Twilight the clown

by TechnoPagan9

First published 21st of October, 2015

When the circus comes to town, Twilight decides to see the show but a certain magician has other ideas

Twilight just wanted to blow off some steam and enjoy the circus. Watching the acrobats, clowns and magicians do what they do best and that is entertaining the crowd. However what happens when Twilight becomes one of these goofballs by one such magician.

Based on TF-circus comic strips and heres a link to another story based on them by MaskedPony called Nation of Clowns: http://www.fimfiction.net/story/296661/nation-of-clowns

The circus is in town

It was a bright sunny day in the land of Equestria, the warm light of a sun reflected off the shining crystals of the Friendship Rainbow Castle, leaving behind a harmonious glow for all to see. 5 of the Mane 6 were socializing in the central hub of the castle while Pinkie Pie was coming back in from shopping in Sugarcube Corner with bag full of sugary treats as well some muffins from mailmare Derpy. Pinkie approached the others and said:

"Hey girls, have you heard that the circus is in Ponyville" she said with pure excitement. She bounced around the castle, knocking down some items in a hyperactive rampage much to the annoyance of the others.

Fluttershy flinched at the mention of the circus and said "The circus....eek I am scared of clowns, they look too scary" to which she hid under one of Rainbow Dash's wings.

"Fluttershy, you do know clowns are not there to hurt you, just make you laugh and besides it is the acrobats that are the real entertainment in any circus" Rainbow Dash said while pretending to perform tricks on an imaginary tightrope.

Twilight who had been listening was almost done with finishing some work she was doing for Princess Celestia. She had been working on it all week and after about five more minutes, Twilight had finished the documents and given to Spike to be given to Celestia. After sending the documents away in his green flame, Spike noticed Twilight was mentally exhausted from all that work even though she was normally used to work that was very complicated.

"Gee Twilight, you look tired, you should take a break" Spike said

"I will Spike, I have decided to go to the circus, are any of you coming with me?" Asked Twilight

“You can go along without me darling because I have an important order that needs to be sorted out as soon as possible” said Rarity who was eager to get it all done.

Applejack said “I should really get some more apples bucked as well as help Big Mac repair the roof of the barn since the old thing isn’t able to shelter very much”.

Rarity along with Applejack headed back home to finish off their work but will meet Twilight at the circus while Rainbow Dash and Spike were going to stay behind in order to try to convince Fluttershy to come along to the circus. Pinkie in her wisdom decided to go back the Sugarcube Corner and get even more treats for the circus. Twilight tidied her books away and set off for the circus which wasn't very far. Twilight saw the huge tent, it was a typical circus tent with the red white strips covering the entire exterior and likely the interior. She found that she was about an hour early as the circus was to start at 2pm but the clock tower in Ponyville said 1pm.

"I wish I brought a book with me to pass the time" she said out loud to which she heard someone else talking behind the tent.

"Is someone there" the voice of a mare said, Twilight jumped before saying hello to the voice. The tent opened, revealing a pale green unicorn mare.

"Hello, Princess Twilight, I welcome you to the circus". The mare bowed, she had a light green and purple mane, dark green fur and light green eyes. She was also wearing a black cloak with many stars and dots patterns on it. She also had four bracelets around her front left leg as well as a star with a ruby in its center holding the cloak together.

Twilight replied "Thank you, what is your name"

"Magic, Magic Star the magician, please do come in, there is no need for you to stand out here" Magic said holding the tent open for Twilight to enter. Again the tent was like a typical circus tent, there were stands for the audience and a stage in the center as well as equipment such as juggling balls, hoop, unicycles, tightropes, top hats, wands, a bunny or two and of course chainsaws, lots of them. There were also areas where costumes and unused props were stored.

"Where are the performers, this seems rather empty for a circus" Twilight asked.

"They are getting ready for the show, the dressing rooms are behind the stage." Magic replied, pointing towards the stage and using her magic to lift the curtain behind it, reveling a large row of what look like small houses. They were all custom colored, likely representing the owner of that. Twilight noticed that each door had a circle shaped plaque made of what looked like gold and all had names and occupations the residents on them. The exterior of Magic's house was decorated with the style of her cloak and the door nob resembling her star brooch but what caught Twilight's eye the most was that the majority of houses seemed to be inhabited by clowns, often indicated by the names like Clown Stripe and Silly Filly.

Twilight frowned and said "You sure do have a lot of clowns working in the circus"

Magic merely laughed and replied "Why of course, this is a circus and what is a circus without its clowns"

Twilight shrug, hiding her annoyance at getting laughed at asked "Who is running the circus"

Magic who had recovered from her laughter replied "My friend runs this circus as its ringmaster. Her name is Sasha and she lives her home is there". Magic pointed to the odd one out of the small houses which was due to it looking more like a small version of the circus tent than a house. It has a door with an image of a clown but Twilight couldn't tell what creature it was although she assumed it was an image of Sasha.

"Although Sasha is the ringmaster, she prefers being a clown and I will admit that she is a little obsessed with them, heck if it wasn't for me she would likely have only hired clowns. She won't even be something else for nightmare Night unless forced to much to the annoyance of her personal maid". Magic said in an amused tone.

Twilight wondered a second and asked "Are you going to hire any more clowns in the future even though you already have so many." Magic ignored the question as an inquisitive expression formed on her face.

"Have you ever had done clowning before?" She asked

"Well I have dressed as one but never acted as one. Why did you ask" Twilight said with curiosity as to why the magician asked the question

"O just wondering. It would be funny to see you or the princesses as clowns." Magic smiled.

"But I would never be a good clown so if you think I am joining, I'm not" Twilight said. Magic grinned as her horn glowed and a round small object appeared.

"I don't take no for an answer, this nose will convince you to join" Magic said, her grin growing wider as she placed the nose on Twilight's snout causing her body to tingle.

"Why do I feel strange" Twilight said as she tried to pull the nose off which turned from red to light blue.

"You will see soon a magic trick you don't know princess" Magic replied in an amused tone. Twilight's vision suddenly turned to her old oak tree house/library.

"Wait, this can't be real. The library was destroyed during Trek's attack" Twilight thought. While this happened, her mane grew a little longer and curled up which was tightly held together by a pink and light blue bow. Her mane along with her tail turned blue with red and pink streaks. She noticed a hoof mirror in the middle of the room which she picked up and saw her reflection. Her reaction was pure shock as she saw her goofy manestyle that she almost dropped the mirror.

"What magic is this, what happened to my ma.....o this is perfect for my debut" Twilight shouted as she started to feel dizzy and her head hurt. She felt giggly inside as she started looking through the books in the library which she quickly realized were not organized in alphabetical order.

"Come on, where are the spell books!" She said desperately as a golden collar with a star that had a blue gem in it formed around Twilight's neck. She noticed and tried to take both the nose and the collar off but to no avail.

"Why don't you come off, I am no....I make such a good dress up doll, I should model more for Glimmer....no I didn't want to say that" She said, losing herself more to the transformation. She thought screw it and grabbed some random books and started looking through them.

"No, I need a book on curing this magic not joke books" Twilight said as she hit the table in frustration before she continued "Yes that is the book I was looking for '1000 jokes, clown tricks and acts of stupidity for idiots by Ponylicacco'" Which Twilight started reading. A pink and blue dress with rainbow streaks formed over her body, covering her cutie mark and tail which she failed to notice as she continued reading the goofy book.

"Why did the horse cross the road, because somebody shouted hay ha ha ha....No snap out of it" Twilight said as she slapped her face while blue shoes formed around her hoofs. She took the mirror and pushed a button on the back causing it to turn into a full body mirror and grew wide eyed at her appearance.

"Almost done but it needs something.....ow, just please stop" Twilight begged as she struggled to focus. She stamped her hoofs on the floor an a familiar green book fell to the ground. She ran to grab it and looked at the cover to see a familiar image of a plant which she hugged with joy.

"You will help me won't you, I don't judge books by their covers because of you" Twilight said to the book as she opened it. She found recipes for potions she already knew as well as herbal remedies such as poison joke cures but as read on she found remedies and potions that she didn't remember being there (and she has read the book 5 times) such as a potion that uses poison joke that seems to cause ponies to turn white with green and red lips as well as the affected pony to show off a menacing grin. Twilight shook her head as she found a page detailing a spell called 'Clownvanish' as well as an innocent grinning flower at the bottom of the page.

"Ok I hope this works" She thought as her horn glowed pink and she fired at the ceiling which opened at hole. Some magic blasted out of the hole and hit Twilight, preventing her from moving.

"Wait the instructi..." Twilight said before being cut off by maniacal laughter from the flower in the book. It called her an idiot and disappeared as two pink coated blush brushes floated out and painted her cheeks.

"Yes that is what I ne...No STOP" Twilight said weakly as she struggled to break out. A few seconds later, the brushes went back into the hole which sealed up. Twilight looked in the mirror to see her coloured cheeks but was unable to say anything as she held Her head. Her mind too numb to think. She closed her eyes and after minute, she smiled as she opened them again revealing that her purple pupils had vanished and had become completely pink and her eyelashes expanded then curled up. Her cutie mark though not visible due to the dress had gone from a star to a smiling clown face.

"Yes this is perfect" the brainwashed Twilight said as she posed to the mirror. She summoned a clock and realized she was late for her performance.

"Whoops how silly of me, I can't be tardy" She said as she ran to the front door and opened it causing her vision to turn back to normal. Magic grinned at the clownified princess.

"I think you will make a fine addition to our little 'family' so are you ready for your new life in the circus.....Twinkle Sprinkle"

"Yes silly, when does performance start?" Twilight Sparkle, now Twinkle Sprinkle replied with a giggle.

"In due time dear, but we better go to the ringmaster first" Magic said while leading Twinkle to the ringmaster's tent house. Magic knocked on the door. The door opened and out came what looked like a clown human who had rubbery white skin, a bright red nose, long blue with a rainbow bow tied to it, blue eyes and blushed cheeks. She was wearing a red shirt with a rainbow bow tie, a pink collar and buttons, a pink and purple skirt, striped purple leggings/socks and blue shoes.

"Sasha, I have a new one for you, she is called Twinkle Sprinkle and is very good at magic. She is also a princess of this land" Magic said

Sasha smile and gleefully said "She will make a fine addition to the circus indeed"

Author's Notes:

This is a my first attempt at a story and is a gift for a friend on Deviantart who had made the image I am using part of as a cover. Criticism is appreciated ty and I hope the changes in the dialog between Magic and Twilight as well as the transformation were an improvement

Twilight's clown TF comic strip:http://tf-circus.deviantart.com/art/TF-Circus-Equestria-Twilight-Sprinkle-533518117

Welcome to the show

It was 20 minutes until the show was to start and Magic decided to introduce Sprinkle to the rest of the performers. They all met behind the stage curtain, just in front of the performer houses but Sprinkle noticed there were only 4 clowns at the introduction.

"Hey, where are all the other silly goofballs and also why am I the odd ball out with the blue nose while these lot have red noses" Sprinkle said in confusion and excitement.

Magic turned to her and said "The others are recovering from an incident involving dynamite juggling so you will meet them later and to answer your second question, well I felt blue suited you as it matches your mane.

Sprinkle blushed at the comment and with those questions answered Magic turned her head back towards the other 4 clowns.

"Everyone welcome our newest member of our little family, Twinkle Sprinkle" Magic said using her front left hoove to present her.

Everyone exchanges welcomes to Sprinkle who giggles at her new friends, The first clown to introduce herself was a white pegasus named Clown Stripe who was wearing a blue-jump suit with some small red streaks. She had bright yellow eyes, lightly blushed cheeks much like Sprinkles own except redder and both her tail and mane were half blue and half white and the style made it look like she had shiny balloons for a mane and tail.

"Hello Sprinkle, please to meet you" Stripe said while extending her hoove to be shook. Sprinkle proceeded to shake it.

"Nice to meet y-WAAAAA" Sprinkle jumped off the ground from shock, falling on her flank with a thump. Stripe laughed her heart out, showing Sprinkle an electrical buzzer on her hoove.

"I got you good, you should try it as it will always cause a barrel of laughs" Stripe said still laughing

Sprinkle got up, giving off a small giggle and her horn glowing.

"O Well you like a barrel of laughs then how about this trick" Sprinkle summoned a couple of barrels around Stripe, each one emitting sounds laughing in a different voices. Stripe was amused at this unexpected joke, having never seen this happen before.

"Wow you are good at this, I can't wait to see what you can do on stage" Stripe said

"Well I hope to see more of your antics on stage Clown Stripe" said Sprinkle gleefully before turning to a small filly.

The filly in question had bright blue eyes and was wearing a blue with a white collar and a red tie. She had a blond mane and tail with her cheeks blushed pink and had a visible cutie mark which was a red clown nose and white eyes. She greeted Sprinkle with a smile, bouncing one a pogo stick.

"Hello little one, whats is your name and how did you join the circus" Sprinkle asked with a smile

Still bouncing on the pogo stick, the filly energetically replied "My name is Silly Filly or if you want you can call me Clown Filly, I didn't have my cutie mark before I became part of the circus but Magic helped me and my mark appeared and now I perform all the time, laughing all the way and making others laugh and meeting new people and....

She went on for a bit, making less sense as time went on. Sprinkle finds this entertaining as it reminds her of another pony she knows who was known to make energetic rambles from time to time. Filly only stopped when two white mares told her that Sprinkle got the idea and introduced themselves.

"Hello my name is Caty" one of the mares said. She was wearing a bow tie much like the famous cellist Octavia except it has a yellow collar instead of white and she had a light red mane and tail. Caty's mane covered her left eye, her right eye was light blue while her cheeks had dark red blush on them. Her mane was curled at the back and she was wearing a cone hat which had black outline of stars on the golden colored center. The rim at the bottom of the hat was purple while the orb at the top was pink.

"And I am Loopy, pleased to meet you" said the other mare. Unlike the others, Loopy had no costume or accessories on her body other than the clown nose and also lacked make-up. She had very light blue eyes and her mane and tail were dark purple with red and orange streaks. She also kept squeaking her nose which kept making different noises but mostly made the sound of a typical clown horn

"Nice to meet you both" Sprinkle said before curiosity showed on her face and asked "do all noses do that, make random noises when honked"

"Yes they do, give yours a try" said Caty who honked her own noise, making the should of a trumpet. Sprinkle proceeded to press her nose with her hoove, letting out a loud squeak. Twilight giggled and continued to honk her nose until her giggling stopped. Magic who had been watching the whole time told the 5 clowns to get ready as it is showtime. Magic ran to the tent's entrance to greet the audience while the clowns quickly got the props and positions ready.

Meanwhile, outside the tent was a larger group of ponies waiting to be let in to see the show. This included the Mane 5 and Spike who were wondering where Twilight was.

"Didn't Twilight say she was going to meet us here, you would think that being an alicorn would make her stand out" said Rarity while looking through the crowd.

"She will be fine Rarity, she is likely already inside the tent and found a seat" Dash said, trying to reassure Rarity.

"Oooo maybe she was so excited that she decided joined the clowns and have some fun" Pinkie joked while bouncing with joy as per usual.

"Ah doubt it, she only really wanted to relax and ah don't think clowning is relaxing to do" Applejack chuckled to Pinkie's joke.

The whole crowd entered the tent while being greeted by the magician Magic and chose their seats. Spike found some space for the 6 and after taking their seats, they still found no sign of Twilight.

"I don't see her anywhere among the audience, where can she be" Spike said in a concerned tone. He looked at the Mane 5 who were just as concerned as he was. Rainbow Dash tried to reassure everyone by saying that Twilight may be doing some business and is running late but the others were not so sure about that. Just then, the ringmaster Sasha came through the stage curtain and welcoming the audience.

"Welcome everyone to the circus, today's show shall be performed by the magician Magic and 5 of our clowns. It will be filled with laughter, mystery and merriment" Sasha said in excitement. Fluttershy seemed taken aback by Sasha's appearance but it wasn't so much about her being a clown as much as it was her race which Fluttershy had never seen before. Rarity noticed Fluttershy's discomfort and asked what is wrong.

"That creature is too frighting, I have never seen it before. Do any of you know what it is" Fluttershy said in fear. The others simply nodded no while Pinkie said

"It looks friendly, its still clown so it intends to have fun like any other clown silly-shy". Fluttershy just gave a annoyed stare at the nickname. Magic teleported on the stage and began announcing the 5 clowns.

"Meet Clown Stripe, the laughter of the sky who can juggle and shape the very clouds of this land, sometimes with wet or shocking result". Stripe flew through the curtain and into a small opening in the tents roof. She brought some white, grey and black clouds down with her and started juggling them while using the wind from he wings to spin them around and trigger rain and lighting. She gets shocked often but the suit she wears protects her from injury. The crowd were both amazed by the designs Stripe had shaped and laughed at the amount of times she got shocked.

"Meet our youngest, Clown Filly who's bubbly nature and her pies throwing will leave a mess and yet you will laugh". Filly came through the curtain, holding a large sack of pies and began throwing them at the crowd. One hit Spike in the face causing some of blueberry to end up on Rarity.

"O how uncouth, somepony should teach that filly not to throw pies at the crowd". Rarity said while trying to get the blueberry out of her fur. Spike on the other hand simple laughed and licked all of the pie off his face.

"Meet Caty and Loopy, our amusing duo who's acrobatic stunts into bending reality will leave you laughing all the way". Caty pulled a shallow pool from behind the stage and dragged it to the center of the tent. Loopy took out a cannon which surprised Pinkie as the cannon was the same size as her party cannon and she thought she was the only one able to hide a large object in her fur. Loopy climbed into the cannon while Caty took off her hat and pushed the orb at the top which caused the opening to lit up. She turned the hat turned torch over so the fire was on top and lit the cannon's fuse causing it to fire Loopy into the pool which somehow became deeper than it looks. The crowd was amused and surprised but none were more surprised than Pinkie.

Pinkie joyfully said "If only Cheese Sandwich was here, we could rival this duo".

"And last but not least, our newest member Twinkle Sprinkle who's magic tricks and her skills in juggling and uni-cycling will leave you breathless". Sprinkle teleported onto the tightrope platform and summoned a unicycle. She proceeded to pedal towards the rope and started juggling colorful balls. She used her wings to keep her balance as well as perform flips with her unicycle and used magic to create bright colorful orbs that emits magic that influences others into laughing.

"Shes good at this, I wish Twilight could do magic like this" Pinkie said while observing the laughing audience.

"And you would use it a lot wouldn't you if you a unicorn" Rarity said with a smile

Pinkie just shrugged. The Mane 5 and Spike didn't realize who Sprinkle really was and were still trying to look for her. After the show, they left the tent and searched Ponyville but the only response they all got was that she was witnessed going to the circus tent. After 2 hours of searching they decided to continue the search tomorrow. Meanwhile back at the circus, Sprinkle was congratulated on her first show.

"Your performance was great, your skill with magic will help it in future" said Sasha

"Indeed, you were a good choice for a clown" said Magic with a smile who was thinking back to the transformation and how much she enjoyed witnessing it.

Sprinkle simply giggled and was told that a small house had been made for her and was show where it was. The exterior resembled the design of her dress and like the others, it had a plaque with her name on it. The interior was cotton candy blue and contained a table and mirror, a bathroom, kitchen area, library, a training area for her performances, a wardrobe and a large bed. It was getting late so Sprinkle removed her clothes and placed them in the wardrobe before going into the bed to rest.

Author's Notes:

Well this is an intro to some of the other characters in the circus.

I have noticed some comments mention that they were going to attempt to make a story based on the TF-circus before I attempted this but I beat them to it. My reply to this is don't let me stop you, go through with the attempt as it is always interesting (at least for me) to see more than one version of a story from different writers.

By the way for those who want a image of Magic and the 4 clowns mentioned in this chapter here is a link: http://tf-circus.deviantart.com/art/New-Additions-to-the-Circus-Family-456523199?ga_submit_new=10%253A1445517981&ga_type=edit&ga_changes=1
Also here an image of Sasha Smiles: http://tf-circus.deviantart.com/art/Sasha-Smiles-536364000

Curiosity may lead to Skittles

It had been 2 days since the show, none of the Mane 5 have managed to find out where Twilight is. Rainbow Dash had just come back to her home after searching in Cloudsdale and had no luck finding Twilight. There were no clues as why she wasn't in the audience that day or why she hadn't sent a message to any of them. Rainbow Dash was thinking about putting up some missing pony posters when she remember that the performers occasionally come into Ponyville to buy some supplies but for some reason they are never out of their costumes.

"Maybe if I wait for a bit I may catch one of them in the town again and follow them. Maybe they know something about Twilight's disappearance" Rainbow Dash said to herself while looking over Ponyville. She flew towards the marketplace and waited for about 4 minutes before notices one of the clowns. Dash recognized her as 'the newest one", Twinkle Sprinkle who seemed to be buying some bolts for her unicycle. Dash observed as after getting the bolts, Sprinkle horn glowed blue and cast a spell on the cash register when the sales pony wasn't looking which caused it to grow legs and started running away from the stall. As the sales pony started to run after it, Sprinkle gave a giggle and squeezed her nose letting out a squeak.

"That never gets old" said Sprinkle who proceeded to walk in the direction of the the circus tent.

"Ok there she is, I should follow her back" Dash said in her head and followed her to the circus. Sprinkle walked to the back of the tent with Dash still on her tail and pushed the center of the tent. It opened like a house door much to Dash's surprise who was hiding on a nearby cloud and after waiting for Sprinkle to enter the door and for it to shut, proceeded to examine the door spot. Dash tried open the door through many means such as pulling open the bottom, pushing it and ramming into it. It didn't seem possible to open and Dash sighed.

"I can't use the main entrance, I will get caught so maybe I could wait for somepony to leave" Dash thought. As she was about to hide back on the cloud, the door opened and Dash took the opportunity to enter. Dash saw some very small houses, each oddly coloured such as one that was black with many stars and one that was painted like Sprinkle's dress. Dash looked around some more, noticing a unicycle that looked like it was in a state of repair.

"If that Sprinkle was repairing it then why has she just left it there" Dash said in her head completely unaware that Sprinkle watching her through an cloaking spell. She grinned and whispered to herself "Yes you followed me in" and alerted Sasha through telepathy of the new rainbow maned 'applicant' who 'will be joining the circus'. Sasha left her tent and noticed Rainbow Dash looking through the props and walked towards her.

"Hey what are you doing here?" Sasha said, pretending to have no idea.

Dash jumped at her voice, she remembered that this was the ringmaster so if anyone knew where her friend was it would be this strange creature.

"Where is Twilight, she came to the circus 2 days ago but I didn't see her and she hasn't come back" Dash demanded. Sasha smiled and replied "I saw you in the crowd so you must have seen her performance. Your rainbow mane is unmistakable". Dash was taken aback by this, Twilight wasn't a clown and she only wanted to see the show, not be part of it....or did she.

"What, my friend didn't want to join, what have you done with her". Dash said in an annoyed tone. Sasha signaled Sprinkle to come to her side.

"She is right here you silly mare" Sasha said as Sprinkle deactivated the cloaking spell. Dash who was shocked at her sudden appearance.

"Hello Dashie, here I am" said Sprinkle with a smile. Dash didn't believe what she was seeing, was this really Twilight she was looking at.

"No,no,no this isn't Twilight at all, she looks nothing like her besides the fur coat and doesn't do this because eggheads read at books not juggle them." Dash said.

Sprinkle just giggled and replied 'I prefer Twinkle Sprinkle now, my old name was boring and so was my look. I looked like a boring, smart egghead who's only joke was putting ponies to sleep with silly information that no one understands". Sprinkle continued with "besides doesn't this makeover suit me better than anything that marshmallow could ever come up with, heck maybe she should get some inspiration from here don't you think".

"Twilight you must have been brainwashed, you would have never accepted this". Dash said having accepted that this is indeed Twilight. She turned to Sasha.

"You, undo this and let Twilight go or I will fight you" Dash Threatened. Sasha and Sprinkle just laughed at her threat before Sprinkle spoke up.

"Dashie, I led you here because I want you to join, I want everypony to join. Its logical because your mane makes you look like a natural clown." Sprinkle said with a grin and giggle causing Dash to blush with embarrassment and feel insulted by the comment.

"Stop mocking me". Dash said while her face was bright red. Sprinkle's eye's narrowed and an evil grin.

Sprinkle said "its not like you have a choice here so maybe this will encourage to be more accepting" Sprinkle said signaling Sasha to send a clown nose to Dash. All Dash said was "Wut" when the nose attached itself to her snout which turned pink. Dash began to tingle as her vision seemed to be at the airfield of the Wonderbolts academy.

"Why am I here? Where did the tent go?" She asked herself as her mane getting longer.

"You pulled the short straw Dash and we decided you would entertain us as a clown. Hope you have some pies" a voice said. Dash turned behind her to find Soarin grinning and holding an apple pie to which Dash backed away slowly.

"I don't remember pul....pie me Soarin....wait what" Dash said as the pie was thrown into her face. Her mane had the edge curl up into a ball and was kept from loosing by a rainbow bow while her fringe had extended to a point where it covered part of her eyes. As she cleared her face of the pie, she felt dizzy.

"Why is the world spinning and What happened to my mane!" Dash shouted as she noticed the length of her mane. She tried to undo the bow but it was no use. She saw Soarin and the other Wonderbolts laughing at her causing her to lush with embarrassment.

"Please stop lauging at me" Dash said as she tried to get the nose off. Meanwhile as they watched the rainbow mane pegasus transform. Sprinkle and Sasha discussed what Dash's new name will be.

"Hmmm, Miss Blitz sounds like a good name" said Sprinkle but Sasha felt it lacked a comedy element and thought of a different name. It didn't take long for her to think of one.

"How about Ms Match". Sprinkle gave Sasha a confused look.

"I don't get it" She said bluntly

"Well she has many colours and they don't really match" Sasha said.

"Nah, there has to be a more creative name we can think of" Sprinkle said. Meanwhile back in Dash's mind her wings suddenly took flight against her will.

"Wait stop, I didn't say you should flap" Dash said to her wings before she shouted at the Wonderbolts.

"STOP LAUGHING it isn't....I hope you enjoy watching me crash.....No no crashing" She said with fear in her eyes as a collar with the comedy and tragedy masks on them had formed around her neck. She started doing some aerial acrobatics before flying through some large balloons but the acrobatics made the dizziness worse as she further lost her grip on her mind.

"I feel like I'm going to be sick" Dash thought before she hit the final balloon which just so happened to be filled with bricks. She started to fall back to the airfield and as she did she pasted through a rainbow. Each colour of the rainbow followed her down and wrapped around her, forming a rainbow coloured dress. Some sort of pinkish purple fabric formed on her, connected the necklace and dress together while forming holes for her wings while different coloured dots formed on her legs and hoofs.

"No flap wings fl....big smack down" Dash said as she smashed onto the airfield. The Wonderbolts seemed concerned at first until Dash giggled and grabbed her head with her right hoof and pulled it up, revealing a very flat face.

"Look ma I am roadkill" She said with a smile and giggle. The Wonderbolts laughed as Dash pushed her clown nose causing her body to inflate back to normal.

"Ple...sto....Looks do some unicycling and juggling but I don't have a unicycle. O well, time to Improvise" Dash thought as she stood on her back hoofs and placed a front hoof into her dress revealing some juggling balls. She started to juggle and as time went on she used her wings to slowly lift her in the air and posed her flank as if sitting on something while moving her back legs as if pedaling something. The Wonderbolts giggled at the clown mare's attempt at miming a unicycle. Sunlight beamed at Dash's hoofs and the bottom of her dress, it glowed brighter and start to turn solid, forming yellow shoes with pink frills on her hoofs and a golden frill below her dress.

"Can't..fi...it......Hey Soarinnnnn you want some pie?" Dash asked as her eyelashes curled up. Soarin nodded and opened his mouth while Dash pulled out a pie from under her dress. She closed her eyes before throwing it into Soarin's face where he screamed as it burned his face. A tag on the pie's tin read 'red hot chili peppers pie WARNING: will possibly incinerate your face' as the Wonderbolts laughed at the pie faced stallion who was running all over the place. Dash smiled and opened her eyes revealing they had turned pink.

"Thats what you get Soarin, never pie Skittle Giggle" Rainbow Dash, now Skittle Giggle said as she giggled and bow to the Wonderbolts as her cutie mark turned into a clown going through a hulu hoop. Her vision returning to the tent where Sasha and Sprinkle were having a conversation about skittles.

"They are very fruity, I am surprised with a place that mainly eats fruits, they never really created skittles here" said Sasha

"Well, Pinkie always making something sweet in Sugarcube Corner, maybe she could create a similar recipe" suggested Sprinkle

"Maybe she can also create M&Ms, they are like skittles but chocolate based" said Sasha

"O tell me more" Sprinkle said with an intrigued expression before Skittle flew into her.

"Thank you Sprinkle" Skittle said cuddling her friend.

"How do feel...Skittle Giggle" Sprinkle asked.

"I feel....great, you were right Sprinkle, I should never have doubted my friend" Skittle replied giggling at her silly attempts to make her friend leave her passion. Sasha went back to her tent and Sprinkle proceeded to show Skittle around. They were stopped by Caty and Loopy who had just finished practicing.

"Hi Sprinkle, I am sorry to bother you but do you know anywhere we could buy clown themed clothes?". Caty asked

Sprinkle grinned at this and handing Caty a clown nose and replied "I know a certain marshmallow who does fashion, she owns a place called Carousel Boutique. I think she could do with some inspiration from you in case she doesn't have any. Caty said thanks and said hello to Skittle before heading out with Loopy to Ponyville.

"So you want to practice as a duo" Skittle asked. Sprinkle noticed she hadn't finished repairing her unicycle.

"Well help get my toy fixed then we will practice" Sprinkle said causing Skittle to smile and (without thinking) flew into the unicycle smashing it completely. Sprinkle sighed as she went to collect the pieces.

Author's Notes:

Chapter 3 is done and now Rainbow is part of circus. If it were the real Soarin, he may lose his addiction to apple pie.

Here is the link to the original image of Rainbows clown tf: http://tf-circus.deviantart.com/art/TF-Circus-Equestria-Skittle-Giggle-535706781

Glimmer of Inspiration

Caty and Loopy were leaving the tent and heading out into Ponyville. They remembered Sprinkle telling them that the place they need to go to is called Carousel Boutique, owned by a marshmallow. Caty also thought about the new clown who had a rainbow mane until Loopy started asking some daft questions.

"Hey Caty, do you think that Skittle girl's rainbow mane is just dyed or natural" Loopy asked. Caty herself wasn't too sure as it had been a question that a lot of ponies in Ponyville have asked themselves. She thought for a bit and turned to Loopy.

"I think it may be natural even though I have seen no one else with a natural rainbow mane." Caty said while expecting another silly question from Loopy. Surely enough, Loopy asked a question with an obvious answer.

"Is Sprinkle being honest when she said a marshmallow, I mean how can it make dresses without hooves plus it would have to bounce a lot" Loopy said while thinking of the possibility of a living marshmallow.

"Don't take some stuff that Sprinkle or anypony says too literally Loopy. She was probably referring to the owner as having white fur and therefore looks like a marshmallow, you really need your head fixing". chuckled Caty, Loopy just smiled as they made their way through Ponyville. They spotted there intended destination, the Carousel Boutique. It had fancy exterior, giving an upper class vibe not unlike something you would see in Canterlot. It would be easy for anyone to spot as if it were a rare gem found under a hole of matching rocks as nowhere else in Ponyville would you find a grand building. Caty and Loopy stood in place and took the time to observe the building.

"It looks like a large tent for some wealthy pony. Do you think Sasha would like her tent to be like that" Loopy asked inquisitively.

"I don't think she would want to live in a posh tent though she maybe fine with posh stuff so long as it doesn't take away from the circus theme". Caty repiled while trying to shake off an image of the circus tent looking like the Boutique with Sasha in an upper class outfit with a snobby expression on her face. They proceeded to enter the shop and were both unnerved by the 'boring' upper class outfits and excited at the colour and creativity put in the outfits.

"Well this is odd, I am normally not fond of boring snobby wear but these outfits despite all that are very creative" Caty said while looking at a dress that looked like it was related to nature. The interior had many mannequins with most being naked, there were a few changing rooms and a lot of mirrors.

"It would seem the owner's doing very well for themselves" Caty said before Loopy asked an interesting question.

"Hey Caty why do all the clothes shops have changing rooms." She asked to which Caty rolled her eyes.

"Because they are places for ponies to change their clothes without others staring at them" Caty said back. Loopy did bug her sometimes with her questions but she listened anyway.

"But why would anypony care about others staring at their body when they are normally naked anyway. Just look at me, I am naked and no one would care since everyone else is" Loopy replied. Caty was speechless at that reply, Loopy had managed to come up with a thought provoking question instead of her daft one but Caty was unsure about how to respond and in the misted of her thoughts, Loopy spoke again.

"Ha you don't know what to say, that means changing rooms are pointless and that we should just change clothes in front of others. Wait until Sasha hears this then we can get rid of the circus changing rooms". Loopy said with joy. Caty was shocked at the mention of Sasha who is a human not a pony and would have a good reason for not changing in full view of the public. She quickly thought something up in order to make the conversation less awkward.

"Loopy, Sasha's race has a reason for changing rooms, please let us leave it at that and drop the conversation". shouted Caty. Loopy just shrug, not bothered by the shouting or on the reason why Sasha would not get rid of the changing rooms. The shout was loud enough to be heard in the upper levels of the house which had alerted the owner Rarity. She made her way downstairs and found the 2 clowns in the shop. She had not heard them come in and went up to greet them.

"Greeting, welcome to Carousel Boutique, my name is Rarity, how can I help you". Rarity said.

"Hello, our friend Twinkle Sprinkle said you could help us get some new outfits for the next show" Caty asked. Rarity remembered these two from the show a couple of days ago on the day that Twilight disappeared. She decided to question them a little.

"I am sorry that this is off topic but I remember you from the show. I was wondering if you saw my friend Twilight, go anywhere near inside the tent that day as I was supposed to meet her" Rarity said out of curiosity. Caty decided to feign ignorance in order to make sure that Rarity is unaware that Sparkle and Sprinkle are the same until the nose is used. It was clear that like with Skittles, Sprinkle wanted this Rarity to be part of the circus.

"I never saw anypony called Twilight but remember seeing you in the crowd why with that stunning mane and glowing fur coat, it would be impossible to notice". Caty said, trying to make Rarity forget her question by stroking her ego.

"Well I do a lot to remain radiant and beautiful, I also do the same for all my customers". Rarity stood proud and continued on "Anyway what were we talking about" Rarity replied while blushing.

"We came here to look for some outfits for the next performance and were told to come here" said Loopy. Rarity decided to find them the perfect outfit. For 2 hours, Caty and Loopy searched through the shop's outfits. They tried on tutus (much to Loopy's excitement), colourful high class (much to Caty's annoyance) and baggy pants (which were ok but the dark colours didn't suit them). They were not satisfied so they looked through some small bits instead of a full outfit. They placed bows on the mane and tail but felt it just screwed up the hair, tried bracelets but when practicing some performances, they would break from the pressure and after that they tried on some hats but Caty was reluctant to get rid of her own so she didn't choose to buy a new hat and most of the hats just fell off Loopy's mane.

"I am sorry I haven't got any clothes for you now but I can design some to be collected later if you wish". Rarity said with a smile. Loopy jumped with joy at the thought of some custom made clothing as she felt it would make the clothing unique to her. Caty decided to give it a shot so long as they don't design a new hat for her. For another hour Rarity sketched new clothes for the 2 clowns, a problem that kept coming up was the lack of a comedic element to the costumes. Sure they looked nice but Rarity's need for make sure the colours go together (despite mismatch colours go well with comedy) and she start making it go against the clown's wishes which was bugging Caty. After enough criticism from Rarity, Caty felt enough was enough.

"Rarity, I know you insist on making things match and what not but this is clowning we are talking about. The outfits tend to be mismatched in colour, that is part of the joke". Caty said while getting a little cross at Rarity.

"I am doing my best darling but I feel that it just doesn't fit in right." Rarity replied still trying to get it 'right'. Caty, recalling Sprinkle's words to her decided now is the time to transform this snob. She walked closer to Rarity and looked her in the eyes

"You seem to be lacking in inspiration Rarity, I just may have something to help" Caty said.

"Thank you, what is it darling." Rarity asked with a smile.

"This, after all you being a clown will really help" Caty said with a grinned as she placed the clown nose on Rarity. Loopy took notice of this and laughed at Rarity who gave a mean stare as she looked into a mirror.

"Really?, this is your inspirat...." Rarity stopped talking as she felt a tingle. She stared with wide eyes at Caty.

"I lied when I said I didn't know where your friend was" said Caty. Rarity was shocked at this and felt like restraining Caty.

"Where is Twilight?. Rarity said in anger. Caty just laughed and said "Twinkle Sprinkle is who she is now, also she manged to convince Rainbow Dash to join as well".

Rarity could not believe what she was hearing, her friends were brainwashed and she was about to go through the same. Rarity mind started to slip and her vision changed to what appears to be a backstage area of sorts. She notice several ponies were wearing very colourful but strange clothing.

"What is this, where am I?" Rarity asked out loud as a tiara with a clown face formed on her head which was held on by her ears.

