> The Music Makers
>  by Talon and Thorn
> --------------------------------------------------------------------------

> First Movement - Part One - Music Maker 4000
> --------------------------------------------------------------------------

“So we’ll need one of these, and one of these, and one, no two of these!” exclaimed Bluenote as she danced along the shelves of the music shop. As she made each selection she tossed it over her shoulder. Behind her Medley rushed around, grabbing the instruments as gently as possible and adding them to the growing pile stacked on her back. “Oooh! We have to have one of these!” she said as she picked up a trombone and gently cradled it for a moment before tossing it on to Medley.

“Thanks for helping me pick out what we’ll need for the school band,” said Cheerilee. The school teacher was walking alongside her fellow earth pony and flipping through a few books of music as she went. “But are you sure the grant will cover all of this?”

“No problem!” exclaimed Bluenote thumping a hoof against a tambourine, “The princess wants to make sure that every foal in Equestria gets a chance to study music at school and she’s not being cheap about it. We should be able to buy enough instruments to put together a decent band. Medley’s offered to give us a bulk discount as well,” she grinned at her friend, “Haven't you?”

The shopkeeper looked a little uncomfortable. “I’m sure I can offer a five...” Bluenote gave her friend a sharp look, “Um, ten...” the earth pony waved a hoof, “Fifteen percent discount?” continued Medley, a pained expression passing over her face.

“Don’t worry, think of it as good publicity. If they know how much of a discount you’re offering other schools will come to you as well,” said Bluenote with a smile; “With that money off we can even afford... oooh! One of these!” she galloped over towards a harpsichord placed near the back of the store, before throwing herself onto the stool and raising her front hooves over the keyboard.

“Well I’m glad you’re here to help me out. I don’t mind a dance now and then, but music isn't really my forte,” said Cheerilee, raising her voice over the sound of the tune her friend was tapping out.

“I don’t think you’ve made that bad a job of it so far,” said Bluenote with a smile, “the school band might be a bit light on instruments, but the foals are certainly enjoying themselves.”

“Maybe, but I’m not really a music teacher, like you,” her ears flattened. “It’s a shame we don’t have enough money to pay for the instruments and pay you to help out as well. It’s very kind of you to volunteer your time, but we really should pay you for the work.”

Bluenote waved away the compliment. “That’s all right. I used to work at a school a few years ago,” she grimaced, “It didn’t work out. I’d help you more often but my paying clients do put food on the table.” She shrugged. “Anyway,” she glanced over at the pile of instruments balanced precariously on Medley’s back, “I think we should just about have enough left for a string section. Where do you keep your violins?” she called to the shop keeper.

“They’re over there,” said Medley, pointing with a hoof and almost overbalancing as she did so. “Just let me put this lot down and I’ll show you what I’ve got in stock, you won’t be disappointed. There isn’t a finer selection between here and Canterlot.” She glowed with pride for a moment before staggering over towards the register. Once there she carefully unloaded herself and started to pack the purchases away in the cases. She also started to reach for the various materials needed to maintain them. There was no point selling them if the new owners couldn’t keep them in tip top condition. She grinned to herself, maybe Bluenote had managed to negotiate her prices down a bit but this was still a big sell for her, it would make this month one of the most profitable ever. She carefully laid out a flute in its case. Suddenly something made her ears prick up, it sounded like music coming from outside the store. It was faint at the moment but quickly getting louder. She cocked her head, oddly she didn’t recognise the instrument, maybe some sort of organ?

Behind her Bluenote noticed the tune as well. “What’s that?” she asked.

“I don’t know,” said Medley as she trotted over to the door and stuck her head out onto the street. Straining her eyes she could just about make out a crowd of excited ponies gathering near the school building. They were apparently attracted by a strange contraption. It seemed to be part vehicle, part organ and part factory. Cogs and pulleys spun while electricity would occasionally crackle. A jaunty tune emanated from it.

“Let's see what’s going on!” exclaimed Cheerilee as she joined Medley at the door, her shopping trip apparently forgotten. She trotted out of the shop towards the device. Bluenote stopped for a moment before shrugging and following the school teacher.

Medley frowned for a moment. She had the strongest feeling that this was going to be trouble, but then her curiosity won out and she followed her customers...







My little pony...
Ah ah ah...
(My Little Pony)
Friendship sounded so off-key to me.
(My Little Pony)
But now you're here, and now I see...
A loyal backing
Honest melodies!
Songs to share
With loving harmonies!
Joyous dance --
Such a lovely feat --
And magic makes the perfect beat!
You are my little ponies...
Friends make the best music of all!







The trio of mares galloped across the town to join the rapidly growing herd of ponies around the strange contraption. Two tall, slim, tan coated unicorn stallions stood on top of the creation. They shared a significant family resemblance, helped by their identical wardrobes. Each was clad in striped vests and bow ties with straw boaters resting on their heads. In fact, the only visible difference between them was that one of them had a carefully trimmed red moustache on his upper lip. They leapt down from their perch as Medley, Bluenote and Cheerilee reached the crowd.

“What’s going on here?” asked Cheerilee, “What’s this thing doing by the school?”

“Excuse me ma’am,” said the moustache wearer as he approached the newcomers, “Would I be right in guessing that you are none other than Miss Cheerilee? The local school marm?”

“Why, um, yes,” stuttered Cheerilee, rather surprised, “How do you know me?”

“We had a run in with one of your town’s folk a few months ago. She told us of you and your school, although her description did not do you credit,” said the other stallion as he doffed his hat to the magenta mare.

“Oh, um, well, thank you!” exclaimed Cheerilee blushing a little. Medley frowned, these strangers seemed to be laying the compliments on rather thickly.

“Now would I be right in saying that your school was recently the beneficiary of a governmental grant with the aim of providing this fine town with a school band?” said the first stallion.

“Yes, I was just about to buy the instruments for it from Medley here,” Cheerilee gestured to the pegasus.

“Ah, then we have arrived just in time, before you made a terrible mistake!”

“What mistake?” asked Medley angrily, stepping between the stallion and Cheerilee. “Who are you ponies anyway?”

In way of an answer the two stallions stepped back before turning to each other and nodding. Their horns glowed and behind them the strange organ like music coming from their device intensified as the pair began to sing: -

Well, lookie what we got here, brother of mine. It's the same in every town
Schools with talented foals, eager minds, but not a single instrument to be found
Maybe they're not aware that there's really no need for this teary despair, started the first stallion

And the key that they need to solve the sad music shortage you and I will share, continued the second.

Well you've got opportunity
In this very community, the two of them cried in harmony.
He's Flim, said the mustacheless unicorn.
He's Flam, said his brother.
We're the world famous Flim Flam brothers
Travelling sales ponies nonpareil! They sang together.

“Non-pa what?” exclaimed Medley, astonished at the sudden outburst.

“Nonpareil,” corrected Flam.
That's exactly the reason why, you see
No pony else in this whole place will give you such a chance to be where you need to be
And that's a new band, with bells and whistles
Fresh crafted and ready for playing
Music, sweet and harmonious, to get the town a-swaying

“I doubt that,” continued Medley, scowling at the new arrivals. It sounded like they were trying to steal her customers. She didn’t mind honest competition, but these flash arrivals were rubbing her up the wrong way.

So take this opportunity, continued the twins,
In this very community
He's Flim,
He's Flam,
We're the world famous Flim Flam brothers
Travelling sales ponies nonpareil.

The two unicorns agilely flipped onto the strange device they had apparently brought into town with them.

I suppose by now you're wondering about our peculiar mode of transport
I say, our mode of locomotion
And I suppose by now you're wondering, where are these instruments?
Any horse can make a claim and any pony can do the same
But my brother and I have something most unique and superb
Unseen at any time in this great new world
And that's opportunity

Folks, the one and only, the biggest and the best, continued the two, gesturing to their creation as chained lightning ran over its metal cover.
The unbelievable, exclaimed Flim.
Unimpeachable, added Flam.
Indispensable.
I can't believe-able.
Flim Flam Brothers’ Super Speedy Music Maker 4000, they both cried in triumph.

“What d'you say, ponies?” cried Flam to the crowd which had grown even larger during their song. The population of Ponyville was never ones to miss any spectacle. Medley noticed most of her fellow element bearers were amongst them. Lyra had scrabbled to the front of the crowd, her eyes wide as dinner plates as she took in the show. Vinyl had likewise joined the mob and was apparently paying more attention to the brothers’ invention rather than the salestallions themselves. The white unicorn was almost drooling over the contraption. Octavia was also present but was at the back, apparently bemused by the occasion. Only Fluttershy didn’t appear to be present. For a moment Medley hoped the rest of the townsfolk wouldn’t be taken in by the razzle dazzle but then the excited crowd around her started to take up the stallions’ song.

Oh, we got opportunity, they began
In this very community
Please Flim, please Flam, help us out of this jam
With the Flim Flam Brothers’ Super Speedy Music Maker 4000

“Now, miss,” said Flam to the still somewhat stunned Cheerilee, “To allow me and my brother to provide a demonstration of our machine’s abilities would you mind selecting a type of instrument that you’d like to hear the melodious sound of in your little school’s band?”

