Noteworthy and his two best friends Caramel and Lucky enjoy magic, just like any other normal pony. One day, they watch one of Twilight's spells a little too closely and find themselves drastically changed by the experience. Now they have to travel to Cloudsdale and find Twilight Sparkle to change them back.
How will they cope with their new appendages? What will Caramel's fillyfriend say? Will Noteworthy ever get the courage to talk to Pinkie Pie? Will Lucky be stuck with the same ridiculous friends forever? Why is Twilight in Cloudsdale? All this and more in the first of a series of stories centering around the author's favorite, Noteworthy, That Blue Pony.