"Where did this come from. Is this the noses doing?" she said noticing the tiara which she tried to take off. It refused and she tried to take the nose off but again it refused to come off. She noticed a pony approach her, she was wearing what looked like a mix between a tutu and a clown outfit and was wearing a blue clown nose. Rarity realized who it was when she noticed the light cyan mane with a red and purple flower bow.

"Coco Pommel is that you?" she asked as the mare bowed to her.

"It is an honor to meet you again Glimmer Joy" Coco said as she pushed her nose letting out a squeak before continuing "What do you think of my clothes?" she asked. Rarity started feeling dizzy as she analysed the Coco's clothes.

"Honestly a business suit would be be.......total rubbish compared to your lovely tutu" Rarity said with a smile before realizing what she said.

"Wait what no your clothes are appal.....so appealing to my eyes....no why am I saying that" She said as a rainbow bow tied itself around her mane.

"Thank you Glimmer, hopefully it will impress the audience. That bow you got from your mother still looks good on you." Coco replied with a giggle as an announcer called her name and she walk towards the catwalk. Rarity noticed a mirror that some of the 'models' were posing in front of and looked at it where she saw the bow.

"My mother never gave me this and why was she calling me 'Glimmer Joy' my name is ra...rat....rar....why don't I remember my name" Rarity said as she panicked. She noticed a stallion in a business suit in the corner and approached him to find out how to stop all this strangeness.

"Excuse me kind sir but I just wanted to ask where....why you are wearing such a boring suit?" She asked failing to realize what she just said. The stallion was visibly annoyed by this.

"I beg your pardon. I prefer to dress as a proper stallion" he replied. Before Rarity could respond the front part of her gala outfit formed on her body except there were differences such as the white furry collar, the purple diamond on the collar. It was also a lighter shade of pink and had dark purple frills at the legs. The stallion started poking at the dress in an aggressive manner.

"You are one to criticize given you are dressed like a walking punchline" he continued. Rarity struggled to focus as her mind became cloudy.

"My apologies, your suit is handso......the true punchline of any fashion joke...no no no stop messing up my words." Rarity responded as she started to laugh against her will. The rest of the models started laughing with her as the stallion got angry and left through an exit door. The back half of the dress formed, a blue and purple skirt held together with the front half by a large blue and orange striped bow. Rarity proceeded to try and rip the dress off but her hove stopped before it can grab it.

"This isn't funny, this dress makes me feel ridicu....so beautiful" Rarity said as four shoes formed on her hoofs. They were dark purple with a diamond shard on each which kept them on the hoofs. She noticed Coco coming back in to the backstage area and her body moved on its own will towards Coco though as this happened Rarity felt a strange sensation on her eyelids.

"Wow Glimmer, when you said you would blow the other models away you certainly were not joking" Coco said stunned by Rarity appearance. Rarity grabbed her dress with the intention of ripping it off but she started posing.

"I love what you did with your make up" Coco said as she pulled out a mirror and showed it to Rarity. The white mare felt her jaw dropping as she saw that her eye shadow had reshaped into a diamond over both eyes. She tried to wipe it off but it seemed like it was now a part of her face.

"Its so embar.....Thank you Coco....sto..th" Rarity said weakly as Coco smiled.

"Next in line is the Laughtalot's noblest of jokers Glimmer Joy" the announcer said. The voice seemed familiar to Rarity as her body started to leave the backstage area for the catwalk. As she entered the catwalk, she noticed the announcer on the upper balcony who was dressed like an olden style clown where she manged to see her cutie mark which were three different coloured buttons with smiley faces on them. Rarity realized it was her friend turned enemy Suri Polomare. She could barely think as she feared the thought turning into a clown like Suri and Coco

"..Noo ple...I don't....to...clown" Rarity said as her mind was at breaking point. As she walked on, she was being forced to smile as she could barely speak anymore and her cutie mark .

"I..sto..pl." was all she could say before her eyes were closed, her mind losing its love for fashionable clothes and instead developing a new love for mismatch clowny clothes. When she got to the end, she posed and open her eyes revealing they had turned pink just like everypony else in the hall.

"Am I not the most fabulous clown in Laughtalot?" Rarity, now Glimmer Joy asked the audience who cheer at her as her vision returned to normal where she noticed that during her transformation, Loopy had attempted to make her own outfit after getting bored of watching Rarity's transformation. Caty seems to have been trying to stop her from messing about with the sewing machines.

"Hello dearies, my name is Glimmer Joy, are you looking for an outfit?". Glimmer said to the two. Caty smiled at the transformed fashionista.

"Yes Glimmer we are looking for some new clown outfits for our next performance, Loopy has been trying to use one of your machines but I have been stopping her" she responded showing the damaged sewing machine as well as some cloth that was now linked to Loopy.

"Say no more I will create for you 2 some goofy outfits that will have the audience laughing even after the performance". Glimmer said with a grin.

"Great will shall leave you to it, come on Loopy before you bring the house down....literally" said Caty, beckoning Loopy to the door

"Okie dokie and Glimmer, we will give your regard to Sprinkle for you" Loopy said while bouncing to the door

"Ok, bye" said Glimmer while waving. After the two had left, Glimmer looked around the shop and felt that it was unappealing to her now that her mind had been opened.

"Maybe its time to give the Carousel Boutique a circus makeover, it will need a new name too, maybe some props for sale" Glimmer giggled at the thought then turned to a mirror, she felt ok with her appearance but felt a change was needed.

"Hmmm....maybe I should dye my mane and tail or at least put streaks in it. Maybe even restyle it all together". She said to her reflection before going to her sketching table to design a new outfit.

Author's Notes:

This was a fun one to write. I had to get creative with the effect on Rarity's mind as the transformation happened.

Anyway here is the comic strip for Glimmer Joy: http://doomsayer125.deviantart.com/art/TF-Circus-Equestria-Glimmer-Joy-536025276

Nature's Clown

Three days had past since Rarity's transformation and Sasha had decided to visit the town proper since she had spent the whole time at the tent since the circus moved. She walked into the little town to find Twinkle Sprinkle entertaining some foals with her unicycle tricks and juggling while Skittle Giggle and Clown Stripe are messing about the clouds, occasionally causing them to rain, shock and be thrown off course much to the Pegasuses on cloud duty's dismay. Sasha giggled as she saw Skittle and Stripe flee from the damage to cause more chaos elsewhere and turned her focus back to Sprinkle.

"Hey Sprinkle over here" Sasha shouted, Sprinkle took notice of this and after settling down her juggling equipment she peddled towards Sasha, giving her a hug.

"Hello Sasha, I thought you would be remaining in the tent the whole time the circus would be here, listening to Loopy's silly ramblings while Caty and Magic try to clamp her mouth shut". Sprinkle said with a chuckle. Sasha grinned at the comment, remembering Loopy trying to say something about changing rooms after coming back from ordering clothes while Caty desperately tried to restraint Loopy's mouth and asking Magic for help. She also remembered seeing Caty telling Magic something which caused Magic to blush but when asked, Magic simply said to Sasha that it isn't something you want to hear so Sasha just dropped the subject. Sasha shrugged the memory off and looked at Sprinkle who was smiling.

"Well you know what Loopy's like, she is a motor mouth and if it were not for Caty, Loopy would be a machine without an off switch. You would end up envying the deaf". Sasha said while mentally telling herself to get some ear plugs.

"Well where have those two gone, My bits are on Sugarcube Corner where Pinkie and Loopy are having a joke contest or more likely with Pinkie. a cupcake eating contest". said Sprinkle with an energetic giggle. Sasha nodded no and pointed to what used to be Carousel Boutique.

"No they are collecting some outfits from Carousel Funhouse that they had ordered from. I think I may head there myself and have a look". said Sasha observing the building. It seems Glimmer had changed the exterior of the building to fit the circus theme such as the colour scheme now resembling a fun house. The shop floor's windows resembled large pink eyes that slowly spin in a circle, the front door resembled a smiling mouth and the blue parts of the building was now pink and white in colour in the designs of a striped tent. The sign above the door which originally had an image of a mannequin now had what looked like Princess Celestia and Luna dressed as jesters while juggling and the center of the top floor of the building was a fully functional carousel with stair on both sides of the building leading to it. Sasha noticed the many foals playing on it and gave off a small giggle before Sprinkle spoke.

"The sign was my idea, I think having clowns as rulers could boost the happiness in the area though one is studying mime as a hobby which can bring in some laughs so its a start". Sprinkle said with a smile.

"Yes that would be great" Sasha replied, remembering the fun brought on by Queen Margaret Cirque's rule while flinching at the idea of mimes due to an incident in which a permanent clown transformation wasn't met with the best response which result in her briefly becoming a mime and losing her ability to speak. She shrugged off the thought and saw Caty and Loopy leave with packages in their mouths and noticed they were heading to Sugarcube Corner which Sprinkle took notice.

"Well I don't want to miss this, I am heading to Sugarcube Corner to see what Loopy does, see you later Sasha" Sprinkle said honking her nose and pedals away on her unicycle. Sasha waves back and enters the Carousel Funhouse. The interior had also changed, the rug leading to the front door looked like a tongue, the whole room was was a mix of colours often found in fun houses such as black, red, white, yellow, blue, pink and green. Sasha turned to mirrors to find they had that effect where the viewer appears wider, thin, taller and short but also found some mirrors with other effects such as one where it shows the viewer as a different creature with the choice of creature being totally random. Sasha show herself as a pony, a dragon, a centaur, a donkey and a zebra with her favorite being a pony which she chuckled at. Several mannequins were linked to the carousel that were all over the room which were mostly displaying performer costumes but sometimes you could find interesting versions of existing clothing such as a princess outfit with a button on the bow that switches into a tutu and what looked like a business suit in a display case that was purple and made for a human which Sasha swore that she had seen before somewhere but couldn't put her finger on it.

"Oooo I see you have found my little personal project". Glimmer Joy appeared while back flipping towards Sasha and ending it with a bow.

Sasha giggled at the little performance and gave a small clap. She decided to ask what inspired Glimmer to make the suit and the answer jogged her memory.

"Why, from this little comic that Caty dropped in funhouse after she made her order three days ago. It is about some overly serious human who dresses like a bat and keeps trying to stop the fun this clown is bringing to 'Gothham City', not a very cheery name don't you think?". Glimmer said while pointing her hove on the cover entitled 'The origin of the Joker' showing the Joker holding up three playing cards that each having an image on them that represents the three possible origins of the character that most people go for. Sasha felt a little disturbed as it seems that Glimmer didn't notice the harm that the Joker brings to others and was behaving a bit like Harley Quinn. Sasha shrugged the thought off.

"Glimmer, has this change to you and the shop helped you in anyway?". asked Sasha.

"Indeed, foals have come to the funhouse to have a ride on the carousel so I can listen to the joy while I work and while the ponies look at the new outfits in stock, I can perform and make the little ones laugh meaning everyone is happy". Glimmer said while raising her front hooves while mini party cannons fire away. Sasha while happy at Glimmer's further success doubted everyone being happy due to knowing the shop was well known and a certain bunch won't be pleased with the change.

"I do doubt everyone is happy, I don't think the stuck up nobles in Canterlot wouldn't want to wear something that isn't 'proper'". Sasha said in a bit of a cynical tone. Glimmer took notice and nodded her head in agreement.

"You are right ringmaster. I have know them for a long time and it would be wishful thinking to think that they would enjoy any of this. Anyway can I ask a favor?". Sasha nodded yes and Glimmer went on to explain the favor.

"My friend Fluttershy is a shy young mare and at the show she was frightened by you. Now don't get offended by this but while she has a fear of clowns, this wasn't the reason why she was frightened as it was simply your race because she has never met a human before". Glimmer explained and Sasha stated she wasn't not offended by this and continued to listen.

"So I am asking you to come with me to her cottage so that we can talk to her, we may even get her to join plus Discord may help us". Glimmer explained and Sasha give it some thought before saying yes. They both left the funhouse and went to the cottage and after getting there Glimmer knocked on the door.

"Fluttershy dearie are you going to let us in". Glimmer said, Fluttershy unlocked the door and jumped at the sight of Sasha.

"Rar.....i....ty, why is that creature here". Fluttershy said while hanging from the ceiling in fear. Glimmer and Sasha walked in and saw Discord helping Fluttershy down.

"Sasha is no threat, we just want to have some fun and also please call me Glimmer". Glimmer said with a smile. Discord was a little taken aback by both Glimmer and Sasha. In Glimmer's case it was because he didn't think he would ever see Rarity acting as a clown in his entire life and in Sasha's case, it is because he hasn't seen a human for so long. Not since he learned to make voodoo dolls from a human witch doctor.

"Hello human, was it you that managed to convince Rarity to let go of being so pompous"?. Discord said with an inquisitive face.

Sasha giggled and said "The circus I run uses some special magic to make others become more fun loving like little Glimmer here". She then got closer and whispered "If we play our cards right, I can show you how it works on Fluttershy and in case you think otherwise, no it doesn't hurt the person being affected".

Discord smiled and said "Well that is good to know, Fluttershy is a sensitive little pony". Glimmer had found a box under one of the seats saying 'Discord's voodoo box'. She opened it and found many dolls of ponies she knew. She found one of her herself and decided, against her better judgement, spun it around causing her to spin all over the place causing some damage to the cottage. Discord noticed and used a spell to repair the damage while laughing at Glimmer who had on the floor with a dizzy expression. Meanwhile, Sasha was trying to comfort Fluttershy but to no avail and she would crouch in fear if Sasha attempted to touch her.

"Come don't be shy, let me entertain you" Sasha said while juggling some balls. Fluttershy opened up a little but not by much. Sasha asked Discord and Glimmer for help.

"Fluttershy, dearie she is just playing around with you, take it from me as she is good at make others laugh and is never out to hurt anyone" said Glimmer trying to give some support with Discord taking the Glimmer doll and a Sasha doll he had made with Glimmer and using them to control their movements. Jerking their bodies in amusing but somewhat painful positions. Fluttershy laughed and Discord reassured her that if Sasha really were to want to do harm, he would use the doll to stop that. Fluttershy felt relived and safe and opened up to Sasha.

"I am sorry Sasha, I was afraid that you would hurt me" Fluttershy said with a smile.

"That is ok and hey did you like Twilight's performance at the circus?".said Sasha. Fluttershy was surprised to hear that Twilight had joined circus. Sasha told her that Twilight's clown name was 'Twinkle Sprinkle' and asked if Fluttershy herself would join.

"I did like her performance and she seemed happy with being a clown but I don't like large crowds, they would just laugh at me" said Fluttershy in a concerned tone. Discord and Glimmer decided to encourage her a little.

"I didn't simply spread all the chaos to the best of my abilities over a single night, I did have learn to control and get creative over time". said Discord with a proud pose.

"O dearie, a clown's job is about making the crowd laugh and with bit of training and bravery, you could make the cutest and funniest clown in the circus. Maybe to the point where Pinkie would look boring" said Glimmer.

After some consideration, Fluttershy accepted. Sasha said all she needed to do was wear this clown nose.

"Oh, ur....okay" Fluttershy said as the nose attached itself to her nose. Her vision switched to a forest setting, looking like a nicer version of the Everfree Forest. Fluttershy noticed some families of rabbits snicking at her and pointed at her nose which had turned blue much like Twinkle's own nose. Fluttershy didn't like the laughter and felt upset.

"Pleases stop" she begged. Suddenly a red, brown and yellow dress formed on her body with part of the grass around her fusing with the bottom part of the dress. Fluttershy felt odd as after the dress went on, she didn't feel as bad from the laughter of the rabbits, she felt strangely confused and amused.

"wh...wh..what, where did this come from and why do I feel like honking my nose" Fluttershy said to no one but after honking her nose, the should of a bird whistle went off, causing some birds to appear and laugh at her. Fluttershy, understanding that the whistle was telling a joke through translation, gave off a small giggle. Some large leafs and a few vines wrapped themselves around her neck, causing them to form a collar with yellow bells that look like fruits on the leave's tips that rattle when moved. A pink frill formed underneath the collar while a blue bow formed and held the two parts of the dress in much the same way as Glimmer's own dress.

"This....actually feels good" Fluttershy said with more confidence. She flew and brought some clouds down then proceeded to make cloud animals with them in the same way that balloon animals are made. The animals laughed at her antics and some birds flew down holding a dark purple strap with light purple triangles and strapped it to the dress. She thanked them and some green hove shoes formed on hooves which were kept on by many coloured straps.

"Heheee, this is a lot of fun" Fluttershy said while giggling and performing cartwheels until she crashed into a tree. The tree started to laugh and was followed by other trees which attached a blue flower to her mane using a vine. Her mane and tail started to curl up, forming a few curls. A bow shaped like a butterfly tied the mane in place. Fluttershy looked at her reflection in a nearby stream and laughed at her appearance.

"I no longer feel shy and according to Discord, I have the sweetest smile". Fluttershy said with her eyelashes extending and blue upside down triangles forming under her eyes. She closed her eyes and after ten seconds she opened them, revealing the familiar pink pupils.

"From now on, my name will be Sweetie Smiles". Fluttershy, now Sweetie Smiles announced to which the animals cheered. Her vision returned to her cottage where Discord, Sasha and Glimmer were messing with voodoo dolls. Glimmer was the first to notice the changed mare.

"I see it is finished. Tell me do feel a lot better with be a clown now" Glimmer said with a grin.

"I am Sweetie Smiles now and I am going to challenge Discord to a goof off" said Smiles while looking at Discord with narrowed eyes and a devilish smile. Discord grinned at the challenge and went outside to the back garden to perform with Angel as an unwilling judge to the duo's antics. Glimmer spotted three dolls of the three princesses that were untouched and decided to take them and mentally told herself that Sprinkle would want these. Sasha didn't see Glimmer hide the dolls in her dress and they both went back into town, leaving the clown and chaos spirit to have fun.

Author's Notes:

I spent a bit of time looking at pictures of Rarity's shop in order to think up a way of making it look like a fun house. I also didn't want the experience for Fluttershy's mind during her TF to be tormenting unlike the other characters but maybe I am just too soft with her and I was happy to get Discord in the stories as him and clowns should go hand in hand. I am not too sure about Glimmer's affection to the clown prince of crime.

Anyway enough said, here is Fluttershy's TF comic strip: http://doomsayer125.deviantart.com/art/TFC-Equestria-Sweetie-Smiles-538361441

A rodeo clown and a groovy clown

Applejack woke from her bed to the smell of Granny Smith's special apple pie coming from the kitchen. Applejack checked on Applebloom who was still asleep to which Applejack decided to leave her alone and went to get her hat. She then went downstairs saw Granny cooking while whistling a country song that Applejack had never heard before.

"Hey Granny, what is that song you are whistling" Applejack said curiously

"A song I remember your Father singing to your Mother on their wedding day, warms my heart every time I hear it" said Granny with a smile

Applejack felt a little sad at the mention of her parents but at least the song was from a happier time. She went to eat some pie and noticed that something red was missing from the house, she realized her brother Big Mac wasn't in the house stuffing his facing in.

"Ah don't see Big Mac in the house, he would normal be eating away getting his energy up for today's work" she said expressing confusion.

"Well he said he saw something running on the farm and went to look for it, it is probably one of those bats again" Granny said while looking through the window. Just then she and Applejack heard a deep voiced scream and heavy stomping and ran out the door to look at the orchard. Their reaction was one of shock and laughter because there in the orchard was Big Mac running all over trying to get away from a bear while repeatedly saying 'Nope' as he ran with desperation on his face. The bear was wearing a typical clown suit, a red nose and red Afro and had a happy grin on its face. Applebloom had been woken up by the stomping and had ran towards Applejack and laughed at Mac's situation. Mac ran towards them to which the other three ran into the house and locked the door. Mac was banging the door when the bear grabbed him, some apples and Applejack's hat and proceeded to juggle them all.

"What in tarnation, what is wrong with this bear and why it juggling my brother and my hat" said Applejack in annoyance.

"Sweetie told me a few ponies are acting weird, have you seen Rarity's shop, ah thought she wouldn't be into that stuff" said Applebloom with a giggle.

"Well whether this bear wants to be a clown or not, he is being a little destructive on the farm" said Granny who pointed towards the orchard, showing that some trees had been knocked down and animals that were also in clown suits were eating the fallen apples. Applejack nodded and opened the door then jumped up to grab her hat and Big Mac which the bear didn't seem to mind. She said that she will see if Fluttershy can fix this mess and ran towards Ponyville. Big Mac on the other quickly ran into the house, saying he wasn't leaving until the bear was gone.

It didn't take long for Applejack to reach the town's center and noticed that that strange creature from the circus was talking to the mare about something, what it was the mayor laughing a lot but Applejack decided to pay no heed. She was about to continue when she noticed the Funhouse.

"Applebloom wasn't kidding, ah never thought ah would see something like this coming from Rarity of all ponies" said Applejack. She noticed Pinkie was riding on the carousel at the top, clear having a lot of fun. Suddenly Glimmer Joy and Twinkle Sprinkle walked out of the shop's door. They had dolls that resembled Princess Celestia and a version of Luna if she was a mime and they were giggling. They both noticed Applejack who was a little surprised by their appearance.

"O look dearie its our farmer friend Applejack" Glimmer said with a smile towards Applejack

"Hey did you like my performance at the circus, do you think I am a better clown than a princess" said Sprinkle

Applejack was surprised by those words and replied "Wait you are Twilight, why did you join the circus"

Sprinkle smiled and said "Being a princess is so boring, so much paper work so why do that when you can just make some ponies and have fun. You haven't answered my question you silly mare.

Applejack was about to criticize the comment on work being boring but decided against it and said "Your performance was great but I am not sure if you are being honest with me but ah will deal with that later, ah off to Fluttershy's cottage". Applejack ran in the direction to the cottage. Sprinkle's horn glowed as she sent a telepathic message of AJ's arrival to Sweetie who with a smile alerted beckoned another clownfied pony who was not one of the Mane six nor one of the original members of the circus. Glimmer and Sprinkle went back in the Funhouse and after walking passed Lyra who was trying to stay in front of the human mirror while Bon Bon tries to drag her out of the Funhouse, they went into a curtained area of the shop labeled 'staff only'. Sprinkle summoned what looked like a large computer screen which was looking into the Canterlot Palace's dining hall which had a large cake. Celestia was trying to enter from all entrances to the dining hall, determined to get that cake however Luna (dressed as mime) kept moving and somehow putting up invisible walls which felt solid enough.

"Damn it Luna, I want that cake" Celestia shouted with determination, Luna just shook her head being unable to utter a sound. Her body was being manipulated by Sprinkle using the doll and her magic had shut Luna's voice down. The 'invisible walls' were really the result of Glimmer hitting the Celestia doll with hammer. They both laughed at the struggle that Celestia put up just to get the cake they had sent.

"Is this why you took up mime, Luna so you can bug me" Celestia said having become annoyed at the mime's interference. this went on for about 10 more minutes before Glimmer stopped hitting the doll and allowed Celestia through. Celestia stood triumphantly as she approached the cake. This triumph was short lived as Sprinkle pushed a button which caused a cake to open up at the top and a pie to splatter her face and a sign appeared saying 'The Cake Is A Lie'. Sprinkle let go of the Luna doll allowing Luna to speak.

"I was being controlled, that is why I couldn't speak or move on my own account plus you deserved that" Luna said while laughing at her sister.

Celestia grinned and said "Silent Night, Mimes don't talk" Luna just sighed.

Meanwhile AJ was heading towards the cottage but on the way there, Skittle Giggle activated a rain cloud and made it stay directly above AJ even while she was moving. AJ cursed the technocoloured mare and managed to lead it into a tree which stopped the rainfall. AJ finally got to the cottage to find the animals acting like circus performers. Some were acrobats, some fire eaters, some clowns and some while just making sounds that resembled circus music, mainly birds. AJ went in the cottage to find animals running all over the place.

"What the hay, Fluttershy isn't this messy" She said before noticing Discord who was searching sofa with an annoyed expression.

"Hey Discord is this your doing" She said. Discord turned to look at her then turned back.

He replied "No this is Fluttershy's doing. Well her name is not Fluttershy it is Sweetie Smiles now and I don't want to be rude but I am trying to find something important, two things important. Applejack grew curious as to why Fluttershy changed her name but grew more curious of the items Discord is looking for.

"So what is it you are looking for?" AJ said

Without turning, Discord said "Two voodoo dolls much like this one". He used a sewing needle to poke a doll of AJ causing her to yep in pain.

"What in tarnation, that is why that keeps happening and anyway if they are dolls of Celestia and Luna, Rarity has them" AJ said while rubbing her flank. Discord shot up and went straight through the door towards Ponyvillie. AJ opened the back into the garden to found that it had changed to look more like the inside of a circus tent but if it had all been made of mainly plant life. The garden was divided into 3 circles, the outer circle had stands and chairs for the audience with the benches being made of vines and the stairs made of wood, the inner circle had darker patches of grass which marked trapdoors that acted as storage for equipment and sometimes for certain tricks as proven when AJ saw Angle posing as a magician, wrapped his cape around himself which fell to the ground and Angel seemed to be gone. In the center most circle was a stage which had a platform made completely out of green vines, the backdrop was made of timber wood and the image on the backdrop was made of flowers such as a sun made out of daffodils and the water being made of water lilys. AJ noticed Fluttershy was like the others dressed as a clown and noticed another pony with her.

"Why has all mah friends suddenly become interested in the circus" Applejack said in confusion. The other pony who was juggling some squirrels approached her and said:

"Hey now, don't be a bummer about it, Me and Sweetie are just have some fun and juggling's aura makes me feel so alive at the sound of laughter". The mysterious mare's mellow dilemma was somewhat familiar to AJ but she couldn't but her hoof on it. She had a green fur coat Her mane was curled in a swirly style consisting of various shades of orange yellow and red. She was wearing a sliver flower crown which had clown faces in the center of each flower and a forest green clown nose. Her dress was a mix of light blue, yellow and red with it being made entirely out vines, The cuffs were bright pink and the collar was light red with a rainbow bow which seemed to have a peace symbol in the center. AJ realized who this was due to the conflict that Discord had with this mare in the past.

"Tree Hugger? is that you" AJ said with a strange urge to laugh

"Yes it is me or was me, my aura is familiar yet different" Tree Hugger said with sudden excitement that would match Pinkie Pie if she was into auras before she continued with "By the way, I am digging my new name Tree Juggler" in her mellow tone. AJ was taken aback by this and went to Sweetie.

"Flutter...ah mean Sweetie what is going on, why are you all like this" said Applejack while trying to hold back laughter

With a smile. Sweetie said "Because it is so much fun and Tree Juggler was eager to have a go, she is so talented at making others laugh it is like her aura makes anyone in her presence laugh". AJ wondered if this was where this sudden urge to laugh was coming from.

"Come, Smiles are we go to make this mare dig the clown act or what" Juggler said having switched to her excitement again. Applejack lifted one eyebrow which Sweetie took notice of. Sweetie pulled out a shiny red clown nose and show AJ it.

"You will make a sweet rodeo clown, we need more of those" said Sweetie as she placed the nose on AJ.

"Ah ain't no rodeo clown" Applejack said in an annoyed tone

"It doesn't matter, you don't have a choice" Sweetie said while grinning evilly. Applejack noticed that who environment had switched from a garden to the rodeo show in Appleloosa where she could see her family in the crowd who were cheering her on.

"Go on Rodeo Jumper you can do it sis" said Applebloom. A rainbow bow formed on her neck and she was confused by why she was being called that name. She looked to see some other clowns climbing on each other with the one on top holding a hoop up. Before she could react. the seesaw she was on was set off by the weight of Trouble Shoes which catapulted her through the hoop. In mid air, some cowgirl shoes formed on her hooves which were white, pink, yellow, orange and brown in colour and had smiling clown faces.

"What the...when did ah wear these" She said having noticed the bow and boots. She didn't have long to think as she was forced to perform on a ball while avoiding Trouble Shoes. The stomping from his feet caused small quakes , causing the ball to occasionally bounce.

"Hey this is...surprisingly fun" AJ shook her head and said "wait ah didn't mean to say that". A skirt formed on her as she evaded Trouble Shoes. It had a brown frill with the skirt being light green with bright blue trims. The padded areas had some markings which were three diamonds, apples and love hearts. Applejacks mind continued to change.

"Who is messing with mah head" she said while her nose turned blue "Is this that aura thing that Tree talked about" she asked no one. She had the strange compulsion to check her skirt to find some juggling balls. She willingly juggled them and didn't know why. Suddenly Big Mac threw Applebloom at AJ and as if by instinct she caught her and juggled her along with the rest of the balls.

"This is so much fun" said Applebloom

"Darn too-ten it is" AJ said before saying weakly "no that isn't what ah wanted to say" as if her thoughts were being suppressed

Sweetie Belle and Scootaloo who were in the crowd seem to be begging Big Mac to throw them too. He did so and threw them one by one to AJ. As with Bloom, she managed to catch and juggle them all while balancing on the ball. While this happened, blue and pinkish purple streaks formed on her mane and tail. Upon passing through the bobble that tied her tail, it turned into a blue bow with dark blue, red, green, yellow and orange pokodots on them. An announcer spoke to the crowd.

"Okay, ponies our clown of honor Rodeo Jumper will jump through the hoop up there" the announcer said while pointing at the hoop held by Trouble Shoes who was on a pyramid consisting of 24 other clowns. AJ put the three fillies down. With her mouth forming into an forced smile by some unknown force AJ said in a weak tone:

"Please don....mak...me..do it"

Two pink hearts formed on her cheeks and her eyelashes curled. She bounced on the ball a couple of times before making a large bounce causing her to be thrown in the air. She was too high and thought she had failed but Trouble Shoes made a leap and was able to hold the hoop high enough for her to get through. She got through it, closed her eyes and landed safely. Trouble Shoes on the other hand landed on the other 24 clowns causing the pyramid to collapse which led to mass laughter from the crowd. AJ, now Rodeo Jumper opened her eyes which were now pink and she laughed at the other clowns misfortune. She walked over and got Trouble Shoes back on his hooves and they both turned to crowds.

"Please give a big cheer to the clown duo, Trouble Shoes and Rodeo Jumper" said the announcer as the two clowns took a bow. The world returned to the nature circus where Jumper found Sweetie and Juggler waiting for her.

"I see you have your groove on, shall we entertain the animals". said Juggler. Jumper nodded and the three clown ponies began performing. Meanwhile in the distance a certain pony was observing the performance and smiled.

Author's Notes:

Well this took a lot for me to do. In case any of you ask no I can't provide an image clownified Tree Hugger as this was something I thought up and I am no good at art. I also really wanted to use those voodoo dolls in the story. I do feel like I have taken some risks with this chapter but I hope it works out

Rodeo Jumper's comic strip: http://tf-circus.deviantart.com/art/TFC-Equestria-Rodeo-Jumper-542229692

Also here is Luna TF into a mime: http://tf-circus.deviantart.com/art/TFC-Equestria-AU-Silent-Night-554476418

The balloon maned mastermind

Pinkie was walking towards the circus tent after watching what happened at the cottage. As she was approaching the tent she noticed Discord flying in the air trying to shake off Glimmer and Sprinkle who were clinging onto his feet and using their magic to pull the dolls out of his hands. Discord seemed to to be getting annoyed by this as well as by their comments.

"Come on silly, didn't your mommy tell you to share" said Sprinkle in a mocking tone while sticking her tongue out

"Yes dearie, it is rude to snatch from your frrrrrrrriends and you should have told me you were coming to the fun house" Glimmer said before laughing. Discord face had gone red with anger from the mockery and cast a spell, hoping it would force them to lose their grip. However they seemed to have become heavier. Pinkie laughed at the sight as Discord's had turned the two clowns into their EG forms which he all could give out was "o this isn't good". The two clown girls both grinned and and Sprinkle used her hands to climb onto Discord's back and wrap her legs around his wrist while pulling his horns to steer him as if having a piggyback ride and Glimmer who had never experienced the joy of hands used them to hang from his beard and make a grab for the dolls. Discord was surprised by Glimmers strong grip as she got a hold of the dolls ans showed them to Sprinkle. Sprinkle giggled and forcefully turned Discord's head 180 degrees in order to look into his eyes and to him her face was one of pure joy with a sprinkle of insanity from her grin. He mentally asked himself if she is more frightening in her human form than pony form and if this is chaos that even he, the spirit of discord couldn't handle. Sprinkle saw the fear in his eyes and her own connecting to his, she whispered these words.

"Maybe I make a better discord then you do and you know what they say. What goes up must come down".

Discord didn't have time to think as Sprinkle let go of his head to let it get back into place and proceeded to forcefully push his horns forward causing him to face down and start falling to earth. Pinkie noticed Glimmer climbing onto Discord's back behind Sprinkle with little effort and directing him into a pond. Pinkie watched with amazement as the two girls managed to leap and front flip onto the path while Discord went face first into the pond. The girls took a bow to Pinkie with Glimmer cradling the dolls.

"Here are my little playthings" Glimmer said with joy.

"Did you like our act, its a wonder Discord hasn't joined the circus" Sprinkle said with a smile

Pinkie nodded and said "I am glad you all decided to join the circus, we are going to have so much and make all the ponies in the world laugh and the whole world will be happy and...."

Pinkie took a deep breath in order carry on talking "I love your human form, we should stick some wings and a horn on you". Sprinkle giggled and gave Pinkie a hug.

"Thanks Pinkie, I looked like this when I went through the mirror. Hmm this gives a me an idea but it will have to wait" Sprinkle said. Sprinkle and Glimmer felt a tingle as the magic wore off and they turned back to normal (well their normal clown pony selves).

"Awwww....that form was perfect for my acrobatic act" Glimmer said in a sad tone. Sprinkle patted Glimmer on the back, Pinkie proceeded to explain what Sprinkle's plan maybe.

"You are going to write in that book, telling Shimmer to come to the statue portal where you explain what has happened when you go back through mirror where you will turn Shimmer into a clown who will turn the whole school into a circus before they trick another more stuck up school into playing some old games again then when the time is right, everyone will turn them into clowns and after that Shimmer will track down three fishy singing humans to turn them into clowns....Right" Pinkie said with a smile. Sprinkle's jaw dropped at Pinkie knowing the plan but shook it off and asked Pinkie what she will be doing.

"I am off to the circus to join up and see some old friends, if you want Applejack, well Rodeo Jumper and Sweetie Smiles are putting on their own show at the cottage and They even have Tree Hugger with them. Go see it, it will make you laugh so much because Jumper is always flipping and Sweetie is making the animals do circus stuff and Tree Hugger will juggle you" She said while bouncing with joy. Without another word, Sprinkle flew and grabbed Glimmer who was clinging onto the stolen dolls and heading to the cottage. Pinkie continued bouncing towards the town and saw Skittle's cloud house. It looked more like it was made of cotton candy rather than a cloud and Pinkie saw Skittle placing some black clouds which she dyed with rainbow from her rainbow pool before shoving open bottles of soapy water into them and some sort of large flugel horn, possibly from the Crystal Empire and hit the clouds causing them to act as a bubble maker. Pinkie admired the sight before Skittle noticed her and flew into her house to grab some chocolate brownies with Pinkie express join at Skittle cooking some treats.

"Hello balloon pony, would you like some cookies" said Skittle with a childish smile on her face while shoving the a brownie in Pinkies mouth. Pinkie at first enjoyed it until a familiar very spicy flavor consumed her tongue and throat.

"oh no" is all she could say before her face shifted into the colours of the rainbow and many flavors messed with her sense of taste. After it was over she glared at Skittle who's smile only got bigger and bigger before she laughed her head off. Pinkie decide to laugh with her despite her sense of taste being messed up.

"Hey let me show you how I made them" Skittle said while impulsively dropping the tray on the floor and carried Pinkie to the the back of the house. Pinkie was shocked at a machine that creating the brownies because she noticed the rainbow pool had a canal linked to some needle mechanism which would regularly inject the finished brownies with the rainbow. While Pinkie wasn't too keen on the idea due to the effects the rainbow had on her tongue and throat, she decided to let Skittle have her fun.

"It could be worse, it could be made from insides and colours of ponies" Pinkie said with Skittle a little confused by the comment.

"I already have business making these and shipping them off for all to enjoy. I hope they are better than Sugarcube corners stuff because rainbows make everything better" Skittle proclaimed with a pose causing her to drop Pinkie through the cloud. She manged to stop her from hitting the ground and laughed nervously at her mistake. Pinkie smiled and forgave Skittle before telling her that she needed to get going.

"Okay bye balloon pony" before she flew back into her house while Pinkie continued to the circus. Back in Skittles home, Skittle turned the head of the Wonderbolts founder which unlocked a trapped door. She went in to find a fearful pony tied to a chair with her mouth taped over, it was mare with light turquoise fur, her mane and tail were amber and gold in colour and she had googles on her mane. Skittle gave an mischievous grin as three shadowy figures were standing behind her which the bound mare was unable to tell who they are. She did notice the pink eyes much like Skittles, huge grins and the badges they were wearing badges that looked like the Wonderbolts except they had pink comedy masks in the center and the circle around the masks was rainbow coloured. The mare wanted to scream at them.