“Oh, well a violin, I guess. My mother used to play you see, and...” said Cheerilee.

“A violin!” exclaimed Flim, “The perfect choice, one of the classics! Now how much would you pay for a fine example of that particular musical instrument?”

“Well Medley was going to charge me one hundred and fifty bits,” the school teacher’s eyes flashed over to the shop keeper.

“One hundred and fifty bits you say,” exclaimed Flam loud enough for the whole crowd to hear, “Now what would you say if I was to offer you an instrument of equal quality for not one hundred and fifty bits, not even a hundred bits. No! For fifty bits!”

“Fifty bits!” exclaimed Medley. “That would hardly cover decent materials, let alone the time to make it!”

“You’ll see,” said Flam with a wink, “Opportunity, in your community! Ready Flim?” he asked, lighting up his horn.

“Ready Flam,” confirmed his brother, doing the same, “let's bing bang zam! And show these lovely ponies a world of affordable music!”

Music, music, music, music... chanted the crowd, gathering together tighter as they all tried to get a look at the Super Speedy Music Maker 4000.

“Watch closely my friends!” exclaimed Flim.

“The fun begins!” continued his brother. His aura wrapped around several planks of wood and fed them in a maw at the back of the Music Maker. A chugging sound emerged from the machine and the wood could be seen moving along a conveyor belt within it. Leaping over the nearby townsfolk Vinyl rushed to the front of the crowd and stared at the workings, her snout almost pressed against the glass window. Flim glanced down at the white unicorn with a smile on his face.

“Now, here's where the magic happens, right here in the guts of this machine. The most perfect raw materials are cut apart and reassembled into the required instrument more quickly and more accurately than any craftpony could ever hope to achieve!” Within the machine the moving parts became a blur as the plank was quickly dismembered by a range of saw blades. Within moments the form of the instrument began to materialise. First the body, then the neck, pegbox, bridge, sound post and finally tailpiece. Levitating brushes applied a layer of varnish and in a flash of light it was dried before strings were fitted and the completed instrument deposited at the front of the contraption.

“And there you have it folks! A completed instrument easily the equal of one you would buy from other manufacturers for three times the price. Why, I dare say there would certainly be no finer instrument in your whole town!” He lifted the violin above his head in his aura for the rest of the crowd to see.

Now wait, you hucksters, hold it! cried Medley, no longer able to hold herself back from their taunting.
You’ve gone and oversold it!
I guarantee that what you have there won't compare
For the very most important ingredient
Can't be added or done expedient
And it's quality, pure hoof made quality and care! she looked around the crowd, a depressingly small proportion of whom seemed to have been swayed by her words. Most were still marvelling at the new instrument. Leaping into the air with a flap of her wings she grabbed the newly made instrument and began to examine it. It was still slightly warm to the touch but to her surprise actually seemed well made. Her hooves quickly flashed over the instrument, checking it for any flaws.

Well my filly, I'm glad you brought that up, my dear, I say I'm glad you brought that up, said Flam a little patronisingly. Apparently not worried by Medley’s actions.
You'll see that we are very picky when it comes to quality, if you'll kindly try a tune? He levitated a bow up to the pegasus who took it cautiously.

Expecting some sort of trick, she gingerly ran it across the strings. To her surprise the sound that rose from it was pure and loud. She tried a simple tune and the music carried across the whole area. Her ears drooped as it appeared her earlier argument was invalid.

Yes, sir, yes ma'am this great machine, it's just the very best, exclaimed Flim with a grin.
So whaddaya say then, ponies
Care to step into the modern world
And put the Super Speedy Music Maker 4000 to the test?

Music, music, music, music... continued the crowd, still caught up in the spectacle.

“What do you think, folks?” continued the brothers, “Do you see what your friend can't? I see it clear as day! I know she does!” he pointed into the crowd, “So does he! C'mon Ponyville, you know what I'm talking about! Your school wants a band, needs a band, and we can make the instruments quicker, cheaper and with better quality than anypony else!”

We're saying you've got
Opportunity
In this very community, sang Flam egging on the crowd
He's Flim

He's Flam, added his brother.

We're the world famous Flim Flam brothers, they both continued.
Travelling sales ponies nonpareil
Yeah! Both of the brothers dropped to their hind knees waving their forehooves in the air.

Around them the crowd stamped their appreciation at the entertainment. Panting, Flim got back to his hooves. “Now miss Cheerilee, after our little demonstration there,” he pointed to the violin still held in Medley’s hoof, “I’d like to present you with our full price list, the music maker here can construct almost anything your young musicians might need and at an extremely competitive price. Such are the benefits of the very latest in magitech.” He levitated a sheet of paper in front of the school teacher for her to read.

“These prices are excellent,” she gasped, starting to run over all the instruments she had been planning to buy for her school. “They’re less than half what Medley was going to charge.”

“Let me see that!” cried Medley grabbing the piece of paper. “These would hardly even cover the cost of the materials.” She glared up at the twins. “These are too good to be true! How can you make any sort of profit?”

“Maybe we’re just not as greedy as some other merchants,” said Flam giving a wide smile at Medley, causing the pegasus to snort in irritation. “We are happier with a more modest income. Plus, the Music Maker is a very efficient device. There is little waste in the process and we only make what is needed so our overheads are low.”

“There has to be some sort of con here!” muttered Medley, turning over the violin in her wings and examining it closely. To her annoyance it seemed almost perfect.

“Maybe you shouldn’t be taking this so personally Medley,” said Bluenote, “I know the band was a big sell for you, but it’s just business.”

“Maybe,” grumbled the blue pegasus, she didn’t want to let on how big a deal this sale was for her. Business had been a bit slow recently and her bigger selling times like Hearthwarming and tax rebate season were still awhile away.

“Well, if the Flim Flam brothers are offering a better price for equally high quality goods I’ll have to buy from them really,” said Cheerilee looking a little awkward. “I have to justify the purchase to the department of education,” she explained.

“I’m still sure there’s some sort of con!” said Medley eyeing the brothers who looked back with relaxed surety.

“Oh, well I don’t have to make the purchase now,” mumbled Cheerilee, not meeting the gaze of the element bearer, “if you can prove something's wrong.”

“I am afraid me and my brother cannot delay too long in this village. No matter how picturesque it might be,” said Flam. “We have appointments in other settlements.”

“We need to be off in no more than two days,” said his brother.

“Isn’t that convenient,” growled Medley, “Look, why don’t I get some ponies to check this out,” she gestured to the violin.

“I guess that’s fair,” said Cheerilee glancing over at Bluenote and biting her lip, “As long as it doesn’t take all that long.”

“You’re on!” exclaimed Medley, leaping into the air and flying across the town square.

After watching her go Cheerilee dropped her gaze to the price list the brothers had given her. “These really are so much cheaper and they do cover almost everything we’d need for the band,” she said. “If I bought the instruments here I’d have quite a bit left over.” She looked up at Bluenote. “Enough to employ a part time music teacher as well. For this year at least,” she continued pointedly.

Bluenote’s ears pricked up. Certainly she liked her current life traveling from town to town to service most of her clients, and her last time working for a school hadn’t gone so well, but there were times when she’d prefer a more stable job. Where she didn’t have to travel so much, and could have a more fixed timetable. She knew Medley wanted the contract to provide the instruments for the school, but shouldn’t she get what she wanted as well? If the brothers' instruments were as good as the ones Medley made then it wouldn’t be like the foals were losing out, and they’d get more time with a permanent teacher out of the deal. Still, it seemed a little greedy for her to take the money from Medley, but wasn’t Medley taking it from her if you looked at it from a certain point of view? She felt so conflicted.

Bluenote’s internal discussion was suddenly disturbed by the return of Medley along with Octavia and Vinyl. “Come on Octavia,” prompted Medley, “Surely you’re the best mare to see if there’s anything wrong with this thing!” She waved the violin around.

“I doubt my skills in analysing its construction are any greater than yours. Still, I will see what I can do,” said the earth pony. She gently took the instrument into her hooves and spent several minutes slowly turning it around and examining it from all directions. Then she rested it on her neck, plucking at the strings. Her ears twitched slightly as she ran through the scales. Finally, she took up the bow and gently ran it across the strings playing a quick tune.

“So?” asked Medley impatiently.

“It is not of the highest quality,” said Octavia, “And it is a little mistuned...”

“I knew it!” exclaimed the pegasus before she was silenced by Ocatvia’s raised hoof.

“My standards may be somewhat higher than most, I have had experience with some of the finest instruments in Equestria and beyond. It is true that it does not match up with them, but that does not mean it is flawed. Given it is to be used to train foals I would say it was of acceptable quality.” She gave Medley an apologetic smile. “It may not be as good as the ones you stock, but the difference is only slight.” She noted Medley’s frown. “I am sorry, but given the speed it was created and its cost, this is a marvel.”

