window. Below lay Fluttershy's backyard, hiding all sorts of sleeping animals; beyond that was a small field; and still further: the Everfree Forest.

"What is it, Sweetie?" Applebloom yawned, joining her in gazing out the window. "Sounds like it's coming from the EverFree Forest."

"Fluttershy will be fine, and there's no need to worry, look!" Applebloom motioned to the still faintly lit sky. "It's still somewhat light out. It'll be okay. We'll mozy on over there, check out what's goin' on, and come right on back before it gets too dark."

They each had brought along their Crusader capes for just such an occasion. Putting them on, they silently slipped out the backdoor. Their capes caressed them gently in the breeze. The moon that had watched over them during the day, side-by-side with the sun, waned in a thin crescent like a smile, setting over Fluttershy's cottage behind them against a canvas of deep blues and faint reds. Purple clouds streaked across the sky; close bonds growing between them, they are growing thinker and blacker. Stars are waking, poking their eyes through the veil.

Sweetie Belle hesitated. Applebloom and Scootaloo pushed her on; by the time they crossed the yard and neared the gate, the music had picked up, and Sweetie Belle was walking betwixt her friends without persuasion. They opened the gate and walked through and out into the fields with some trepidation, but excitement rose, hushing any words of warning. At the edge of the forest they could pick out words of the light, bouncing, and catchy song, sung by a mare with an exceptionally soothing voice, weaving through the trees.

Welcome my dear little pony friends
Come and stay with me...

The music played loudly, but the singing became muffled. The singer must have turned a corner, facing away, else the trees impeded her voice.

To their own surprise, they walked brisking into the forest. The music tickled their ears and soothed their hearts that they went right in calm and eager. The song was so beautiful. They all were smiling.They followed a path in deeper, and more lyrics of the song they could make out floated up.

There is so much to see, you will not believe
the... sprites I had last week.

"Oooh! Is she talking about faries?" Sweetie Belle jumped up and laid her forehooves on Applebloom, nearly shaking her emphatically. "I've never seen a fairy before!" She ejaculated before rushing ahead down the path, her friends close behind.

The mare's singing became ever sweeter; the Cutie Mark Crusaders could almost feel her words penetrating their hearts and minds comfortably, even when they could not clearly make them out.

Wander now inside...
...
Say what makes you happy, say that "Da Magick's" here.

The music became louder and clearer the further they pushed on. "We're getting closer!"

Do not be afraid, 'cause I am not one to fear
for This is the place where I control all you see,
But I want more, so come pretty please with
Me!

Suddenly somepony's back appeared before them in the middle of the path. In the approaching darkness she glowed. Her head held confidently high, her form tall and lithe, she stood like a ballet dancer, perfectly poised and punctilious. She smoothly spun round.

The Cat of Carnival design!
Fillies...

She stopped mid-line, frozen, balancing on one hind hoof as easily as on all four. Had she been expecting them? From the surprise on her face it appeared not to be so. But the initial shock all but vanishing became replaced by a beautiful smile as glowing as her form and as merry as her song. A small lantern hung above her.

Fillies get in line!
It's nearly time!

The music of the calliope hushed and stopped; the pony stepped back on to all fours, beaming. The Cutie Mark Crusaders looked questionably not only by the awkwardness of the last line but not the least at the pony herself. Her coat was a black-ish yellow; her lead-white mane and tail held a few strokes of bone-black. Her cheery, clear eyes shone, a placid pool of black surround by a bright ring of gold on a calming plain of white drew the fillies in; her clean, charming smile warmed their hearts. Stark blood-red bat ears with folds of yellow on her head, a pointed sleeved white dress delineated red, accented on some edges with gold lace; on her hooves she wore spiked black bracelets. Indeed she had dressed for a festive occasion!

"You're not a cat: you're a pony!" Sweetie Belle broke the brief moment of silence.

"What?" The pony took great offence; her face betrayed restrained worry. "I am not a pony! Just look a these ears: they are definitely feline--"

The pony shrunk back, clearly applauded at what she heard; her own knowledge of herself being questioned was not something she could tolerate, nor hardly allow to conceive.

These fillies are certainly persistent and too curious for their own good. "Because, if we do, I won't let you in to the one and only Everfree Amusement Park: The Carnival of Cats!"

"Oh, now it makes sense why she calls herself a..." Scootaloo was cut short by a sharp glare from the pony.

"I am a cat. Perhaps you three young princesses, still young and exploring the world, have yet to come across one such as myself: I am a cat of the Everfree Forest: most definitely feline!" She stalked around them, swishing her tail. For all the world, she did appear very cat-like in her motions.

There stood another pony with her that they hadn't noticed before. Behind where the pony had stood in their path was a unicorn mare with a black coat and neon-blue mane and tail. In her magic she held a small calliope and on her back sat a saddle with a long pole reaching up with the lantern on the end.

"I am Carnival Cat!" She announced, back in front of them, throwing a hoof in the air. "The designer and owner of the Carnival of Cats! And this," she stepped aside, allowing the other pony to step forward, "is my best musician, Sapphire." Sapphire silently bowed. Giving Sapphire a knowing smile, she made a motion with her head. Sapphire took the lantern down in her field of magic, placed it near by her ring-leader's hooves, and walked away deeper into the forest until she vanished into the darkness.

The three fillies looked up at the patches of sky through the thick foliage of the trees. It was already darker than they had thought, a feat hastened by the thick clouds.

Sweetie Belle expressed her concern: "I don't know if we should, girls. The Everfree Forest is very dangerous at night." But she betrayed no desire either in her voice or motions of having any intention of going back. The idea of playing at a amusement park at night, with all the pretty lights creating unique and oh-so-wonderful effects, was too tantalizing.