"Well Lightning Dust, you didn't get to be a Wonderbolt but the WonderJokes will happily take you under our wings". Skittle said while taking a clown nose out from under her dress. Lighting gave a desperate mumble as she struggled out of her bounds while Skittle slowly placed the clown nose on her. Meanwhile back to Pinkie, she had made her way through the town and into the tent where she noticed a large box as she entered the backstage area.

"O don't bother looking in, the contents have already been eaten by our motormouth" Sasha said with an annoyed expression and pointed to a rainbow coloured obese Loopy whose face kept on changing to random colours and breathing various things through her mouth like fire and a faint smell of blueberry pie. Caty was doing her best to comfort her friend while Magic was using a device that resembled a juicer in order to extract the rainbow from Loopy's body although Magic preferred her this way because she is less noisy. Pinkie noticed the sign on the box saying that they were made by Skittle's Totally Safe Rainbow Factory Brownie Junk (or STSRFBJ Industries) before approaching Magic and giving her a warm hug. Magic smiled and unknowing sat on the button labelled 'Ludicrous Speed' causing the juicer to go haywire and spurt the rainbow all over the backstage. Sasha sighed and asked Caty to help her clean up before she went to the main stage to find Clown Stripe repairing the tightrope poles and safety net which they had damaged due to Clown Stripe going through with a brilliant idea coming from Clown Filly which was a light show in the form of several storm clouds going off next to each other. The chain reaction as the result of a single lightning strike caused them all to set off a bang bright bang leaving the two clowns a little deaf and blind in the aftermath.

"When you have finished with that, can you help us clean the rainbow out of the backstage" Sasha said before noticing Filly was wandering around in a dazed state due to the incident.

"And also put the filly to bed" She said to which Stripe nodded. Magic and Pinkie had gone outside both with grins on their faces.

"So you manage to get all of them turned into clowns. I knew you and Sasha were the best ones for the job when I first saw Twilight's performance" said Pinkie bouncing with joy.

"Yes, your suggestion that we should come to Ponyville was great, Sasha was overjoyed and I had a lot of playing with the princesses head while she transformed. " Magic giggled before continuing with "so lets make sure all the elements are now clowns. Magic quickly summoned a nose and tried to place it on Pinkies nose only for the magic to be blocked by her hoof.

"I got this magic" said Pinkie, Magic was both shocked and surprised by this, wonder how she can block something that isn't solid. Pinkie appeared to tense up as if putting all her strength in summoning something, She was right as a blue clown nose appeared.

"Let me show you how its done Magic" Pinkie said with glee as a rainbow coloured dress formed on her body with one area of it being pink with her cutie mark on it. A rainbow bow formed around the neck while a small blue bowed top hat appeared on her head.

"Hey can you do this to yourself with magic, I can" Pinkie said when she tensed some more as her whole fur excluding he cheeks turned pure white the the unaffected cheeks looking like they have pink blush on them. Purple and blue stripped socks formed on her legs with dark blue hoof shoes with pink bows on them. Her eyelashes curled up and extended and yellow streaks formed on her mane and tail which started to look more like they were made from balloons much like Clown Stripe with pink bows forming on them.

"Ta-daa" Pinkie said with her front hooves and the air and standing on the back hooves as the transformation was completely. Though she had known this magic for a while, Magic didn't know it could be done to yourself and not brainwash the wearer.

"How did you do that and not get brainwashed" Magic asked in confusion as the clowned mare jumped and land on her flanking causing a self inflating whoopee cushion to let out a gassy sound.

"I have no idea but in terms of brainwashing, how can you clown a clown?" Pinkie asked with a smile.

Magic just shrugged before asking "Well what shall we do now".

Pinkie grinned and said "I could get the the rest of the Clown 5 here and we can build a reputation in performing at the circus while turning the whole town into a circus before we turn the princesses into clowns at a later performance but the princesses may try to stop us when we turned the town".

Magic thought for a moment and said "Or go for the one that Sprinkle wanted, get the princesses to come to the next performance and get them clownified before getting the whole town clownified but even with the support of the princesses the whole town may rebel when they are aware of the brainwashing.

Magic and Pinkie smiled at each other and said "Decisions, Decisions".

Author's Notes:

I may have been a bit sadistic with the Skittle's interaction and I know that clown tf of Pinkie did not follow the order of which parts are transformed but it turned out ok. I also didn't think I would be this cruel to Discord and I am not sure about including the EG clown transformation.

And here is Pinkie's clown TF: http://tf-circus.deviantart.com/art/TFC-Equestria-Pinkie-Pie-544115687

A nose for a cross-eyed mare and an egotistical wizard. Also Wonderjokes

The Clowned 6 had spent the most of day at the rainbow friendship palace planning on however to take ov...I mean clownifie Ponyville as well as what it should be called afterwards. Sprinkle had managed to alter the map for later so it recognized their new cutie marks. After some discussion, Pinkie checked a list they had of well know residents of Ponyville before speaking.

"Maybe we go for the musical ponies, their music could help attract the crowd making the clowning a lot more musical" Pinkie said with clear eagerness in her voice. Sprinkle was not too sure of this move.

"Most of who attend the circus come from Ponyville itself. I think we should try to spread a little outside the town to attract some new audience but we need to use a method that is in someway subtle, we could use it to both advertise as well clownifie some others outside the town" Sprinkle said while lost in thought of how it could be done before continuing "We could use some 'agents' per say to watch other towns for possible recruits. Maybe Starlight Glimmer if we can find her then 'convince her to join' she would be a great help and her obsession with being equal will encourage her to turn others into clowns" Spike who had been watching them and wasn't too sure as to why they all had a strange obsession with clowns so he felt that it was time to stop being silent.

"Twilight, why are you all doing this, it was funny at first but seeing you turn everyone in to clowns against their will seems wrong" He said with a serious expression. Sprinkle just chuckled and stroked his head.

"Why not, we are happier like this, Sweetie is now more confident and Glimmer has improved her business with her new designs and funhouse. Plus my name is Twinkle Sprinkle not Twilight you silly dragon." Sprinkle said as Spike frowned due to remembering what Discord had said to him on what Sprinkle and Glimmer had done to him.

"From what Discord told me, you were cruel to him when he was trying to get his stuff back which Rarity had stolen" the dragon said in annoyance before continuing "Rarity, why are you constantly playing with those dolls even though they don't belong to you and Twilig...Twinkle how is twisting Discord's neck meant to be fun" Spike finished. Glimmer expressed annoyed at Spike for referring her by some other pony's name as she was sick of hearing him state his love for this 'Rarity' but before she could say could say anything, Skittle decided to introduce her four 'assistants' she recruited for the next show.

"These lot are Pyro Blue, Laughing DeLorean , Noisy Fleetbutt and Firework Sparky. I felt the Wonderbolts needed to be a little less serious so I gave them a taste of circus life and changed the name to Wonderjokes" Skittle said with a large smiled.

"Now how did yah manage to get them to wear the nose anyway." Jumper asked to which Skittle went on to tell the group.

Flashback

Skittle flew to Cloudsdale shortly after being introduced to everyone at the circus. She had been getting on with Clown Strip and asked her to come to the city of clouds for some fun which Stripe went with.

"Hey Skittle, what are we doing here anyway" Striped asked with curiosity. Skittle pointed towards the Wonderbolts academy

"The ones that are great at making some fireworks and acrobatic stunts, you would fit right in with them once they have joined. I have my eyes set on three ponies in particular" Skittle said with a grin.

"And those are...?" Stripe said with interest.

"A fire maned pony named Spitfire, a pie addict named Soarin and a cloud maned pony called Echo Fleetfoot. It could give us some control over the rest of the Wonderbolts and help spread the joy across Equestria" Skittle said with a smile. Stripe let out a giggle before an idea hit her.

"Hey Skittle, I have an idea, why don't you use these pies that Clown Filly has been making" Stripe said while opening a storage area in the suit contain pies.

"Why use those over the noses. I am trying to transform them and it may be best to avoid making a mess" Skittle questioned with an open mind leading to Stripe grinning.

"Do you know Clown Filly, She is always finding a way to prank others and place the nose on them so before they realize that the nose its on it is too late. The only way you would beat her is if you find a way to make those rainbow treats caused the eater to grow a clown nose on their face" Stripe said before she whispered to herself with a burning feeling on her tongue "And maybe stop them from destroying our taste buds". Skittle face beamed with joy at the idea while Stripe realized she should have kept her big mouth shut. Sometime later they reached the academy while Skittle would not shut up about changing the recipe to her treats match Stripe's idea before Stripe had enough.

"Look Skittle, if you really want to do it, do it your home and don't send any to the circus, it was annoying after Loopy ate them all and made a brightly coloured mess." Strip said, Skittle decided to quit talking about it and they both flew towards the entrance where they noticed some Wonderbolts recruits were giving them odd looks and wondering why they are there but Stripe decided to put on an act to entertain and distract the recruits so that Skittle could get into the academy undetected. Skittle took three pies and entered the academy while the three Wonderbolts watched on from the head office window in confusion.

"Who is that clown in the blue outfit and was that Dash with her in a clown outfit, entering the academy" Soarin said. Spitfire and Fleetfoot found it hard to picture Dash being a clown as she didn't seem the type who was into them.

"I doubt it, it could be somepony in a wig but even then I have never seen this blue and white maned clown or the rainbow maned clown with the pies before" said Spitfire. Fleetfoot was picturing Dash as a clown but always pictured who with a afro causing her to giggle before Skittle burst through the door.

"Hellllllllllllllllllllllo Wonderbolts" Skittle shouted cause the three to jump. Soarin looked at Skittle and asked "Rainbow Dash is that you?"

"Who is this "Rainbow Dash" is she some mascot I can use for my rainbow treats" Skittle said with excitement at expanding the business before saying "have a free sample" before shoving a treat in each Wonderbolts mouth causing them to go through burning rainbow effect and as their faces switch colours, Skittle pulled out the three pies.

"Would anyone like a pie" Skittle asked with a devious grin. The Wonderbolts especially Soarin licked their lips and begged for pie.

"Please o for the love of Faust give me a blueberry pie to get rid of the taste" said Soarin

"Count me in if it will put the fire in my throat out" Spitfire said with her tongue hanging out

"Yes yes, do it" said Fleetfoot. Skittle responded by throwing the pies into their faces somehow negating the effects of the treats. The Wonderbolts, having not expected the pies to be thrown at them wiped the pies off and glared at the rainbow maned mare.

"What the heck Dash, why did you do that?" asked Fleetfoot as they all wiped their faces. Dash smiled as she saw that they were all wearing clown noses now with Spitefire's turning light blue, Fleetfoot's turned white while Soarin's own remained red. Skittle gave a wide grin at this outcome.

"Why so serious Fleetfoot, you lot orta smile more" she said before Clown Stripe came in with Lightning Dust tied up.

"O good I made it, hey Skittle I brought Dusty with me to witness this" said Stripe while Dust tried to get out of her bindings. Skittle smiled as the 3 Wonderbolt's visions shifted to find themselves all standing in front of the mirror.

"What is happening to my mane" Spitfire shouted as her mane and tail turned a mixture of light and dark blue and animated much how the princesses manes do except hers looked like it was on fire even thought no heat emitted from it and it didn't burn. Soarin's own mane and tale turned silvery white with light blue streaks going through it then shift into an Afro and Fleetfoot's mane turned green with purple streaks and grew long down to shoulder length.

"What is going on" Fleetfoot said as she began to feel dizzy as the room shifted into what looked like a circus themed Canterlot Palace.

"Girls, are you seeing what I am seeing" Soarin said as he pointed to the throne where the two princesses were waiting for them except they were dressed as jesters and wearing clown noses. Spitfire noticed that their eyes were like Dashes, bright pink and decided to ask them about it.

"Princess, why is your eyes pink and why are you both dressed as jesters" Spitfire asked. Celestia simply pointed her hoof at them and said

"I can ask you why you are not performing, after all you are wearing Wonderjokes uniform" She answered with a stern expression. The Wonderbolts were confused until they looked a each others uniforms. Spitfire's was now light purple with red stripes, Soarin's was green with light blue stripes and Fleetfoot's was red with white stripes. They all gasped at this revelation as their Wonderbolt's badges were now rainbow coloured circles with pink comedy masks in the center.

"This can't be happening" they all said as their wings started acting on their own accounts and they began flying. Celestia started yelling out various airel acrobat moves while making them juggle props including chainsaws. They tried to disobey her every now and then but their bodies won't let them.

"Come on Wonderjokes, get your back into it now do a triple flip" Luna yelled. Spitfire tried to move on her own account but couldn't and said "I will obey you as a Wonderjoke", something Fleetfoot and Soarin also said. Fleetfoot and Spitfire suddenly felt their eyelids being panited with Spitfire's becoming light blue while Fleetfoot's was green as well as their eyelashes curling up. Soarin laughed at their appearance but after he finished, he suddenly started again with the other two also laughing. Their eyes turned pink as they landed in front of the princesses and all said "We are willing to serve as Wonderjokes" as if they were in a hive mind state with rainbow bowties forming on their necks. They were each handed derpy eyed googles as their vision returned to the academy.

"Well hello Wonderjokes, are you ready to entertain" said Skittle. They all nodded and Skittle pointed to Lighting Dust.

"Please take her to my house, there is a hidden basement which can be opened by twisting the Wonderbolt's founder's bust" She said as the Wonderjokes took the frightened Lightning Dust, who has witnessed the transformations back to Skittles home.

Fast forward to a few days later. Skittle placed the nose on Dust as the Wonderjokes watch on with joy.

"It isn't so bad, we loved it" said Spitfire, now Pyro Blue as she released Dust from her bindings. Dust ignored her as her vision changed to a dark grassy land filled with flowers, hills and various odd speakers hidden in the flowers. Suddenly the sun rose with a laughing Celestial in it and a speaker rose from one of the flowers.

"The Wonderjokes are here to play" it said. Dust was confused as her mane and tail turned light purple with yellow, blue and red streaks across them. The tail curled up into a swirling pattern while her mane formed into a ponytail with the ponytail being recolored to look like a rainbow. She took notice of this and tried to loosen the ponytail.

"ohnohnohnohnohno please make this stop" said Lighting Dust in desperation while the Wonderjokes popped out of the nearby hill house and started grab Dust by her hoofs.

"Get off me, I don't want to do this" She said.

"Hehee you don't have a choice" said Fleetfoot, now Loud Fleetbutt as she managed to grab hold of Dust's back legs.

"Come on, we need one more to complete our group plus you have to try this rainbow pie" said Soarin now Laughing DeLorean who rubbed his stomach at the thought of pie and managed to grab Dust's front legs while Pyro Blue held her Dust's wings. She was brought into the house where she saw four beds at one side, a slide leading to the top of the house, a machine that was injecting some pies with rainbows and a strange metal creature that was cleaning the house. She was brought to the machine where she was force fed the pies during which a Wonderjokes outfit started to form on her body.

"Get this thing off me" Dust said as she tried tearing the suit off.

"I thought you wanted to join the Wonderjokes" Fleetbutt said in a mocking manner. It didn't take long for the suit to fully cover her body which was orange with yellow stripes going through it. A badge attached itself to the suit as did a rainbow bowtie. Dust started to feel light headed as it felt like the suit was fusing with her body.

"Well you certainly look the part, Sparky" said Pyro Blue with a smile. Dust couldn't speak as the fusing made it hard to focus as her eyelids turned yellow and her eyelashes curled.

"Hey lets inject her with this" Fleetbutt said while showing a needle filled with a purple substance. The other two smiled with joy at the thought while Dust went wide eyed as the needle was inserted into her neck and the substance injected. Dust began to laugh uncontrollably as the Wonderjokes watched on as her eyes slowly turned pink. Lightining Dust, now Firework Sparkly smiled as she and the rest went to play outside but as soon as they went through the door, her vision went back to the cloud house basement.

End flashback

Pinkie clapped at the story and Skittle told the Wonderjokes to go entertain someone or practice.

"Well that was long, we have two more TFs before the chapter is over" said Pinkie

Glimmer was using Spike in her juggling act in order to stop him complaining about clowns while Sweetie and Sprinkle came up with an idea.

"Hey we could try turning Derpy, I think she would make a good clown because she is does have a habit of doing that" said Sprinkle as she remembered the anvil that landed on her due to Derpy's clumsiness.

Pinkie decided to see Derpy but before that happened she turned Sprinkle that she had seen Trixie performing in front of town hall. Sprinkle smiled widely at this and teleported herself and Glimmer to Trixie's stage. Pinkie went to see Derpy and found her walking from Sugarcube
Corner, eating a lemon muffin surprise.

"Hi Derpy" Pinkie greeted, the derpy-eyed mare turned to see the clown and greeted her back.

"Hello Pinkie, I like your clown outfit, who's party is it today?" Derpy asked.

"No party, it is part of a show I am doing and I came to you because I want you to advertise to anyone you find about the circus. I would also like you to join it" Pinkie said with a smile. Derpy gave this some thought, she was prone to doing silly things and a clowns job means doing silly things.

"Sure Pinkie, I accept your show" Derpy said. Pinkie placed a clown nose on her and Derpy felt a tingle. Her vision turned into the sky where she saw muffins and bubbles moving about and the clown nose turned yellow.

"This is fun" Derpy said as she was able to shape the bubbles in objects. As she made a unicycle her mane began to grow and restyle itself in pigtales and turning light red with blue streaks and felt like a balloon when touched. She took out a hand mirror and saw her new manestyle.

"I love my new manestyle, it is bright and colorful and balloony" Derpy said. The bubbles started to form themselves into into ponies but one looked like it was standing on its back legs.

"Bubble buddy, I haven't seen you for ages, would you like a muffin" Derpy said but ended up bursting him leading to her becoming sad. During this, her fur turned white and pink blush appeared on her cheek. She flew onto a large muffin where Pinkie appeared to be performing to a large crowd of bubble people.

"Can I join in" said Derpy which Pinkie accepted. They performed tightrope walking and biking, juggling, pie throwing and muffin making. As this went on, a dress much like Pinkies own formed on Derpy's body except it shared the colours of Pinkie's socks which were purple and blue with a large patch being white with five different coloured bubbles which were blue, yellow, black, green and red.

"Hey look at your legs Derpy" said Pinkie. Derpy did and found socks forming on her legs which were rainbow coloured and the shoes on her hooves were bright red like her mane. She and Pinkie ended their show to the bubble and muffin people and her eyes curled as her vision returned to normal. Pinkie didn't see a point in hypnotizing her so her eyes remained the same.

"Now take the bag of leaflets and give them to anyone you find and also take these noses if you wish to make someone join" Pinkie said. Derpy flew into the distance as Pinkie left the area. Meanwhile in front of town hall, Trixie had returned and was performing in front of a (bored) audience.

"The Great and Powerful Trixie shall now pull a rabbit out of her hat" Trixie said in her typicality arrogant tone. She removed her hat then used her magic to pull what she thought was a rabbit but somehow ended up pulling out Sprinkle and Glimmer much to the crowds amazement and to Trixie's confusion. After they fell to the ground, Sprinkle quickly recovered and got up but Glimmer was still dazed and remained on the floor.

"Hello Trixie, I heard you were in town and I thought me and my friend Glimmer could improve your act. It has been lacking some flair lately for somepony with an ego the size of her flank haha." said Sprinkle. Trixie was put off by Sprinkle's appearance and feared that clowns would ruin her act rather than help it so while trying to block out the insult, Trixie stood proudly before boast.

"No the Great and Powerful Trixie doesn't need your help Sparkle so take your silly clown act elsewhere. Besides Trixie can do fine on her own." Trixie said in annoyance. Sprinkle merely chuckled at the showmare's attempt to blow her off while Glimmer recovered from her dazed state and got up.

"Now dearie, her name is Twinkle Sprinkle now and you really could put on a clown act in your show. A clown magician would make anyone laugh and even relive the boredom that your ancient tricks seem to bring" said Glimmer as the crowd laughed at the comment much to Trixie's embarrassment who was blushing in response. Glimmer and Sprinkle took notice and began laughing while the showmare tried to fight back.

"O yeah well lets see who is laughing when I do this. You should be familiar with this marshmallow pony." Trixie said as her horn glowed and zapped Glimmer's mane. Her mane was now emerald green with light pink streaks. Glimmer's face beamed with happiness at her new mane colour

"O Trixie, I had no idea you were an artist when it came to mane dressing. You really should model at my shop and I have the perfect outfit for you to wear." Glimmer said with excitement as there were whistles from the crowd. Trixie was surprised by the reaction as a piece of paper appeared in her hoofs which was a childish drawing of herself in a clownish outfit mixed with parts of a magician outfit.

"TRIXIE IS NOT A CLOWN YOU FOOLISH PONIES" She said full of anger at being seen as a clown. Sprinkle grinned and summoned a mic and put it near the audience.

"You are better at being the flank of the joke than actually doing simple magic" one member of the audience said striking a nasty blow to the showmare's ego.

"You seem to love fireworks, why not juggle them while being on a unicycle" another member said causing the rest of audience to nod in agreement as well as laughing. Trixie tried hard to hold back tears before a final member decided to have a say.

"Admit it you are more of a clown than a magician. What, are you only doing this because you couldn't get work as a rodeo clown hahaha" the final member said as many audience members could barely stand with laughter. Tears flowed down Trixie's fuming face as she couldn't contain it any longer.

"STOP IT STOP IT STOP IT STOP IT TRIXIE HAS HAD ENOUGH OF THIS. DO YOU KNOW HOW HARD IT IS TO KEEP YOU SIMPLETONS ENTERTAINED" Trixie shouted before she felt magic on her body as well as her mane and tail became an afro and a simple clown suit appeared on her body, replacing her magician outfit. She saw the glow on Sprinkle's and Glimmer's horns as they laughed at her while daggers formed in Trixie's eyes.

"THATS IT TRIXIE IS NEVER COMING TO THIS TOWN AGAIN" Trixie said as she ripped the clown suit off and turned her mane and tail back to their original style before she tried to run off stage but Sprinkle used her magic to keep the showmare in place

"Trust me when I say this dear Trixie but you are staying and performing whether you want or not" Sprinkle said as she conjured up a nose as Trixie struggled against her magical binds while the audience looked on with interest. Glimmer then took center stage and put on her showmare face before speaking.

"Mares and gentleclots, today you shall watch 'The Great and Powerful Twinkle Sprinkle' transform 'The Meek and Powerless Trixie' from an egotistical phony to a crazy mad mare using something as simple as a clown nose." Glimmer said as the crowd applauded and Trixie continued to struggle as the nose attached itself to her snout. The world shifted to what looked like a stage to a theater what with various equipment often used for acts. She noticed a piece of paper on the ground and after picking it up, she saw that it was the clown image of her

"How did Trixie get here and what is this doing here?" Trixie asked out loud as the clown nose turn pink and her mane and tail turned candyfloss pink though she didn't notice. She looked around and noticed a strange full body shimmering mirror which had a sign near it saying the 'Mirror of the True Self'. As she approached the strange mirror, the picture suddenly escaped her grip and entered the mirror and after a few seconds pasted, the paper came out the mirror but the image on it was gone and much to Trixie's shock, a figure appeared in the mirror that followed her every move but looked different. It didn't take long before she realized that this figure matched the drawing perfectly as she was creep out by the figure's wild grin and pink eyes.

"No you are not Trixie, she looks nothing like you!" Trixie said as she was trying to rip the clown nose off. The figure merely chuckled at her attempt to rip the ball shaped nose off.

"Tricky may not be Trixie but Trixie is slowly becoming Tricky LOLmoon" The figure now known as Tricky LOLmoon said with an evil grin on her painted white face as she pulled out a mirror (despite being within a mirror) that showed Trixie who gasped as she saw her new pink mane.

"This is a trick, Sparkle is causing all this" Trixie said as she noticed her mane change style to match Tricky's own perfectly. The mane had grow and curled in a similar style to Sprinkle's own mane style except with a large ponytail and a bow tied it together which was light purple and with a green streak. Trixie held her head as she felt really dizzy as Tricky laughed at the showmare's blight.

"Trixie must practice on the unicycle....wait what, was that you making Trixie say that?" Trixie said angrily at Tricky. Tricky banged her front hoofs together and pulled a silly face in an effort to taunt Trixie.

"Yes, that will be perfect as part of your first act as a Tricky the clown" Tricky said as she clicked her hoof causing the stage curtain to open and the crowd to laugh at her failed attempts to ride the unicycle.

"No Trixie came from a family of mag...mac....silly clowns......no why does Trixie think her family were clowns?" Trixie said as she tried to avoid losing herself further to the madness. A purple top hat with a laughing moon and a comedy hammer on it suddenly formed on her head which had a hole for her horn to fit through.

"O is poor little Trixie forgetting something about herself?" Tricky mockingly asked the showmare before clicking her hoof again causing Twinkle Sprinkle to appear who was juggling and tripped Trixie on the floor as the audience laughed.

"Whoops you fell over, you should check your footing next time" Sprinkle said with a grin. Trixie got up and began charging her horn as Sprinkle charged her own.

"Lets see how well you last against the 'Amusing and Clumsy Trixie' Sprinkle....wait her name is.....stop playing with Trixie's mind Tricky!" Trixie said as she turned to face the clown in the mirror whose was still grinning. Trixie manged to turn back just in time to block Sprinkle's spell but suddenly felt something on her front half. A light purple magician suit with green frills and pink orb buttons formed over her body with which she tried to tear off much to Tricky's sadistic delight.

"No this belongs on Tricky, I am Tricky.....NO NO NO I am....NO I CAN'T HAVE FORGOTTEN" the showmare said before getting caught in Sprinkle's telekinetic grip who proceeded to use her as a juggling tool. Sprinkle grabbed a hold of some fire touches and juggled them along with the helpless Trixie. As she was trying to dodge the flames, white hoof shoes with red bows formed on her hoofs.

"How cute you are losing yourself. How about I help hasten your transformation." Tricky said as her horn glowed a venomous green and blasted the showmare. Trixie felt a red version of her cloak with blue and yellow stripes form on her body while a rainbow bowtie merged with the pink gem on the cloak's collar. Feeling mentally weak, Trixie could barely think as Sprinkle forced her to stand in front of Tricky's mirror to which she saw the mare in mirror cruelly laughing at her.

"Please I be...you..stop.....laughing...and turn...Tr...back" Trixie said in a weak voice. Tricky showed the broken mare the mirror again.

"Isn't this the ultimate humiliation for a pony with an ego as big as yours. Now you will have my pretty face!" Tricky said with a frightening grin. Trixie peered into the mirror once more to find her entire face slowly go from its natural blue to a pale white. She tried to wipe it off but it refused to disappear.She felt her eyelids get heavier as they became bright purple and her eyelashes curled up and grew longer while pink blush formed on her cheeks.

"Noooo" was all Trixie said before Tricky grabbed her and forced her eyes on to Trixie's own. Fear filled what was left of Trixie's mind as Tricky continued to speak.

"Face it 'Trixie', there is nothing left of you in that shell. Let me into your mind and let me drive your body" Tricky demanded. Trixie didn't seem to respond as the essence of Tricky slowly entered Trixie's eyes, the window to the soul they say. Tricky faded from the mirror as Trixie closed her eyes where she collapsed and twitched a bit. Sprinkle got her up and faced her closed eyes and smiling.

"Ready to continue the dual?" She asked before Trixie opened her eyes revealing dreaded pink eyes and insane grin of Tricky LOLmoon.

"You bet Sprinkle, the Clumsy and Amusing Tricky is ready to make everyone laugh as well as outdo you in all tricks" Trixie now Tricky said as her vision faded back to her show in front of the city hall where Sprinkle and Glimmer bowed to the crowd

"There you have it folks, Sprinkle has turned our little friend Trixie into the 'Clumsy and Amusing Tricky'. A trick courtesy of the Transformation Circus.......so go there and be amazed because no other circus is capable if this" Glimmer said as Tricky took center stage.

"Wow she really is a clown now, I should join" one member of crowd said.

"I used to work in a circus, none of the clowns there including the ones with magic could do anything like this" another member said

"Wait where did she get that cannon from?" a concerned member said. True enough Tricky pulled out a purple cannon similar to Pinkie's own but it six small barrels instead of one big barrel. She loaded the barrels up and managed to somehow shove Sprinkle into one despite the small size and Sprinkle's own protests.

"Hey folks, since Sprinkle transformed me as her trick, Tricky will outdo her by doing what any sane pony would do to a rival. Load them up with fireworks of course" Tricky said with an insane expression as she fired the cannon at a target on the side of the stage where Sprinkle and several fireworks hit it. Everypony laughed at Sprinkle's 'dancing' as she tried to avoid the incoming fireworks which lasted sometime as Tricky kept reloading the cannon until she was out of fireworks. At the end Sprinkle looked like an ashy shadow of a mare as a result of being burned and gave a mean stare towards Tricky who smiled and shrugged as the crowd laughed.

"Well Pinkie will want to know what happened her" Glimmer thought to herself as she walked back to the castle mostly to avoid becoming part of Tricky's destructive antics.

Author's Notes:

Ok, this was a big one, 6 tfs in one chapter. I decided to include an antagonist to be transformed since I haven't done that yet and look, a stallion gets transformed for once.

Edit: Mix-up has taken the time to draw the Wonderjokes. It isn't in a comic strip fashion like with TF-Circus but it has the end product: http://www.deviantart.com/art/The-Wonderjokes-574143720

Of Strings and Spinning Disks

It was getting close to night time and Glimmer made her way to the friendship castle's map room where Pinkie was practicing her juggling. There were some brownies on map table leading to Glimmer licking her lips and grabbing one with magic.

"Oooo Sweetie Belle would kill me for not sticking to my diet but there is no shame in just one" Glimmer thought as she moved the brownie closer to her mouth about to take a bite when pie was thrown into her face causing her to drop it. Glimmer wiped the pie off her face as she looked at Pinkie who was pointing at the brownie which was leaking liquid rainbow.

"Trust me, you don't want to eat anything that leaks that stuff plus me and Skittle are saving them for tomorrow's performance" Pinkie said with a smile. Glimmer gave out a little giggle before Sweetie Smiles and Rodeo Jumper came bursting in with excitement.

"Ah did what you asked Pinkie, I got Derpy to hand out flyers all over Equestria, we should have a bigger crowd for the show" said Jumper while Sweetie placed a crate on the map table.

"Skittle told me to take the crate of brownies to the circus so the audience can have something to eat but Sasha and Magic, while liking the idea of giving them to the audience, didn't want them in the circus outside of performances. Mainly for Loopy's sake so I brought them here to be stored" said Sweetie. Pinkie opened the crate to find a lot of rainbow laced brownies in small packets, it would seem Skittle's business is catching on. Glimmer, Sweetie and Jumper went to their rooms while the Wonderjokes told Pinkie that Skittle was asleep in her room to which she herself retired to her own room. Sometime later, Sprinkle and Tricky entered the castle and looked at the dimensional mirror.

"Here it is Tricky, another world in need of some clown nosed joy" said Sprinkle with her eyes half open and a wide grin.

"Does Tricky get to turn a 'human' into a joy machine, please say Tricky gets to do that" Tricky said while barely able to keep her excitement

"Indeed silly Tricky, my little student for all we need to do is turn a few humans and then they will do the work for us but for now, Equestria must be our prime focus" lectured Sprinkle. Tricky didn't seem to like waiting to turn a 'human' but as Sprinkle was her teacher she thought it best to follow her.

"May Tricky ask, who will we specifically be turning" Tricky said with curiosity in her eyes. Sprinkle grin wider as she faced Tricky and said:

"O, the two I wish to turn are......"

The next day

Within Ponyville lies a two sided house touched by the beat of dub-step on the left side and the serenity of classical strings on the right half. The sun slowly rose as classical music emitted from the house before an earth rocking beat of dubstep drowned out the sound.

"VINYL, TURN THAT NOISE OFF" said Octavia after falling off her bed. Vinyl turned her clocks alarm off causing the music to switch off before Octavia opened the door and checked the clock's volume to which she sighed.

"Vinyl, can you please lower the volume of your alarm" Octavia said while pointing to the volume knob which was on max.

"O come on Taviy, its always good to way up to sick beat in the morning" Vinyl said while stretching her legs. Octavia wondered how she either of them have managed to retain their hearing despite being exposed to the loud music through Vinyl's odd inventions such as her bass cannon and dishwashing bass although she is grateful for the bow and dubstep cello Vinyl had made for her last Christmas.

"Anyway lets get some breakfast, I am starving" said Vinyl as she ran to her oven to cook some hay burgers. Octavia made her way to her side of the living room and found a flyer. It said that the circus that moved in over a week ago was having another performance today at around 11am. Octavia hadn't been to a circus in years due to her cruel racist unicorn parents forcing her to play at the concert hall every week and using a story about summoning an entity who will used hooks on strings to painfully control her and make her play. She was lucky the butler and cook had sympathy for her and managed to take her to a circus in secret with the parents being none the wiser. Octavia shook off those memories as Vinyl spoke.

"Hey Octy, you want to go to the circus with me, you could use the rest given you have been practicing for the concert you are in tonight" Vinyl said with a face showing concern.

"Its fine, Vinyl and no I am not going, I still need to practice and get this done perfectly even though I am not very fond of performing for high class snobs" Octavia said with some disappointment in her voice. Vinyl gave her friend a hug to comfort her and telling her not to get overly stress over it. The burgers were ready and they both sat down on the dinner table to eat while listening to a mix of dubstep and classical music and shortly after that It was 10:30am and Vinyl left the house, telling Octavia she would bring her something nice and made her way to the circus. While passing the hotel Hay and Stay, she saw Iron Will and Bulk Biceps (who she prefers to call Snowflake) talking about becoming strongmen for the circus to which Vinyl found funny before she saw three figures leaving the hotel. One was a brown and grayish white female griffin who's feathers on her head were flat and she was wearing a headband with a yellow shocked face as well as blue eyes. She was flying and snuggling with a blue pegasus stallion with a whitish blue mane (from what little Vinyl could see of it) which was covered by what looked like a 'aviator's hat and goggles' from human mythology and had green eyes along with a hot air balloon cutie mark. The last one with was walking with them was a dark grey unicorn mare with a long dusty brown mane and tail, she had brown eyes and a cutie mark that was simple a brown eye as well as small glasses. They also seemed to be heading towards the circus.

"Where have I seen them before" Vinyl thought to herself before continuing on. There was a long line of various races waiting to get in from minotaurs to ponies to centaurs to griffins to sirens to donkeys and changelings and so on. Vinyl noticed some activity around the back of the tent and decide to take a look. She saw what looked like a clown human and a magician mare were pushing a large crate saying 'Skittle's Enterprises' in to the tent.

"Caty, are you holding Loopy down" asked Sasha impatiently. Vinyl manged to catch another voice from inside the tent.

"Yes but hurry, even with the strength of everypony here, she is putting up a strong fight" Caty said in desperation as Magic and Sasha pushed it into the tent. Vinyl heard what sounded like a bank vault's door being shut and locked as well as this 'Caty' telling Loopy that the contents are being placed in there for her sake. Vinyl shrugged and walked back to the line which most had already gotten into the tent.

"Are those brownies, I love brownies" Vinyl said with a smile as she spotted a plate, she also noticed a small sign above it saying:

'Please eat only one, you won't be able to tolerate more than that'

Vinyl took two so she could give one to Octavia and proceeded to the stands. She found a seat and ate her brownie but noticed other members of the audience who ate the brownies had the heads quickly switching colour as well as complain about them being spicy. These effects happened to Vinyl but due to her having her fair share of drinking tough drinks and partying when she was a little younger, she manged to tolerate the effects and loved the spicy burn afterwards.

"Dammmmmm, this stuff would be perfect for bars and parties. Octy is going to love these" Vinyl said while picturing Octavia's reaction to the brownie. The show was about to start and Sprinkle walked out of the curtain alongside Sasha, Pinkie and Magic.

"Welcome to the TF circus everyone, are you all ready for some fun" Pinkie said while tapping all of her hooves. The crowd gave a clear yes before Sasha opened her mouth

"But before we start, I would like a volunteer to come up on stage" she said. The crowd all put their hands, claws and hooves up although the grey unicorn from earlier was having one of her hooves forced up by the griffon and pegasus causing her to blush. Sprinkle scanned the area with her eyes and noticed Vinyl holding up her hoof in the crowd.

"That is the one we want Magic" Sprinkle said telepathically.

"You there, white unicorn with the purple shades come on down" said Magic. Vinyl walked towards the stage as Sprinkle hid a clown nose under her dress while Vinyl made her way towards the stage with all eyes of the crowd on her.

"So you must be the famous DJ PON-3, is that correct" said Sasha

"Heck yeh, say how do you make these brownies, they taste like a night at a gig if it were food" Vinyl asked. Sasha looked to Magic with a nervous smile who simple nodded no.

"Its a secret, lets leave it at that" Sasha said with a nervous chuckle while thinking about what would happen if Loopy found a new place to get Rainbow Brownies. Magic proceeded to speak.

"The reason we asked for someone in the audience is because we want to introduce a new segment at the beginning of each show where our lucky volunteer gets to perform as a clown beside us performers for the whole show" before Pinkie interrupted.

"And maybe join the circus full time where more will laugh until their throats become soar" Pinkie said with some excitement. Magic sighed at the interruption.