“Vinyl,” said Medley desperately, “You know about this sort of thing, there’s gotta be something wrong with that monstrosity.” She gestured at the Music Maker.

“I don’t know Medley,” said the unicorn peering at the device through her purple glasses. “I’d certainly like to have a closer look at it, give it a once over. But I can’t see any problem with it from here. It’s quite a beauty.” She started to trot towards the vehicle but Flam put himself in the way.

“I’m afraid I can’t let you do that,” he said, “The Music Maker 4000 is based on proprietary technology and the patent is still pending, we cannot let anypony look at its workings at this time!”

“But surely, brother, we could make an exception for such a charming mare?” asked Flim as he slipped past his brother and took Vinyl’s hoof before kissing it. “I’m so glad we bumped into you in Canterlot all those months ago my dear.”

“I’m sorry, dude,” said Vinyl drawing her hoof back. “Have we met?”

“Oh, um, you were the one that told us of this delightful hamlet, we danced, just after the Equinox, in Canterlot,” said Flim, looking rather crest fallen.

“Sorry, I had a lot to drink that night. I don’t remember a thing.” She shrugged. “I’m sure we had a good time though.” She tried to duck past the salespony to get a better look at the device beyond him.

Flam grinned at his brother’s discomfort. “Yes, you did seem rather inebriated at the time, as was my dear brother. The dancing was, after all, on a table. However, we are still unable to allow you to examine our invention, we have to protect our livelihood after all. However, you may carry out any test you want on the product itself.” He gestured at the violin still grasped by Octavia.

“You’re hiding something!” exclaimed Medley glaring at the brothers.

“Now, now, don’t be a sore loser,” chided Flam. “I understand you make your own instruments, would you give away all your secrets to a rival who might use them to undercut you? We are not acting in any way underhoof. We merely want to keep things fair, we have spent considerable time and effort designing and constructing the Music Maker. We are due a return on that.”

“I guess that sort of makes sense,” agreed Vinyl, “I just wish you’d let me have a look at that thing’s guts. How are you dealing with the mana to motion conversion issues? I’ve managed to sort some issues out with my speakers but I want to know if you guys use the same matrix or if you’re coming at it from another route. I’m sure I could get more juice out of your device if I got a closer look.”

“Maybe she has a point, brother,” said Flim looking at his twin beseechingly, “A trade of information could be most profitable?”

“Business before pleasure brother of mine,” said Flam. “Maybe we can talk shop with Ms Scratch later. Once our current business is concluded.”

“Fine!” mumbled Vinyl as Flim gave a shrug.

“Isn’t there anything you can tell from the violin?” asked Medley.

Taking the instrument in her aura Vinyl peered at it carefully through her glasses, turning it about as she examined it. Finally, she floated it in front of her mouth and stuck out her tongue and gave the thing a lick. “Spruce and Maple,” she concluded, “Both from the Scratch Family sawmill, number two shed, unless dad’s changed the oil we use. They haven't skimped on the materials.”

“Your family owns that saw mill?” asked Flam sounding slightly nervous.

“Yep, since great grandpa Teak built the place. Like you said, they can’t be making much profit on this, Dad doesn’t sell this stuff cheap. But,” she turned back to Medley, “I can’t see anything wrong with the product. The cutting’s near perfect, glue looks good, should last for years.” She shrugged.

“See, even your friends agree that our product is superior, not to mention cheaper,” exclaimed Flim, throwing a leg around Cheerilee.

“I don’t know,” said the school teacher, edging away from the enthusiastic sales pony. “Maybe Medley is right; it does seem a little too good to be true.”

“But think of all the happy young foals you can please with new instruments,” said Flam.

“Happy smiling faces looking up at you,” added Flim, “and I’m sure you can find something to spend the monies saved on, new books? An increase in teacher’s salaries?” he suggested.

“Well, um, maybe we could take on a part time music teacher.” Cheerilee’s eyes flicked over towards Bluenote. “What do you think?” She asked.

It seemed to Bluenote that suddenly all eyes were on her, Cheerilee’s pleading for somepony else to take the responsibility, Medley’s were almost accusing and the brothers’ glistened with avarice. She swallowed painfully, her first thought was to agree with Medley. This was almost too good a deal. But neither Vinyl or Octavia or even Medley herself could see anything wrong with the instrument they had seen. The brothers’ machine seemed flawless and did clearly reduce the price of producing instruments. Maybe they were just offering a good deal and maybe Medley was just jealous. Of course there was also the chance of getting a fixed position working for the school. She loved all her little students no matter how spread out they were, but she had to admit that having to travel so much was getting a little wearing, having to get up early to catch trains, fitting her life around shifting timetables. And her work varied so much from week to week it was hard to sort out a proper budget. A nice fixed job, even if only for this year would be a breath of fresh air. But what about Medley losing out on a big sell? She probably needed the money as well, the pegasus was normally taciturn about her income but Bluenote knew business wasn’t always that good.

As if she was reading her mind Medley pointed at her. “Come on Bluenote,” she growled. “Tell her what a bad idea that would be! These guys are scam artists. My product is clearly superior!” She stamped a hoof on the ground. “It’s not like the foals need a full time teacher, you’re always around to help out!”

A look of anger flashed across Bluenote’s face as she processed her friend’s words. “I am the teacher she’s talking about you know! What, do you think I’m not good enough to actually get paid for helping out the school? What's the point of you making instruments if there’s nopony to teach anypony how to use them?”

Medley backed away from her friend, surprised by the venom in her voice. “I didn’t mean that. I’m just surprised Cheerilee wanted to hire you as a teacher,” she winced as the words left her mouth and she quickly tried to limit the damage, but a glare from Bluenote silenced her.

The earth pony turned back towards the teacher. “I definitely think you should take up the Flim Flam Brothers' offer. Their instruments are cheaper and we can’t find anything wrong with them. You can outfit the whole band, and if you do have anything left over I’ll give you a good deal on helping to train them. There’s a school competition up in Canterlot next month. With a bit of work I’m certain I can get the foals to place in that!”

“Oh, um well, if you’re sure,” mumbled Cheerilee looking back and forth between the arguing friends. For a moment it looked like Medley might say something else as her face turned dark as thunder but she controlled herself and spun around, leaping into the air before swooping off towards her shop.

“An excellent choice,” said Flim holding out a price list.

“Just choose what you want and we’ll get straight on constructing them,” added Flam, “You can pay and pick them up tomorrow.”

For a moment Bluenote glanced over at the retreating form of her friend before turning back to the brothers. “We’ll need one of these, and one of these and one, no two of these,” she said pointing at the list as Cheerilee nodded along with her.


> First Movement - Part Two - The Chase
> --------------------------------------------------------------------------

“So did you bring the bits?” asked Flim looking at the small herd of ponies gathered around him and his brother. The two inventors had spent the night under canvas just outside of the town. The Music Maker had chugged away until dawn and now towers of cases sat around them.

“Yes, just like we agreed,” said Cheerilee holding up a large bag. Next to her stood Bluenote and around them stood a few of the townsfolk who had offered to help the school teacher transport the new equipment to the school. Two of them were hitched up to carts.

“Thank you,” said Flim taking the bag in his aura. A stream of currency flashed out of the bag and make a quick circuit around the stallion's head before flowing into his saddlebags. “That seems correct. Congratulations on your purchase, you won’t regret this.”

Bluenote shifted uneasily on her hooves. She hadn’t spoken to Medley since their argument yesterday and she was feeling bad about the whole incident. She really did think she was in the right, the school needed both instruments and a good teacher. At Medley’s prices they couldn’t afford both. Still, maybe she should have handled the whole situation better. The Manechestian mare had a strong sense of personal pride, she hadn’t liked to lose out to the brothers. Bluenote supposed that the whole incident must be a shock to her friend. If instruments could be made so cheaply now she would really need to look into changing how her business worked. To be honest she still thought the deal was a bit shady, despite their smiles there was something about the brothers than just felt wrong to her. Could Medley have been right that there could be some con going on? “Um, maybe we should just have a look at some of the instruments, just to check them?” she suggested as the cases were loaded onto the carts.

“Oh, I suppose that makes sense,” said Cheerilee.

“Well of course,” agreed Flam quickly, he pushed through the crowd of assistants and took several cases in his aura, opening them and whirling their contents quickly around in the air. “What would you care to examine? Drum, recorder, double bass?” He recited as the instruments flashed past. “Perhaps something from the brass selection? Something easy to test?”

“Uh, maybe a trumpet?” suggested Bluenote, feeling a little dizzy as the instruments flew past her.

“A good choice,” said Flim as his brother quickly packed the other instruments away in their boxes, the clips closing with a snap. The older twin searched through a pile of identical boxes before carefully extracting a case from near the bottom. “There you are,” he opened the case to reveal the golden instrument.

Bluenote carefully lifted the trumpet from its packaging and gave it a quick once over. It looked alright, maybe not quite as polished as the violin from yesterday, but certainly functional. She took the instrument to her lips and blew a few notes. It wasn’t perfectly in tune but nothing that couldn’t be quickly fixed.

