//------------------------------// // Unlikely Friends // Story: Carnival Cat Vs. Pennington Inkwell // by Pennington Inkwell //------------------------------// 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!"