"Tactically put, Pinkie because its not like those brownies have likely already made some of the audience near mute from the burning" Magic thought in a sarcastic tone. Vinyl thought for a moment, she had never really engaged in acrobatics, juggling or any of the tricks that clowns typically do. She did once watch Octavia's cousin Fiddlesticks perform as a rodeo clown once but that was a while ago and Vinyl didn't consider herself as agile as Fiddlesticks to be a clown.

"Well it could give Octy a laugh and its always good to do something new plus I could get more publicity from this" Vinyl thought before looking at Sasha with a smile.

"Ok human, I will give it a go so clown me up" Vinyl said before Sprinkle placed the nose on her.

"As you wish, Silly Spinner the techno clown" Sprinkle chuckled. Vinyl felt a slight tingle before the circus suddenly turned into a colorful nightclub version of itself. She saw a DJ booth just near by and proceeded to walk up to it when the light blue streak on her mane and tail turned light red and after which started glowing like a glow stick along the blue parts of the mane. She noticed a full body mirror on the wall behind the DJ booth where she noticed the changes.

"O man, I am digging the the glowing mane through I am not sure about red" Vinyl said. She turned to DJ booth and noticed that all the attendants at the gig dressed as various circus performers including Octavia and Fiddlesticks. They waved to her causing Vinyl to blush at her friend's clownish appearance. She noticed a colour-shifting glow stick with a ring linked to it which change colours at random and Vinyl decided to let it dang from her horn. Suddenly a rubbery suit form around the front half of her body, the same substance found in the glow stick was also in the rubber suit and change colours to match the sticks. She looked in the mirror and giggled.

"Octy will surely laugh at me now" Vinyl said as she began to switch the booth on, playing a dubstep version of typical circus music. The lenses of her glasses turned rainbow coloured and her mane curled back while a rainbow bow kept it in place. She noticed a box of juggling balls in the booth and began juggling them while some electric streaks formed on her back legs and flank which ere animated. She turned to the mirror again.

"I am really starting to enjoy this clown stuff" Vinyl said as she noticed a case saying 'Dubstep gun, it really works, ACME corporation' to which Vinyl opened as she grin with joy while feeling like something was being rubbed on her face. Red jagged lines had formed on her mouth making it look like she had a glasgow grin while dark blue eye shadow formed on her eyelids and pink upside triangles formed under her eyes. She took the gun and began firing it into the crowd, causing colourful blasts to engulf the crowd while Vinyl laughed wildly. Upon finishing this, she saw the crowd were all on the floor with happy grins on their faces. Vinyl turned to the mirror and removed her glasses to find her eyelashes had curled, the nose was dark blue, her cutie mark was now a disk with a red button that said press me and her eyes were now pink. She gave a big smile before the world shifted to find the circus crowd were both amused and confused.

"Hello everyone, who is up for a wild show by yours truly, Silly Spinner" Vinyl, now Silly Spinner announced to the crowd. They all cheered and the rest of the clowns apart from Caty and Loopy enter the show, performing well as usual although Magic was wondering where Caty and Loopy were. After a few hours of this, the show was over and after the crowd had left, Spinner asked Sasha for a clown nose to take home which she complied. Spinner went home to Octavia while Sasha and Magic found Caty tied up in a barrel.

"What happened Caty" Sasha asked after getting her out.

"It was Loopy, she tied me up and threw me in here and I am not sure where shes gone" Caty said with worry.

"I have a good idea of where she is" Magic said as she opened the safe door. She found Loopy now a lot fatter than before next to an empty brownie crate. Magic frowned at Loopy who simply smiled nervously at Magic's piercing gaze.

"You know, this stuff should be outlawed as a drug but I will get the juicer" Magic said in annoyance.

Meanwhile, it was 4pm and Octavia was still struggling with the song she had to play tonight at 8pm. She felt like throwing her cello out the window in frustration.

"O I wish I went with Vinyl, I really should just stop playing for those snobs in Canterlot and play here instead" Octavia said. The door swang open causing Octavia to jump with fright and land on her flank. She got up and was about to tell Vinyl to stop slamming the door when she noticed her friends goofy appearance.

"Hey Octy, you like what you see" Spinner said while honking her nose causing it to shock her. Octavia tried to hold her giggling in but couldn't causing her to giggle out of control.

"hehehehe, Vinyl why are you dressed like that" Octavia asked

"I am called Silly Spinner now and I thought you needed some cheering up given that concert you clearly hate, plus brownies" Spinner said with a grin and giving her the brownie. Octavia giggled again before speaking

"Thanks, Viny.... I mean Silly Spinner, you know I like brownies" Octavia said. She ate the brownie but gave the reaction that everyone normally gave when eating them.

"What was in that brownie" Octavia said while trying to tolerate the spicy burn. Spinner chuckled before pointing out that being a clown involves a few pranks. Octavia couldn't argue there before speaking again.

"Why have decided to be a clown, I thought you preferred being DJ" Octavia asked, curious of Spinner's answer.

"They have this thing where the circus allows audience to join in the show, I was the lucky one and I have grown to like it. I may even make it part of my DJ career. Thinking of that maybe you should be a clown too" She said. Octavia didn't know what to think. Her being a clown would be a joke alone. She wasn't very colourful in appearance and she did classical music which tends to be too formal for a chaotic clown act.

"I don't think that would be a good idea, I am not circus material Spinner" Octavia said before sighing and speaking again. "I will admit though it would be more fun to do than most of the concerts I have been having recently as audience are a bunch of uncaring snobs who think my charity towards kids is stupid.

Spinner thought for a moment before taking out the nose. "Octy, just wear this nose, you will make a good clown I am sure".

"Well if you think so than place on my nose". Octavia said. Spinner did so and Octavia's vision shifted to what looked like the very concert hall she was going to perform at. She could see the usual snobby unicorn high class crowd who were hurling insults at her.

"Get off the stage you mudpony"

Octavia winced at the insult as her mane and tail began to turn pink with light red streaks, it curled up to appear should length. She turned back towards the curtains where a mirror was standing, she saw her new mane and her clown nose had turned pink and strangely felt happy with it. She turned to the crowd and decided to put a lot of force onto her her cello's strings with her bow causing the a nasty scratching sound much like scratching nails on a chalkboard. The crowd held their ears in pain and started to scream as Octavia smiled while the concert hall seemed to become brighter and foals were visible outside the windows.

"How cute, the little ones want in, they would spice up you stupid snobs" Octavia said, she was surprised to say that yet she felt no fear and no remorse for insulting them. Her fur coat turned bright white as her bow tie grew in size and turned rainbow coloured as another snob spoke.

"Keep those brats out, this is a private and respectable hall"

Octavia had turned to the mirror and admired the new white fur before turning her gaze to the crowd with a smile on her face, she noticed the waiters and waitresses didn't seem too fond of the current audience and seemed eager to let the foals in. The concert hall grew brighter as the night was turning to day and more children were visible.

"Let those children in, the crowd we currently have is not respectable enough" Octavia giggled as the waiters and waitresses nodded and ran to the doors, trying to get them open. A mismatched purple, pink and blue dress with red buttons formed on her body with the skirt covering her flank. Red and blue socks formed on her hooves and legs while purple shoes formed on the hooves. A quick check in the mirror and Octavia took the time to admire the outfit. She turned back to find some of the door had been broken and some foals had gotten in.

"This is a lot better than this rubbish you snobs want me to play, at least I don't use others like puppets" Octavia said with joy. She noticed her parents were in the crowd and had clear anger on their faces.

"Octavia, stop humiliating the family with this stupid act and do as your told" her mother said before her father talked "and get that stuff off your face you little brat"

Octavia was confused by this before looking in the mirror again and seeing what her father was talking about. She noticed pink blush and eye shadow had formed on her face along with curled eyelashes and purple triangles much like Spinner's own. She gave the widest smile she had ever had and turned to her parents.

"You know" Octavia said while ripping the strings from her cello "I think I may manipulate some ponies as puppets just this once" She said with a grin, Her parents were taken aback by her grinning before talking.

"That is it, we are setting off your collar". The parents use their magic to activate the collar but only end up shocking themselves. They are dumbfounded by this result before Octavia seemed to throw the strings at them. They pierce their skin and fuse with the bone as Octavia began pulling on the strings allowing her to control their movements and force them to come to her. She move her head close to their ears and said:

"You are in my world now"

Octavia gave a creepy grin as the foals finally got in and it seemed to be daytime before forcing the parents to entertain the foals through humiliating acts. She laughed and laughed as she pulled the strings to make the parents whack each other with the now string less cello and her eyes slowly turned pink and her cutie mark turned into a marionette. A filly approached her with the dubstep cello.

"Thank you, Grinning Marionette, I love this birthday party you threw" the filly said

"It has been my pleasure little filly" Octavia, now Grinning Marionette said with joy as her vision turned back to normal. She saw Spinner cooking up some pancakes.

"Hey Spinner, you were right I do feel better like this" Marionette said as she cuddled Spinner. Spinner responded with a kiss to the cheek before asking "So what you going to do about the concert".

Marionette turned to see a case containing other instruments as well as the dubstep cello and thought up a plan.

"Spinner, would you please accompany me to the concert hall and help carry these instruments. I think we can really liven up the performance" She asked. Spinner grinned as she tried figuring out what was on Marionette's mind.

"Ok but first pancakes then concert". Spinner said with her belly rumbling.

Author's Notes:

Well this was a little dark. While I was writing this my mind shifted to an old fanfic I like called 'A puppet to her fame' which in my opinion has the cruelest interpretation of Octavia's parents so I have placed some references to it in this chapter.
A link to 'A puppet to her fame fanfic' http://www.fimfiction.net/story/89729/a-puppet-to-her-fame
Also links to Pony Tales reading of said fic (The music and voice acting really set the mood)
Chapter 1: https://www.youtube.com/watch?v=5hkZSSU3zts
Chapter 2: https://www.youtube.com/watch?v=Gsrn0QTG43I
Chapter 3: https://www.youtube.com/watch?v=b7X-aI4mE5c

By the way, do you know where the griffon, unicorn and pegsus are from?

A lively concert to remember

It was 7pm in the Hoofgang memorial concert hall in the heart of the city of Canterlot. Grinning Marionette and Silly Spinner were setting the place up for the concert happening within an hour. Spinner was working on decorating the stage and seating area despite a sign saying that the seating area is not to be tampered with while Marionette having knocked down the door to the tool storage room (with a trumpet no less) and started to wire and fuse the many instruments they had brought with them together. Eventually she linked them all to Spinner's mobile DJ table and some amplifiers to her dubstep cello.

"This should brighten up the night and be a barrel of laughs" Marionette said with a chuckle before hearing Spinner calling to her.

"O Marion, come look at what I managed to build" Spinner said. Marionette made her way to the seating area where she noticed a strange grid on the ceiling. She looked further to find a set of strings hanging from one part of the grid close to the entrance and looking down them she saw Spinner waving while standing next to a strange creature which was held up by the strings. It had a face which was chalk white and purple lines under the eyes, the eyes and smiling mouth were hollow and had red dots on the cheek area while having small red lipstick. The rest of the body mostly black in colour with the arms and legs having whites stripes on them and the buttons being white and it looked somewhat like a very lanky human.

"Is that what I think it is" Marionette said with excitement,

"Yes indeedey, it is a real marionette on strings, it can be set to entertain or to serve. Its a marionette for my Marionette" Spinner said with pride. She switched it on and white dots became visible in the marionette's (or puppet's) eyes, it turned towards Spinner while waiting for a command.

"I would like a rainbow brownie please" Spinner ordered. The puppet stood still for a moment and after a few seconds, the ding of a microwave was heard and a tray with a brownie came out the mouth and the puppet grabbed it with his hand and gave it to Spinner. She ate it and the usual effects happened.

"Sick burn as always, also Marion, if you want to know where I got the recipe I engaged in a bit of pick-pocketing on that pony named Magic. Recipe also had a note telling Magic not to give it to anyone but I guess who every made these should think about who should safe guard their stuff" said Spinner. Marionette wasn't overly pleased with the theft but knowing it will be something new for the audience to try, it could help the show.

"This thing could be revolutionary, why have pony waiters when you can have this serving you. I wonder at times why you never went into the technology industry give all this crazy stuff you have made" Marionette said while hugging Spinner, nearly strangling her. After few pokes, she loosened her grip before Spinner opened her mouth.

"Thanks Marion but say, have you managed to make your little project with those instruments. The train conductor didn't like the mess we made when we dropped them and that alchemist you visited before we got here was getting a little suspicious as to why you....bought her entire stock" Spinner said out of curiosity. Marionette smiled and dragged Spinner behind the stage curtain where she showed her the musical invention. In the center was the DJ booth with amplifiers on each sides, the amplifiers were glowing a bluish red as they were being filled with an unknown substance through tubes linked to a large tanker. The cello was also linked to this tanker while the instruments that were brought in had been fused in different ways with other objects. Brass instruments had been fused with different colour laser lights and controlled air tanks so that when a note is played, the lights will change colour according to the notes played. This manipulation of colour and light was capable of mimicking illusion magic and drums were linked to bubble machines which when hit by the automatic drum sticks will cause bubbles to be rapidly fired with the size of the drumquake determining the size of the bubble which can trap ponys inside.

"Well you have been busy Marion, do they work?" Spinner asked

"Let me show you" Marionette said as she pushed a button on the DJ booth causing it to start playing music, she beckoned Spinner to have a go and Spinner started DJ-ing. She found buttons on the dash board to control the linked instruments and as she continued to DJ, the disks and amplifiers began to glow blue as a nose started to spawn. Spinner stopped and grabbed the nose and looked at Marionette.

"You said I was good at technology, you are not bad yourself" Spinner said in amazement.

"Why thank you Spinner, I hope this will help show tonight's audience how we do things now" said Marionette with a wide grin. Spinner knew what was on her friends mind and smiled back before returning to do work on the seating area and stage.

"Yo, puppet lets get this place finished up" Spinner said to the puppet as Marionette watched on.

One hour later

The concert hall looked a lot different from how the two clown musicians found it. The plain red stage curtains now had the comedy mask on the right curtain and tragedy mask on the left curtain. All the seats had a whoopee cushion built in to them, there were three addition puppets in the seating area and Marionette had given the interior a circus paint job. The audience started to come in, there were two notable ones in this crowd. They were both grey in fur colour with with the mare having a brown mane and the stallion having a black mane. They wore unimpressed expressions and walked with an air of superiority with the mare's cutie mark being a conductor's stick and the stallion having a violin cuties mark. These were Octavia's parents Mainus and Lara Melody whose cruelty and criminal nature mixed with stereotype high class personality is only match by the Bluebloods. They were accompanied by their aging earth pony butler Helping Hoof, a stallion who did his best to protect Octavia from her mother's beats and gave her love when her father did not during her childhood. He always enjoyed listening to her play even when her parents merely saw her skill as a means to an end.

"Helping Hoof, I don't want to see you running off to my daughter backstage. She is not to be corrupted by your stupid views of 'charity' and 'giving back to other' you understand" said Mainus.

"Understood master" Helping Hoof said while speaking in his head "hey I also know somepony else called Mainus. He just spells his name differently and is part of my own body". Lara looked at the concert with clear disgust at its more cheery appearance.

"What a disgrace, that mare has no sense of class anymore, maybe a few more beatings should knock sense into that mud pony" Lara said. Helping Hoof cringed at the racist insult but hid it from view before making threat in his head "One, Octavia has a little something called imagination to actually make music not that 'proper' stuff you conduct and two, I maybe old but that doesn't mean I can use that mud pony strength to tear that horn off and shove it up your flank".

Helping Hoof noticed Fancy Pants, the noble who can truly be called a noble, had entered that concert hall. He seemed to be bewildered at the puppets who were offering the audience some brownies. Fancy took one and ate it leading to his head flashing different colours before he ran to the nearby fountain to cool his throat down. Helping Hoof approach Fancy to say hello causing him to jump with shock.

"Well hello Helping, I didn't see you there, how have you been" Fancy said still trying to cope with spicy taste.

"I could be a lot better given I am still with these flank lickers" Helping Hoof said while pointing towards the Melody couple. Fancy wasn't surprised, he heard a lot of shady things about them such as bribing guards and ordering the deaths of many just to climb the political ladder or gain more stuff that they don't need.

"I have to admit, I am glad you were in their service Helping despite what they done as without you I doubt Octavia would have had any happiness in her childhood. Heck I am surprised that you didn't kill them given your history of offing those who exploit what they have" Fancy said, causing Helping to feel a little conflicted.

"Out of all of them, those two and your own were the only ones to have children and I am thankful for you using your influence to protect me but I feel you shouldn't have. I am a murderer through and through." Helping said. Fancy nodded no before pointed out an event in past.

"Helping, you were my family's own butler and you told me about how your own life had been as well as how the nobility was. It taught me how what they do would never benefit or improve Equestria so I decided that once my parents passed away, I can use the money and influence to help shape Equestria for the better as well as undo the damage my parents greed had brought" Fancy said in order to comfort Helping.

"I guess you are right anyway lets find some seats, given the changes to the hall I am guess Octavia has something interesting prepared" said Helping Hoof as he and Fancy found some seats. Upon seating on them, a loud farting sound was made, leading to the rest of the nobles frowning at them before they too sat down and their own chairs gave off a farting sound causing them all to feel embarrassed. Fancy and Helping quietly before a spot light aimed at the stage curtains and Spinner began to speak.

"Hello you boring old creeps in suits, there has be a slight adjustment to the show so please remain seated and enjoy" Spinner said as the curtains opened. Everyone stared with confusion as they saw Marionette and Spinner bow to them with Helping struggling to tell if the grinning mare with the strange cello was Octavia herself.

"Are my eyes playing tricks or is that Octavia....dressed as a clown" Helping said with Fancy giving a smile.

"I think so, she certainly is creative and seems to have that 'dubstep' loving friend which helps given that most musicians don't seem creative nowadays and prefer to play on their own for status sake" Fancy chuckled. Spinner and Marionette began playing a mix of dubstep and classical music and everyone was either is disbelief or angry that they were not getting what they wanted. None however were more angrier than Marionette's parents who knew this would do harm to their 'great' social status and began to shout at her.

"Octavia, stop this charade at once. You are mention to be playing proper music not this circus rubbish" said Mainus

"And get rid of that trashy 'mare-friend' of yours, she isn't worth it" said Lara. Marionette just smiled and continued playing while others started complaining although Helping and Fancy were more or less enjoying the show. Marionette suddenly heard a voice in her head.

"Marion, shall we send them now, the amps are fully charged" said Spinner through telepathy. Marionette turned her head towards the DJ booth amplifiers and noticed them glowing brightly and looked at the amplifiers on her cello before nodding towards Spinner. The amps began blasting red glowing light, mass producing clown noses which proceeded to attach themselves to the audience. Some tried to run but the brass lights create an illusion causing the main door to appear invisible leading to panic. Marionettes parents decided that enough was enough and attempted to get to her and take her back to their mansion for 're-training'.

"You get here right now you stupid mudpony" Lara said ready to hit her daughter with no restraint. Mainus used his magic to grab a hold of one of the chairs and was ready to throw it but was stopped when Helping charged into him.

"How dare you hit me, don't you remember who I am" Mainus said in disbelief. Helping was in no mood to hide anything.

"Yes you are racist greed pathetic excuse for a father who never cared for anyone but yourself under a deluded view of superiority due to having a horn as well wealth that you don't need. You are a clot who is always in tempertanturm when he doesn't get his way and could never just how much more his child is compared to you. I serve you no more and will protect the one I consider my own daughter while showing you just what a 'mudpony' can truly do" Helping said with fire in his eyes. Clear fear showed on Mainus's face while his wife tried to stop Helping, the puppets suddenly grabbed hold of her.

"Get your hands off me you abominations" Lara said while trying to use her magic to loosen their grip. Marionette layed down her cello and ran to the puppets controls where she command one to tie her mother up and shove her in the tool storage in the back stage. Lara cursed at her daughter while Marionette continued to play her cello. Meanwhile Helping and Mainus fought each other in the chaos, clowned nobles were running all over the place, laughing and smashing stuff up only being kept under control by the puppets. Mainus used his magic to throw objects at Helping which he managed to mostly withstand and get close enough to land a few punches but during the fight Fancy had manged to grab one of the noses.

"Maybe this can help somehow" he said before placing the nose on himself. Fancy's body began spinning and causing more damage however he did not notice this as his mind had transferred to a 'being late board meeting' kind of thing. He felt himself running near a room containing another board meeting which had a sign that said 'Please be silent'. Fancy start to sneak while his clown nose turned green only for an old alarm clock to suddenly ring and pop out of his suit pocket. It bounced around while Fancy tried to stamp on it but after a few failed attempts, he took out a huge mallet and began smashing the area trying to hit the noisy clock all in the while his mustache became longer and formed into a handlebar style.

"What is going on here" a voice called. Fancy finally hit and destroyed the clock and smiled before looking the source of the voice. It was Blueblood who started shouting at Fancy for some random stuff.

"I think he wants to communicate" Fancy said to himself before taking a tiny clown horn from his pocket which said 'squeeze gently' and squeezed it with much force causing the windows (and any glass for that matter) to shatter from the noise generated. Blueblood fainted as a result and Fancy placed the horn back in the suit. His suit turned with half becoming yellow and the other half becoming red and his bow tie becoming rainbow coloured. He made his way to the board room he was supposed to go which was labelled 'Board Room of Silly Walks' to which he encountered Glimmer Joy and Grinning Marionette.

"Hello, we started the meeting without you" Glimmer said.

"No No that is alright, what did you talk about" Fancy said. Glimmer explained about some investment into the ministry of silly walks which will help clowns improve the silliness of their act and Marionette explained how Blueblood would rather stay boring and place the investment in useless rich folk.

"Now that won't do, what is a world without any creative silly behavior" Fancy said as his mane formed into an afro and turned red. Blueblood came in having recovered from fainting and directed his eyes at Fancy.

"Fancy I know it was you who stole the files for the money transfer, where is it" Blueblood said in annoyance. Fancy was unfazed by this and pulled open his pockets.

"Have a look, 'officer' He said. Blueblood checked the pockets and found many things that shouldn't fit in the pockets on their own let alone other objects. He found a rubber chicken, a large key, a diamond, a mallet, a rocket launcher (Fancy stating he has a permit for it), an entire wardrobe, an aquamarine and a signed photo of Blueblood's wife with a love note. Blueblood was as anyone would be furious. Fancy's monicole turned into a googly eye

"YOU FLANKHOLE" Blueblood said in anger

"Hey I thought you would have a sense of humor because after all". Fancy looked around before continuing "YOU MARRIED HER". Blueblood growled at this as Fancy spun like a tornado through the nearest exit. His eyes turned pink and his cutie mark turned into a green human head who was grinning. His vision turned back to the concert hall and he stopped spinning. Fancy Pants now Fancy Schmancy saw that during the fight Helping had manage to tear off Mainus horn causing to act berserk.

"You inferior mudpony, I will blow this place up and clean it of you scum" He said. Helping was disturbed and frighted as he saw Mainus pull out a bomb and set it to 10 seconds. Fancy however spun his way quickly to the bomb and swallowed it lead to it exploding in his body, causing it to briefly expand and slowly return to normal.

"What but how, you should have been blown to pieces" Mainus said, completely astonished. Fancy simply smiled and brought out a paint brush and some paint from his afro. He painted a switch saying 'Hole to Taurus' and proceed to pull it causing a hole to form below Mainus, dropping in a cage with what looked like a weak centaur.

"Well that is a wrap folks now time for me to leave the stage" Fancy said before spinning like a tornodo and leaving the concert hall. Helping Hoof sat down trying to recover some energy after the fight while Marionette and Spinner walked up to him.

"Thank you for what you did for me all those years ago. I never forgot you Helping". Marionette took a deep breath before asking "If you need a place to stay, you are welcome at our house" Helping looked at her and smiled.

"I will stay with you, I want to leave this joke of a 'great' city" He said. The three of them headed back to Ponyville......while Canterlot was left to deal with the strange clowned noble problem and Fancy's antics".

Author's Notes:

To be honest I am not sure what to say about this chapter. I feel the tf with Fancy Pants wasn't very good and I felt that a focused a little too much on the parent conflict for Octavia/Marionette

Regardless, enjoy it anyway

Crazy Mischievous Clowns

Scootaloo was heading towards the CMC clubhouse on her scooter and she performed some tricks along the way. On her way there she saw Pipsqueak holding up a paper and yelling

"Extra, Extra Canterlot bombarded by insane clowns"

Scootaloo sped off a ramp and managed to grab a hold of the paper in midair before continuing on. Upon arriving at the clubhouse she was greeted by Sweetie Belle and Apple Bloom.

"Hey Scoot, ah have been talking with Sweetie Belle about who we will help in getting their cutie marks. Do you have any ideas" said Apple Bloom who was eager to help somepony but Scootaloo shook her head before showing her friends the paper.

"No time, you should take a look at the paper" she said. All three of them looked at the the paper entitled 'Clowns flooded the streets of Canterlot, bringing colourful chaos to all'. The paper detailed how the concert hall was considered the source of the clowns, how the guards tried to stop a spinning Fancy Pants from causing more public damage (but ended up getting caught up in a strange dancing session) and that Lara Melody was found tied up and her husband's horn being found. Lara has been arrested on suspicion that she and her husband have caused the incident with an arrest warrant out for husband to be found. There were other titles in the paper such as 'Clown clothes, a fashion tread?', 'Wild animals gone even wilder: bear juggles Ponyville's red titan', 'Three Wonderbolts and a trainee go missing: rumored to be involved in brownie making' as well as a coupon for new 'Rainbow brownies'

"Ah am not sure what to think of this, does this have something to do with mah sister is suddenly acting like a rodeo clown, she allowed a bear to juggle mah brother and ah she even used me and Granny as juggling balls" Apple Bloom said while giving off a giggle to the memory of Big Mac's terrified expression.

"Rarity has been acting like a clown too, she has turned the house and shop into a fun house that sells weird costumes. She never really was one for going to circuses due to them being messy and she thinks she is somepony called Glimmer Joy. I wonder why so many want clown clothes" Sweetie Belle said.

"And Rainbow Dash keeps making some strange brownies and she is wearing a dress outside a special event which isn't like her at all. She also has four strange stripy ponies following her as if they were her assistance or something. Also a warning don't eat those brownies, they leave a very weird burning taste in your throat" said Scootaloo who could still feel the burn from the brownie she ate. The fillies thought for a moment before Apple Bloom spoke.

"Hey did you notice that they seem to have pink eyes" she asked.

"Yeh its a little creepy with how Rarity seems to keep staring at me as if looking forward to something involving me". Sweetie Belle said with a sense of fear in her voice.

"Dash does the same thing at least when she isn't stuffing me with her brownies" Scootaloo said in annoyance.

"Ah think we should talk to them, see if they have been brainwashed by alien or something and try to stop it". Apple Bloom suggested while the others nodded in agreement. Apple Bloom ran back to her farm saying to meet back at the club house when they are done while Scootaloo rode to Dash's cloud house and Sweetie ran to the Carousel Funhouse. At the Funhouse, Glimmer Joy was working on some new designs for Sapphire Shores when the door horn (replacing the door bell) went off. Glimmer turned to find Sweetie Belle coming through the door and approach her.

"Why are you suddenly into this circus stuff Rarity, this isn't like you" Sweetie Belle said.

"Dearie, my name is Glimmer Joy and how can you not find theses outfits so fabulous" Glimmer said with a smile.

"Because they just make ponies look silly, I thought you like being formal and clean and why are your eyes pink" Sweetie Belle said. Glimmer merely giggled at Sweetie's attempts to get answers and grabs her with her magic.

"I am still being formal, I am just adding an extra touch of creativity and you my little sister are going to be my model" Glimmer said, her eyes half open and smiling which gave Sweetie the creeps.

"No, stop I don't want to dress up with you" Sweetie said while struggling against the telekinesis

"You have no choice dearie so lets see how you look in this" Glimmer said while holding up an dress, some shoes and tiara identical to her own except the front of the dress was blue instead of pink and the back was red and pink while the shoes were dark green.

"But first lets brush that mane and tail into something more suitable" Glimmer said with joy in her eyes. She held Sweetie down and began to brush her mane and tail. Sweetie tried to shake off Glimmer's grip but it was no use and after five minutes, Glimmer lifted her up and placed her in front of a mirror. Sweetie gasped as she saw that her mane and tail now matched Glimmer's own mane style apart from the colour, she tried to get out of Glimmer's grip.

"Let go of me and also I don't want us to have matching mane style" Sweetie said while struggling.

"Tsk, tsk, that is no way for a young filly to act, it is time to dress you" Glimmer said leading to Sweetie becoming wide eyed with fear as she was being forcefully dressed up before being shoved on and tied to a chair. Sweetie tried to use her magic but Glimmer placed an anti-magic ring onto Sweetie's horn, negating and deactivating the magic.

"Its make-up time Sweetie" said Glimmer with excitement as if she was a little filly dressing up her doll. As Sweetie struggled against her bindings, Glimmer painted a pink diamond on both of Sweetie's eyes much like own blue diamond eyes before placing a (non-magical) clown nose on Sweetie's own nose. Glimmer then released her and forced her to stand in front of a mirror leading to Sweetie Belle blushing at her appearance. She looked like a recoloured version of Glimmer herself except she lacked the pink eyes.

"So how dose my 'Mini Glimmer' feel. It wasn't so bad was it?" Glimmer asked with a giggle.

"I look like a doll version of you, I am embarrassed". Sweetie said, trying to hide her blushing.

"But you look so cute, I think you would make a good little clown. Foals are natural jokers" said Glimmer

"Can you please take all this off, you know I can't tell jokes" Sweetie asked out of desperation

"Ok, but first I get to take a picture of my model sister" Glimmer said while taking out a camera and photographing the Glimmerified Sweetie Belle before using her magic to remove everything from her leading to Sweetie feeling a lot better now that the stuff had been removed. This was short lived however as Glimmer began to speak.

"You wanted to know why my eyes are now pink so I have decided it would better to show you" Glimmer said. Sweetie was confused by this as Glimmer placed another clown nose on but this one was magical. Sweetie's body tingled causing her to feel a little fearful of what was going to happen.

"Don't be scared little sister, this experience will be pleasant" Glimmer said with a warm smile. Sweetie Belle's vision shifted to what looked like a backstage dressing room. She looked around to notice a poster showing a pony resembling her holding a mic with words 'Live at Ponyville theater: Singer Joy's comedy show' while her mane and tail grew longer, becoming curler and turned light red. She turned to a mirror and gasped.

"What happened to mane and tail" Sweetie Belle said while grabbing some scissors and trying to cut the extended mane while a rainbow bow formed on her tail. No matter how hard she cut, the mane would just regrow back to the length that was cut before she simply gave up and tried to open the door only to find it was locked.

"Help can someone open this door. My mane has grown for some reason" Sweetie cried before hearing what sound like Glimmers voice.

"Singer Joy, I know you haven't fully dressed yourself already" Glimmer said. Sweetie stopped trying to open the door, she wasn't called 'Singer Joy' but wondered why Glimmer called her that. A shimmering blue dress with a light purple skirt formed on Sweetie's body and her head started to hurt, causing her to have a hard time focusing.

"My name...is Sweetie isn't it and your name isn't.... Glimmer Joy its Rar....". Sweetie's mind went blank as she failed to remember Glimmer's original name. She could hear Glimmer giggling on the other side of the door.

"As much as I like your jokes, I think you should save them for the show" Glimmer suggested. Sweetie started pulling on the door as her mind slowly drifted. A collar similar to Sprinkles formed around Sweetie's neck but this one was pink and had a smiley face on it.

"Glimmer what colour should my shoes be" Sweetie asked before saying "what did.......I just say". Glimmer opened the door and took a look at her transforming sister's appearance and gave a smile.

"I think red will suit you, Singer" Glimmer said leading to red shoes forming on Sweetie's hooves. Pink frills formed on the dresses sleeves and the shoes while a tiny top hat formed on Sweetie's mane.

"I ha...love this outfit....no" Sweetie said struggling to even think properly.

"O you look so cute and funny but I know what will make it better". Glimmer said. She used her magic on Sweetie's eye lids causing them to feel odd. Sweetie looked into the dressing mirror to see light purple stars forming on her eyes similar to the diamonds on Glimmer's own.

"Well its time to get on stage Singer, I will take you there" Glimmer said

"noo...I don'.." Sweetie tried to say as her eyelash curled and her cutie mark became a laughing mouth next to a mic. Glimmer and Sweetie (whose body moved against her will) made their way towards the stage. Sweetie tried to speak but something was stopping her by forcing her to smile as she walked towards the mic. Her eyelids slowly closed and after five seconds, they opened again reveling pink eyes. She grabbed the mic with her face being full of joy.

"Hello Ponyville, are you all ready to laugh" Sweetie Belle, now Singer Joy said to the nodding crowd. Her vision turned back to the Funhouse to be greeted by a smiling Glimmer Joy.

"Well dearie, do you feel much more conformable now?" Glimmer asked.

"Yes, I have many jokes prepared to make everypony laugh, do you want to hear them?" Singer asked. Glimmer nodded and began listing to Singer's performing her mini comedy stand up show.

Meanwhile at Skittle Giggle's house/Rainbow brownie factory, Scootaloo was stuck because due to her inability to fly, she wasn't able to get up to house without assistance. She had tried to use a ramp but it wasn't anywhere near the height she needed so she decided to wait for somepony to come out. After ten minutes she managed to make a loud shout that alerted the Wonderjoke Firework Sparkler who flew towards her.

"Hello there little filly, you come here for brownies?" Sparkler asked.

"No I want to talk to Rainbow Dash" Scootaloo demanded. Sparkler pulled a face on confusion at the mention of the name.

"There isn't anyone called Rainbow Dash here you silly little chicken" Sparkler responded.

"Hey I am no chicken and stop pretending you don't know the pony with the rainbow mane" Scootaloo said in annoyance. Sparkler thought for a bit

"O you mean Skittle Giggle, I will take to her" Sparkler grabbed a hold of Scootaloo and flew into the house. It looked like a very colourful factory with different colours all over the place. She could see some needles arranged in a line that would inject the brownies with each colour of the rainbow. The smell emit from it all wasn't a stinky spell but gave off more of a candy scent although Scootaloo didn't really have time to look because she is thrown into Skittle's office well bedroom really. Upon opening her eyes she found Skittle staring directly into her own with a wide grin causing Scootaloo to jump with fright.

"Awww is the chicken too scared of the funny pony" Skittle said in a playful tone.

"Rainbow Dash why are you acting like this. You always wanted to join the Wonderbolts, not the circus." Scootaloo said.

"I decided the circus was more fun and I prefer to be Skittle Giggle you little filly. About the Wonderbolts, they are called the Wonderjokes now". Skittle said with a happy face and using her wings to pull Scootaloo towards her with Scootaloo trying to break out of the mare's grip

"But this isn't like you at all and whats this obsession with brownies you seem to have" Scootaloo asked before noticing Skittle's eyes shining at the mention of brownies. Scootaloo managed to break out of her grip and tried to get out of the room but Skittle grabbed her again and started to show her the different rooms of factory and the functions of the machine while stuffing Scootaloo with many brownies causing her to cough from the burning caused by them. They eventually come across the room where the rainbow liquid is received leading to Scootaloo wincing in fear as the room was much darker and less colourful than the rest of the factory.

"Are those......ponies?" Scootaloo asked. Skittle didn't as they watched on and saw a large human-like hand hand wrapped in unknown brown material with three needles linked to it. The needles were injecting many different ponies with an unknown orange substance that seemed to make the pony affected scream about things they fear. The screaming ponies were moved to another hand with this one wearing purple glove and had seven empty needles linked to it. Each needle was labeled with the name of a colour from the rainbow and began to sucking the colours out of the pony which turned grey afterwards. The now colourless pony was thrown into a shaft while the filled needles while removed and replaced with empty ones ready for the process to start again. Scootaloo also swore she could hear insane laughter whenever the needles were being replaced.

"Why....why would you do this Rain...I mean Skittle" Scootaloo said with fear

"O they were all fake, little chicken so come on let me show you" Skittle said as she took Scootaloo to a room where there was a large pool of rainbow liquid. Some sacks was being filled with the liquid which were then shaped into a pony of random gender. A fake mane, tail and a set of eyes were attached to sacks while a stamp would place a random fake cutie mark. Some had false wings or horns attached and once linked to the chains that took the fake ponies to the 'harvesting' room, they seemingly come to life and become fearful of their surroundings.

"How did you do this, how do these sacks suddenly become ponies and why make them go through all this" Scootaloo asked

"Those are good questions, I managed to get my good friend Twinkle Sprinkle to use her magic to create the illusion that these sacks are living ponies because it is a lot more fun than just pouring some sacks onto brownies. Maybe I can make a good Nightmare Night thing out of this" Skittle said now deep in thought.

"Rainbow please stop this, how can I convince you to become yourself again" Scootaloo asked, trying to reach out hoping to get Rainbow Dash to get back to normal. Skittle narrowed her eyes and grinned.

"You can't" Is all Skittle said before making a whistle and summoning the four Wonderjokes. She signaled them to restraint Scootaloo as pulled out a clown nose.

"Here, this will help you understand" Skittle said as she placed the nose on Scootaloo as she struggled. The WonderJokes let her go and watched in silence as Scootaloo felt her body tingle.