“Satisfied?” asked Flam.

“Yes, everything seems in order,” agreed Bluenote feeling a little self-conscious now that her fears had been shown to be unfounded, “Sorry, but I wanted to test...”

“Not a problem,” said Flim with a smile, “We pride ourself on our quality. Now I’m sure you’ll want to get these into storage as soon as possible. Ready for all those eager foals to try out tomorrow.”

“Actually, as Bluenote is busy tomorrow they’ll have to restrain themselves for another day before they get to try them out,” said Cheerilee conversationally as she finished loading the last of the cases.

The two brothers shared a look for a moment. “Maybe we could stay in town for another few days’ brother?” suggested Flim. “We could take up Miss Scratch’s offer to examine her work?”

The elder brother rolled his eyes. “We both know what you would like to examine about Miss Scratch, brother. Still her reputation does precede her, we might learn quite a bit from her. We can talk about it further once our customers have left,” he said pointedly.

“Of course.”

Slowly, the small convoy of ponies started to make their way back into town. “You know,” said Bluenote, “they might be right about how eager the foals will be about their new instruments. Maybe I can shift my time table about a bit and free myself up tomorrow afternoon, at least for an hour or so.”

“It would be so nice if you could,” said Cheerilee, “I should be able to get the contract for you teaching by then as well, we can talk about your hours.”

“Thanks,” said Bluenote with a smile, her earlier worries evaporating. It looked like everything was going to work out fine. Sure Medley might still be in a mood, but it was nothing that wouldn’t pass in time. Maybe a batch of her famous cookies might help. She was sure that once the foals had tried out the school’s instruments they’d start to bug their parents to get them ones of their own and Medley would be in just the right position to profit from that. Nothing to worry about at all.







“Now settle down my little ponies!” cried Cheerilee. The class obediently stopped their own conversations and all sat up straight looking forwards at their beaming teacher. “Thank you! Now I have a special surprise for all of you today. Over the weekend the school got a batch of brand new musical instruments! You can all have a go at trying to play them!” Excited mumblings broke out amongst the class again. Cheerilee gave them a few moments to digest the news before signalling for silence again. This time it took a few moments for the noise to stop. “Now before you start I’d like to introduce somepony to you all.” She stepped aside to allow Bluenote to step forwards and wave a hoof at the class. “Some of you already know Miss Bluenote, but you’ll be seeing a lot more of her over the coming months, she’s agreed to be your new music teacher! She’ll help teach you how to use your new instruments.”

Bluenote grinned as several of the foals in front of her, including her current pupils, started to stamp enthusiastically at the news. “Hi kids!” she cried over the noise, “I’m Miss Bluenote. Some of you already know me, some of you I’ve even taught before. I’m sure we’re all going to become good friends over the next few weeks.” She trotted over to the storage cupboard near the back of the room and yanked the door open. “We’ve got all sorts of instruments for you to try out!” She grabbed a random case in her mouth and tossed it onto a bench before tapping the latch, revealing the flute within. “Some of you already know the instruments you prefer but the rest of you can just try out what you feel like. Even those of you with some experience can give something else a try if you want.” Bluenote nimbly stepped aside to avoid the herd of foals that descended on the various cases and containers, easily tearing them open and snatching at the goodies inside.

“Are you sure this is a good idea?” asked Cheerilee worriedly.

“Don’t worry, I’m sure the instruments can take it, and until they’ve tried out a few choices I won’t know what they’re good at,” she replied. “Ok everypony,” she cried over the general hubbub, “Just pick one for the moment, you can try something else later. Play around with your instrument for the moment, just get a feel for what it can do. I’ll be round in a few minutes to give you a hoof. Don’t worry if you can’t do things perfectly yet. I’m sure given a few weeks’ hard work you’ll be able to do wonders!”

Around the class a cacophonous sound arose as each foal started to try out their various chosen instruments. Cheerilee’s ears laid flat against her head as she tried to block out the noise but next to her Bluenote stood with a faint smile on her face, one hoof tapping against the ground marking out some unheard beat.

“Miss! Miss!” came a call from the crowd. Bluenote turned to see one of her personal pupils, Tootsie Flute. The foal was waving one of the flutes from the supply cupboard above her head with a flickering aura. “I think there’s something wrong with this one!”

The music teacher lifted the instrument from the filly and carefully examined it. At first glance It looked alright, it was certainly the right size and shape. However, rather than the normal silver colour of a metal flute it was orangey gold with patches of a greenish crumbly material here and there. Frowning, Bluenote raised the instrument to her lips and gagged at the taste of verdigris, the metal was rusting! She tapped it against a nearby table and a chuck detached itself leaving a hole in the instrument. A strong feeling of unease and dread started to make its way along Bluenote’s back. Maybe it was just a one off, she thought desperately. A bad example? “Let’s see if we can find another one?” she suggested to Tootsie, mostly trying to reassure herself. What if Medley had been right? Trying to stop herself from galloping she forced her legs to trot over to the pile of cases. Now that she was paying attention she noticed that, although secure looking from the outside, most of the boxes were constructed of cheap scraps of wood on the inside. Quickly searching through the boxes Bluenote pulled out a second flute only to find it in just as bad a state as the first. It too was made out of substandard materials, badly corroded brass or copper.

“Oww! I got a splinter!” complained a foal behind her. Bluenote turned but Cheerilee was already examining the stricken foal. Bluenote snatched up the guitar the colt had been playing. The body was rough! It seemed to be made out of something like chipboard! A feeling of panic started to play over the music teacher, this couldn’t be happening! She’d told Cheerilee everything was going to be alright. She’d been sure that Medley was wrong. She’d trusted the Flim Flam brothers. She started to tear open case after case only to reveal more and more instruments made out of shoddy materials, some were already starting to fall apart. She turned to Cheerilee, her eyes wide. Her fellow teacher was pale, but gave the foal a reassuring smile as she carefully removed the splinter of wood from his frog.

“It seems like there are a few problems with the new instruments children,” she said in a reassuring tone. “You can all go to an early recess while me and Miss Bluenote sort things out.”

A little confused but mostly happy at the news the foals started to file out of the room. Once they had all left Cheerilee slumped where she was standing. “How... how bad is it?” She asked quietly.

“I’m sorry Cheerilee, I really am...” began Bluenote.

“How bad?” Interrupted Cheerilee with more force.

“Bad.” Bluenote searched through the scattered boxes again. “There are a few decent instruments, just enough to fool us I guess,” she gave a bitter laugh, “but most of them... most of them are junk. I’m really sorry. I didn’t know. I really thought...”

“I know, I know,” sighed Cheerilee holding her face in her hooves, her dejected tone like a knife in Bluenote’s guts, “I should have checked, I should have known you don’t get something for nothing. I just don’t know what I’m going to tell the school board. I guess we’re just lucky that none of the foals were really hurt. I don’t suppose there’s any chance of us catching up with those con-ponies, they’ll probably be miles away by now...”

“Yeah, I’m really really sorry...” Moaned Bluenote. There had to be something she could do to make this better, “Wait a minute, they don’t know we tried out the instruments today, and they said they were going to visit Vinyl! We might have a chance to catch them!”

“You really think so?!” asked Cheerilee but Bluenote was already rushing towards the door as fast as her hooves would carry her. After only a moment's hesitation Cheerilee followed her colleague.







The strange egg like shape of Vinyl’s residence came into sight as the two teachers galloped through town. For a moment Bluenote feared that the brothers might not be there, that they had already left town, but then she caught sight of the Music Maker parked only a short distance away. A further glance showed the two tall unicorns standing just next to it while Vinyl’s hindquarters protruded from a hatch in the side of the machine. While the elder brother seemed to be explaining something to the element of magic the younger seemed more transfixed by the parts of the mare protruding from the vehicle. His ogling caused another burst of anger in Bluenote and she put more effort into her pounding hooves.

“Brother!” exclaimed Flam as he noticed the two angry teachers quickly closing in on them.

Flim broke his eyes away from Vinyl’s wiggling posterior and looked up at the sight that had alarmed his brother. “Oh, dear!”

“Junk!” yelled Bluenote as she came to a halt only a few feet from the brothers. “All your stuff is junk!” She was too angry to come up with a clearer explanation.

“You’re crooks!” yelled Cheerilee arriving only a moment later.

“Huh?” asked Vinyl as she crawled out of the workings of the machine, “What’s up?” She had a variety of tools floating around her.

“These two!” Bluenote jabbed an angry hoof at the brothers. “Have conned us! All the instruments they sold us are useless, dangerous even, they’re falling apart already!”

“Give me my money back!” demanded Cheerilee stamping towards the brothers.

The two shared a worried look and took a step back. “Now, now,” said Flam calmingly, “I’m sure we can deal with this.”

“Are you sure the instruments themselves are faulty? Foals can sometimes play a little roughly with their new toys,” suggested Flim.

“They were defective! Useless!” growled Bluenote. She could not believe how angry she felt right now, the con stallions were even trying to blame her foals!

