//------------------------------// // Carnival of Disaster // Story: Carnival Cat Vs. Pennington Inkwell // by Pennington Inkwell //------------------------------// 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.