"Whats going on" She said as her vision shifted to a strange daredevil course made of clouds. She looked around to find herself on top of a large ramp and manage to spot what looked like Skittle on a nearby cloud. An announcer started talking, causing Scootaloo to jump.

"Good morning, good morning, good morning, crazy mares and stallions and welcome to Clownsdale Arena. Today we shall watch 'Roller' conquer this insane joke of a course that the 'happy loyal workers' at Fancy's asylum for the brilliantly insane have cooked up today" he said leading to Scootaloo becoming confused

"Is he talking about me?" She asked herself as a violet helmet with two green stripes on each side formed on her head. It also had a smiling clown face on fire in the center and her mane became longer on the back and curler on the fringe while turning dark blue with light green streaks.

"Wait, how did this....my head" Scootaloo said as her head began to hurt. Skittle flew to her and placed on her scooter.

"You ready Roller, you really are insane to want to do this" Skittle said as Scootaloo's clown nose turned dark blue.

"N....yes lets do it Skittle" Scootaloo said before saying "wait no" but it was too late as she was pushed down the ramp. While screaming down the ramp, the announcer talked again.

"Look at the crazy filly as she ramps over the very large pit of fire started by the leader of the WonderJokes, Pyro Blue". Scootaloo's wings grew in size leading her gasp with surprise and use them to fly off the scooter and land safely on a platform.

"My wings....they have grown, maybe this isn't so bad after all" Scootaloo said to herself as her cheeks were blushed pink and a rainbow bow tie formed around her neck. She started to flew through many hoops of fire with confidences as the announcer spoke yet again.

"Well it seems she is doing well but lets see how long she can last against the WonderJoke's Junk Jets, let everything you have be fired". The WonderJokes pulled strange guns from out of nowhere and began loading them with everything they could find such as items thrown by the crowd and even some ponies were somehow shoved into the small loading bin and began firing.

"Bring it on" Scootaloo said with a smile before saying "Wait no, don't shoot at me". As Scootaloo dodge the many objects and ponies being fired at her, a pink race coat with pockadots on it formed around her body and white shoes. She got distracted by this and was hit by a fired Derpy causing her to lose momentum. Her tail turned dark red with a yellow trim and became messier while the announcer spoke again.

"Lets really make this a challenge, you know what to do WonderJokes". The WonderJokes grined evilly at Scootaloo as Pyro and Fleetbutt pushed a button on their guns causing objects being fired to be on fire while Dolorain and Sparkler pushed a button to caused their fired objects to be electrified.

"Please....don...." Scootaloo said weakly before saying "Lets have some fun". Scootaloo managed to regain momentum as her cutie mark changed into a smiling pony clown on fire. She managed to fly through the barrage of laughing fire and electricity while getting hit a few times, she was able to recover. She managed to get past the WonderJokes and land on the finishing platform.

"Well that is a rap, she has done it and now give a round of applause" the announcer encouraged. Scootaloo weaved at the crowed as her lashes curled and her eyes were now pink. Her vision returned to the factory to see the WonderJokes celebrating her transformation and Skittle approaching her.

"How do you feel" Skittle said.

"I feel....I feel.....like performing many crazy stunts and making everyone laugh." Scootaloo, now Roller said flying around with her new wing.

"Would you like me to help redesign your scooter first" Skittle asked, the WonderJokes suddenly try to find some tools to help.

"Yes, lets do that first rainbow pony" said Roller with a smile

Meanwhile at Sweet Apple Acres, Apple Bloom was observing the orchard. She could see Big Mac and Granny Smith who seemed to be dressed as clowns and performing alongside a bear with Big Mac juggling some trees and Granny performing acrobatics.

"What the hay is wrong with mah family?" Apple Bloom asked herself. She noticed her sister walking into the barn who she decided to follow in. She had been told by Rodeo Jumper not to enter the barn because it was surprise and a surprise it was as Apple Bloom grew wide eyed at the barn's interior. Despite being unfinished it beard a strong resemblance to the rodeo arena she saw back in Appaloosa when she and the other crusaders were trying to clear Trouble Shoe's name.

"Applejack really is getting into this 'rodeo clown' business but this an't like her". Apple Bloom said out loud while entering the barn. As she walked in and looked for her sister, Rodeo Jumper was watching her from the top floor with a smile.

"Tsk, tsk, little sis, ah told you not to come in but since you couldn't keep your eyes and spoiled the surprise, maybe ah could get you to help me with this little project" Jumper said in her head and jumped down towards her sister. Apple Bloom jumped and turned around to meet Jumper's smiling gaze.

"Sis why ah you trying to turn the barn into a rodeo show?, wouldn't it be best to build it outside. Also ah thought you enjoyed working on the farm" Apple Bloom said.

"Well it wouldn't be much fun if it started raining during the show now would it and also ah still work on the farm while planning to do the shows when there is enough free time." said Jumper. Apple Bloom wasn't sure how to respond to this.

"Anyway did you see the show outside, ah think Big Mac is now getting along with that bear quite well now" said Jumper.

"How did you convince them to do all that stuff. Isn't Granny too old for that stuff?" Apple Bloom asked. Jumper grinned at the question and pulled out a clown nose from under her hat.

"As the 'Joker of Honesty' ah will tell you truth, ah placed a nose like this one on them and they were happy to join in". Jumper said with joy

"Is that why your eyes are pink, you are brainwashed to like all this" Apple Bloom said in shock.

"No ah am just so happy to be part of the circus" Jumper said before place the nose on Apple Bloom. Her body tingled as she looked at Jumper in terror.

"Please no, Applejack ah don't want to be a clown" Apple Bloom said as she tried to pull the nose off. Jumper smirked before stroking her sister.

"You will learn to love it." is all she said. Apple Bloom's vision shifted to walking towards Ponyville with Rodeo Jumper.

"Wait what, when did we start walking" said Apple Bloom in confusion. Her older sister heard her speak.

"To Ponyville, you said you wanted to perform your act at the school show with your friends Singer Joy and Roller. Ah do hope my little sister proves a better clown then those two fakers.

"Singer Joy and Roller, who the hay are they?" Apple Bloom asked herself in her head while her trademark bow changes from pink to rainbow coloured and her mane and tail gain pink streaks.

"Why, ever since ah got you that rainbow bow from my second show, you have always wanted to join the family business" said Jumper. Apple Bloom asked for a mirror and saw her recoloured bow and the streaks in her mane.

"Why is part of my mane pink, I don't reme..." Apple Bloom tried to complete her sentence but a sudden headache appeared, causing her to forget what she wanted to say and while that happened a small light blue frill formed on Apple Bloom's neck. She tried her hardest to take it off.

"Why won't..... ah don't want to take it off" Apple Bloom said before saying "wait what".

"Of course you don't, you always considered it your lucky frill" Jumper said with a smile. Apple Bloom didn't know what to do, she knew she would end up like her sister if she didn't do anything. As they entered Ponyville, Apple Bloom saw what looked like a blue shirt with a pink buttons and some green fat pants with red dots form on her body.

"Why is this happening, Applejack please st....how do you think I will do?" Apple Bloom unintentional asked.

"You will do fine, ah now because our family has always been good at this" Jumper said warmly. Apple Bloom realized what she just said and wanted to cry as she was unable to stop the process. They had arrived at the school house and walked to the playground area where the stage for the show was. While walking there, red shoes formed on Apple Bloom's back hooves and green shoes formed on her front hooves but she was too unnerved by the creepy grins given to her by her class mates standing near the stage while two odd fillies approached her.

"Ah see Singer and Roller have arrived" Jumper said with a smile. Large red smiley lips formed formed on Apple Blooms where she could see that Singer and Roller were Sweetie Belle and Scootaloo. She was barely able to react due to the intense headache.

"Swe....Singer Joy and Roller are you ready to put on a real show" Apple Bloom said now losing the last of her strength to fight off the transformation.

"Yes indeedey, lets get started" said Roller who gave Apple Bloom a joke hammer. All three fillies walked towards the stage while Apple Bloom's eyelashes curled and her eyes turned pink and upon reaching the stage, her cutie mark had turned into a joke hammer pounding a smiling face as her nose turned orange.

"Welcome to the show, are you all ready to laugh" Apple Bloom, now Hammer Pound said to the audience who clapped and yelled in agreement. Hammer's vision switched back to the rodeo barn where she saw Jumper trying to make some hoops out of a shovel.

"Hey can I help big sis, do you want some help" She asked. Jumper smile and nodded yes. The next day the Cutie Mark Crusaders now calling themselves 'Crazy Mischievous Clowns' met up at their clubhouse.

"Hey girls, I love being a clown, I have been do stand up with my sister Glimmer" said Singer Joy as she sand with joy.

"And I have come to enjoy these brownies as well as learning how to fly from Skittle" said Roller with a smile.

"Hey mah sister and I have been making our own rodeo show in the barn, if you want we can practice a performance there" said Hammer Pound. Singer and Roller nodded and they ran to Sweet Apple Acres. During the run, Hammer decided to let loose some details to the other two.

"Mah brother said her was going to visit Pinkie pie's family, he figured that since he is now out of his shell, he could 'help' one of the Pies get out of theirs. I think he is in love with one of them" She said with a giggle. Roller and Singer looked at each other with a smile.

"Shall we help him with poison joke, Singer" asked Roller.

"We shall see" responded Singer.

Author's Notes:

Well this took a bit to do. When I originally did Sweetie Belles TF, she was going to simply be a recoloured Glimmer Joy. I however told myself that it was too short and lazy so I was going to delete the section when I had the idea to alter some of the wording and turn it into a segment where Glimmer simply dresses her sister as a recolour Glimmer and do something else for the real TF. I am not sure about the names I picked for the CMC but I will keep them for now.

Next I may do a chapter in which Big Mac (who is clowned at this point though I intended to tell his TF in flashback) will TF a member of the Pie family. Can you guess who it is and it may or may not involve the CMC.

Shy gem and posion joke equals an angry mute

The sun shined over Sweet Apple Acres as a large earth pony stallion awoke from his slumber. He looked out the window to see the peaceful apple orchard and smiled.......at the trees laying on the ground that he had ripped out to juggle a couple of days before in a competition with a bear. He rubbed his nose and looked at a photo on the wall which showed a earth pony mare who's fur coat was light grey, her mane and tail were were of a dark shade of grey with a light shade in the middle and three rocks on her flank. She was smiling shyly at the camera with one purple eye visible in the middle of what appears to be a rock farm.

"Today is the day my little Marble, I will help you come out of your shell just as my sister helped me" the stallion formally known as Big Mac said as he looked back at that day. It happened after AJ had just got back from Fluttershy's house where Big Mac was eager to find out if Fluttershy had some way of getting rid of the crazy bear in the circus clothes but was surprised to find his sister acting a little odd.

"Well howdy there Big Mac, are ready for a show" said Rodeo Jumper

"Nope, I am waiting fo...." Big Mac stopped as he turned round to see his sister, Fluttershy and Tree Hugger who he had never met in person before where he was surprised to find them all dressed up like clowns more so with Fluttershy.

"Hello Big Macy, surprised to see me like this" Sweetie said with a smile.

"Yep" said Big Mac being unsure of what to actually say.

"In case you are wondering man, we all got turned into clowns. Our aura has changed for the better" Tree Juggler said in a mellow tone before looking at the bear who was using Granny as a juggling ball and continuing "well it seems I will have to up my game if I want to be the best juggler in Equestria" She said having quickly switched to a more excited foal like tone.

"Hey I have a suggestion, Macy here probably weighs a lot more than Granny Smith and likely a challenge to throw up in the air like one giant birdey" Sweetie suggested leading to Juggler's eyes to light up and a wide smile on her face. Big Mac grew wide eyed and only uttering 'Nope' before Juggler managed to grab him and begin throwing him in the air along with balls that Sweetie and Rodeo were throwing at Juggler.

"Wooo you go Tree Juggler" said Sweetie

"Isn't this the most fun you ever had Big Mac" said Jumper.

"Nope, Nope, Nope, Nope, Nope, Nope, Nope, Nope, Nope, Nope, Nope, Nope, Nope" Big Mac said as he was trying to find a way to get out the juggling cycle without Tree Juggler just throwing him back into it. Jumper and Sweetie laughed with each vain attempt at escaping that Big Mac tried to do until ten minutes later, Juggler decided to rest and relax by smoking a stick of candy rock provided by Pinkie. Big Mac was laying on the ground and on the verge of vomiting while Jumper and Sweetie attempted to get him on his feet.

"Now wasn't that fun big brother" Jumper said. Big Mac didn't respond as he managed to get back on his feet only to lose his balance and fall on his flank which lead Sweetie laughing as a small quake generated from Big Mac's flank making contact with the grounded wobbled the apples off the trees around the orchard.

"Well ah guess my work as been made a lot easier thanks to you Big Mac, would you like a reward?" asked Jumper. Big Mac, having manged to prevent himself from vomiting turned to look at his sister.

"What is the reward?" he asked. Jumper smiled and explained that it will help him be more open with other ponies however Big Mac refused and prepared to run only to find Sweetie standing behind him along with a group of bears. They all had unnerving grins on the faces and their gaze filled Big Mac with a sense of fear that was compare to the stare that Fluttershy/Sweetie Smiles was known for. Jumper walked towards Big Mac and forced him to face her.

"Did ah mention that you can't decline the 'reward'" She said before placing a clown nose on Big Mac's own. The world shifted in his eyes to what looked like a circus mixed in with a fighting arena. He found himself sitting on a chair in one corner of the arena and noticed another stallion in the opposite corner and the audience cheering the names 'Trouble Shoes' and 'Fat Boomer'. Blue and orange fat clown pants with red strips formed on Big Mac's body leading to him becoming wide eyed.

"What is happening" he said. He saw his sister approaching him.

"Ok Boomer, ah those pants fitting you well" Rodeo Jumper asked

"Nope" said Big Mac

"Perfect now remember what Glimmer Joy said 'If you are in trouble during the fight, you simply need to fart and the pants will inflate. You can use this to bounce your opponent away or squish them" said Jumper. Big Mac didn't know what to think of what was going on as a speaker rose that a nearby potted plant and began to speak.

"Welcome to the EUFC, I am your host the announcer that is for some reason everywhere where something is announced" said the announcer. Big Mac suddenly felt stiff in the head but also felt adrenaline pumping through him as if prepared for whatever he is here for. A green shirt with a rainbow bow-tie and white buttons while his mind became a little more focused on going against his opponent and not a moment too soon.

"Let the laugh battle begin" said the announcer. Trouble Shoes pulled out a ball and balanced on it before charging at Big Mac who managed to easily knock Trouble off. Big Mac checked the pockets of the pants to find juggling balls and a jack in the box which opened up and out came a boxing glove which hit him in the face leaving him disorientated. His mane reshaped itself to resemble a lions mane and changed yellow.

"O it looks like Boomer gone a little wonky but seems Trouble Shoes has recovered" said the announcer. Trouble shoes charged after Big Mac and managed to lifted him into the air but Big Mac remembered what his pants were able to do and made a large fart causing them to inflate and seemingly crushing Trouble Shoes. Big Mac bounced around trying to get away from his now comically flat opponent buy he was unable to leave the arena for some reason. His head hurt as white paint formed over his eyes and mouth and while distracted, Trouble Shoes stuck his hoof under the arena to find an air canister and placed his mouth on it before switching it on. As he slowly inflated, Big Mac stuck his hoof under the arena to find a rubber chicken......with Cheese Sandwich and Pinkie Pie clinging on to it.

"Hey don't take my chicken" said Cheese. Big Mac tried his hardest to shack them off with Cheese eventually losing his grip while Pinkie climbed towards Big Mac's ear.

"Don't worry, your transformation is nearly finished" she said before smiling and letting go of the chicken. Trouble Shoes had now manged to unflatten himself. Big Mac manged to bash him with the chicken and knock his 'eyes' out only to find the real eyes with gave Trouble Shoes a look of pure insanity. Big Mac while trying to avoid his opponents gaze bashed the insane stallion's right hoof only for an anvil to come out which Trouble Shoes used to bash Big Mac in retaliation. Big Mac didn't know what to do as his mind went blank and one of his eyes turned pink.

"Use the button on my hammer, big brother" said Hammer Pound. Hammer Pound threw her hammer onto the arena floor which Big Mac manged to grab. He was now enjoying the fight and pressed the button on the hammer's handle causing part of it open and a boxing glove to spring out and hit Trouble Shoes, causing him to fly out of the arena. The crowd cheered as the announcer spoke.

"Well that is a rap, the winner is Fat Boomer, I hope this act made you all laugh" the announcer said. The other eye turned pink and Big Mac now Fat Boomer bowed to the crowd as his cutie mark turned into a space hopper. His vision returned to normal as he saw Sweetie and Juggler practicing their act.

"Hey can join in" Boomer said with a smile, the other two nodded and they practiced together. After his flashback, Fat Boomer made his way towards Ponyville where he saw Twinkle Sprinkle and Skittle Giggle performing as a duo for some local foals though they seem to be in competition with Silly Spinner and Grinning Marionette who were also performing near them but they both had the foals laughing regardless. He also pasted the school where he saw his youngest sister and her two friends performing for their school though Ms Cheerlie doesn't look too sure as to way three of her students keep acting like clowns the past few days. Boomer made his way towards Carousel Funhouse and opened the door.

"O hello dearie, you must be here for that special order" said Glimmer Joy taking a clown nose off what looks like clownified chemistry station.

"Yes, when you introduced the idea of being able to program the magic in the nose to have certain effects regardless of who is wearing it, I just had to order one" Boomer said with joy at the thought of the possibilities.

"I showed the idea to Sasha who seemed to be fond of the idea if a little cautious of it but I can see why and all you have to do is place it on her as you would with an unaltered nose." Glimmer said with clear eagerness in her voice at her invention.

"Thank you Glimmer, I must get going to see her" Boomer said while placing it in his pocket and prepared to turnaround and leave but felt a hoof touch him.

"Before you go, I think you should take this" Glimmer said holding a black beret. Boomer seemed confused as to why Glimmer would think this.

"I know your confused but hear me out. I have never met any of Pinkie's family outside of Maud but your sister Hammer Pound came in with Singer Belle and Roller with a bottle containing Poison Joke. Hammer told me about Pinkie's oldest sister Limestone Pinkie who from what she said is prone to being aggressive and protective of 'Holder's Boulder. Is that true?" Glimmer asked.

"Yes but what does that have to do with anything" asked Boomer

"Well since she is prone to shouting as well as very short fused, she may try to stop you from being with Marble. Hammer thought that playing a prank on her may cool her down although if it doesn't, it will keep her quiet at least and make you laugh a little. Anyway the mime beret has been carefully treated with Poison Joke and circus magic where the wearer will take on the appearance of a mime and gain some level of skill in mimicry. It will also shutdown the wear's voice as well being only removable by the one will placed on the wearers head to begin with" explained Glimmer in a serious tone.

"This will be great thank you" Boomer said with excitement as he grabbed the beret and tried to leave again only for a hoof to tightly grip him. He turned to find Glimmer with a very serious and glaring face that would give Limestone a run for her bits.

"Boomer, under no circumstances are you to mention the beret to Sasha, she may not react nicely at its existence" Glimmer said with her tone so serious and her eyes turning red (at least from Boomers point of view) it seemed funny coming from a clown. She let go of him.

"Well that is all dearie, have fun and I hope it goes well" Glimmer said having seemingly turned back to happy as if that serious moment had not happened. Boomer left the Funhouse and walked past the school where it seemed to be over for the day, he didn't notice the CMC were watching and when he was far enough, following him to the rock farm.

"Do you think the beret will work?" Roller asked

"Of course, Glimmer always knows what she is doing" replied Singer

"And ah wanna see Limy get pranked" said Hammer. Bommer board the train with the CMC sneaking inside and one hour later, Boomer got to the rock farm. The CMC stayed on the outskirts and observed through some binoculars while Boomer knocked on the door where saw Maud answer it. She looked at him with her typically indifferent gaze.

"Hello Maud, is Marble home?" Boomer asked

"Hold on, I will go get her Big Mac" Maud said in her monotone voice. She went up stairs while Boomer took a look at Holder's Bolder in all its rocky magnificent if you can call it that. He noticed some red and white rags near the boulder and decided to wrap them around it to add a bit of colour in this farm of grey. Meanwhile the CMC had been watching the farm and noticed Limestone was working before she closed her eyes and placed her hoofs on her head as if sensing something. She seemed tensed by this and started to run towards the farm house with fury on her face where she saw what Boomer had done to Holder's Boulder.

"Hey, get this stuff off Holder's Boulder, I will not repeat myself." Limestone demand in annoyance

"O but Limey I am just brightening up the old rock, you can respect that can't you" Boomer said before Limestone charged at the boulder and ripped off all the rags.

"I don't want Ma and Pa to see Holder's Boulder in a mess so please do your business here and leave clown" Limestone said before returning to the field to continue working. Boomer stuck his tongue at her behind her back before Maud came down with Marble who was slowly walked behind her.

"Here she is Big Mac, if you need me I will be in the cottage studying rock science" Maud said before entering the cottage and shutting the door. Boomer smiled at Marble who's eyes looked away from him in shyness.

"Hello Marble how are you today" Boomer asked. Marble mumbled under her mane.

"Its ok you can talk to me" Boomer said. Marble looked at him with her teeth clenched.

"I am....okay Big Mac, its been a....long time" Marble said having become brave to talk.

"That is good, I thought that you would put smile on your shy face" Boomer. Marble thought for second, not too sure if Limestone and Maud would like a clown on the farm if he ends up doing some damage. She decided to give him a chance since he tends to be careful.

"Well you can do that if you want to.....just don't destroy anything or touch the boulder because I don't like it when my sister gets too angry" warned Marble. Boomer grabbed some balls in his pants and performed a simple juggling act, nothing too complicated. Marble seemed to smile a bit at this.

"Hey could you chuck me some of those shovels?" Boomer asked. Marble turned to the pile of shovels with a face of unease.

"Are you sure you want to, you may get hurt" Marble said to which Boomer nodded. Marble hand the shovels to him and was surprised that he was able to juggle them with ease. As she watched on she started to feel more comfortable with talking to the stallion before Boomer pointed to the pickaxes.

"I want to juggle those as well" said Boomer. Marble looked with wide eyes and thought to herself that this is just going to end in injury but decided to get them anyway. She threw them one by one towards him which he caught and juggled them along with the other stuff. Marble smiled at the mix of pickaxes, shovels and juggling balls in the air before looking towards Boomer who was now using only one hoof to keep the equipment from falling on the ground and the other he stuck out.

"Pull my hoof, Marble" Boomer said. She was hesitant at first but decided to pull it causing Boomer to fart and his pants to inflate. He started to bonce around Marble causing her to giggle.

"ha ha that was funny Big Mac" Marble said while blushing.

"Thank you and my name is Fat Boomer" Boomer said before missing one of the pickaxes which pierced a hole in the pants. The built up gas started to exit through the hole and causing Boomer to fly around the farm and Marble start to laugh like mad along with CMC who were watching from the distance. He landed on the ground just in front of Marble with their faces just a few centimeters from each other leading to them both blushing in embarrassment.

"Well did you enjoy it?" asked Boomer. Marble smiled and nodded.

"I enjoyed it very much thank" She said

"Say have you ever wanted to try it?" asked Boomer. Marble eyes widened at the question, she was never very sociable and feared being an embarrassment. She shook her head and mumbled under mane before Boomer cuddled her.

"One of my sister's friends was a lot like you. She was very shy and would often try to avoid being with ponies that she didn't know but she decide to giving clowning a try and ever since then she has been enjoying it. I think you will likely be the same if give it a try." Boomer said trying to reassure Marble but she remained uneasy about the idea.

"Well I am worried at what my parents will think of me" Marble said in a fearful tone

"What about Pinkie, she has been a clown all her life and your parents don't see anything wrong with it. I think they would be fine with another daughter deciding to have a go". Boomer said. Marble seemed reassured by this and thought for a bit. Maybe he was right and she should just give it a go rather than never know what it is like.

"Ok Bi....Fat Boomer, I will give it ago but please promise me you will perform with me" said Marble. Boomer nodded and placed the nose on the shy mare's face. Marble felt a tingle go through her body as her vision shifted to what appeared to be the backstage of a theater where she noticed a door with Boomer's name on it and gave it a knock.

"Who is it" Boomer said.

"Its Marble Pie" Marble said as her mane and tail turned silver and pink with her mane restyled itself into pigtails, held in place by two rainbow bows.

"O its you Sliver Gem, come in come in my little pebble" Boomer said. Marble entered with confusion as her head started to hurt.

"Why did you call me Silver Gem" asked Marble who looked in the dresser mirror where she saw the changes.

"Because it is your name" Fat Boomer said with a smile. Marble ignored him as she saw as an light blue shirt with purple buttons formed on her body. She didn't know what to think of this while her head felt like a weight was being push down on it.

"Uh, I feel strange.....what is happening to me" Marble said with a bit of panic as a skirt formed around her flank. It was green and red with silver streaks.

"I think its just you being a little nervous, you tend to be before a performance my shining gemstone" Boomer said.

"You are probably right my red bundle of joy....wait what did I just say" Marble said in confusion. Boomer seemed to smile at pet name as pink, orange and red striped socks formed on Marble's legs as well as purple shoes forming on her hoofs.

"Maybe this could work.....who is forcing my to say that" Marble said as red blush formed on her cheeks.

"You are of course and anyway I got you some new juggling balls to use in your act while I use these hoops" Boomer said as he brought out a box from under the dresser.

"Wait why is......thank you Boomer, you are a star" Marble said as her cutie marked turned into a gemstone with a clown face on it.

"Well shall we take the stage?" Boomer asked.

"I.....I....think we should, they came here for a show so lets give them a show" Marble said. They both left the dressing room and approached the stage curtains. Marble now Silver Gem had her eyes turn pink, her eyes curled and her nose turned blue and upon the curtains opening, her vision returned to the grey atmosphere of the rock farm.

"Thanks Boomer I feel a lot better" Silver said to the large clown besides her. Boomer took out the mime beret leading to Silver getting curious about it.

"What is that hat for, Boomer" she asked.

"O we are going to play a prank on Limestone, just take it and follow my lead" Boomer said.

"Hey look, they are going to use it girls" Hammer said with joy leading the others to watch with a smile. Boomer proceed to touch Holder's Bolder.

"There now its all done, guess I should check on that clo.....ah" Limestone said as she held her head before saying "That annoying creature, I will show him not to touch it ever gain". Limestone ran to find Boomer touching the boulder leading her to growl.

"What did I tell you" She said as Boomer smiled on.

"O sister you need to lighten up, here this will help shut that mean voice up" Silver said with a grin as she approached her sister.

"Marble, why are y....hey" Limestone said as Silver forcefully placed the hat on Limestone's head where she felt a tingle through her body. A black and white striped shirt formed on Limestone's body as well as black pants.

"hey what was...that for" she said as she noticed her voice getting quieter

"O you are going to love this Limestone" Silver said in a mocking tone. Some white gloves formed on her front hoofs and black shoes formed on her back hoofs while Limestone tried to get the beret off.

"Why won't it come off" She shouted...well would have shouted excepted her voice's volume was low enough to sound like she was talking at normal volume. Sliver couldn't help but laugh at her sister's attempts to remove the beret.

"I think this is a good look for you limey, maybe I should call you limey the mime" Silver said as she continued laughing. A red scarf with Holder's Boulder formed around Limestone's neck.

"You better get this off Marble or I am going to make you regret it". Limestone said as she was flapping her front hoofs and clearly trying to shout yet it sounded more like a faint whisper.

"O but ma and pa are going to be some amused by you now, they now have two clowns and a mime for children. Maybe Maud would join in" Silver said while fantasizing about Maud as a mime. White makeup formed on Limestone's face as well as black triangles formed on above and below her eyes. Her tail turned white while her mane turned black.

"Dear sister, take a look into this mirror" Silver said while she took out a mirror and showed it to Limestone.

"(O_O)" is all Limestone could do as her voice had completely shutdown. No matter what she did, she could not utter a sound leading her to go into a somewhat silent temper tantrum. Both Boomer and Silver laughed at Limestone's appearance as did the CMC before Maud came outside.

"Hey can you keep it down I am..." Maud said as she saw Limestone who was now out of her temper tantrum leading to Maud smiling. Maud spun her right hoof and made a move that looked like she was throwing a lasso which judging by Limestone's reaction and body movements had wrapped around her leading to her becoming wide eyed and fearful of what Maud was doing. Maud dragged her older sister inside the cottage before coming back to the front door and looking at her Boomer and Silver.

"Don't worry you two lovebirds, I am just going to have some fun for when ma and pa get home" Maud said with a grin. She shut the door while the two clown ponies made their way back to the train station with the CMC following them. Thirty minutes later, Igneous Rock & Cloudy Quartz had returned home after selling their rocks and were glad to be home.

"Ma, Pa you really need to see this" Maud said from the living room. The parents of four made their way to the room to find Maud standing with someone they just barely recognized.

"Isn't Limestone such a talented little mime" Maud said with a hint of giggling in her voice. Limestone was acting as if trapped in a box, banging and kicking the invisible box but unable to get out. Cloudy couldn't help but laugh at her while Igneous was more surprised than anything.

"Art thou have taken an interest in mimicry, I didn't think anyone besides Pinkie would be interested in that" he said. Limestone just froze still and blushed at her parents.

Author's Notes:

In case you are going to ask no the mime beret, unlike the clown noses has no effect on the personality of the wearer so Limestone is stay an aggressive workaholic. I admit I am not too sure if these TFs are very good but regardless if you enjoyed them than its ok.

I felt that it would be more funny if I turned Limestone into a mime because I could keep her aggressive personality which to me made it funnier

A lesson the foals will never forget

Cheerilee was walking towards Sweet Apple Acres because the CMC wanted to showcase a performance they wanted to show in school. She had noticed that the performance appears to be some sort of circus routine which was unsurprising considering that a lot of ponies seem to have taken a sudden interest in the circus ever since it arrived near the town. Cheerilee found herself in the town center and saw Big Mac (who she heard had now started to call himself 'Fat Boomer') with his lover also clowning with him with a big smile on her face as well as her sister who was dressed as a mime but judging by her facial expression she didn't want to actually perform mime.

"Well that is all folks" said Boomer who bowed alongside Silver Gem while Limestone Pie (who Maud and Gem renamed 'Mute Grump') folded her hoofs and looked away from the crowd to sulk in silence. The ponies watching all cheered with Cheerilee laughing at the clowns as a result of their antics. Boomer and Gem noticed her as the crowd left the area.

"Well hello there Cheerilee, ah heard you are going to see the little ones own performance at their little club house" said Boomer with Gem giving him a kiss.

"Indeed they did seem really eager to show me although a lot in Ponyville seem to be volunteering at the circus. Have you seen that arrogant mare who worked as a traveling magician, she seemed to have become more of a foal at heart kind of mare when she started working as a clown alongside Princess Twilight". Cheerilee replied before noticing Mute approaching her. Cheerilee was surprised to see that Mute was the only mime in the area and still looked annoyed.

"Ma and Pa decided that Mutey here should take time off the rock farm and maybe perform with us, I think she is really good at it" said Gem with smile while Mute pointed here hoof at her sister and then pointed to the beret on her head leading to Gem grinning.

"Not yet we still would like you to put on more shows" Gem said with a giggle. Mute looked down in annoyance while Cheerilee wondered why Mute seemed to want Gem to take the beret off but she shrugged it off. She waved goodbye to the three performers and continued to Sweet Apple Acres and when she arrived she noticed the barn was open and Rodeo Jumper was practicing with what looked like Granny Smith.

"Now how can somepony as old as here do all those acrobats, I don't think I would be suprised if Granny Smith could beat Big Mac in a hoof wrestle" Cheerliee thought before making her way to the CMC clubhouse. The first thing she noticed was that the two ramps leading to the clubhouse had been replaced with stars that were painted to look like piano keys. The clubhouse had been painted with red and white stripes to resemble a circus tent and the windows had been replaced with pink eyes that move in random directions. The front door had been replaced with one of those funhouse mirror leading to Cheerilee becoming confused as to how to get in and upon stepping on one, a musical note was made which caused the eyes to look directly at her.

"It is ok Cheerliee, they won't hurt you" She thought as she walked up to the mirror door and avoided eye contact with the eye windows. Seeing her reflection as a clown pony in the mirror, She looked for a handle but could not find one to which she tried to push the mirror but it would not budge. She sighed and noticed a button near the mirror that was below a sign saying 'Pointless Button....Warning: This button is Pointless' but despite that she pushed it which resulted in the eyes opening up and spaying Cheerliee with water.

"Eek that is cold" she said as she tried to warm and dry herself. She thought this was just going to be a prank and decided to leave but as she turned to walk away she felt six hooves grab here and drag her into the mirror. Landing on the ground with a thump and feelings a little dazed from the fall, Cheerliee started to get back on her hoofs before receiving several slaps causing her to snap out of it and noticed the CMC looking directly at her with creepy grins.

"Hi Miss Cheerliee, welcome to the Little Bottom Clubhouse" They all shouted with joy. Cheerliee was shocked at the sheer size of the area because it looked like the circus only a little small yet large enough that it shouldn't be able to fit in the whole building.

"How did you mange to fit this all in this tiny house?" She asked the CMC.

"O I manged to find Derpy and asked her to make our clubhouse like that strange blue box with the light on it that her roommate that crazy Doctor Hooves. I think it was called the 'T.U.R.D.I.S'". said Roller.

"I helped her carry all the strange junk while the doc wasn't looking. Why does he hide all those toys from us when we can have a lot of fun with these do-hicy" Singer Joy said while holding a strange object which had some sort of screwdriver built into it and made a odd buzzing sound when the tip is glowing blue.

"And with ah lot of hammers and bashing, we turned this place into our own circus and even got Discord to make that mirror door thingy". said Hammer Pound with pride. Cheerliee could not believe what she was hearing, three of her students all managed to build and create something like this that would put projects done in universities to shame.

"Well I have got to say that what you have done is impressive but I would like to see this performance you lot have been preparing" said Cheerliee. The CMC beamed at their performance being mentioned which they then quickly got all the equipment the needed and began performing. Hammer did a tightrope act over a pool of custard where she performed some acrobatics such as flips and gymnastics on the rope while Roller juggled while riding a unicycle where she would sometimes perform tricks like spinning and jumping off ramps. Singer Joy performed stand up comedy which led to Cheerliee laughing.

"Did you hear about the horse with the negative altitude Miss Cheerliee?" Singer asked while Cheerliee shrugged.

"She always said Neigh" Singer finished. Cheerliee gave off another laugh, she found it cute that these three were being jokers but in her laughter she failed to notice Roller flying directly towards her with a pie. The pie went straight into Cheerliee's face leading to the three fillies to start laughing.

"Laugh it up you three" she said as she wiped the pie from her face reveling a red nose. Singer took out a small mirror and showed Cheerliee's her face. She noticed that the red nose was linked to her before she felt a sudden tingle as her vision turned to what looked like a classroom except it was mostly grey in colour.

"Wait how did I get here" she said out loud while her manestyle turned into a side ponytail with curls and both her mane and tail turned white and blue with tetris blocks forming in different spots of the mane and tail.

"What just happened to my mane" she said as students started entering the room. They were all grey in colour and their expression was one of no emotion.

"Hello Ms Tetris" They all said as if being connected to a hive mind. Their tone was deadpanned and only made the tone of the place depressing and Cheerliee's head started to hurt.

"No no no, no school should lack all the colour and joy.....wait what, why did they call me Tetris?" she uncontrollably said. She suddenly had the urge to open the table draw where she found various coloured paint. A yellow mortar felt board hat with tassel formed on her head along while a rainbow bowtie formed on her neck.

"Ok class I think I know how to make the day more enjoyable...who is forcing me to speak" Cheerliee said as she throw some paint at the students who which caused their fur to take one different colours as well as show some level of emotion.

"Come on Ms Tetris, more joy please" one of the newly coloured foals said as they started to smile.

"For the last time my name isn't Tetris it is....what my name" Cheerliee said in desperation to recall her name. Some pink and light purple paint spilled on her which suddenly start becoming bigger and until her body (apart from her head) was covered by robe with multi-coloured stars on it.

"Girls, what have to u done to.....Come on foals lets paint the room, get rid of all this" She said, her mind having forgotten what she really wanted to say. The formally grey foals started throwing paint all over the room while Cheerliee started laughing (though not willingly) as the room became a colourful work of art.

"Ha ha ha....Plz sto....ha ha ha" She said as she faced down and her mind started to break. The foals started to laugh with her as they too started becoming more clownish in appearance while purple blush formed on her cheeks as red shoes formed on her hooves. Her cutie mark was replaced three spinning plates with smiles on them.

"I ca...take any...mo....Well wasn't that fun, now you all know how to create laughter in the world" Cheerliee, now Ms Tetris said as she lifted her head with a smile, revealing curled eyelashes, a pink nose and eyes. The foals laughed as her vision returned to normal in which she heard Roller's voice.

"Hey she is coming to reality girls" She said to the other two. The three fillies looked at their clown of a teacher as she greeted them with a warm smile.

"Thank you girls, you just inspired me on how make teaching and learning a lot more fun" Tetris said

"So what you going to do?" asked Singer Joy

"Come to school tomorrow and I will show you". replied Tetris who proceeded to leave the clubhouse while the CMC talked among themselves and guessing what will happen.