“Now, now,” exclaimed Flim. “The element of magic herself can tell you how effective our machine is; it only produces the highest quality instruments.” He turned to Vinyl who was standing next to him with her brow furrowed.

“Well, yeah. I didn’t see anything wrong with it. It’s a wonder of mana engineering really, maybe a bit bigger than it needs to be, but not faulty. Makes the best instruments you could get from whatever you put in it.”

“Well these were faulty! Rusty metal! Chipboard! Useless!” yelled Bluenote. “Medley was right, they’re con stallions!”

“We do not have to stand for this slander!” exclaimed Flim, suddenly angry, or doing a good job of faking it. “We only use the highest quality of materials, you yourself saw our demonstration! You will be hearing from our lawyer!” The stallion floated up a business card with the name ‘Saw Goodstallion, attorney at law’ embossed on it.

Vinyl turned to the Music Maker and started to sniff, her nuzzle twitching. “Something doesn’t smell right here.”

“Damn right it doesn’t” yelled Cheerilee throwing aside the business card. “It smells like...”

“What’s this?” Interrupted Vinyl poking at a hatch in the side of the machine making it spring open.

“Don’t do that!” cried Flam leaping for the device and slamming it shut, but not before Vinyl managed to levitate out various items.

“Scrap metal? Chip board? This stuff’s junk! You’ve been using this to make your instruments!” exclaimed Vinyl, turning on the two brothers.

“Oh dear, it seems we may have outstayed our welcome brother,” said Flim a little wearily.

“I did say we should have left last night, rather than try to impress miss Scratch, brother.”

“Yes, well that will teach me to put pleasure before business. We should be on our way.”

“You’re not going anywhere!” exclaimed Cheerilee, “Give me back my money! Then mum can decide what to do with you!”

“I’m afraid that’s not going to happen,” said Flam almost apologetically. He tapped his horn against his brother’s and suddenly there was a flash brighter than the sun. Bluenote gave a cry and clutched at her eyes. A nearby scream suggested that Cheerilee had been equally affected. For a horrible moment Bluenote thought she might have been permanently blinded by the spell but slowly her eyesight started to return. She blinked away the stars floating in and out of her vision and looked around. The Music Maker was already half way down the road, the two stallions mounted on the back, their horns glowing brightly. Despite the speed of its exit the device was still playing a jaunty tune. Vinyl Scratch was galloping along behind the vehicle, presumably protected from the blast by her glasses. Realising the con stallions were getting away Bluenote took to her hooves after them. Cheerilee joined her, still wobbling a little as she recovered from the flash.

It didn’t take long for the two earth ponies to catch up with Vinyl. The DJ did what she could to keep herself fit but she couldn’t outrace the magically enhanced muscles of her hornless friends. Unfortunately, the magic behind the Music Maker seemed even stronger and it was slowly but surely starting to pull away from the increasingly tired mares. “You might as well give up, my dears,” called Flim from the seat on top of the device, goggles covering his eyes. “You don’t have a hope of catching us!”

“I think... think he’s right,” panted Cheerilee. “Maybe we should just let them get away, get the police to track them down.” A foam was starting to form on the school teacher’s flank.

“We... we can’t just let them get away,” gasped Bluenote through gritted teeth. “We can’t let them run the same scam on another school! We don’t know how much more trouble they might cause before they get caught.”

“I... I got a good look at its insides,” yelled Vinyl through gritted teeth as she tried to keep up with the other mares. Around them the various inhabitants of Ponyville looked on in astonishment as the bulky vehicle and three mares rushed past. “I think I might... might be able to stop it... by draining the power!” She screwed up her face in concentration as her hooves started to beat out a rhythm on the road and her horn began to glow with a pink aura.

“I do think miss Scratch is trying to stop our wonderful device, brother,” commented Flim, taking a draw from a drink as he lounged in the driver's seat of the vehicle.

“Preposterous brother!” exclaimed Flam, looking up from the controls. “Such a spell would be...” He was cut off as the organ gave out a series of off key notes and juddered before the wheels started to slow. “I don’t...” He gasped before concentrating and making his horn glow even brighter.

“This isn’t possible!” gasped Flim as he joined in bolstering the machine, but despite his efforts it continued to slow, allowing the pursuing mares to close the gap.

“Surprise... chumps...” panted Vinyl, a grin of triumph on her face. “Your contraption might be impressive, but from what I saw it’s not very efficient. Give me some time with it and... oops.” Too busy concentrating on her spell, Vinyl failed to notice a loose cobblestone beneath her hooves and tripped, sprawling to the ground.

The force slowing it disappearing, the Music Maker suddenly shot forwards, the tempo of the music it generated speeding up, changing from a gentle jig to a demonic cacophony. The roar of its engine grew louder and louder as the brothers struggled to get it back under control. The streets of Ponyville quickly gave way to the fields beyond as the vehicle flashed out of the town. Suddenly there was a loud ping as something in the magic powered engine broke under the strain and the vehicle slewed to one side, turning off the road and onto the ploughed fields that surrounded it.

Flying from bump to bump as it thundered over the rough ground the Music Maker rumbled forwards. Bluenote felt a wave of triumph flow over her as the Flim Flam brothers were sent tumbling from their perch on top of the vehicle. Then she felt a moment's fear as she saw them land heavily, she hadn’t wanted them to get really hurt, but soon enough each of them staggered to their hooves. She started to turn aside to capture them before they could recover but then heard a scream from ahead. Turning her head she saw a pair of Ponies standing in the path of the runaway vehicle.

They must have been on Apple land as she recognised the younger of the pair as Applebloom and the elder as her grandmother Granny Smith. The foal was trying to pull her elderly relative out of the way of the approaching Music Maker but Granny was only able to move at a snail's pace, and with the Music Maker bearing down on her that was not enough. Unless something was done they would both be run down.

Glancing over, Bluenote saw that her companions had realised the same thing. Vinyl staggered back to her hooves and her horn flashed again, a lasso of light extruding from it and affixing itself to the vehicle. For a moment it looked like the spell might stop the runaway wagon but then the line drew tight and with a yelp Vinyl was yanked from her hooves and dragged along the ground behind it.

Racing along just behind the vehicle Cheerilee and Bluenote shared a look for a moment then nodded as they both realised what they needed to do. The Flim Flam Brothers forgotten, the two of them hammered their hooves into the ground at an increasing rate, drawing themselves alongside the Music Maker. Flexing their legs they leapt sideways, smashing into the side of the waggon with bone jarring force desperately trying to divert it before it could crush the pair of Apples who were getting closer and closer with each fleeting second.

Gritting her teeth Bluenote rammed into the side of the Music maker again, her flank aching with bruises. She felt the vehicle give a little but it wasn’t enough. Next to her Cheerilee tried the same and stumbled from the impact, she got her hoofing back in a second but that was enough for the vehicle to clear almost a quarter of the distance to the old mare, leaving the teacher behind. At the back of the wagon Vinyl had managed to get to her hooves but was still being dragged along behind, leaving a furrow in the ground as she went. A second magical rope shot from her horn to latch onto a branch of a nearby tree but the force tore it straight off.

Bluenote prepared to throw herself at the vehicle again, despite knowing it was not going to be enough. Mere feet in front of the hurtling vehicle she saw Granny Smith grasp her granddaughter in her hooves and throw the filly aside to safety. The action caused the old mare to slip and fall. She glanced up at the at the approaching vehicle for a moment before closing her eyes.

“NOPE!”

At the same moment as Bluenote slammed into the side of the Music Maker a red thunderbolt struck it as well. Wood shattered and metal bent under the joint impact and the great machine was sent flying, tumbling onto its side as it skidded past Granny Smith before crashing into a tree and coming to a stop, its song finally falling silent.

For a moment Bluenote led where she’d fallen, waiting for the world to stop spinning. Nearby she saw the battered form of Big Macintosh Apple struggle to his hooves and begin to stagger towards the fallen form of his grandmother. “Granny! Bloom!” he called.

“Big Mac!” came a cry from the youngest apple as she leapt into her brother’s arms in a tearful ball. “Ah was so scared!” With a smile on his lips the giant stallion cradled his sister in his arms.

“What happened here?” cried Applejack as she and her cousin Caramel arrived on the scheme. “Are you alright Granny?” She asked as she helped the older mare to her hooves.

“Don’t you fret none, I’ve seen worse than that whoseamathinger,” said Granny as she straightened herself, wincing a little.

“It was the Flim Flam brothers!” exclaimed Cheerilee as she staggered up to the rest of the group followed by a dazed looking Vinyl. “They conned the school and tried to run, luckily we caught them before they could...” She turned back to the point where the brothers had last been seen only to find it empty, “get away,” she concluded lamely.
> Second Movement - Part One - Why can't we be Friends?
> --------------------------------------------------------------------------

“Cheerilee?” asked Bluenote tentatively as she tapped her hoof against the door to the teacher’s office.

“Come in,” came Cheerilee’s listless voice.

“So how’d it go?” mumbled Bluenote shuffling her hooves as she entered the tiny room.