"You can bring us back before too late, righ'? If we stay too long we'll be in trouble. And then we won't be allowed to come back."

"Oh, of course! No more than an hour, right? Then it's off back home and to bed before anypony knows. You'll have your fun, go to sleep with the biggest smiles on your face, and wake up just the same, and nopony the wiser. What's life without adventure?"

How could they not trust a pony... er,cat, so kind and beautiful? Besides, she wasn't the only pony they knew who lived in the Everfree Forest. If something was really bad in the Everfree Forest, it was always easy to tell: those things were scary and ugly anyway; all the good things were always kind and pretty, like Zecora or the Zap Apples. This they knew by experience. True beauty could not harm them.

"Uhh. Um. Miss Cat," Scootaloo whimpered, a little anxious not knowing in what direction they were walking through the forest, and afraid they might get lost or attacked. Carnival Cat stopped, set down the lantern which she held in her mouth, and knelt down next to her. "I'm... Why haven't we heard of this carnival before?"

"Why," she stood up and said with a twinkle in her eyes, "I've lived here for quite some time, but my park has only just been finished and is now ready for guests! I was out here tonight practicing my song for when I head out into Ponyville tomorrow and tell ponies about it."

"Yes! What better way to spend your Fool's Day then at an amusement park where games and jokes abound?" Seeing the fillies satisfied with this answer, she added, "And you three now have the special privilege of being my first guests! I'm so excited!" She giggled and squealed. Unable to contain her excitement, she started back down the path with a skip. She tripped on an exposed root and fell over. Recovering, she encouraged the fillies on with a jocular laugh and return for the lantern.

They didn't walk for very long before the path began to rise on an incline. The woods pressed in thicker.the pine trees rose higher and the bushes and other low plants grew thicker, their dark shadows comfortably grave. The golden light held by their golden-eyed guide hardly cast its light further than either side of the road, so it was that only the road existed in a vast emptiness.

The three fillies, now far from nervous, the more so helped by Carnival Cat's good humor and playfulness, saw that darkness as like a curtain waiting to unveil something magnificent. The anticipation was terrible. They talked about what kind of rides and sights they might see; their conversation eventually fell on Carnival Cat.

Just then Carnival Cat unveiled what they had so anxiously waited for. They were struck with awe. The Amusement Park was much bigger than they had imagined. Looking down on it from atop the hill they could make out all sorts of rides and buildings, from roller coasters and scenic rides, to fun houses and water rides and shops.

"Careful now girls!" Carnival Cat called after them, tagging behind, paying extra care to light their way so they would not trip and fall down.

The Cutie Mark Crusaders followed after Carnival Cat down the hill, weaving through the trees. At the bottom was a small clearing, sequestered in tall, close together, dark cypresses. Antique-looking, picturesque lanterns hung at intervals out from the tops of the cypresses. At one end, clearly the entrance, stood an imposing giant head stone, masked in darkness, the bright lights of the carnival within obscuring its leeward side.

Carnival Cat, on a small circular stage, bright lights round the bottom, stood atop, fore hooves balanced on a walking stick topped with a gold ball.

"Welcome, my dear little pony friends!" She sung. "Welcome to the Everfree Amusement park! Come with me! Fun and games await within! Look, there is a ticket booth." She spun the stick round and pointed it at a yellow and blue tent to one side. "Feed it quickly please, your gold bits are what it eats!" She added playfully. The Cutie Mark Crusaders trotted up to it and each put in one bit. Carnival Cat smiled and took steps, stick in hoof, gave a little twist, and danced off the stage. With a great flourish she thrust the stick into a small hole. Lights along the headstone revealed it to not be one at all, but giant wooden double-doors with blacked steel and gilded letters that read "The Everfree Amusement Park: The Carnival of Cats! Welcome!" The doors opened wide onto a fresh brick road. The Cutie Mark Crusaders could already see many of the rides and attractions, crowed together and peaking over each other to get a good look at the fillies who will play with them until the end.

Having overheard each of the fillies names in the conversation they had had behind her back, she greeted them each by name as they entered, suggesting a ride for each of them with knowledge of the effect this intimate,personalized greeting would have on each of them.

"Scootaloo, I think you will find the roller coaster, 'The Dragon,' much to your taste." Carnival Cat gave her a tender hug and let Scootaloo dash off with a big grin on her face.

"Sweetie Belle." Sweetie Belle was jumping with excitement. "There is a shop just here with a karaoke box inside." Sweetie Belle needed no more convincing to rush of giggling and squealing with glee.

"Applebloom." Applebloom gazed up at Carnival Cat with foal-like wonder. She was the last to enter, and was sure Carnival Cat would have something special to share with her. Carnival Cat knew what Applebloom was expecting, and played perfectly to give her what she wanted. Carnival Cat knelt beside her, wrapped one hoof over her head that gently stroked the filly's mane, and, pointing with her free hoof ambiguously into the park, said, "There is one special ride I feel only somepony like you could appreciate, Applebloom. It is a ride in which you can design it yourself." In answer to the perplexed look she gave her, Carnival Cat simply explained, "There are very friendly unicorns from Canterlot skilled in manifesting objects." Carnival Cat stuck out her tongue and made a face that made Applebloom laugh. Applebloom ran off as soon as Carnival Cat lifted her hoof off her.

All was just as expected. All was in order so well. Even if she played her part too cliched, the fillies wouldn't know--indeed, that's just what the fillies expected and wanted. And Carnival Cat knew that if she wanted to entertain them, she would have to play their games and expectations exactly, no matter how silly or false. Her lies had to be better than the ones they tell themselves and be all the more sweeter. She had to enforce everything as truth and beautiful--a world of permanent entertainment.

The Genial Carnival Cat

by HeartTortoisePigeonDog

Catherine, The Genial Misanthrope