One day later

Diamond Tiara had just left her family mansion after helping the butler with some of his duties and trying to avoid her status obsessed mother. She had walked a few meters away when she heard the familiar voice of her best friend.

"Diamond, wait up will yeh" yelled Silver Spoon who was running towards her. Diamond smiled and hug her friend and they walked towards the school together.

"Hey Silver, how are you and your parents" She asked.

"Well I am fine, mother is still a strict workaholic what with her job as the head of a bank but she is alright and father is still alive and well despite the occasion injury from his firework act". Silver said in a happy tone. Diamond has always been a bit jealousy of Silver Spoon with her mother because while's Silver's mother is strict much like Diamond's own, she isn't unloving or obsessed with maintaining her high status. Diamond also found it odd that Silver's parents are very opposing to each other personality wise yet rarely get into arguments or violent deputes. She snapped out of the thoughts when Silver started speaking again.

"Hey have you seen CMC lately, they have been acting weird lately.....well a lot of ponies have" asked Silver

"Well Scootaloo or Roller as she is calling herself now gave me a brownie but whatever she put in it, it set my insides on fire. Took a lot of water before my throat cooled down" Diamond said while rubbing her neck

"But have you noticed that they and a lot of ponies seem to be dressing up as clowns?.....despite national clown day not being for another four months" Silver asked.

"Yes I have but those pink eyes they have give me the creeps. Don't most ponies here have eye colours other than pink because I don't remember any of the CMC having pink eyes" Diamond asked back at her friend leading to Silver shrugging.

"Maybe they are wearing colour lenses" Silver suggested. Diamond couldn't argue with that and noticed they were getting close to the school house. Outside the door they were greeted by Pipsqueak who looked happy to see them.

"Hey girls, have you heard, Miss Cheerliee has a surprise planned for us all today" her said with joy as he walked in the schoolhouse. Diamond and Spoon looked at each other with uncertain looks in their faces before walking into the schoolhouse themselves. While they were expecting the interior of the building to be different then what they are used to, they were surprised to find that it had not been changed at all. They both sat at theirs tables where they failed to notice the whoopee cushions on the seats.

'Pffffffffffftpt'

Diamond and Silver blushed as the rest of the foals burst out laughing at them. They turned to see the CMC pulling the cushions from under their seats placed them in a small box.

"Can this get anymore embarrassing?" Said Diamond as she placed her face on to her hooves.

"O come on Diamond just lighten up, it was only a pranks" Silver said with a small giggle. Suddenly Ms Tetris came through the door with what looked like one of Pinkie Pie's party cannon and placed it on the table, aiming towards the ceiling. Diamond could not believe her eyes that she was looking at a goofy dressed Cheerliee while Silver laughed.

"Good morning class, I hope you are eager for that surprise I wanted to show you" Tetris said. The foals nodded while the CMC smiled with glee as Tetris opened the back of the cannon and loaded it up with many different coloured balloons. They each had a circler object floating in the middle of them and each one was coloured to match the coats of students complete with their cutie marks.

"Ok everypony let us count to three.....1......2......3!!!!" Tetris said as she activated the cannon, the foals cheered and the balloons were fired in the air and upon hitting the ceiling, they gently floated down towards the front of students. Silver turned round to see a white balloon with a brown patch and a camera on it float in front of Pipsqueak where she noticed the small object within the balloon.

"What is that thing in the balloons I wonder" Silver said out loud. Suddenly the balloon burst leading to the object within (revealed to be a clown nose) to fly and attach itself to Pipsqueaks own nose. Both Diamond and Silver giggled at the red nosed little clot but stopped when they noticed him twitch and seemingly freeze in place.

"Watch and learn you two, this will be a lesson that none of you will forget" Tetris said in a demanding voice. The two filles grew wide eyed as their small friend started to change in both appearance and personality. They grew terrified as the newly clowned Pipsqueak give a wide smile and stared directly into their soul.

"WHAT JUST HAPPENED, PIPSQUEAK WHY ARE YOU A CLOWN?" shouted Diamond

"Look, his eyes have gone pink that must mean that everyone being a clown is being brainwashed to do it" Silver said having figured out how the nose worked.

"And yet I have never felt better" the small colt as he ran to the CMC. Soon the entire class were either eager to or trying to avoid becoming clowns but those trying to escape the school house found no exit. Some tried to go through the door (but it was glued shut), Some tried jumping through the windows but when they did, they were thrown back in (due to the glass being replaced with rubber) and some even tried going through the toilet (but was blocked due to being clogged up with tissue). Diamond and Silver froze as they found themselves to be the only ones who hadn't become brainwashed clowns yet but gave a sigh of relief when they looked at the ceiling to find no balloons with their marks on them. Unfortunately Ms Tetris took notice of this and grinned at them before turning to the CMC.

"You three, get the two specially made balloons" She said to the CMC before turning to some of the other clownified foals and demanding them to restraint both Diamond and Silver. As the CMC got the balloons, Tetris walked up to the two scared fillies and looked directly into Silver's eyes and in a sadistic yet comical voice asked her.

"Heads or Tails little Spoony". Tetris pulled out a gold coin and showed it to Silver,

"Heads" said Silver which caused the heads side to turn into an image of a joker faced Silver Spoon juggling. Tetris flipped the coin onto the tails side to show the same image except it showed Diamond Tiara instead.

"O ah hope it lands tails, ah sure do want to add mah shiny Diamond first to the family because we will make a great duo" said Hammer Pound while weaving her hammer with excitement with Diamond feeling embarrassed by the comment. Singer Joy didn't seem impressed by this and pointed her toy mic towards Hammer.

"But Spoony should surely go first because after all she has a funny sliver tongue when it comes to being talky talky like me" Singer said with clear pride in her voice. Roller didn't seem to be paying attention to the coin tossing as she stood next to the pink and grey balloons, muttering to herself as she was deciding which one to use first. Hammer gave her a challenging stare as Tetris flipped a coin but before it could hit the floor, Hammer hit it back up into the air.

"O no you don't" said Singer as she did the something with her mic. Neither of the two were sure if it was going to land on what they wanted so they kept hitting back up until Tetris eventually got sick of Singer's and Hammer's fighting and singled Roller to grab the coin in midair. Upon grabbing it, she showed it to Tetris to reveal that it heads leading to Singer jumping with joy and mocking Hammer.

"In your face Hammer it looks Spoony is first" Singer said as she stuck out her tongue only to be on the receiving end of angry bashing from Hammer. Roller got the grey balloon and flew towards Silver with a grin.

"Don't resist it, embrace it" she said before bursting the balloon and the nose inside flew towards its target. Silver's body tingled as the other foals let go of her where she turned and faced Diamond who was calling out to her. Her voice got quieter as Silver's vision shifted to a point where she could no longer hear her friend. Silver found herself at Diamond's mansion where a birthday party for Diamond was currently underway.

"Wait how did I get here" Silver said as her braid split up and form two new braids. The right braid turned blue, the middle braid turned green and the left braid turned yellow. The rest of her mane as well as her tail turned light red with a white stripe while rainbow bows formed on each braid which Silver failed to notice as she heard Diamond's voice.

"Hey Sliver Spoon so did you decide to act as the party clown for my party?" Diamond asked. Silver was taken aback by this question as her face turned chalk white with pink blush and red eye-shadow while the rim of her glasses turned purple.

"I never agr......yes Diamond, I just can't wait to make everypony laugh" Silver replied as her head started to hurt. Diamond let out a squeak as she smiled and went to talk to some of the party guests. Silver started to stroke her head in hope it will sooth the pain.

"Why does my head hurt, why did I suddenly say yes mid sentence and why did GAH" Sliver said as she stood in front of a nearby mirror where she freaked out at the changes. She tried hard to wipe the make-up off as trying to take off the transformed glasses but to no avail.

"I am turning into a clown just like everyone back at the school" Silver said as her necklace morphed into a red frilly and a light blue with red trimmed version of the dress she and Diamond wore when the flag carrier for the Equestria Games was being announced which she tried to tear off.

"Hey Goofy Spoony, are you ok?" Diamond asked with concern on her face.

"This isn't re.....yes I am ok I was just...stop Tiara please hel.....getting into character....no" Silver said as she struggled to think straight. Her cutie mark turned into a pair of Groucho glasses.

"Well that is good but anyway it is time for your performance, let me accompany you" Diamond said. Silver grew wide eyed as Diamond grabbed one of her hooves and began to pull Silver towards the crowd as pink and green socks along with light blue shoes formed on her body.

"Plz....no Dia...." Silver could barely say anything as her mind snapped. The clown nose turn pink as they got to the crowd to which Tiara announced her clowny friend's appearance.

"Everypony, my dearest friend has decided to entertain us allow so stuffy your face with cake before Spoony splatters it into your face" She said. The crowd turned their heads see Silver Spoon, now Goofy Spoony grinning at them with her eyelashes curled and bright pink eyes now staring creeply at them.

"Hello everypony who wants a cake to the face" Spoony said as she started throwing parts of the birthday cake at the crowd leading them to laugh. Spoony's vision returned to normal where she saw a visible disturbed and still restrained Diamond Tiara staring directly at her.

"The pink eyes....you been brainwashed and turned into a clown" Diamond said with clear distress in her voice. Spoony gave a grin at her friend and grabbed the pink balloon from Singer Joy who was still mocking Hammer about turning Sliver first. Diamond who knew what was coming tried to convince her clownifed friend to stop.

"Silver please don't do this I don't want to be a brainwash mad filly" she said. Spoony giggled at her friend's attempts to make her stop and placed the balloon very close to Diamond who was now shaking with dear.

"O silly little Tiara, I am not brainwashed I still remember all the fun times we had but this transformation is one of the funniest thing that has ever happened to me. I can't believe I refused it at first but I am glad I was turned because I can perform with daddy and even make mother laugh. I think you will like it in the end so I am going to turn you regardless what you say" Spoony said before crushing the balloon and the nose linking itself to Diamonds own nose.

"NONONONONO" Diamond said as her vision turned to the large living room in her family mansion. She saw her parents talking to Silver Spoon's parents Tea Spoon her father and Glacies Stare her mother. Tea Spoon, a dark brown earth pony with a messy (and slightly burnt up) white mane, purple eyes and a firework on a unicycle cutie mark was talking Filthy Rich about Tea's recent performance as well as some past memories. Diamond suddenly heard someone while mane grew longer and turned light blue while her tiara became rainbow coloured.

"Psst"

She heard a noise and walked to its source in the kitchen. She noticed a door to the oven moving and she carefully walked towards it while a rainbow bow-tie formed around her neck, She opened it to find Spoony with a squirt gun who sprayed Diamond's face with water.

"Oops I forgot to say peek-a-boo hehe" Spoony giggled. Diamond grabbed her heard as it started to hurt before noticing that the water on the floor was pink instead of clear. She grew wide eyed and looked at Spoony who was laying with grin in the unlit oven.

"Do you have a mirror?" Diamond asked.

"Of course Ruby Shine, here you go" Spoony said while giving her the mirror. Diamond was shocked with what she saw because besides the tie, her mane and tiara, her face had turned white. She had pink blushed cheeks, the nose was pink, her lips were ruby red and her eyelids were light blue.

"No.....I am turning" Diamond said in distress while Spoon crawled out the oven.

"O lighten up I have a idea for a prank and I want you to help me" said Spoony. Diamond noticed that her friend was waving one of Tea Spoon's fireworks in her face.

"wait no that is too dang....lets do it what it is" Diamond said before realizing what she just said. Spoony chuckled and they both observed their mothers. Glacies Stare, a unicorn with cyan fur, ice coloured eyes, black mane with a silver strip in a similar style to Silver's mane-style and a pen and paper cutie mark, adjusted the collar of her black business suit. She was being lectured by Spoiled Rich about the 'importance' of status as well as being told that Tea Spoon was not 'the right husband' to put it lightly. None of this Stare wanted to hear but kept her stern expression intact.

"I mean what made you think marrying Tea would do good for your your family's status. He was a poor homeless waste when you found him" Spoiled said.

"He is very creative and he makes me laugh. He is also the reason I have my little Silver who I love despite my tendency to be strict" Stare said bluntly.

"But imagine how life would be much better if you married somepony with wealth" Spoiled said

"I never do so because I am not a pony obsessed with chasing an illusion of becoming so high class that my ego becomes as big as my flank. You should be worrying less about your place in high class society and more caring about your family because after all you are often neglectful to your own daughter". Stare said with disdain which Spoiled couldn't argue with due to being fearful of the unicorn's icy glare. Spoony and Diamond managed to avoid being seen hid behind the sofa that that Diamonds parents were sitting on.

"OK Ruby we are going to place it under your mother's side of the sofa" Spoony whispered with a somewhat deranged grin on her face. Diamond grew fearful of her friends grin as a dress identical to Spoony's but red with poke-a-dots on it formed her body which she tried to tear off.

"No come off I don......That is a great idea Spoony" Diamond said as she shook her head trying to think straight. Spoony began planting the explosive while pink rubbery socks along with dark blue shoes formed on Diamond's legs and hooves.

"Plz mo......mother will be an......Let do it" Diamond said as her mind was on the verge of breaking while Spoony gave her the match which Diamond lit and began to place it on the firework fuse. Diamond's cutie mark turned into a rainblower while she tried to keep her mind intact.

"nooo....." She said weakly as the fuse ignited. Spoony grabbed Diamond and ran away from the sofa where Stare and Tea spotted them.

"What are you two up to now" Stare said with her eyes narrow before witnessing Spoiled Rich being shot up into the ceiling. Diamond closed her eyes and opened them again revealing pink eyes and curl eyelashes and looked back up to her mother who now had a burnt flank and was now stuck.

"Best prank ever" said Diamond Tiara, now Ruby Shine as her father and Spoony's parents laughed at Spoiled's misfortune. Ruby's vision returned to normal as she saw everyone smiling.

"Yes she is finished, lets all go put on a show" Hammer said with glee.

"What a good idea, foals help me take some equipment out and make it the best show ever" said Ms Tetris as the foals all cheered. Spoony hugged Ruby as they helped with the equipment and discussed working as a duo.

Author's Notes:

Well this took a bit of thinking to write. Anyway I hope you enjoy it and maybe I will try to transform a non-pony character next. What non-pony character should I try to transform do you think? write in the comments

Coulrophobia and an amusing rhyme

It was getting dark and Sasha was walking towards the friendship castle having left the town center after watching the foals perform their show. She was still giggling from Singer Joy's jokes but was happy to have met Miss Tetris. They had discussed how Tetris had 'convinced' her students to perform and gave Sasha an unmarked balloon. It was translucent with a black nose (somehow) floating in the center which Tetris had explained that they are like this when they haven't been configured to seek out a target and will change their appearance to match the coat colour and (if they have one) the cutie mark of the pony. She had also warned that it only works on ponies and currently has no means of targeting something like a griffin or donkeys.

"I hope Sprinkle finds a way to mass produce these toys and maybe make them turn non-ponies as well" Sasha said out loud as she hugged the balloon while thinking about the possibilities with this fun device. She opened the castle doors to find Magic on the map table. She appeared to worshiping a blue flower constantly bowing to it with the widest smile Sasha had ever seen on her.

"Um Magic, what are you doing" Sasha said with caution. Magic turned her head towards her human friend.

"Why giving this gift of the earth the respect it deserves, the one that brings bliss, the one that bring o so joyful laughter, the one thing that I have been asking for, the one that can make that noise machine of a pony finally shut up, POISON JOKE." Magic said with a creepy expression on her face. She pulled out some sort of gun that was loaded with syringes with were filled with a blue liquid and walked towards some sheets and took one off reveling a tied up Loopy with a face of fear.

"Please Magic, I won't annoy you anymore, I will be less loud, just don't inject me with that stuff" Loopy begged. Magic ignored her and fired a needle into her neck. Sasha watched as Loopy's mouth slowly formed into a painful grin who tried opening her mouth to no avail.

"Magic, I think you need a holiday, being around Loopy nearly all day is causing you to go somewhat loopy" Sasha suggested. Magic snapped out of her insanity and sighed.

"Maybe your right, I could have just taped her mouth shut after all 'Silence is golden and duct tape is silver'. I kind of messed about with mixing the poison joke with other stuff and tested one on Pinkie which caused her to go into a deranged state of mind" Magic said while pointed to a large black box. Sasha took a look through a small window on the box to find Pinkie with her back turned in a more macabre version of her clown costume.

"Pinkie...." Sasha said

"Yesssss Sasha" Pinkie said while turning towards her, eyes locked on to Sasha's own. Her mane appeared deflated with the yellow and pink having become faded and darker. Her fur was still mostly white with a grayish tone and the blush had been replaced with blood red smiling lips with Sasha hoping it is just make up and not blood due to it constantly dripping. Her eyes were glowing yellow/orange with her teeth appearing sharp and the rainbow coloured parts of her costume had become gray scaled with the pink parts between them having turn black with tiny grinning pony skulls hanging off them.The cutie mark on the costume had the balloons burst while her socks were dark red and black and a little tattered with white shoes. With the exception of the gray scaled bow on her neck, the bows were nowhere to be found and her hat had turned purple with some sort of black smoke coming out the top. The feature that frighted Sasha the most however was the clown nose which looked red but translucent somewhat looking like a crystal ball where Sasha could see a creature's head appearing in it. It was whispering to her yet she couldn't make out what it said except for one part.

"They all float down here" it said.

"What is wrong, looks like you have seen a ghost Sasha" Pinkie said with a grin. Sasha didn't know what to say.

"Maybe you want a cupcake to cure that scared face" Pinkie said pulling an odd cupcake from her costume.

"Um I will pass" Sasha said before Sprinkle entered the room.

"O I see you have met Pinkamena" Sprinkle said with a sad tone.

"Pinkamena, is this part of some split personality" Sasha asked. Sprinkle nodded

"Pinkie is short for Pinkamena and goes into this sort of depressed or deranged state when she becomes too sad. Of course Magic's experiments I think Pinkie could have done well without" Sprinkle said with a glare towards Magic who responded with a shy smile.

"I think I will go back to the circus tent" Magic said who grabbed the grinning Loopy and left the castle. Sprinkle led Sasha to her room, telling her that Glimmer Joy will take care of Pinkie. As they entered, Sasha showed her the balloon.

"This device was made by the town's school teacher, it can be programmed to seek out a particular pony and only ponies" she explained before asking "I was wondering if you can mass produce these and maybe find a way for it to seek out non ponies?". Sprinkle gave a wide grin at the request.

"Sasha this device is amazing, we could repeat what had happened at the concert hall at Canterlot, we could easily turn other nations to be like us before they could....sorry I am getting too excited, an idea like this is better than a another one that Smile's hippie friend showed me but that one would harm your lungs in the process" Sprinkle said with a smile. Sasha giggled and noticed that lab had been made in Sprinkle's room and noticed a green liquid in one of the test tube with a note next to it which read:

"Reminder: place some random plants into this liquid and sabotage it then get it back to Glimmer's shop before she finds out it is gone."

"Hey Sprinkle what is in that test tube, the one with the note" Sasha asked out of curiosity. Sprinkle gave out a sigh

"That is Glimmer's attempt to create that 'laughing venom' or whatever it is called. She seems so in love with that demented clown human although I don't really find him funny so I keep sabotaging it for fear she may use it." Sprinkle explained.

"Well do you need some help with anything" Sasha asked.

"Well there is one thing. I have an idea for a prank that I wish to play on Zecora, I kind of spied on her through the window this morning and heard her mentioning to herself that she was using some special large dark blue berries for a potion later tonight. I was wondering if you had a dark blue nose on you" Sprinkle asked. Sasha smiled and took out a red nose, crushed it completely in her hand and upon opening it, it had changed colour and showed no signs of damage.

"I am going to guess by her name that she is a zebra" Sasha said while giving the nose to Sprinkle

"How did you know?" She asked

"Zecora used to mean 'zebra' in East Africa but not anymore. I often didn't pay attention in school but somehow that information manged to get into my head" Sasha said. Sprinkle shrugged as they made their way to the Everfree Forest. It was dark and Sprinkle used an illumination spell to use her horn like a torch and see the path to lone zebra's tree hut. Sasha felt a little uneasy having heard that the animals are not known to be friendly and the thunder clouds in the area tend to set off at random. Sprinkle noticed the fear in the human's eyes and couldn't resist playing about.

"Come on Sasha, you ain't afraid of a big scary, possibly deadly forest are you" Sprinkle asked with glee. Sasha noticed her friend's mocking tone and pulled an unimpressed face.

"I am not scared, just being cautious because I don't wanted to devoured by a wolf made of wood. Can't say if that is worst then being devoured by a regular wolf" Sasha said with a smile only for Sprinkle to set off a thunder cloud.

"AHHHHHH THE CLOUDS WANT TO.....very funny just don't attract the Timber Wolves please" Sasha said. Sprinkle merely giggled as they continued on. They managed to get to the hut in one piece with Sasha keeping eyes fixed on Sprinkle in case she sets off another cloud and looked through the window where they saw Zecora placing some ingredients in a cauldron and reading from a recipe book.

"There she is Sasha, the zebra sage I want to prank with this nose" Sprinkle said with a grin.

"What exactly are you going to do?" Sasha asked narrowing her eyebrows.

"The nose goes into the cauldron" Sprinkle whispered

"Well ok if you insist on doing this but be aware that while this is intended for fun, I don't know what happens when a magic nose ends up in a pot full of other magic stuff. I am warning you that if when its put in I end up seeing clouds and a golden gate or a red fiery wasteland where I have to be with Pennywise for the rest of eternity I won't be laughing" Sasha warned. Sprinkle used her magic to cause a pot on a self in Zecora's bedroom to fall leading to the zebra to go and clean the mess which gave the pony time to levitate the nose through the window and place the nose into the bubbling cauldron. It began to bubble up wildly as Zecora ran back into the room in a panic and looking into the book only for the whole thing to explode in a colourful mess. Sprinkle and Sasha silently giggled at the unfortunate zebra before Sasha spoke.

"Well I can still talk, my body hasn't been incinerated, flesh still attached and I haven't seen some gold gates or a fiery wasteland. In other words I am happy with this prank" Sasha said while still giggling before noticing Sprinkle pointing her hoof towards Zecora who was wiping the mess off her body and yelling to herself.

"Dam that Applebloom with her messy pranks, now my broom can't clean this mess and the book has been rendered blank" Zecora shouted as she held the book now covered in the fragments of the potion completely ruined as a result. She was about to yell again when she felt a strange tingle and her mind seemed to shift through reality. She appeared to be in the center of her tribal village which she had not visited for awhile. She saw the tribe leader known as Zebazz who seems to be in an unimpressed mood.

"Well you wished to participate in this was Bright Stripes so do so now" he demanded. Zecora was confused by this as a red clown nose formed on her face leading to further confusion.

"How did I get to this sacred place, I did not sign up for the entertainer's race" She said as she tried to remove the nose to no avail. Her mohawk split into three smaller mohawks with the front half of each being blue and the back half being bright green. Her body seemed to move against her will and made her start juggling recently sharpened spears.

"No no no the seers will be most displeased when they find me shredded by spears" she said in desperation as her face became coated in tribal paint. The top half of her face turned yellow with red paint forming over her eyes in the shape of dragon wings while the bottom became green with with white and blue paint covering her mouth. Her body made her go towards another zebra who appeared as her neck rings turned in metallic golden frills.

"Here you need this for the race" the zebra said. It was a rainbow coloured amulet that glowed with a white hue and while the zebra put it on her, Zecora's head started to hurt.

"You will not....I accept this gift, may it help me become swift through this race....no" Zecora said clutching her head as the amulet vibrated, causing magic to wrap round her and dress her. An orange robe with red, yellow and blue patterns and a large grass like collar formed on her body while her ear rings turned silver.

"These clothes need to....Time for the yearly race that I will ace" She said struggling to remain in control as she headed towards the race track.

"It is time for our sacred race, on your marks, get set, go". an announcer said while blowing a starting horn. Zecora along with the other participates had to run around a track for three laps with the twist being they must juggle four long spears while running on their back legs. After two laps her cutie mark started to glow then change into a green hypnotiser.

"Go, go you slowpokes, back where you ran and show the tribe that you are total jokes" She said as her eye glowed green like her mark and the other racers who also had green eyes turned back and ran backwards causing the tribe to laugh while they go the wrong way. The hypnotic effect of her eyes disappeared, reveling pink eyes and now known as Bright Stripes. She ran past the finish line and bowed to the crowd leading to her vision to return to normal. She looked at her messy hut with a smile.

"This potion brought joy to me, I will make all enjoy this joyful liquid" She said to herself. Sasha and Sprinkle giggled at the changed zebra and began walking back to Ponyvillie.

"Well that was fun" Sprinkle said

"Yeh maybe we should fi-WAHHHHHH" Sasha said as she fell through a small pile of leaves which reveled to be covering a pit. Sasha had quickly grabbed Sprinkle but only ended up dragging her down as well. Upon recovering from the fall. they noticed they were in a pit full of a familiar blue plant and a sign that said "Stay off my property Applebloom - signed Zecora". Sprinkle panicked and quickly grabbed Sasha and flew out the pit and landing on the ground with a thud.

"I hope the joke has not affected us too much" Sasha said. Sprinkle grew wide eyed as she noticed Sasha's hair bow had been replaced.

"Sasha why is there a beret on your head" Sprinkle said as her voice seemed to be a quieter. Sasha pointed to Sprinkle's head

"I can ask the same thing" Sasha said as the same had happened to her pony friend.

"Uh oh" they both said.

Author's Notes:

I am not too sure if I should have tried Zecora yet. I am not good with rhyming and I was trying to make her outfit look somewhat like something from Afican tribes. Still I did enjoy making a clown version of Pinkemnia and letting Magic have some peace from Loopy's yapping.

Also I know it is a bit short than the past few chapters but I wasn't sure what to focus on.

The trouble with mimes, a laugh at the spa and interrogating a naughty dragon

As Twinkle Sprinkle and Sasha were running back to the Friendship Castle, their clowny forms continued to shifted into the black and white appeal of mimes as did the voices drifted further and further into silence. Sprinkle's dress wrapped around the front of her body and reforming into a rainbow coloured shirt before the colours seem to melt away and leave behind black and white stripes.

"No No No, I don't want to be a silent mime, I love being a noisy clown" Sprinkle tried to shout but came out as something close to a whisper. Sasha wasn't doing any better as her shirt did the same and its buttons seem to fade from existence. Sasha's bow-tie lost all its colours apart from red while Sprinkle's gold collar reformed into a light purple scarf with her original star cutie mark on it which Sprinkle tried to rip off as Sasha seemingly crashed into an invisible wall.

"Ow.....how can we even get rid of this 'wall' when we have not idea how to mime" Sasha complained while rubbing her head. Her large pink and purple skirt stated to shrink and soon turned into a simple white skirt just short of knee height. Black and white stripped socks formed over Sprinkle's back hoofs and legs just below her exposed flank while Sasha's own socks became completely black while her shows became red. The blue shoes on Sprinkle's hooves turned white (on the front hoofs) and black (on the back hoofs) which Sprinkle ignored as she stayed focused on the 'wall'.

"Sprinkle, do you think your magic can make the 'wall' disappear?" Sasha asked while hitting the wall. Sprinkle tried to but the transformation screwed about with her ability to cast anything. Sasha's hair changed from blue to black while Sprinkle mane and tail turned black with gray stripes. As they continued to bash at the 'wall' the blush on their cheeks faded from existence as their clown noses turned black and Sprinkle tried to find another way out through flying but they were boxed in by an invisible box. Sprinkle tried to call to Sasha but nothing came out so she tapped her shoulder only to find Sasha had the same problem. Unable to use sign language due to Sprinkle being unable to understand hand signs and Sasha being unable to understand hoof signs, they started to panic as they were running out of options as well as a few timber wolves approaching them.

The wolves charged at them but the 'wall' prevented them from getting to the clowns turned mimes. As Sprinkle's heart was beating with fear, her fur turned as white as a marshmallow while black eye shadow formed on her eyelids and her cutie mark turned from a clown face to a mime face. Sasha who had a mirror on her showed Sprinkle the change causing her to pull a shocked expression at the chalk white fur before she then turned the mirror to Sasha's own face which revealed that upside down triangles had formed under her eyes and her lips were as black as midnight. They started to have a headache as they lost their skills in clowning which were replaced with knowledge of miming. Feeling drowsy, they closed their eyes and held their foreheads for about a minute and opened them again, revealing pure black eyes. While both annoyed at the change, they quickly realize that they can now understand both each others miming. Sasha decided to call Sprinkle 'Whitelight' much to Whitelight's dismay.

Sasha asked through her hands how they were going to get out of this mess, Whitelight had an idea and pressed the 'wall' in the direction of the castle and start pushing it. The box moved and started to drag some of the dirt with it, Sasha joined in and the confused timber-wolves kept leaping at them, still being unable to enter the 'box'. After five minutes, Sasha and Whitelight had managed to make it out of the forest and Sprinkle, her horn glowing snow white and causing the invisible box to shatter like glass. The mimes smiled with relive and ran to the castle.

Back at the castle, Magic had come back to the friendship castle due to having left Sasha's mobile there (which she used to play games) but now found herself chasing after Glimmer Joy who was messing about with it after a guess of the phone's pin number. This had been going on for about 20 minutes now and Magic was getting very frustrated at the fashion clown's antics especially due to Glimmer having purchased several pizzas and sent them to the TF circus back on earth.

"Glimmer, enough of this just give me the phone" Magic demanded before a spell cast by Glimmer hit her causing her to look like a pony mare version of Ronald McDonald. Glimmer laughed as she looked through the internet on Sasha's phone (using her magic to strengthen the internet connection) and found a ringtone shop and pressed 'preview' on one of the ringtones.

"Badababaaaa I'm loving it" the phone said on full volume causing 'Magic McDonald' to blush with embarrassment and Glimmer to laugh uncontrollably. Suddenly the main doors crashed open and Glimmer and Magic turned to see 2 mimes looking back at them, they were blushing with embarrassment as their eyes were locked on Magic who froze on the spot.

"I am surprised, Magic can't stand McDonalds food and dislikes the clown even more and is that Glimmer with my phone" Sasha thought.

"Well lets take a photo of you three, I look through your messages and Sasha, your darling maid would surely love to see you as you are now" Glimmer teased as she saw Sprinkle and Sasha waving their hands and hoofs in a 'No' motion while Magic was too embarrassed to move. Glimmer with an evil grin, looked on Sasha's contacts to find one 'Yuki Pieromeido' in the list, she tapped the contact and sent a message with the photo attached causing the 2 mimes and Magic to grow wide eyed with further embarrassment. Despite the message being sent to another world, it managed to find its way on Yuki's phone.

"Wait where did all these pizzas come from" Yuki asked. She saw the newest 'recurits' eating an untold amount of pizza and only received a shrug from them all. Yuki, despite having a fondness for pizza, nodded her head in annoyance at the mess and a reseat for the pizza that apparently came from Sasha and checked her own phone.

"O I can't be mad at her, she was probably just treating us all. I hope she is having fun on that other world, this picture should be good" Yuki said as she opened the message and wide grin formed on her face. She laughed at Sasha's predicament and decided to show the new 'recruits' who joined in with her laughter. Back at the castle, Sasha appeared to be acting like a baseball pitch and threw an invisible ball at Glimmer who was grinning until (much to her shock) she was hit with an invisible ball and Sprinkle began forming walls around her. Glimmer banged on the invisible walls trying to get out while Magic (who had removed all the McDonald clown clothes apart from the make-up) approached the mimes.

"So, are you going to tell me what had happened that resulted in you becoming mimes?" Magic asked. Sasha used sign language to explain what they did at Zecora's house while Whitelight explained the cause of their transformation by pointing at the Magic's poison joke plant.

"Ah the plant is so wonderful I mean mimes are a soundless bunch so my ears can happily relax" Magic said, the 2 mimes frowned as Whitelight looked through the castle library to find the book on supernatural afflictions. Sasha on the other hand found a comic lodged between the books about the Power Ponies, she opened it up to see scrolls of recording that look like they were to be sent to the princesses soon. She poked Whitelight who had found the book and showed her the scrolls.

"Well well, it seems Spike doesn't want us to have our fun. I guess I could make use of him to lure the princesses in but that will wait until morning" Whitelight thought while grinning. She wrote a note and slipped it into Pinkie's room and reassuring Sasha she knows what she is doing.

"I don't know about you two but I am heading back to the tent to sleep after getting this stuff off my face, it is nearly midnight" Magic said as she teleported to the tent. Glimmer teleported back to her shop while Sasha removed the invisible box and Whitelight showed he the guest room and made the bed bigger for the human to sleep in it. Whitelight went to her own room afterwards to find the ingredients needed for the poison joke cure then sleep.

The next morning

Before heading to the spa, Pinkie notified Sprinkle that she got the message and has sent Derpy to 'collect' Spike. Sprinkle smiled and headed to the spa with Sasha. On the way there, they noticed another mime Mute Grumpy who was sitting on a bench waiting for Fat Boomer and Silver Gem's performance to end. They decided to 'talk' to her where she expressed surprise at seeing other mimes in the area and Whitelight motioned her hoofs to ask who the mime was to which Grump responded by pointing her hoof furiously at the two lovebirds performing nearby and showing that the beret can't come off with their permission. She also pointed to her flank which had a piece of grey paper attached to her flank with a crude drawing of Limestone Pie's cutie mark.

"She could be a good mime if she tried, I wish she would teach me" Sasha turned behind her to the source of the deadpan voice to find Maud standing behind her. Grump, remembering her little sister dragging her in the family house and having to perform for her parents, merely glared at Maud. Maud gave a small smile as she saw Silver Gem performing with Boomer.

"It is nice to see Marble coming out of her shell, Limestone should perform miming with them instead for trying to hit them with her invisible hammer" she said, her voice still deadpan. Grump tried to hit Maud with said invisible hammer only for it to bonce off her and flatten Grump instead. Whitelight and Sasha 'laughed' at the flatter pony mime. Just then Sasha had an idea, she hit the light bulb that appeared above her head (how she did that no one knew) and performed her nose spawning magic but due to the effects of the poison joke, this magic instead spawned mime berets. She pointed her finger at the beret before pointing it at Maud who gave a small smile at the thought.

"I don't see myself as being a clown trust me, Pinkie tried to turn me but the nose doesn't do anything but maybe I could make a good mime and could teach Limestone to enjoy it" Maud said. Whitelight used her magic to take the beret out of Sasha's hands and placed it on Maud's head and upon doing so, black and white streaks formed on her mane and tail. The lower half of her dress split and reformed into a black skirt while the top half reformed into the typical black and white striped shirt. A grey sleeveless blazer formed over the shirt and Maud's face turned pale white while her purple eye shadow turned grey while her eyelashes curled up. A purple scarf much like Grump's formed around Maud's neck with Boulder appearing on it and speaking of the little rock, Maud placed her hoof into the pocket of the blazer to find Boulder had been affect as the middle of him now had black and white stripes on it while one part had a mime face crudely painted on with a tiny beret painted on it. The green from Maud's eyes faded, leaving behind grayish black eyes as she felt her voice fading from her lungs however despite this, Whitelight manged to read her voiceless lips to make out the line.

"I am now Stoic Silence"

Grump face palmed at the sight of her sister's transformed body while Maud turned Stoic requested that Grump perform alongside her to which the older sister shook her head and refused. Whitelight pointed to the spa with one hoof and used the other to beckon the two Pie sisters to follow. Stoic nodded and requested that Sasha and Whitelight help tie Grump up and take her with them by force to which they obliged and while Stoic held her older sister down, Grump made many soundless screams as she tried to shake her off while Sasha and Whitelight tied her with (if one was able to see the ropes) four sets of ropes. Grump struggled against the bindings as Whitelight place 'duct tape' over her mouth (logical to a mime I guess...) and they all made their way to the spa. Upon entered the spa to find that only the spa ponies, Lotus and Aloe Blossum were there trying to get some hot rocks out of Bicep's back which had sunk through and are now burning him from the inside.

"O NO NO NO NO NO that is dam hot, I need WATER!" Biceps shouted as he began to get off the bed and charging towards the recently installed crystal empire 'mud' bath that Iron Will was in.

"No Biceps wait" Iron Will said as Biceps landed in the mud which would normally not splash but due to Bicep's size it did. Stoic however reacted fast and quickly formed a wall around the mud bath, limiting the mud's distance and saving a lot of clean up. Sasha was shocked at Maud's surprising speed while Grump and Whitelight were not surprised at all. After Stoic took the wall down, the musclebound stallion and Minotaur quickly got cleaned up and left.

"Thank you mime for preventing a huge mess" said Aloe

"Huh I never took you for a mime Princess Twilight. Word around town is you have been clowning around" chuckled Lotus before Whitelight showed the poison joke cure page in the supernatural book and pointing to herself and Sasha. The spa ponies laughed upon realizing the poison jokes involvement.

"Guess plant life prefers mimes over clowns" said Lotus

"Well given that the human made us laugh back at the circus we will do it free of charge, I really don't think miming suits you" Aloe said to Sasha leaving her both annoyed and to some extent agreeing of the comment. Whitelight gave the needed items for the cure to the spa ponies and they got the bath ready. Whitelight let Sasha go first who jumped into the bath who then emerged from the water back to her clowny self although her clothes were now soaking wet.