“It could have been worse,” said the teacher with a sigh but she didn’t meet her companion's gaze. Instead she just stared down at the carpet and fiddled with one of the bandages covering her many cuts and bruises. It was only after the excitement was over that she and Bluenote had realised how bad an idea it was to try to ram a runaway cart. Even Big Mac had come out of the incident with some bumps. The last time Bluenote had seen of the giant stallion there had been a long line of mares looking to give him some tender loving care. She’d noticed Octavia within the group, under better circumstances she would have teased her friend about her obvious crush. “The school board decided,” continued Cheerilee, “that I was just incompetent rather than criminally negligent.” She sighed again. “Given who mom is they can’t really fire me. Just add a note or two to my file.” She shrugged. “It’s not like I really want to teach anywhere else in the short term.”

“I’m really sorry about what happened. If I could do anything to change it, I would. In an instant. Maybe if I talked to them? Told them it was all my fault?” Bluenote really hated to see her friend like this. She almost wished Cheerilee did blame her for it all, that she’d shout. Throw something even. Almost anything would be better than the depression gripping her normally chipper friend.

The purple mare slowly shook her head. “No, it was my responsibility, not yours. I was the one in charge of the money. I chose how to spend it.”

“How... how are the kids?”

“They’re taking it all well. A little disappointed. They were so looking forwards to all playing together.” Bluenote winced, in a way that hurt more than losing all that money. She wished Cheerilee hadn’t mentioned them now. “We still have enough instruments for a smaller band. There were a few half decent examples in the junk the brothers left us, plus the older ones as well. Thank Cadence I didn’t throw them out.”

Bluenote nodded. Most of the instruments the school used to have were well past their prime, passed through the hooves of generations of foals over the years. Still, they were just about servable. Medley had used her skill to keep them going. But there were only enough to outfit maybe a quarter of the class. The grant had been meant to allow the whole school to play at once, a mini orchestra for mini ponies.

“Oh, there’s still this for you,” said Cheerilee turning towards Bluenote and holding out a thick envelope.

The music teacher took the envelope and tore it open. She spread the papers within over a nearby table. Her eyes widened as she read it. “No! You can’t do this Cheerilee! Not after everything I did!”

“The school still needs a music teacher. Even if we don’t have enough instruments to go around. I’m sure the foals can share. Maybe we could have a choir? You don’t need instruments to sing,” an almost genuine smile started to shine from her face.

“Look... you...” Bluenote was struck dumb by her friend’s generosity.

“You deserve it after all the time you’ve put into helping the children. Plus, you also happened to save the world if I remember correctly.” Turning away Cheerilee shuffled through a few letters on her desk. “Oh, this came for you as well,” she said picking up an envelope.

Bluenote tore it open. “Huh? Oh, it’s the entry form for that contest in Canterlot. The one I told you I’d could get the kids to... win... a... prize... in,” her voice trailed away and her eyes widened as they flashed back and forth over the letter. “A prize! That’s it! We enter this contest and place, that should get us back the money we lost to the brothers. Maybe even more if we come first!”

Cheerilee looked less overjoyed. “Do you really think we can do that?” she said cautiously. “It’s open to schools from all over the area. We haven't even got our band organised yet.”

“No problem,” said Bluenote waving a hoof dismissively, “your kids are really talented. Tootsie’s got a bright future ahead of herself, Silver Spoon’s come on in leaps and bounds since I started to teach her, and Sweetie’s voice is beautiful! I’m sure we can do this! Anyway we’ve got the better part of a month to sort it all out.”

The music teacher’s enthusiasm was infectious and Cheerilee’s ears started to perk up. “Well I suppose so. I know how much the children like their music, and you really are a good teacher.”

“That’s the spirit! After all, nothing ventured, nothing gained!”
“Wait!” cried Cheerilee, her ears drooping again as she read through the application. “This says that the whole school has to take part, and play.”

“What!” exclaimed Bluenote almost tearing the form from Cheerilee’s hooves. “But that's... why?”

Cheerilee sighed. “It makes sense really, the grants went out to almost all the schools in the district. This competition is supposed to show off what they’ve done for the foals with it. We’re supposed to show what we bought with the money and how well the children are doing.”

Bluenote chewed at her lip as she ran through the numbers. She knew some of the children had their own instruments and she had a fair collection herself. A few generous souls around town would help as well, but it still didn’t add up. They were still dozens of extra instruments short, and there was only one pony in town who would have them. “We need Medley’s help,” she finally admitted, “We need to hire a bunch of instruments from her.”

“With what money?” asked Cheerilee.

“Maybe we could ask Octavia for money?” said Bluenote hopefully. “Surely her family could afford it, they own like a gazillion acres of Equestria or something.”

Cheerilee shook her head. “We can’t use funding from nobles in the contest, it’s supposed to show how well we used the government grants, extra funding isn’t allowed. Maybe I should talk to Medley,” she suggested. “Apologize for my decision, maybe we can come to some sort of agreement?”

“No,” said Bluenote looking down at the floor and shuffling her hooves. “It needs to be me, I’m the one that hurt her most, I need to apologize.” She looked up again with a fake looking smile. “I’m sure she won’t hold my own stupidity against the needs of the children.”







“Welcome to Medley Music,” mumbled Medley without much enthusiasm as the bell above the door emitted its familiar tinkle. “Oh, it’s you,” she grunted as she glanced towards the doorway to spy Bluenote standing awkwardly in the doorway. “Are you alright?” she said, her voice tinged with worry. “I heard you got hurt when your new friends hoofed it out of town.”

“Yeah, um.” Bluenote scratched at one of her bandages. “Just a few bumps, nothing serious.”

Medley nodded, her hunched form relaxing by a tiny amount. “Is there something I can do for you?”

“Right, yeah, well,” said Bluenote making her way slowly towards the counter. “How’s business?”

“Not too bad,” said Medley scowling, “I was going to make a big sale a bit back, but somepony decided to give the money to a bunch of con-stallions instead!”

“I think it was their boaters. What’s not to trust about ponies who wear hats like those?” said Bluenote with a nervous giggle. Maybe a little humour would lighten the mood?

“Is that all this was to you, a joke?” yelled Medley suddenly boiling over, “Can’t you be serious for one moment? What if one of the foals had gotten injured by their rubbish?”

Bluenote bristled. “I wouldn’t have... I... look I... They seemed reasonable!” she pleaded, trying to reign in her own temper. How dare Medley suggest she’d let her foals get hurt! “Their prices were lower than yours and I checked out their stuff as much as I could!”

“Of course their prices were lower, they were making tat! You have to pay for true craftsmareship!” insisted Medley shaking a hoof.

Bluenote scowled. “Sometimes it seems like bits are the only thing that matters to you.”

“Craftsmareship matters!” growled Medley, reaching out and gently running a hoof over a nearby fiddle. “Proper materials cost. You don’t get something for nothing. You should have realised that the brothers couldn’t provide a good product at their prices. But no! You were just blinded by the chance of a job where you didn’t have to get out of bed until noon.”

Bluenote clenched her teeth at the latest barb, trying to bite down on her response. She needed Medley’s help and they’d already gotten off to a bad start. “Look, Medley. Me and Cheerilee have come up with a way to make up for the money we lost to the brothers. But we need your help.”

Medley paused for a moment. “I’m listening,” she finally said, crossing her forelegs across her chest and rising into the air to glare down at her friend.

“There’s a competition coming up next month in Canterlot. It’s for school bands. If the kids try really hard, and I know they will, I’m sure they can place. There are cash prizes. We can use the bits to get more instruments, from you this time.”

There was another long moment’s silence. “Sounds reasonable, so what do you need from me?”

Sighing with relief, Bluenote’s face cracked into a wide smile. “We just need to borrow a few instruments for the contest, some trumpets, maybe a cello or two...”

“And by borrow, you mean pay to hire,” said Medley coldly.

“Yeah, well you see, about that,” mumbled Bluenote, “we don’t really have any money for this. Not until we win the contest, but we’ll be able to pay you back then. Think of it as a loan!” she said brightly.

“A loan!” spat Medley as if the word tasted bad. “And if you don’t win?”

“Hey! The kids are talented! They’ll win! We just need to borrow the instruments for rehearsals and the contest itself. Once we’re done you’ll get them back right as rain!”

“Foals are very hard on instruments; they don’t know how to look after them. I’m sure anything I gave you would end up scratched,” she winced clutching the violin closer to her, “or dented. It would reduce the possible selling price.”

“I can ask the kids to be extra careful. It can’t be all that bad. You hire out most of the instruments I use to teach.”

“And look at the state you bring them back in, sticky hoofprints all over them!”

Bluenote winced a little, many of those were hers rather than the foals’. She tended to find that inspiration often struck on the back of a few donuts. “So add another few percent on the fee, we’ll be able to cover it once we win.”

“If you win! What will you do if you don’t?”

“Come on! With these kids we’re going to win.”

“I wish I had your confidence. From what I’ve heard some of them don’t know one end of a trumpet from the other!”