"Glad to be back to my old clowny self" Sasha said as she waved her rubbery arms with joy and and used some of the hair dryers to dry herself. Whitelight jumped in and like Sasha she returned to clown form as Twinkle Sprinkle and was happy to have her voice back.

"O I was afraid I would be mute forever, isn't it great Sasha?" Sprinkle asked as she began drying herself before noticing Sasha's wide eyed expression.

"What?" Sprinkle asked

"You should check the mirror" Sasha said while pointing to the nearby desk mirror to which Sprinkle looked in to the mirror and gasped. Her fur had remained white even after curing the poison joke and She also notice light blue eye shadow that matched her mane and tail. Sprinkle was not too sure how to react to it. On the one hand she had lost her purple shade of colour that she had her entire life but on the other she does look a little more goofy then before.

"You know what Sasha I am happy with this" Sprinkle said with a smile

"You are?" Sasha said with confusion.

"Yes, I think the white colour makes me look more humorous plus if I didn't like I can just dye my fur if I wanted a change" Sprinkle explained. Sasha was happy with that response she turned to the spa ponies with grin.

"Lets celebrate Sprinkle's makeover" Sasha said, her grin getting wider.

"Mimes capture the twins" She ordered. Stoic untied Grump and forced her to help tie the spa ponies to invisible chairs with invisible ropes. The spa ponies were shocked and desperately tried to break out but the rope kept them in place leaving the frightened at what is going to happen. Sasha summoned 2 clown noses and walked towards them, eager to transform them.

"We celebrate by turning you two into clowns, you will give such sweet funny endings to your clients from now on." she said. The twins looked at each other, not knowing what to do before the noses were placed on their stouts. Their visions shifted to....their spa but with a built in theater stage. They both looked at each other in confusion before noticing their manes switching and tails switching colours with Aloe's going from blue to bright yellow with green dots and Lotus's going from pink to light green with yellow dots leading to them gasping in horror.

"Why have our manes turned silly?" Lotus asked her sister. Aloe was about to answer when the door bust open revealing a gang of clowny clients want some service.

"Who are these ponies?" Aloe said as her head started to ache.

"Come on we must give them a show...wait what" Lotus said as her fur turned bright yellow and Aloe's turned light green. They felt their bodies being moved against their wills like puppets. As they did so, rainbow bow ties formed on their collars which the twins tried to rip off but the force controlling them would not allow it.

"Comey, are you having any luck stopping this?" Aloe asked leading to Lotus looking at her in confusion.

"My name is not Comey its..." Lotus said while trying hard not to forget before continuing "I don't remember my name Tragy"

"Wait that is not my name its....o I don't remember either of our names" Aloe said in fear. In the backstage area they came across a wardrobe that had 2 tutus in it. One was blue with pink stripes and tragedy masks on it and the other was reversed with pink with blue stripes and comedy masks. The tragedy tutu merged with Lotus's body as if becoming a second skin as did the comedy tutu with Aloe to which they bit at in an attempt to get it all off.

"Comey, why are you smiling like that?" asked Aloe. Lotus was trying to speak but her face was forcing her to make an uncomforable smile while Aloe's own was forced to a sadder expression. Both couldn't change their expressions as they were forced to stare into the dressing mirrors where they were shocked to see their faces turn pale white with black markings on their eyes and mouths making them look like the 'Comedy and Tragedy Masks'.

"My face, I can't do anything but pull this creepy smi.....Come sister, lets get on stage" Lotus said with her face stuck grinning

"Yes my dear...No No" said Aloe as they approach the stage. Lotus nose turned blue while Aloes turned pink and feeling very light headed they closed their eyes. Their minds covered with laughter and dancing as they opened their eyes back up revealing the joyful pink pupils. The twins now known as Comey and Tragy waved to the crowed before their vision turned back to the spa.

"Well was that fun" Sprinkle asked. The twins nodded to her

"Wonderful, this could help our business boom if we can get a stage in here. Tragy lets get some tools for our project" Comey said. Sasha and Sprinkle smiled as they told the mimes that they are leaving. The mimes followed and Grump appears to be a little happier because according Stoic, she had been teaching Grump to be a better mime as well as helping her confidence as well explain they were going perform on the town center for a bit. The mimes waved goodbye to the clowns as Sprinkle and Sasha make their way to the friendship castle to see if Pinkie and Derpy had managed to get Spike.

"Pinkie, is the little dragon here" said Sasha as they entered the castle to find a smiling Pinkie and Derpy in front of them.

"Wow, loving Sprinkle's new look and to answer your question yes Derpy captured him just before he filed this recording crystal to the princesses" Pinkie said while holding a green diamond shaped crystal.

"And as something extra, I filed an identical crystal with something to encourage the princess to visit" said Derpy with a smile. Sprinkle used her magic to access the recording. It showed that Spike used it to record the doings of the circus as well as the strange behaviors of those who have been turned, using Sprinkle's own behaviors as well as the newspaper about the clown nobles trashing Canterlot as a way of encouraging the princesses to look into the matter. He also shows a recording of documents in Pinkie's and Sprinkle's rooms as well as a document he managed to obtain through pick pocketing Sasha which all discuss a non-nonsensical plan of conquest of Equestria.

"Well well well some dragon is being such a spoiled sport" Sprinkle said to her dragon companion who was tie to one of the map table's chairs.

"Twilight listen to me, this has to stop. You are not your normal self, heck you look nothing like yourself now with that white fur. This is the sort of thing Discord would have wanted not someone like you". Spike said in desperation. Sprinkle giggled at him

"Silly, my name is Twinkle Sprinkle now and I have never felt better. I can't believe my little dragon would say such a thing about my fur" Sprinkle said false sad tone with a hint of mockery. Spike rolled his eyes.

"It is that blasted human who did this to you. Think for a second, would you have wanted to conquer Equestria? no because you protect it with your friends so that circus that helped caused this needs to go" Spike said on the verge of growling at Sasha.

"Hey those plans Pinkie, Sprinkle and me made will bring happiness to all, I should know as I learned from Deadpool just with a little less guns" Sasha said proudly causing Spike to breathe green fire at her which she just manged to avoid.

"Hey that wasn't very nice Spike" Pinkie said

"O you played a big part, I am smart enough to know that the pink eyes means your brainwashed and you just willing went with this. How can you do this to your friends plus if you two come near me, I will use my fire to send you to Tartarus" He threatened before Sprinkle grabbed his tongue with her magic.

"I wouldn't do that if I were you because the second I see that green fire the instant I will send a nose into the fire and when it ends up in Tartaus.....well you know who its going to find" Sprinkle said as her eyebrows narrowed and a very stern expression formed on her face. Spike had seen the Alicorn's stern face before but somehow her clownish appearance made it more terrifying. Spikes face shifted to one of fear as Sasha handed Sprinkle a clown nose.

"Well Spike, I think this will educate you into being more accepting" Sprinkle said developing a grin on her face while keeping her eyebrows narrowed. Spike who was struggling against his bindings and too afraid of what a certain centaur will be like once clownified, he braced himself as the nose connected to his. His vision spiraled as he felt a little ill only to find he was being used as a juggling object back Sprinkle who was also balancing on a ball.

"Isn't this fun Silly Scales?" Sprinkle asked. Spike was unable to answer as he felt dizzy from the spinning until Sprinkle dropped him and the other equipment (which included Derpy playing a musical saw, a chainsaw, a ball and a flaming torch). His scales change colour to represent the rainbow as he stroked his head and recovered from the drop.

"Wait what is this" Spike asked aloud as he found himself on in the center of what looked like a Big Top Tent with a cheering crowd. He looked around to find the other 5 of the mane 6 also performing in the tent.

"Ow my head" Spike said as he clutched his head. Red clown shoes formed on his feet as he noticed at the back area that Sprinkle was talking to a human but it wasn't Sasha yet she seemed familiar. She appeared to be a clown too but didn't look like a human from Sasha's world but he noticed a symbol on the side of her flank area which was a smiley face with at first glance looked like tentacles coming out the back but Spike realized they are meant to be flares of the sun.

"Honestly I think you would be great at doing Harley Quinn's voice" The clown human said to Sprinkle

"What can I say, I am a natural" Sprinkle responded. When this happened, blue clown pants with pink straps formed on his lower half with the straps linking to the shoulders.

"I better get Sprinkle, we must continue wit.....wait what, why am I wearing this stuff and that human was Su...oof" Spike said before being cut off by Sprinkle who charged into him.

"Come along lazy bones, you must do your unicycle tight rope ride" She said as she left Spike on one end of the rope with a unicycle. A red shirt with white frillies on the neck and wrists formed along with a blue bowtie. He started to ride the cycle over the rope and against his will, performed tricks often involving fire being thrown at him.

"Stop throwing th....come at me I can take some small flames.....No stop" He said, his mind struggling to focus. His eyes and mouth became coated in white as red smiling lips and green lids formed on them. In his struggle to keep his mind he noticed Sprinkle also on a unicycle charging at him. Almost out of instinct, he charged at her while closing his eyes and uttering a few words.

"n..noo....I....fail.....save....equestria....fro..clo...scourge" was all he could say before he crashed into Sprinkle causing them to flat on their faces on the ground. They both giggled as Spike now Silly Scales reveled his pink eyes and his vision returning to the castle. A grinning Sprinkle was pressing her nose to his green nose.

"Well Silly, do you understand what we do" She asked, he nodded yes

"Good now follow me to the tent, we have much to plan" She said as she untied him

"Yes my Lady, I was just a fool not to follow from the start" Scales said as he followed Sprinkle to to the circus tent.

"Indeed" responded Sprinkle

Meanwhile at the royal palace, Celestia and Luna along with some members of the Solar and Midnight Guards were staring at a screen generated by a recording crystal with an advertisement for the TF-circus in Ponyville. Their eyes unable to turn away from the hypnotic disk in the center as well as the words of Pinkie demanding they visit or everyone will be sad.

"Guards, cancel all appointments, we have urgent business in Ponyvillie" Both Celestia and Luna said

"As you wish" said the guards.

Author's Notes:

This took a bit to do though I will explain somethings:

Thing with mimes: I have been thinking about making some characters mimes instead of clowns as a way of adding some variation. I always saw Sasha as being frighted of becoming a mime because of how opposing their style of comedy to clowns and as a result can't be her natural self so I used it as to ensure that Sasha suffers a lit for fun of it.

Sprinkle's white fur coat: I thought up an idea about Twilight getting stuck in 'Discord Victory' world where Celestia and Luna are in their TF clown forms and brainwashed to worship him. Twilight end up getting a nose placed on her and turns into her TF clown form where all her memories of the original timeline is replaced with false memories and her fur turning white is meant to show this disconnection where she worships Discord, has no knowledge of her friends or Starlight Glimmer altering the timeline.

Mime Maud: I was trying to turn the character into a clown but as I am sure u lot will tell me, she can't be turned. I however pictured her as a mime and how she can be very silent as well as not wanting to leave her out.

Before I go here are links to Yuki (Sasha's maid), a comic strip of mime Sasha and if you wonder about the battle plan and Deadpool mentioned by Sasha here is a link.

Yuki: www.deviantart.com/art/Yuki-Pieromeido-Maid-OC-536399516
Mime Sasha: http://tf-circus.deviantart.com/art/Halloween-Clowns-2-565490379
Deadpool Battle Plan: http://heidi.deviantart.com/art/Deadpool-Battle-Plan-578256103

With that said, hope you liked the chapter

Two Royal Jester Clowns

For the passed few days, the performers of the circus had been practicing for the upcoming show which was happening tonight. They were doing this because they had received a letter saying that the princesses of the night and day were going to watch it. Pinkie and Derpy were excited they were coming as well as being glad the 'advertisement' had actually worked on the 2 alicorns. Sasha and Sprinkle were discussing (well arguing) which one of the princesses they should transform first.

"Turning Celestia first would be the better option because I know how to trick her with ease into wearing the nose plus she may have a way to resist to transformation that Luna doesn't have. We could also use Discord's affection for her to make her lower her guard." Sprinkle shouted. Sasha gave an unimpressed look.

"O come on, Princess Luna has that 'Nightmare Moon' form you told me about. If we do Princess Celestia first then she may turn to that form and no one will be laughing if that happens" Sasha argued. They both gave each other mean glares as Magic and Discord watch them while Stoic Silence and Mute Grump place 'headphones over their ears.

"I don't think I am going to make good 'bait' for Celestia as Sprinkle seems to think because chances are she will think I am the one responsible for all of this" Discord said with a frown.

"Don't worry Discord, chances are once Princess Celestia has transformed she will appreciate your colourful chaos and may even make Equestria as chaotic as you did back in the day" Magic said with smile but it didn't reassure Discord.

"Or she will just turn me into stone when she finds out her former student has gone from princess to a 'crazy out of her mind clown' trying to conquer the land which by the way you started when you turned her yourself. Although I have to admit, the transformation was a lot more creative then what I would of thought up, I would have just given her an afro mane and shoved her into a cheap clown suit and be fine with that." Discord replied.

"Why thank you Discord but are just saying that because of what her and Glimmer did when you tried to get your voodoo dolls back from them and besides all I did was place the nose because I have no control over how they transform". Magic said leading to Discord grinning at her.

"Maybe you should have a go, you may like it or maybe I should find a way to erase the brainwashing and let them show what they truly think of their transformations" Discord said as his grin widened leaving Magic a bit fearful at both thoughts.

"Certainly not" She said as the thought of Sprinkle getting her 'Twilight mind' back, seeing her clownish appearance and remembering Magic's role in it to which Twilight would fire random spells at Magic as punishment. Seeing that the Sasha and Sprinkle were still arguing, Magic blasted Sprinkle causing a red and black Harlequin outfit to from on her body. Sasha looked surprised at the sudden change while Sprinkle was confused as she looked at her hooves.

"Hey, who did this?" Sprinkle asked while Magic walked out of the tent to see Glimmer Joy messing with some fireworks.

"Hello Glimmer" Magic greeted before a replies in the form of an unlit firework smacked her in the face, knocking her to the ground

"Who is that, I found these explosive babies fair an...oh its you Magic I thought you were that grey filly's firework obsessed dad" Glimmer said, looking down at the dazed green unicorn with an embarrassed smile. Magic shook her head and got up with a saw right cheek and jaw.

"And why would you want to bash said dad with a firework I may ask, did you steal those fireworks?" Magic asked as a frown formed on her face.

"Well I just happened to be at the mansion not spying to see if no pony was home where there happened to be some fireworks that I didn't know of in a locked shed that just so happened to have had its lock smashed by a...uh...sentient crowbar that has a hatred for locks and there was a strong gush a wind that by luck, opened the door and the fireworks which were also sentient floated to me and asked me to take them to the circus......and some of their gunpowder to Skittle's brownie factory and Jumper's 'Silly Apple Cider Place'." Glimmer said with a sheepish grin though she could see that Magic was not buying it.

"Well I will ignore your stealing for now because come to the tent, a certain thing wants to meet you" Magic said. Glimmer followed the green unicorn into the tent to see Sprinkle wearing the harlequin costume. Glimmer glared at Sprinkle who wore an expression of fear on her face when she looked into the eyes of the white unicorn.

"Um are you ok Glimmer?" Sprinkle asked

"HARLEY QUINN, you can't have my Mr J" Glimmer shouted as she charged towards the terrified Sprinkle who started running.

"Glimmer its me Twinkle Sprinkle" Sprinkle said in desperation to keep away from Glimmer before she tripped and Glimmer held her in a head lock.

"See I am better for Mr J, not you Quinn" Glimmer said with a deranged smile while Sprinkle struggles to loosen the mad clown's grip. Sasha acted quickly and managed to get the headpiece of the outfit off Sprinkle's head.

"O sorry Sprinkle, I thought you were that dirty Mr J stealing Harley Quinn. Honestly your voices are so similar to me" Glimmer said as she let Sprinkle go who glared at Glimmer while she massaged her neck. However before Sasha or Sprinkle could say anything, Glimmer took the harlequin costume and ran off to her shop.

"Why did you put me in that costume Magic?" Sprinkle asked with clear anger in her tone.

"I was trying to shut you two up because of your arguing, you are like the CMC when they wondered who to turn into a clown next." Magic replied.

"Just don't do it again" Sprinkle demanded to which Magic simply shrugged. Sprinkle shook her head in annoyance as she faced the center of the tent to find Skittle Giggle and Rodeo Jumper breaking some of the fireworks open and pouring the gunpowder out.

"What are you two doing with the powder?" Sprinkle asked as they turned their heads to her. Skittle gave a cheerful smile as she held up a brownie that had some of the powder leaking out of it.

"Black Brownie Special, its going to blow my original recipe out of the window....even though this place had no windows." Skittle said with glee while Sprinkle remained skeptic.

"But your original recipe would burn the throat of the one who ate it. The gunpowder would make them explode" argued Sprinkle only for Skittle to giggle as she pointed to her left towards the CMC and Wonderjokes.

"Silly Sprinkle, my lovable sister Roller ate one and she hasn't exploded" Skittle said while still laughing. Sprinkle turned her head to see that while Skittle was correct, Roller was laying on her back, legs spread out and her eyes staring into space. Her mouth was wide open as a thick black smoke was floating out and she was soaking wet due to the four Wonderjokes constant pour water on her to get rid of the smoke. If that was not bad enough, Hammer Pound in her devotion to her simple philosophy that 'nothing can't be solved with a good hard hammer' was constantly bashing Roller's stomach with her hammer like a frantic medieval doctor while Singer Joy tried to do mouth to mouth but the black smoke caused her own throat to burn. Sprinkle faced palmed as she turned toward Jumper to find the orange pony injecting some pies with a gunpowder filled needle.

"And what are you doing RJ?" Sprinkle asked.

"Well I am creating bombs to use in the conquest, pretty subtle to be in a pie if I say so myself" Jumper said with a proud expression on her face thought while happy that Jumper was helping the coming conquest, Sprinkle wasn't too convinced of the pie bomb's subtly due to the notable large fuse each pie had.

"It is a good idea hey maybe I will help improve it". Sprinkle suggested to which Jumper nodded in response. Suddenly Glimmer and Sweetie Smiles rode into the tent on a bear causing everyone in the tent to jump with fright.

"Sprinkle are we late for the show" Sweetie asked

Sprinkle smiled and replied "No you two are not we still have..."

"5 minutes" Sasha interrupted leading to Sprinkle panicking due to the circus not being properly set up.

"How are we supposed to set up everything in that amount of time, we can't tardy for the princesses" Sprinkle said while her eye twitched before Discord placed his paw on her head.

"Twinkle Sprinkle, leave to me" he said as he got everyone's attention

"Attention everypony....and Sasha, simply follow my instructions and you will all get the circus running before you can all say 'Clownsruleallequestriaisdoomedtoeternalchaosclownsixcreateagentsforconquestsuchasagriffinandanadverturingpegsusetcetcetcetc' so get to work" Discord commanded as he started directing the performers to get the job done. He first manged to stick his hand down Roller's throat to remove the 'black brownie', allowing her to get back up and go with the other foals (although Pound waked her again anyway) while Discord got rd of the brownie. Skittle commanded the Wonderjokes to fix the tightrope while Glimmer and Sweetie were repairing some of the rips in the tent, Pinkie entertained the clownified foals while Stoic and Grump used mime walls to keep the foals in place and avoid causing damage to the tent. Jumper continued making pies while the rest of the circus got some extra practice and Discord himself made two seats for the 2 special ailcorn guests. Within a surprising two minutes the circus tent was now prepared for the show with allow the performers except Sprinkle getting themselves ready.

"How did you do all that?" Sprinkle asked Discord with a shocked face

"What....its simple organization, do you have this that being the spirit of chaos can't have some occasional order. Don't tell me that before your transformation, you didn't engage in some occasional disorder" Discord said. Sprinkle knew that she had been a little close minded in her judgment.

"Sorry Discord I didn't mean to offend" She said.

"It doesn't matter, you have a show to do and will greet the audience outside" said Discord who went outside while Sprinkle went on the stage.

Meanwhile Celestia and Luna were flying towards the circus tent along with the guards who witness the advertisement. Luna was so excited having not watch a show involving clowns since watching the antics of the now retired clown Ponyacci in watch she remembers spraining her wing in a fit of laughter while Celestia couldn't help feel that something was off about it all.

"Hey are you excited about the show sister?" asked Luna.

"Yes I am although do you get a sense that something is wrong or is it just me?" Celestia asked facing her sister and then turning her head to the pegasus and bat guards who just shrugged.

"Nonsense sister, its just a circus" Luna said with a little giggle. Celestia smiled although she still couldn't get rid of the feeling. They arived at the circus where they found Discord greeting the last of the audience to which the alicorns waved to him as they approached.

"Hello Discord, you working for the circus now?" asked Luna

"I am helping out yes, I have set up some seats for you two so you have the best view. It will surely be a fantastic show for all to see." Discord said.

"Discord I wish to discuss something with you" Celestia said. Discord suddenly heard a voice in his head.

"This is Sprinkle to Discord, move Celestia and the solar guards away from the circus so that we can turn Luna first" Sprinkle telepathically said who was using Discord's eyes to see outside.

"Ok, Luna go in and see the show while I talk with your sister" Discord requested to which Luna and her bat pony guards entered the tent while Discord Celeistia and her solar guards moved away from it so could speak without too much noise. Luna flew to the seat left by Discord while the bat pony guards sat by her side as the show began to start where Sprinkle appeared in a puff a smoke (provided by Tricky LOLmoon) on stage to greet the audience.

"Welcome everypony to the Transformation Circus of Equestria!" Sprinkle shouted to the crowd as Luna looked on in confusion.

"Is that Twilight?" Luna thought as she saw Glimmer Joy lighting some fireworks and watching them go up through a hole in the tent and blow up in the night sky leaving bright colorful patterns in the sky. Luna then overheard somepony in the crowd saying something about fireworks.

"Hang on those are my prototype fireworks, I knew there was something up with that unicorn staking the house" Tea Spoon said in annoyance before feeling his wife's hoof touch his neck.

"O don't worry about that dear, you still have plenty of fireworks. Besides Silver or Spoony as she seems to now like your pet name strangely enough, really wanted us to see her clown act. She has as you have seen and helped with, put a lot of practice into it." Glacies Stare said with a smile. Spoiled Rich scoffed at the idea of her own daughter to be in her own words prancing around like a mad commoner and wondering why her husband convinced her to see 'entertainment' that she felt was beneath them.

"Now for the show show to start, we need a volunteer or two from the audience" Sprinkle requested as she seemed to be looking through the crowd. Suddenly Luna felt a prick on he right front leg to which she saw a very thin string that was attached to her. It pulled her hoof, holding it up.

"Where did this come from" Luna thought

"How about you, the dark blue alicorn with her hoof up" said Sprinkle as she pointed her hoof towards Luna leading everypony to look at her.

"Wait what" Luna said as more strings got her other legs as well as her wings and forced her to move towards the stage. She looked up to notice a translucent figure high above her, pulling the strings. The best she could make out was the figure being an earth pony mare and the unnerving grin she gave and Luna assumed the mare had a spell cast on her by a unicorn.

"Ah Princess Luna, alicorn of the night, welcome to the stage" Sprinkle greeted as the strings on Luna disconnected, allowing her freedom of movement while the puppet mare seemingly disappeared. Luna looked directly at Sprinkle as her eyes narrowed.

"Twilight Sparkle, is that you?" Luna asked as Sprinkle giggled

"O I am not a boring, nerdy princess anymore, I am a clown princess now named 'Twinkle Sprinkle'. Do you think my white coat and new mane style suit me?" Sprinkle asked. Luna grabbed Sprinkle by her face and looked directly into her eyes. Luna tried to use her magic to remove what she thought were coloured eye lenses but seeing it have no effect, she dropped her in fear.

"Is this Discord's doing, guards warn Celes...guards????" Luna turned to see her guards where she noticed them completely still, their faces were expressionless as were the crowd who seem to all be in a trance. Luna turned to face Sprinkle who's eyes were narrowed and a wide grin across her face.

"Sorry princess but the show can't start until our newest recruits of our ranks have joined and you won't deprive our audience of a show." Sprinkle said, her eyes displaying sadistic joy as the Luna became too terrified to move.

"We do not know how to feel about this. Is this just a strange dream?" Luna asked in her head before Sprinkle attached a clown nose to Luna's snout which caused her to tingle. Her vision switched to the dream realm where she came across a door marked 'Celestia's Dream'.

"Wait it was all a dream. Twilight must be going insane" Luna said as she giggled before continuing "Well it doesn't matter, never pass up a chance to screw with sister's dream". As she walked through the door, Celestia's cutie mark formed on Luna's cheeks.

"Hehehe what to do this time" Luna said before hearing the door slam shut and become locked up tight. The night princess jumped at the sound as she heard a familiar voice with in the completely white room.

"Got you, Luna" Celestia said with glee in her tone. Luna looked on confusion as a jester hat with yellow bells formed and linked to her crown which turned bright pink with a clown face replacing the moon symbol on it. The right half of the hat was blue while the left was light purple and when Luna noticed, she tried to remove the hat but with all her alicorn strength it remained stuck.

"Wait how did you do that" Luna asked. A small hole formed in front of her as where she saw Celestia in her bed with her eyes covered by an eye cap and a book next her although Luna could only make out 'Step by step guide to..' but couldn't not see what it guides the reader with.

"O you have been pranking my dreams for a long time so I decide to take control through 'lucid dreaming' and as a result I have trapped you in and now preparing you to become my personal clown but I like the jester look. I think the hat really suits you but lets do something about that mane of your and maybe alter your mind a little". Celestia explained as her horn glowed with a rainbow coloured aura causing two yellow and orange streaks to form on Luna's mane and tail while she controled Luna like a puppet.

"Why do I suddenly have the urge to juggle?" Luna asked herself as she felt a little light headed. Celestia smiled and turned the white room into the interior of a large circus tent where everypony in it watched Luna as she was forced to juggle some balls. She suddenly dropped them in which she blushed with embarrassment as the crowd laughed at her.

"Ok sister you have had your fun now ge....lets add some more to this act ringmaster Celestia...wait what." Luna said as Celestia smiled and use her magic to further screw with her sisters words.

"Indeed lets do some changes to this" she said as her chestplate started to vibrate and change from metal to an unknown baggy and shiny material. The moon symbol had disappeared and the chestplate had turned bright pink on the top while its right side became light purple and the left becoming blue. Luna was shocked to find it spreading like slime on her legs and inflating into baggy pants when it got near the hoofs which would form pointed shoes which was blue on the right hoof and light purple on the left hoof with yellow bells forming on the tips. The same happened for her back legs but they were in reverse colours and a rainbow

"Eekkk, no I am princess of the night not princess of clowns" Luna said as she tried to tear the jester suit off. As she was doing this a large unicycle suddenly hit her causing her to go in the air and land on its seat. She lost further control of her body as her back legs and hoofs pedaled the unicycle, her wings helped keep balance and her front legs and hoofs continued to juggle. She looked around in desperation as she tried to find an exit out of the dream.

"A princess of clowns is perfect for you now isn't that a lot better, all that practice performing circus tricks I had over the 1000 years you spent on the moon was worth it in the end. I can share it all with you my little jester but now what should I add now" Celestia thought to herself. Luna could barely think straight as she opened her mouth.

"Cele..ples......Maybe my outfit needs a little more colour ringmaster" Luna suggested. Celestia pulled a wide grin at the suggestion.

"Ah so you really like me making a plaything out of you?. Well then have a rainbow skirt over your flank and here is something extra" Celestia said as said skirt formed over flank while a small cape formed between the skirt and her back hoofs which was light purple with a large pink circle in the center. each corner had a an outline of a heart while a swirly lined circle formed between the hearts and pink circle.

"Well Luna or should I say Giggle Moon, Its time to add the finishing touches and fully altering your little mind" Celestia said showing sharp teeth in her evil grin.

"Pl....sis....don't tu...." was all Luna could say as Celestia's horn grew brighter. Luna felt completely empty headed as she was teleported onto the tightrope while still riding on her unicycle and juggling. Her clown nose turned right yellow while her eyelashes curled while Celestia hypnotized her causing her to slowly pull a large grin. She shut her eyes and opened them reveling that they have turned pink.

"Watch this everypony" Luna, now Giggle Moon shouted as she performed a one hoof stand on the unicycle and used her back hoofs to continue juggling. The crowd cheered as her vision turned to normal to which she fell flat on her face.

"Helloooo anypony in there" Sprinkle said as she pat Moon's head.

"Yes everypony please well come your new princess of clowns, Giggle Moon" Moon announced leading to Sprinkle smiling with glee.

"We got you but we still need the other one" Glimmer Joy said but Moon placed her right hoof on her own neck.

"Don't worry, your queen shall be arriving shortly" Moon reassured Glimmer while Sprinkle sent a telepathy message to Discord to get Celestia in the tent. Meanwhile Discord and Celestia were discussing the incident at the opera hall in which Celestia believes he was invoked.

"If you didn't have anything to do with nobles causing all that damage in Canterlot then who did cause them to do that?" Celestia asked.

"I am really not sure" Discord replied. He wasn't entirely lying but he wasn't telling the fully truth about the incident either. He was truthful on having no involvement but the 'not sure' part was a half truth as he was smart enough to know of the TF circus's indirect involvement but the honest part was not knowing which members were involved. Regardless he along with the solar guards accompanied her to the tent where they found the traced audience and Bat guards whom the Solar guards ran to and tried to snap out of it through many methods (mostly slapping) while on the stage was Giggle Moon on a unicycle and juggling.

"Luna I am here....LUNA!, why is everypony in a trance and.....why are you dressed as a cross between a jester and a clown?" Celestia asked. Discord was surprised by Moons appearance.

"Dam, those noses are creative" Discord thought as he and Celesta looked the clowned princess of the night as she got off her unicycle while still juggling.

"Dear sister why wouldn't I be a clown, our subjects love it when their rulers become the butt of the joke" Moon said as Celestia's eyes narrowed as she scanned the stage. Due to her experience with illusion magic, she was capable of seeing cloaking spells to which she saw and felt an aura of a third alicorn in the tent. The aura was familiar yet the magic felt completely foreign to this world but despite that she used her own magic to dispel it revealing Twinkle Sprinkle who had a face of surprise due to not expecting her former mentor seeing through her cloaking spell

"Um....hi" Sprinkle greeted holding one hoof in the air and smiling. Upon hearing her voice, Celestia's mouth fell wide open.

"Twilight...what happen to you, if it were not for your voice I wouldn't have guessed it was you" Celestia said. Sprinkle giggled at her

"O silly, nothing bad happened I just became a clown and seek to spread joy to all Equestria. Why is there anything wrong with that and also please call me 'Twinkle Sprinkle' now, its better name for clowny me" Sprinkle said, her smile still that. Celestia looked a little closer at Sprinkle's eyes as well as her sisters and examined the magic. She realized that they had been brainwashed into doing it and turned to Discord who mere gave a warm smile

"Discord.....why have you turned them in lunatics?" Celestia asked

"I had nothing to do with this" he said as he nodded his head side to side but Celestia was not convinced.

"I knew something was wrong. Guards, arrest Discord" She commanded only to see Sprinkle zap with the same trances spell.

"Silly queen, he is being honest and didn't transform anypony.....yet" Moon said while laughing.

"What do you mean 'yet'" Celestia said as a frown formed on her face then noticed Sprinkle nod her head in which Discord pushed a clown nose onto Celestia's snout.

"What is going on" Celestia said as her vision turned into a chaotic version of Equestria. She looked around the mismatched land as she saw Discord in a king outfit on a throne and her clownified sister sitting by her side with a big smile on her face.

"Luna you have been brainwashed by Discord" Celestia cried out. Luna merely laughed as she pointed in front of her where the elements of harmony were completely smashed up on the ground.

"The elements.......no" Celestia said as Discord laughed at her.

"O deary me princess it would seem your only hope has fallen to chaos" Discord said as he stood up from his throne

".....I will stop you....I can still stop you" Celestia screamed leading to both her sister and Discord giving mocking laughs aimed at her.

"Sister, open your mind that order is such an unneeded bore. You should accept your fate as I have because with chaos ruling Equestria, there will be nonsensical fun for all plus chocolate rain". Giggle Moon said with joy as she waved her hoofs while it rained chocolate on her.

"Yes your sister is correct Celestia here let me help you be a silly jester like her" Discord said as he poked the purple gem on Celestia's chestplate with his scepter causing a strange tingle through her body.

"What was that" Celestia said in a fearful tone as the gem seem to twist into separate pieces before sinking into the chestplate and leaving behind a clown face in its place. The lines reshape into love hearts as a rainbow bow tie grows just underneath it while rubbery yellow substance formed over half her chest. Celestia gasped in shock to the changes on her body and noticed the same had happened to her tiara excluding the yellow substance.

"What magic is this?" She said as she held her tiara and chestplate. Discord chuckled at the fearful mare as he rose his scepter in the air.

"Lets get your mind prepared for your service to me" Discord said with an evil grin as he placed the tip of the scepter on Celestia's head where it glowed. Celestia felt a little woozy as her mind started expressing positive thoughts about Discord.

"My Lord Discord, how shall I....wait no its a trick, I will stop you both" Celestia shouted as her horn glowed as she prepared to attack only for the spell to be shutdown by Moon. Celestia looked on in disbelief at her sister as she felt something crawl down her legs and upon looking found her legs and hoofs being covered by the costume. On her legs were several yellow and dark orange patterns while in the same manner to Giggle Moon had mismatching shoes with the front left hoof and the back right hoof were dark orange while the reverse was yellow while blue bells formed on the tips of the shoes. Between the shoes and the legs were four white ruffles in between them leading to Celestia feeling odd when walking in them.

"No No No stop I......I worship your wisdom Lord Discord....no...." Celestia said as she felt more empty headed and Discord's grin getting bigger as his influence grows stronger over her. Moon walked to Celestia and cuddled her as she enjoyed watching her sister slip closer to chaos.

"Just lose yourself Sunny Shines, the chaos is so beautiful" Moon said with joy as Celestia still tried to fight it.

"I can still fig....o what else do you wish to dress me in?" Celestia asked Discord who gave it some thought before getting an idea.

"How about this" he said as he clicked his finger causing a purple skirt to manifest over her flank and link up to the yellow part under her chestplate. Pink trims formed on the edges while six blue bells formed on the tips and after that red love hearts formed on the purple parts of the skirt.

"No I can't lo....thank you Lord Discord, I love this skirt already" Celestia said, struggling to keep her mind and will to fight.

"Indeed, I like to think those hearts show my love for you my little jester" Discord said before he felt a tug on his cape by Moon.

"Can I transform her....just a little..plzzzzzzzzzzz?" Moon asked like a little filly to her parents to which Discord enjoy her childish face as he nodded for her to do what she wants. Moon gave a big (somewhat psychotic) smile as her horn glowed as Celestia was becoming too scared to fight back. The magic formed an arrow which clicked on the streaks in her mane and a box appeared where the arrow clicked copy. Moon then moved the arrow to Celestia's own mane who was still too fearful to move and the same box appeared but this time the arrow selected paste and the same streak formed on Celestia's mane. Moon did the same for Celestia's tail and then turned the arrow into a bucket with a blue substance where it clicked on Celestia's streaks causing them to turn dark blue and light purple which lead to the white alicorn trying to wipe them off as the bucket disappeared.

"I like it Giggle Moon, adds a lot to her mane. What do you think Sunny?"

"Get i..ou.....my.....I love it, she is such an artist" Celestia said as she could barely thing anymore. Her thoughts were filled with Discord worship as well as spreading joy through chaos. A Jester hat formed on her head which unlike Moon's hat which had only two parts, this one had three parts with the center part being yellow and the two on the sides was dark orange with all three having a blue bell on their tips.

"What is your name my dear jester" Discord asked in a menacing tone

"Molesti..Trollsti" Celestia mind was too numb as she couldn't remember her real name. Her cheeks had Luna's cutie mark on them much like Moon having Celestia's own mark. Her clown nose turned blue as her eyelashes curled where she closed her eyes. Discord grinned as he placed his in front of Celestia's own.

"One more time...What is your name?" he asked. Celestia opened her eyes to reveal they had turned pink and she gave a grin to match his.

"Why, Sunny Shines my Lord Discord" Celestia, now Sunny Shines said as she pulled an amusing pose. Discord laughed at her as he got on a unicycle and beckoned them to come.

"You two will act as if you were pulling a carriage I am in, now charge" Discord commanded. The two clowned alicorns got into position and began to run while Discord followed. Sunny grinned as her vision returned to normal. Discord blushed heavy at the clowned princess of the sun as she gave seductive grin and gave him a kiss on the lips leaving him stunned.

"Thank you Discord, Sunny Shines is now ready to make Equestria the happiest place in the world" She announced with a smile before running out the tent while holding Discord with her magic. Sprinkle and Moon follow them to find Sunny turning the area outside into a chaotic state much as Discord did when he first got out his prison.

"This is....beautiful" is all Discord could say before Sunny wrapped her hoofs around him.

"I was so cruel to put you in that stony prison. I should have been more open minded about chaos but now we get to perform and rule together, making the world so happy." She said.