There was an icy silence. “My kids are amazing!” snarled Bluenote, “You won’t find a more talented bunch anywhere in Equestria, or beyond!” She boasted.

Medley actually floated back a little from the venom in her fellow element bearer’s voice. “They might be good, but they’ll be going up against schools from all over.”

“Look, are you going to lend me the instruments or not!”

“No.”

“What!” exclaimed Bluenote blinking in confusion.

“I’m sorry Bluenote, but I can’t make a gamble like that. It might be a big loss for me and I don’t rate the chances of the foals winning.”

“Come on! You can trust me! You know things will work out alright, they always do!”

“I thought I could trust you, but then you betrayed me,” she said coldly. “I can’t take that chance again. This is my livelihood, not some game.”

“Look what if...”

“No!”

“You didn’t even...”

“No!”

“WELL FINE THEN!” cried Bluenote in frustration, “I’ll be off!” She stamped off towards the door. “Ex-friend!” she snarled.

For a moment Medley reached a hoof out towards Bluenote retreating form then she pulled it back in and stamped angrily on the floor. “Fine!” she yelled as the door slammed shut. “I don’t need you anyway!”







Medley glared at the door for a moment before sinking to the ground as she realised what she’d done. With a groan she slowly knocked her head against the counter in front of her. Stupid, stupid, stupid, she thought, once again she’d driven someone away from her, lost a friend. Why did she keep letting things like this happen?

Sighing, she got to her hooves and began to drift about the shop, mechanically moving to clean her stock. Her mind on something else as she began to sing to herself.

Nothing is so good it lasts eternally
Perfect situations must go wrong
Foolish pride once again prevented me
Keeping friends close for all that long
Looking back I could have played it differently
Listened to her words, who can tell?
I spent no time to understand the mare
And it’s left our friendship’s just a shell

She stopped for a moment at a small alcove near the counter. There lay a framed picture of the element bearers taken not long after they had driven away Nemesis. The figures it showed were battered, but joyful. Medley stood off to one side away from most of the crowd but Bluenote had a leg rested across her friend's neck. Her gurning at the camera drawing a smile from even the taciturn pegasus. Medley slowly wiped a hoof over the picture, moisture starting to gather in her eyes.

Wasn't it good?
Is this the end?
Isn't it madness
We can't be friends.

But in the end she needed
A little bit more from me --
Why couldn’t I agree?

Sang Medley looking around the music shop, its walls lined with instruments. Useless without somepony to play them.

***

Outside a fuming Bluenote stomped her way down the street. Why couldn’t Medley think of anything but her own profits for a change? The mare was absolutely insufferable! She was better off without her! There had to be some other way to get the instruments she needed. She had quite a few at home, mostly hired from Medley. Not enough, but still it was a place to start. She had a piano, a drum kit, two, no three trumpets, her tuba of course, a Flugelhorn, a prench horn... most of a brass section really... now that she thought about it, she really did have a lot of instruments on hire from Medley. It wasn’t even like she paid all that much for them. The pegasus even serviced them regularly. She didn’t even insist Bluenote pay on time if it hadn’t been a good month, although she did grumble a bit about that.

Bluenote came to a halt mid step in the middle of the street. The warmth of her anger starting to drain away leaving her chilled, what had she just done? What had she said? She’d ruined one of her best friendships! Of course her friend couldn’t just keep trusting to luck.

She needed security
To be paid, cried Bluenote

Did she really expect her friend to put everything on the line for her? After she’d shown she didn’t trust her by siding with the brothers?

***

I know her so well.

Mumbled Medley looking at the picture again, remembering how her friend had saved her from the Tagasoro in the Everfree, had saved them all.

***

It was like scales were falling from her eyes, or maybe those were tears. Bluenote could see how much she’d hurt her friend and then just expected that she would keep on giving. That Medley’s element could just be taken for granted. That she would support her regardless of the situation.

None of your friends should be taken for granted
No pony will always be on your side
Do I return and apologize to her?
Or is the gap between us grown too wide?

Looking back I could have played it differently sighed Bluenote, unknowingly echoing her friend’s words.
Thought about the mare before I yelled

Of course she shouldn’t have expected that Medley would just give her what she needed, she was a businessmare. If she just gave everything away she’d go broke.

But I was ever so much thoughtless then
Now at least I know her well

Wasn't it good? Cried the two ponies, thinking back to the good times together.
Is this the end?
Isn't it madness
We can't be friends.

Didn’t I know
How it would go?
Why couldn’t I be smart
Why did I take things to heart?

***

Bluenote’s thoughts took her back to her first few days in town. Back when she was just starting out, looking to make a name for herself as a music tutor. She’d needed a range of instruments to teach with and only Medley, her own business still in its infancy, had what she needed. Despite her shaky financial situation, the pegasus had provided all that she needed at bargain prices. Whenever she had a pupil interested in an exotic instrument Medley had come through regardless of the effort needed.

***

Medley remembered all the times that her more gregarious friend had helped her out. Raised her spirits when times had been tough, helped her put up with Dash when the weather manager was being obnoxious. She thought of the many foals who had had their birthday and Hearthwarming presents bought from her shop because their teacher had recommended it.

Wasn't it good?
Wasn't she kind?
Now I feel sadness
We can't be friends? Moaned both element bearers.

***

But in the end she needed
A little bit more from me --
Why can’t I agree?

***

She needed security
To be paid.

***

We can't be friends

***

I spent no time to understand her

We can't be friends

Separated by only a few dozen feet and a stone wall the two ponies both lowered their heads in sorrow at what their hasty words had done, words they now both bitterly regretted.

***

Bluenote sighed as she started to slope off towards her home. The situation seemed hopeless. She had, in her rash actions, estranged herself from Medley. There was no way she could make amends to her ex-friend now...

No!

She stomped a hoof on the ground.

No!

She and Medley were elements bearers, surely the elements wouldn’t have picked them if their friendship could be broken so easily? There had to be something she could do to fix things. Not just fix their relationship but help Cheerilee as well. If need be she would get down on her knees and beg her friend for forgiveness. She knew Medley was proud, and rightly so, she worked hard at her trade, but she still had a heart. She did all she could for her customers, and her friends. Bluenote just needed to think of some way to show that she really appreciated what Medley had done for her...







Once again there was a tinkle from the bell above the door. Medley turned, for a moment she wanted to ask whoever it was to go away, she really didn’t feel like dealing with any customers at the moment. She didn’t feel like doing anything really, but no, it was her duty to help anyone who came to her shop. “Welcome to Medley’s Music, how can I... Bluenote!” she cried springing to her hooves. She only just stopped herself galloping across the shop floor towards her friend. She wanted to hug her, to tell her how sorry she was, that this was all a mistake. But even after all the emotions that were running through her her pride still held her back. “How, how can I help you?” she asked, her voice almost cracking.

“Um, hi,” said Bluenote, a nervous smile spreading across her face. “I’m sorry for what I said, I’m sorry for not believing you... look can we start again please?”

“Of course, I’m... I’m sorry too, but, I can’t just give you the instruments. I wish I could but it could ruin me, I’m sorry.”

“Don’t be,” said Bluenote closing the distance between them. “I can pay.”

Medley cocked her head. “You can?” she said hopefully. Then she frowned again. “I can give you a good deal, but not that good. Don’t ruin yourself for this!”

“Don’t worry, I won’t. I happen to have come into some money recently. It’s not all that much but I think it will be enough.” She pulled a stack of papers out of her saddlebags and dropped them onto the counter.

Medley trotted forwards and looked at them, flicking through the documents. “What is this? A contract? Your new job? You can’t give this up!”

“I can, I don’t really need it anyway. Maybe I’ll be a bit busier, but my normal students pay the bills and what’s a bit of extra time helping the local foals? They’re worth it! Erk!” She was suddenly engulfed in a huge hug by the legs and wings of Medley.

“Thank you! Thank you!” mumbled the pegasus.

“Can’t... breathe...” gasped Bluenote, shocked by her normally taciturn friend’s reaction.

“Sorry, sorry,” gasped Medley releasing her friend, a large smile plastered on her face. “You really... I’m sorry for what I said, you really do care for those kids.”

“Yeah, well, they’re special you know. I’m sure they’re going to go far. Anyway, I hope you’re ok getting the payment in instalments. I get paid weekly for the job.”

“I’m sure we can work something out. We can get things all squared away once the foals win this contest.” Medley turned towards the back of the shop, “Now, let’s see what you need for the band. You’ll need one of these, and one of these and one, no two of these!” she exclaimed pointing at the shelves. “Oooh! You have to have one of these!” she added as she began to prance down the aisles. With a smile Bluenote followed her friend.

> Second Movement - Part Two - Ponyville Forever
> --------------------------------------------------------------------------

“Equestria, my ho-ooooooo-me,” concluded Sweetie bell with a vocal flourish. The effect was somewhat spoiled by Diamond Tiara trying to sing over her. Around the two fillies the music faded away into a momentary silence.

“Wonderful, Kids!” cried Bluenote stamping her hooves in appreciation. “You were all amazing!”