"Wait 'rule?" Discord asked as if he had misheard her. She nodded yes as she kissed him, keeping her mouth on his for some time. Moon and Sprinkle looked each in shock.

"Well I didn't think this would happen" Sprinkle said with wide eyes.

"Should we just leave them and do the show already" Moon asked with a small sign of awkward giggling.

"No, No, we are coming" Discord said as Sunny was still hanging from him. The 3 clowns and chaos spirit made their way back to the tent as Discord and Sunny cuddled, Moon and Sprinkle still felt disbelief at what had just happened.

Author's Notes:

Well I was in the mood for some shipping and decided to have Sunny and Discord be that ship so yeh. I just hope this chapter was.
Ref:
All 3 pages of Luna and Celestia clown tf:
http://tf-circus.deviantart.com/art/TFC-Equestria-Giggle-Moon-and-Sunny-Shines-1-549292071
http://tf-circus.deviantart.com/art/TFC-Equestria-Giggle-Moon-and-Sunny-Shines-2-549292140
http://tf-circus.deviantart.com/art/TFC-Equestria-Giggle-Moon-and-Sunny-Shines-3-549292119

Inspiration for Luna's TF vision (Entitiled 'Dream a Little Dream): http://gray--day.deviantart.com/art/Dream-a-Little-Dream-509193832

Next chapter should involed a certain bird who once shouted at Fluttershy. Well the bird will be a guinea pig of an experiment.

A "charming" new king and a guinea pig with wings

The show at the circus was buzzing with joy and laughter, the audience watched as Twinkle Sprinkle and Tricky LOLmoon used magic to create different coloured orbs which they juggled and occasionally threw to each other making some sort of mini light show. Pinkie and Rodeo Jumper were performing a balancing act on the tightrope while Glimmer Joy and Sunny Smiles were dancing with some of the crowd.

"Fire them up" Skittle Giggle said as she was fired from a cannon and into a ring of fire held up by Clown Stripe. The Wonderjokes also performed the act but unlike Skittle, their wing's caught on fire due to the flames being amplified as a result of contact with Pyro Blue's fiery mane and tail. Silly Filly, Caty and Loopy did their best to put the fire out while the audience continued to laugh at the Wonderjoke's antics while Magic Star and Sasha watched the show.

"I do prefer performing but I love watching the show as well" Sasha said

"I know but who would have thought the princesses would make such funny clowns. Maybe we should get the Crystal Empire's princess to join in the show" Magic suggested to which Sasha giggled at the idea.

"Speaking of princesses, look at Shines and Moon, they are using those guards as juggling balls. it looks like fun" Sasha said pointing at the princesses in excitement. Magic took a look and sure enough, Sunny Shines and Giggle Moon were using their magic to forcefully curl their guards into balls as well as shrinking them to the size of a typical juggling ball before juggling them. The guards tried to scream but the noise from the audience as well as being so close to the ring bells on the hats and shoes of the princesses prevented anypony from hearing them. Magic giggled before noticing out the corner the back legs and golden armor of a guard pony leaving the tent and Magic turned her head to Sasha.

"Sasha I think somepony left, should we do something in case they cause problems." Magic asked.

"Nah, I doubt they would cause problems" Sasha replied though Magic wasn't too sure and felt worried. Meanwhile just outside the chaoticfied Ponyville, a solar guard and a bat guard were flying away from the tent with horrified expressions on their face.

"I can't believe this, the princesses have been reduced to deranged charlatans. This won't go unpunished I swear it" said the solar guard called Battle Strike, a white pony with a red buzz cut and goatee as well as green eyes who is a prideful noble with a record of trying to imprison others for stupid reasons.

"Well erm maybe we can get help in Canterlot, maybe we can get Princess Celestia's assistant Raven to help us" said the bat guard called Shadow Glory, a dark grey bat pony with red eyes and a long black mane. She is a shy commoner who prefers her own company as well as staying out of other's businesses.

"Nonsense, we should tell the nobles...well those who haven't lost their minds and joined Fancy Pant's strange desire to make a fool out of Canterlot" Strike said.

"I don't think they would well do anything that actually helps" Glory said with worry in her eyes as they flew to Canterlot. A hour later they had reached the palace where in the main hall, Blueblood and some other other nobles had Fancy Schmancy imprisoned in a cage.

"Stop playing about Fancy, my wife never sent you picture of herself because you keep telling us it was in your head" Blueblood demanded as Fancy smiled at the angered stallion.

"I asked you for some paper to prove it as I can't get it with this doohickey on my horn" Fancy said while pointing at a green ring on his horn which stopped him from using magic. Blueblood sighed before handing him some paper who then placed in his afro and pulled both sides of his mustache down, causing a mechanical click to be heard which caused his googly eye to move all over in random directions. After sometime, a large photo popped out Fancy's mouth which he gave to Blueblood.

"WHAT IS THIS!" Blueblood shouted as he saw the photo. It was not a photo of his wife contrary to what Fancy said but an image of himself.....posing in his wife's clothes and posing in a questionable manner. It also had his signature on it despite having not signed it.

"You said this was my wife, do you think my wife looks like myself?" Blueblood asked with anger in his eyes. Fancy was on the verge of laughing.

"What, who would you be surprising if she was a cardboard cutout of yourself and you married it and said it was a mare hahaha" Fancy said as he laughed. Battle Strike charged at the cage, knocking it to the ground.

"Show your respect worm, you are talking to Prince Blueblood" Strike demanded before turning to Blueblood and bowed.

"Prince Blueblood, the princesses have become what Fancy has become. They are not fit for ruling in that state given that they have turned my conrads into mere tools of amusements" Strike said to which Blueblood smiled with joy.

"Thank you for this information, I finally have the position I deserve well then I better prepare and make the ponies know that I, Greedyfax Pompuis "Jackass" Bluebood, shall beat this chaotic scourge and save the fair nobility of the land" Blueblood said pulling a proud pose while the other nobles clapped.

"But I erm don't think..." Glory said before being pushed aside by Strike as him, Blueblood and the nobles left the main hall leaving her alone with Fancy.

"O well looks like I am going to need a lawyer.....say is that grey mare with the eye on her flank available. She often goes against that Battle Strike fellow in daft cases like this" Fancy asked.

"You are probably referring to my cousin Sonata since she has being doing cases like this for the past few weeks. She told me she almost ended up like you are but a DJ ended up taking her place." Glory said with a slight giggle at her cousin being a clown.

"How about this instead of getting your cousin involved, how about getting this ring off and opening the cage" Fancy said leading to Glory frowning.

"Given what I just saw in Ponyville, I don't think I would like someone like you running around" Glory said bluntly. Fancy moved his right hoof to his right eye and faked crying.

"O but my dear I am hurt by your harsh words. Without me where is Canterlot going to get the laughs, where is it going to get its rebels to fight against those 'nobles' who would imprison joyful ponies like you and me and what is a world where rulers don't become the butt of the joke" Fancy said in a dramatic manner. Glory started to think, she knew that Blueblood was an incompetent leader which most nobles were but he could help so many ponies.....or just force his will on others and only protect himself. On the other hand are the princesses really now incapable rulers or is that Strike just jumping to conclusions. Glory give it a few more minutes of thought before she looked back at Fancy.

"Ok I will let you go free just don't make me regret it" Glory said sternly.

"Excellent" Fancy replied as he pushed the cage's door open and got up on his hoofs and dusted himself off.

"Wait, that was unlocked the whole time?" Glory asked.

"Yes the nobles were so proud of themselves for capturing me that they forget to actually lock the cage" Fancy said with a giggle.

"Ok just focus on stopping Blueblood from screwing up everypony's lives" Glory commanded.

"Ok and before I go take this button that a friend of mine made, it will summon some puppet bots to help if it get in a pickle." Fancy said showing Glory a wristband with a button on it that had the letter M on it. She wrapped it around her front left leg before she saw Fancy make a taser out of balloons hidden in his afro and run out the Palace. Glory herself made her way to her house and think about what to do next.

The next day

It was 1:30pm and Sunny Shines was standing outside the friendship castle using telepathy to see through the eyes of various civilians with in Canterlot. Her sister was using her own magic to strengthen the radius of the telepathy while Sprinkle had connect her mind to Sunny's in order to act as a projector so everypony can see whats going on there. The image on the screen was showing the situation through the POV of Blueblood who was looking at the crowd as he began his speech.

"Dear good ponies of Canterlot, you maybe wondering why I have called you all here today. It is because I bring grave news for Princess Celestia and Princess Luna have been turned into prancing jesters rendering them unfit to rule" Blueblood said before pausing. The crowd mainly expressed laughter and confusion leading many to view this as a prank. Sunny suddenly heard a voice in her head as if somepony else was using telepathy.

"My dear, I see you are looking through the eyes of your 'replacement', I would advise you look through the eyes of one Shadow Glory who sitting at a table behind the crowd" the voice said. Sunny realized it was Fancy and switched to Shadow Glory's POV. Use Glory's eyes and ears she could get a better look of how her subjects feel about what Blueblood was saying. She heard things like 'is this a joke' and 'how is becoming jesters make them unfit, they were probably just having fun' before suddenly hearing Glory speak.

"What do you think of the whole idea cousin" Glory asked. Sonata who was going through some court papers and notes looked at Glory.

"Well it seems Blueblood found an opportunity to usurp power and making a speech to boost his vanity and ego. I am curious as to what he would be like if he ended up at the circus which would have probably been him being the butt of every joke." Sonata said while a smile formed on her face.

"As the closest relative to our fair princesses, I shall be taking over in their absents. As unexpected as it is for this to happen, I can assure you that I of all ponies are the best choice to lead you all. I know you all have faith in me and as my first act as king will be to form a council of nobles to ensure that the threat of chaos in Ponyville does not come to Canterlot." Blueblood said as some ponies clapped but most remained silent and unsure. Blueblood began to smile as he looked through his notes.

"But in order to do this we will need a larger army then we have now so in all fairness I am throwing away Celestia's restrictions on taxes and rasing them by 50%. Don't argue as this is very reasonable for would you rather have a dear trustworthy noble like myself or do you want an out of her mind joker like Celestia is now" Blueblood said while keeping his smile leading to crowd going wide eyed. Glory felt a mix of emotions while Sonata looked like she was about to explode in anger.

"You get paid well for jobs like being lawyer so its easy for me to pay those taxes without any problems but most of the residents here will struggle to make enough while some don't even have a chance to pay it once." Sonata said as she hoofpalmed at what she was hearing.

"Hey maybe we should find Fancy, he will likely know what to do with everything goes rotten" Glory suggested leading to Sonata coming up with an idea.

"I think I know where to find him, follow me" Sonata said as they both ran through an ally while Blueblood finished his speech and guards started to escort the ponies off the palace grounds. Sunny switched off the spell and the screen being projected from Sprinkle's eyes faded away.

"Such a spoiled sport is Blueblood, everypony there besides nobles and a few non nobles will be eating rats before the week is over" Sunny said as she shook her head.

"Hm, I would be a better choice as a leader than he ever would in anything" Discord said partly joking and partly serious leading to Sunny giggling. Sprinkle was repeatedly blinking trying to get her sight in check due to a side effect of acting as a projector before being crashed into by Skittle and the Wonderjokes.

"Ow what was that for?" Sprinkle asked as she got back up. Skittle got up and opened a backpack and pulled out a creature bigger than the backpack itself. It was a griffin but not just any griffin it was Gilda leading to Sprinkle looking at Skittle for a reason to why she brought the griffin here.

"I can explain why we brought her here" Skittle said as she told what had happened.

Flashback

Earlier that day, Skittle and the Wonderjokes were a few miles away from Appeloosa where they were (badly) disguised as a native buffalo totem pole, starting from the bottom is Pyro Blue, Deloren, Fleetbutt, Sparkler and on the top is Skittle who was wearing a chieftain feather hat.

"We have been waiting here for an hour, how long is the bird going to take" Pyro said getting impatient.

"Soon Pyro soon, you are doing a good job carrying all of us" Skittle said as she turned her head in all directions as she waited for Gilda. Pyro shook her head as she was trying to adjust a helmet on her head that Deloren had put on her so that her fiery mane didn't incinerate his flank.

"Hey Skittle where did you get that hat anyway and why are you wearing it?" Fleetbutt asked

"O I borrowed it from that large buffalo to make this totem pole of ours more convincing" Skittle replied with grin. She turn her head more and noticed the familiar shape of a griffon approaching.

"I see her, firing signal fireworks" Sparkler said as she lit up several fireworks which fired towards Gilda causing her to desperately try to evade them as the deafening noise and blinding light made it difficult for her to remain in the air. Eventually she crashed in front of the pony totem causing her to grunt in annoyance.

"Did I get your attention?" asked Sparkler

"Yes you did and also what the hell are you doing?" Gilda asked in anger at the strange ponies.

"We are a totem pole Gilda. All the talking you are currently hearing is in your head because you are going insane" Skittle said as a cheerful grin formed on her face.

"I know I am not going insane Dash and why are you dressed like a clown?." Gilda asked as she raised an eyebrow.

"My name is now Skittle Giggle now and being a clown is so fun, I decide to get you involved in the fun which is why we are out here so that we can persuade you to join in with us" replied Skittle.

"Forget it 'Skittle' but I am not joining your freak show" Gilda said only for the Wonderjokes to grab her and hold her down.

"Hey get off me freaks" Gilda demanded.

"O Gilda once I make an offer, you have no choice but to accept it" Skittle said as she place a clown nose on Gilda's beak nose. Much to the clown mare's surprise, it simply fell off leading to everyone being confused. Skittle picked the nose and looked directly at Gilda.

"Firmly grasp it on your nose beak" Skittle said as she placed the nose back on Gilda's beak nose. It fell off again and Skittle who was visibly irritated picked it up again.

"Gilda, will you please firmly grasp it on your nose beak" Skittle said as she repeated the process while trying to to pull a smile as well as hide the annoyance in her voice. The nose fell off again leading to Gilda grinning and sticking her tongue out at Skittle who was fuming as she picked up the nose now not bothering to try and hide her feelings.

"FIRMLY GRASP IT" Skittle shouted with insanity in her eyes as she slammed the nose onto Gilda's beak, crushing it as well as knocking her head to the ground causing the griffin to lose conscious.

"We were here, waiting for an hour and SHE DOESN'T TURN LIKE THE OTHERS!" Skittle shouted slamming her hoofs in frustration. The Wonderjokes were getting frighted by Skittles outburst and quickly thought up something.

"Maybe Sprinkle can help fix this problem" Pyro suggested leading to Skittle to smile psychotically as she approached them.

"Of course egghead can solve anything, she has the insanity to do it all" Skittle said as she pulled out a backpack from thin air and started ramming Gilda into it. After getting her in it, they all flew back to Ponyville hoping to find a solution to the problem.

Back to the present

"Really a totem pole hahaha well bring her to the lab area of the castle" Sprinkle said as she was laughing. She teleported to the lab to get things prepared before Skittle and the gang got there. Sprinkle however was surprised to find Sasha messing about with some of the equipment.

"Sasha what are you doing in here?" Sprinkle asked

"Finding some stuff to use as props" Sasha replied while holding up a microscope.

"Well regardless I need to get this lab ready because it turns out the noses have no effect on griffons" Sprinkle said as she began switching on various machinery and devices.

"What....I never thought something could resist the magic" Sasha said completely dumbfounded at this information. Suddenly Skittle came in with Gilda who hadn't woken up yet.

"Hello have you found a solution yet?" Skittle asked

"We haven't even started yet but just place her on that table and strap her on to keep her from leaving" Sprinkle said while pointing to the table. While Skittle was doing this, Sprinkle got a clown nose she had in a pocket on her dress and started to analyze it before pouring different chemicals on it, each with different reactions.

"Ok so if I do this" Twilight thought to herself as she smashed the nose repeatedly with a hammer until it was a thin paste.

"I do hope you know what you are doing Sprinkle" Sasha said as she watched the alicorn work. Sprinkle inserted the past into a vial of different chemicals that she had randomly picked and used a small spoon to mix it all in. The mixture appeared to be volatile as it started to glowing random colours and suddenly a puff of smoke rose from the vial and Sprinkle heard it laugh before it went back in causing the mixture to turn white.

"Ok Skittle could you please get me on of Gilda's feathers" Sprinkle asked. Skittle nodded and looked for the biggest on she could find before yanking it off causing Gilda to wake up and screeched.

"Ow what did you just do?" Gilda asked while trying to break out her restraints. Skittle gave the feather to Sprinkle and then looked directly into the griffon's eyes creeping Gilda out before Skittle spoke.

"We are trying to find a way to free you from your joyless existence. Don't you worry my birdy friend" Skittle said as she stroked Gilda's head while keeping her creepy eyes on Gilda's own. Sprinkle added the feather to the vial which turned the liquid pink to which she poured it onto a table where it was revealed to be extremely thick.

"Your solution is McDonalds 'Pink Slime'. I don't think that will do anything except harm her health" Sasha said not convinced that it will work. Sprinkle ignored as she gave the thick substance to Skittle.

"Just cover her beak with it, it should do the usually stuff the noses do" Sprinkle said as Skittle gleefully grabbed the substance and walked towards Gilda.

"The time has come birdy" Skittle said as she smiled

"Stop it Dash I am fine the way I am" Gilda said as she tried to move.

"You are not getting away just accept it" Skittle demanded as her face displayed insanity

"No no don't do this you tweep" Gilda said as she desperately looked around the room.

"Now just relax and I will do the rest. You can trust me I am your friend." Skittle said with a demented grin as she prepared to cover the griffin's beak.

"No sto..umm ummm" Gilda said as her beak was cover by the substance. She felt like she was going to suffocate as the substance reshaped itself to fit her beak perfectly as well as turning it pink. Gilda felt dizzy and distorted as her vision shifted to Griffonstone which still appeared decayed.

"Wait how did I get here" Gilda asked herself as her eagle claws turned pink to match her beak. She walked on to find the stand where she sold scones and noticed a mirror. She looked in to notice the changes done to her body and panicked.

"Is this what Dash was talking about. This isn't real this isn't real" She thought to herself as she held her head as the dizziness got a little worse. She noticed some depressed looking griffons nearby as a green clown suit with red sleeves formed on her front half of her body. Multicoloured dots formed on the sleeves while the suit had multicolored stars on it.

"O everygriffon is so sad without that silly idol, I should bring joy into their lives.....wait I never wanted to say that!" Gilda said as she tried to control herself. She grabbed some of the scones and started juggling while flying, the other griffons noticed and seemed confused by Gilda's behavior. During the flying a strong gust of wind blew her off course and she crashed into one of the statues leading to the griffons giving small giggles to her. Suddenly light blue pants formed on her flank while her wings and tail turned light purple and once Gilda got up, she attempted to rip the clothes off.

"Why won't you come o....Lets get them laughing more.....no Dash make this stop" Gilda said as her body started moving on its own account and grabbed a conveniently placed microphone. A rainbow bow formed on her tail while white buttons formed on the clown suit as she began to speak.

"Where do horses go when they're sick?" Gilda asked the other griffons who shrugged in response.

"The horsepital!" She said. The griffons laughed a little at the joke as she continued.

"Why did the little bird get in trouble at school?" She asked the other griffons as an orange frill formed around her neck. The griffons couldn't figure it out.

"Because he wa......no stop......caught tweeting....telling.....on a test." She said to which the griffons laughed harder. Gilda grabbed her her head as she struggled to focus. She was close to completely losing her self as the feathers on her fringe turned dark yellow.

"Don't lau.....at m.....pleas...." Was all she could say before her mind was hollowed out. She closed her eyes and the purple marks over her eyes reshaped themselves into red triangles. Gilda now Bird Brain opened them revealing the familiar pink eyes to which her vision returned to normal or as normal as it can be when restrained to a table and having a multicolored maned pony staring at you with a demented expression.

"Its alive, its ALIVE" Skittle shouted and laughed in a deranged manner.

"Well of course I am alive why would I not be?" asked Brain.

"Seriously Skittle leave the drama to Glimmer Joy" Sprinkle said as she opened the restrains and allowing Floppy to go free. Sasha seemed surprised it had worked.

"It worked...it totally worked this is amazing. Sprinkle we have to find new ways to do things like this" Sasha said getting giggle at the idea before being calmed down by Sprinkle.

"Yes in due time but for now I need to give my brain a rest so I am going to bed." Sprinkle said as they all left the room. She locked the door with the key which Sasha had found and used to get in.

"Well me and Brain here are going to race outside see you later" Skittle said as she and Brain flew out the castle leaving the alicorn and human behind.

"Since your going to bed, I am off back to the tent" Sasha said before she felt a tug on her arm.

"Not so fast, how did you know the key was in the plant pot?" Sprinkle asked as she pointed to a plant next to the lab door. Sasha stared blankly at the pony.

"You do know that a lot and I mean a lot of creatures hide keys in plant pots. First thing to search if you don't know how to pick locks" Sasha replied before leaving for the circus tents.

"Dam where am I going to hide these if anypony can easily guess the hiding spot" Sprinkle thought as she went to her room.

Author's Notes:

I tried as much as I could to make Gilda's TF seem good. I am glad to finally use Blueblood since characters like him are fun to torture. Also the joke involving Blueblood marring a cardboard cut out of himself came to me when I was watching a top 10 on strange marriages had one where a man literally married a cut out of himself. He admits to being 'a little narcissistic' putting it lightly.

Can a zealot be made to laugh?

In the shining land of the Crystal Empire, the crystal ponies were talking about the strange rumors that had been spreading around. Rumors like Blueblood taking over the throne because the princesses had gone mad as well as Ponyville becoming circus. Shining armor was talking to his parents about the rumors hoping to get the truth.

"Is it true, did Blueblood really takeover Canterlot?" Shining asked. His parents nodded leading to Shining to feel uneasy at what will happen with greedy noble in control.

"I decided to visit Ponyville a couple of days ago in order to visit Twilight as well as to see if the rumor about Celestia's and Luna's state of minds." Nightlight said as he took out a photo he had in his bag and showed it to his son.

"This is the only photo from the trip. Its Twilight according to Discord but she looks and and acts so differently then what my little filly would normally act. She even refuses to use her name and calls herself 'Twinkle Sprinkle' as well as getting me to take the picture to show you" He said with concern on his face. Shining looked at the photo to see Discord in front of the friendship castle with a white hoof around his throat and his expression implied that said hoof was strangled him as his bear arm appeared to be trying to loose the hoofs grip while his bird claw was holding a sign saying 'Help Me'. Shining saw the white alicorn that the hoof belonged to but noticed she was far too small to be Celestia and was put off by the wide pink eyes and huge grin she was pulling to the camera. She appeared to flapping her wings as her back hoofs didn't touch the ground and was holding a sign in her front left hoof that said 'Hi B.B.B.F.F and Candy Cadence, you like the new look?'.

"Um.....she looks ok I guess" Shining said before he looked at the picture again and saw Sprinkles eyes move and wink at him causing him to scream and throw the photo to the ground. Night Light and Twilight Velvet couldn't help but laugh at their son's girly screaming.

"That was not funny, her eyes moved and winked at me" Shining said while blushing an pointing at the photo. Velvet picked it up and examined it for any signs of movement. When she didn't see any, she chuckled.

"Darling, I think you are overreacting. She looks too happy to move though her eyes properly played tricks on you" She said leaving Shining feeling a little embarrassed over the idea of overreacting in front of his parents.

"Regardless on the question of if the princesses have gone insane well they just being silly and having fun like a clown. I don't think Blueblood needed to takeover the throne." Night Light said while Shining felt the pink eyes indicated that something was wrong on wondered if he should go visit his sister soon. Meanwhile within a bush somewhere in Ponyville, disgraced former leader of 'Our Town' Starlight Glimmer was writing in a notebook.

"Well well it looks like little Twilight's idea of friendship just brings chaos to Equestria. At least when I was leading Our Town, everypony was equal and the place was orderly." she said with a smug grin as she stuck her head out the bush where she saw through her binoculars Sprinkle and Tricky teaching some sleight of hoof tricks to the CMC.

"And for the final trick of the day, how to make a lit firework disappear and reappear before your very eyes little ones" Tricky said leading to Sprinkle to roll her eyes at the pyromaniac while Tricky lit a held a firework in her left.

"This should be good" Roller whispered to the other two as Tricky flipped it before slipping it under her sleeve, her face forming a disturbing smile as the sparkle from the fuse touched her body. The fire slipped out of her right sleeve and into her hoof and held it upwards.

"Ta da" She said as the CMC gave her some applause before the firework launched into the air taking Tricky with it.

"Um should we help her Twinkle?" Singer asked. Sprinkle shook her head at the idea.

"Knowing Tricky, she will be having the time of her life up there. Fire and anything hot has no effect on her so she would probably be fine living in a volcano." Sprinkle said smiling as she watched her friend being dragged by the firework.

"I am free like a bird" Tricky said with an insane expression as she flapped her hoofs before the fire went into the direction of Starlight's bush.

"O sh..." Starlight said before the firework (and Tricky) hit the bush. Sprinkle told the CMC to leave her and Tricky while they sort the problem out before checking to see if Tricky wasn't injured from the fall. Tricky jumped up with joy while her back was on fire though Sprinkle was not too bothered by it.

"That was the best explosion so far....also this bush talked just before it was hit" Tricky said as she got rid of the flames. Sprinkle raised an eyebrow at this an checked to find Starlight unconscious on the ground where the bush was. Tricky's body had absorbed most of the impact from explosion leaving Starlight with a few tiny burns as well as protecting her notebook. A devious smile slowly formed on Sprinkle's face as Tricky finished putting the fire out (by eating it).

"Tricky my dear could you please take Starlight to my lab at the Friendship Castle while I take the time to read this notebook. I believe I have unfinished with her." Sprinkle said as Tricky nodded and teleported herself and Starlight to the lab while Sprinkle herself teleported to the castle library to look over the notes. Later that day, Sprinkle entered the lab to find Tricky performing fire eating tricks in front of a restrained Starlight who appeared frightened at the blue unicorn's antics.

"Make her stop, please make her stop" Starlight said in fear as Tricky carelessly blew fire near combustible chemicals on the tables.

"TRICKY" Sprinkle shouted in anger as Tricky quickly turned to her and smile sheepishly.

"Hello Twinkle" She said as Sprinkle approached her.

"Tricky I have told you more than once to NEVER DO YOUR TRICKS IN HERE. Sasha is still a little annoyed by the 'stunt' you did almost reduced the tent to ash but you do it here YOU WILL BLOW THE CASTLE TO BITS AND TAKE HALF OF PONYVILLE WITH YOU. So please no tricks here ok?." Sprinkle said with stern expression while Tricky sighed.

"Okay Okay Tricky won't do it again. Tricky had fun anyway so off to bed now" Tricky said as she was about to leave.

"Just don't wander into Pyro Blue's room and stroke her mane while she sleeps....again" Sprinkle said as she rolled her eyes at the thought. Tricky nodded and left for her room. Sprinkle turned to smile at Starlight who shot a glare at the clowny alicorn.

"Hello Starlight, long time no see" Sprinkle said

"From regal princess to prancing fool. How is it being a stupid clown instead of the 'Princess of Friendship' nonsense" Starlight said to mock her captor.

"O don't tell me you are still sour over that incident. I mean are you surprised the ponies in 'Our Town' found out that you didn't remove your own mark or that you were just a deluded power hungry maniac who couldn't even tell those smiles were fake. Heck maybe I am not the one who is insane, you are and can't admit to it." Sprinkle said as she started to giggle due to hitting a weak spot in Starlight's psyche.

"O yeah, how has what you are doing made anything better huh?" Starlight demanded to know,

"Every smile here is legit, everyone still gets to have fun and your 'equality' simply sucks. Any argument you use is invalid." Sprinkle answered

"But you turn them into clowns against their will and even transformed the princesses, that makes it hardly any different from what I did.....unless Discord did all this. He turned and brainwashed you into a clown to obey him, that is the truth." Starlight said with a smile thinking she had got it right. Sprinkle laughed hard at the unicorn's theory leaving Starlight to feel uneasy at the crazy mare.

"Wh..why are you laughing at my flawless logic?" Starlight asked as Sprinkle stopped laughing and grinned at her.

"Discord hardly had any role in any of this, he is just going with the flow. I gave your notes a read and found that you only saw me enter the circus tent as my 'normal' self and come out sometime later as clown before I gained my white coat. You thought Discord was in the tent without looking inside when he wasn't even aware what was going on at the time. You saw me transforming Spike and Trixie but again Discord played no real role in those. Here is a little secret, it wasn't Discord it was the TF circus that did this to me." Sprinkle explained leaving Starlight speechless at what she just heard.

"Now that you heard everything little Starlight, I have decided to turn and then use you to spread to joy of the circus all over Equestria" Sprinkle said with an evil grin.

"WHAT NO DON'T DO THIS" Starlight shouted as she struggled against her binding.

"But before you are turned I wish to perform an experiment that is properly inhumane and illegal." Sprinkle said before she press her nose to Starlight's stout and said "I am observant enough to have watched you tear the marks off with your magic. Now I am going to tear yours off and replace it so consider it retribution for your cutie mark theft." Starlight's heart started racing as the thought of her own mark being robbed from her feared her mind with fear. Sprinkle's horn lit up as her magic grabbed Starlight's mark and slowly removed it leading to the unicorn feeling drained as it came off leaving an equals mark in its place.

"Why do I feel so weak" Starlight said as she turned pale while Sprinkle reached for a container in a chest. Inside the container was what looked a cutie mark which looked like a typical equal mark but rainbow coloured.

"I finally have the perfect subject for this" Sprinkle said as she opened the container and grabbed the mark with magic before approaching her guinea pig.

"No get away from me" Starlight said but it was no use. Sprinkle fused the manufactured mark to the unicorn's flank causing Starlight's mind to flash different colours as she became confused and distorted.

"Now to see if this mark impacts the transformation" Sprinkle said as she attached a clown nose to Starlight's snout. The colours within her mind cleared and Starlight found herself in a room. The room was devoid of colour with the floor and walls being made of concrete while at the back of the room there a large barrel of water and a food area full of leafs. it was mostly dark due to what little light came in through the four windows and a few banners hanging on the walls had the rainbow coloured equal mark on them.

"Wait this is the isolation hut from 'Our Town'. How did I get here?" Starlight asked herself as see felt a strange sensation on her jaw. She rubbed it before her lips stretched to form a wide smile identical to the false ones that the villagers of 'Our Town' pulled while under her rule. She tried as hard as she could but no matter what her mouth refused to form any other express other than smiling.

"How does it feel, Starlight?" a mocking voice asked which was coming from the speaker. Starlight realized that it was Sprinkle's voice who she could hear silently laughing over the speaker.

"I don't feel any different, this mark isn't the same as the marks I bring." Starlight said, growling at the speaker. The mark on her flank started to glow brighter as Starlight started to feel dizzy.

"Why is.....this glowing and what di.....you do to....my...head" Starlight asked as she held her head as Sprinkle chuckled.

"Well well it seems it is taking effect." Sprinkle said causing Starlight to become fearful at what she meant. She moved back and slipped into the water barrel but while attempting to get out, she felt many invisible hoofs holding her in. Sometime later she was pushed out where she saw Sweetie Smiles with multiple hoofs smiling at her. While her own mouth continued to smile, Starlight's eyes expressed anger at the animal loving mare.

"O did I just exposed another one of your secrets?" Sweetie Smiles asked before giggling and disappearing back under the water. Starlight was confused until she noticed the puddles formed from her body were coloured pale pink, pale green, light and dark purple. She took at look at her reflection on the barrel's water.

"Eek what happened to me" Starlight said as she freaked out at her new colours. Her fur was pale cyan while her mane and tail were yellow with blue and dark pink highlights.

"Turns out you were a clown underneath all that 'cult leader' phase all along" Sprinkle said.

"I am no....willing to....no stop messing with my words!" Starlight said trying to keep a stable mind as the room suddenly turned into what looked like a padded mental asylum cell but each pad either had a pleasant or a disturbing depiction of Sprinkle ,making her look like some sort of god. She also noticed a sign above the door saying 'Our Asylum' but before Starlight could react, A rainbow coloured straight jacket formed on her body, restraining her front legs while her tail formed curls and her mane form two pigtails held up by rainbow coloured bows.

"Stop this game, you have no control over me" Starlight said as she tried to loosen the restraints.

"O silly Starlight, I have all kinds of methods to control can convert you. How about instead of the boring isolation you did to me how about two of my friends screw a few bolts loose in your head" Sprinkle suggested cause Starlight to quiver in fear as the pad in the center of the room opened up and a chair came out. Starlight's body moved on its accounted and walked towards the chair.

"No please I don't want your treatment" She said but it was not use as she sat in the chair and straps appeared and restrained her to the chair. The cell door opened and two figures in black leather coats and hoods appeared where Starlight freaked out at the birdlike masks they wore and strange knifes they where carrying.

"Please don't hu.....I am ready for my exama....I won't turn" Starlight said.

"Wrong form of doctor" Sprinkle said before a magic aura grabbed the two figures and removed them from the room. A minute later, the aura appeared again and brought Skittle and Tricky into the room wearing nurse outfits.

"O but Tricky likes the scary bird doctors" Tricky protested.

"Don't care, script for this hallucination said literally said 'No scary bird doctors entering the cell' silly mare" Sprinkle said leaving Starlight confused at the sentence. Regardless Tricky teleported behind Starlight and began cutting open the top of her head with a circular saw but much to Starlight's surprise she felt nothing as the mark on her flank started filling her mind with converting others. A green skirt with smiely faces formed on her body along with purple shoes with red bows on them forming on her hoofs.

"I don't want to be forced to join this" She thought but because Skittle had a screwdriver and unscrewed the unicorn's brain (and is wearing starlight's forehead and mane on her own head), the two clown nurses could hear and see Starlight's thoughts through the tiny preaching Starlight's in her brain. They seems to be fighting off some clowned versions of her which came as a result of the mark who were also preaching.

"Lets bring joy through force" One of clowned Starlights preached while waving her hoofs like a lunatic.

"Equaltity is the onl...." one of the Starlights said before Skittle decided to crush it with her hoof and smile while Tricky grabbed another one and ate it.

"Delightful, who knew a cult leader was a great meal" she said of the taste as Starlight herself started feeling the effects of the nurse's mind meddling.

"Why am I losing faith in Equality, it is......totally boring...wait no" Starlight said as Skittle and Tricky smiled. Skittle started crushing more of them but at one point decided to eat one but found them revolting while Tricky kept lighting firecrackers in the unicorn's head. Starlight had possibly the worst headache she had ever experienced in her life as her mind empty of both preaching clowns and Starlights.

"She doesn't look well" Tricky said staring into Starlight's grayed out pupils. Suddenly Sprinkle came into the room personally as the preaching clowns and Starlights started to reform.

"Good this will make turning her easier." Sprinkle said with a smug smirk. Tricky continued to eat the mini Starlights while while Skittle looked away in disgust at the pyromaniac's eating habits.

"Now first things first, your name is Joyful Zealot" Sprinkle said, looking directly at the broken Starlight's eyes

"My name is Joyful Zealot" Starlight responded as pink blush formed on the cheeks of her smiling face.

"Good now I am your leader" Sprinkle said with a demanding expression

"You are my leader" Starlight responded as yellow eye shadow formed on her eyelids.

"Good mare, you wish to insert joy into the hearts of pony" Sprinkle said as she slowly smiled.

"I wish to insert joy into the hearts of everypony" Starlight said as her eyelashes curled

"And finally, you will forget about the 'Equality' nonsense and instead convert and spread the word of the TF-Circus" Sprinkle said.

"I will forget about the 'Equality' nonsense and instead convert and spread the word of the TF-Circle" Starlight now Joyful Zealot said as she closed her eyes and opened them showing they had turned pink. Her mind now devoid of preaching Starlights and now full of what would be described as chaos

"Well close enough" Sprinkle said the a giggle as she signaled Skittle to seal the brain and screw Zealot's head back on while Tricky jammed some mini Starlights into her suit pockets to be eaten later. Zealot's vision returned back to the lab where Sprinkle was released the transformed unicorn from her binds.

"Thank you leader for enlightening my simple mind. I shall spread the word and convert Equestria as you command". Zealot said as Sprinkle smiled.

"Good, I have a cart waiting for you. I want to begin your preaching in Manhattan as well as to see how Sasha and Magic are getting on as they on holiday there." Sprinkle told her to which Zealot ran outside the castle and after attaching the cart to her, made a run for Manehatten. Under the large sheet on the cart however are three stowaways.

"Are you sure this is the best idea" Singer asked the other two CMC.

"We could have sent a note to her but I think it is better we give her a personal visit" Hammer said with a smile.

"Plus Skittle asked me to do her shopping there. Her explosive powder keeps going missing for some reason" Roller said right before part of the Friendship Castle suddenly exploded. The CMC were shocked as they heard in the castle's direction an angry echo.

"TRICKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKY" is what the CMC heard before the chuckled.

"Well the mystery of the vanishing explosive powder solved, the Pyromaniac nicked it" Roller said with silent laugh.

Author's Notes:

There was originally going to be two TFs but I decided to leave one for the next chapter. I decided to go with pre-redemption Starlight because the fic takes place after the events of cutie map but before the the cutie remark. Plus I thought it would be more fun to do her as her cult leader self.