“Thank you Miss Bluenote,” said Diamond, “But I’m sure I would be even better if I was singing solo.” She looked around at the rest of the band. “My daddy says I’m going to be a star!” Next to her Sweetie looked aside and doodled on the floor with a hoof awkwardly.

“You were both wonderful, but you could maybe work a little bit more on harmonising. There’s no winner or loser in the song. You’ll sound so much better together than apart.”

After a moment Diamond nodded and mumbled an agreement.

“Good! Now I think we might have time for just one more piece. How about another go at improvisation?” A number of excited yells broke out around her, the class enjoyed their improvisation on a theme attempts. Although Bluenote did have to admit that many of the attempts weren’t entirely musical. Snips and Snails’ attempts at rap in particular made her ears want to bleed.

“Actually,” interrupted Cheerilee from the school’s door, “I’m afraid it’s a bit late, some of the parents are here to collect their foals.” There were a few disappointed groans from the children.

“Sorry kids,” said Bluenote with a shrug. “Now it’s the big day tomorrow. Everypony make sure you get a good night's sleep and I’ll see you all at the train station tomorrow morning. Remember it leaves at 10 sharp and if you miss it, well it’s a long gallop to Canterlot!”

Giving a little cheer the crowd of excited foals started to disperse herded from the room by Cheerilee leaving only Medley and Bluenote behind.

“Do you really think they have a chance?” asked Medley carefully picking up a violin discarded by one of the foals and gently wiping it off with a cloth before placing it in a storage case. Bluenote was surprised how much of her time the pegasus had put into helping the foals practice. Sure, she had a feeling that her friend might have been more interested in keeping her instruments in good shape than actually helping to teach them. Still, for all of her hard exterior Medley was actually quite good with the foals. Although she still couldn’t sit through Bee Bop’s performance on the drums without flinching at how, enthusiastic, the filly was.

“Of course! They’re all really talented. I’m sure they’re going to come in first place!”

Medley raised an eyebrow and gave her friend a look.

“Well ok, maybe not all of them. Thank Cadence for the triangle, not even Dinky can mess that one up! But Silver’s come on in leaps and bounds on the piano, Snips and Snails are surprisingly good on trumpets, and Sweetie could charm the birds from the trees with that voice of hers. Diamond’s really good as well. Maybe some of the others aren't great, but they’re enjoying themselves and that’s all that matters. Everypony has to perform in the contest so all the other schools will have the same issue.”

“I wish I had your confidence in them,” said Medley stacking instrument cases in a pile. “Still I will agree that they are talented.”

“See?” said Bluenote nudging her friend, “Under that cynical exterior you’re just a big fluffy kitten.”

“Am not,” muttered Medley blushing a little. “Have you decided what our final line up’s going to be? We should have sorted it out a week ago.” She raised a disapproving eyebrow.

Bluenote grimaced. Medley was right, but it was so hard to choose. The rules weren't all that complicated, each school had to perform three pieces in less than half an hour. At least one of the pieces had to involve the whole of the school and staff could be involved in one of the pieces as long as there were at least the same number of students also playing. Apart from that any styles were allowable as was singing. Given the wide range of skills in the band she’d found it hard to narrow down the final three tunes they’d go with. She’d never been all that organised. She preferred to go with whatever felt best on the day but that meant the band had been practising over a dozen pieces rather than getting just three down pat.

Seeing her friend’s hesitation Medley sighed. “I think we should at least go with Pachydermelbel's Canon. The children really seem to have gotten it down.”

“Yeah, I suppose so. It’s nice but it’s so boring, just the same bit over again and again. I think we need something with a bit more pizazz.”

“I know you prefer the showy numbers but they’re harder for the kids to learn, we need them to play the best they can!” To win and get us the money we need, went unsaid.

“I know, but they should also have fun while doing it!” exclaimed Bluenote. This was a long running argument between them, they’d been going round and round on it all month.

“I’m all for going with the flow but the contest is tomorrow, you need to make a decision!”

“Fine!” grunted Bluenote turning away from her friend.

Gritting her teeth and trying to force down her anger Medley returned to packing the instruments away. “Look will you help me pack all this stuff up? We need to make sure it’s ready to transport tomorrow.”

“Oh, we’ve got plenty of time to do that.”

“I’d like to have some time to work on the Brother’s device again tonight,” explained Medley. Vinyl had, after quite a bit of arguing, managed to get the Music Maker 4000 released into her custody. Bluenote thought that the mayor not having enough free space to store the thing had helped. As soon as she had permission to work on it the DJ had asked Medley to store it in her back garden. The shopkeeper had eventually agreed as long as she could tinker with it as well. Neither of them had quite figured out how to get it to work yet but Medley had finally admitted that it could produce half decent instruments, if provided with the right materials.

Bluenote sighed. “I suppose so. Look, Medley, I can’t thank you enough for all the help you’re giving us.”

“Well you are paying me,” said Medley looking away.

“Yes, but not all that much! And you’ve even let us use your harp,” she gestured to the huge instrument near the back of the stage. “I just want to say thanks. I’m sorry I didn’t believe you when the brothers turned up.”

“Yeah, well the past is the past, it’s behind us now. Let’s look to the future a bit, and the contest. I’ll make sure I’m there to help as much as I can.”

“You’re coming with us? What about the shop?” asked Bluenote in surprise. Medley hardly ever shut up her shop on a working day.

“It’s a quiet time at the moment,” mumbled Medley. “Plus you’ll need someone to help you tune this lot. Everypony knows you’re tone deaf.”

Bluenote grinned and hopped over to her friend to nuzzle against her. “Thanks!”

“Yeah, well,” muttered Medley looking very uncomfortable.

“How’s it going?” came Cheerilee’s voice as the door started to swing open.

Medley took the chance to rush away from Bluenote. “There’s still quite a bit to do,” she said.

“I guess we should get to work then,” said Bluenote still grinning as she started to disassemble the drum kit.







“Misth! Misth!” cried Twist seemingly in Medley’s ear, jerking her away from her thoughts. “I think Featherweight’s going to be thick!”

Wearily, Medley glanced around the carriage packed with over excited foals watched over by a few parents on their way to support their children. None of them seemed all that interested in the cries of the red headed filly. Cheerilee was apparently dealing with some other emergency at the opposite side of the train and Bluenote was nowhere to be seen. It looked like she’d have to deal with this. Sighing, she got up from her seat and trotted over to the rather green looking colt. It wasn’t that she disliked foals, in small doses. She loved the look of excitement in their eyes as they looked around the wonders of her shop. However, in her experience large number of foals in one place tended to wind each other up so that even the normally best behaved of them became little monsters, often resulting in destroyed merchandise and embarrassed parents. Still, at least they didn’t literally have talons like her own cousins. She idly wondered how Double and Trouble were at the moment, it had been a while since she’d last written home.

“What’s wrong?” she asked the stick thin colt sitting quietly by the window. Like the rest of the kids he was dressed in a tabard in the colours of Ponyville. It had been the closest thing to a uniform Rarity had managed to put together at short notice from their non-existent budget.   

“He thed that he didn’t like trains,” explained Twist before the colt could speak for himself. “So I gath him some theats because they always make me theel better.” She held out a large and now mostly empty bag of candy. Its previous contents probably hadn’t helped calm the sick foal’s stomach.

“That might not have been the best of ideas,” said Medley cautiously reaching forwards to rub the colt’s back gently while at the same time preparing to bolt back at any sight that he might throw up. “Not much further to go now. We’ll be in Canterlot in a few minutes,” she said in what she hoped was a soothing tone. Glancing out of the window she saw the mass of the mountain as it rose up in front of the train.

Featherweight’s eyes rolled towards the sight and he let out a groan as the train juddered as it began the ascent. Medley nodded with sympathy, motion sickness was fairly common in pegasi. She’d never suffered from it herself but it was easy enough for their senses, developed to control flight, to get confused when traveling in a vehicle. “It’s not just that,” whispered the colt lowering his voice and glancing at Twist who now had her muzzle buried in the bag. “I’ve never played in front of a real audience before, I’m scared I’m going to mess up in front of all those ponies.”

Stage fright? Well that was to be expected. Thinking about it she looked at the carriage’s occupants in more detail. It wasn’t hard to recognise that many of the foals were similarly affected. What she had previously thought of as excitement now seemed much more like nervousness. “It’s nothing to be worried about. The whole class will be in the same situation, and you’ll do well on the... um,” she had to struggle for a second to remember what instrument the colt played, “Bugle?” She was glad she wasn’t the element of honesty, really the colt’s playing was average at best, but that was quite good given he’d only had about a month's training.

“Yeah, but there’ll be lots of other schools at the contest, some of them are probably really really good. I know Miss Cheerilee and Miss Bluenote really need the money for new instruments. I don’t want to let them down,” he confided.

“Um, I don’t think you need to worry. I’m sure they’re proud of you no matter what happens.” She was surprised how much the kids seemed to care about their teachers. Bluenote certainly had a knack with them. It was surprising how much effort the normally rather lazy music teacher put into helping her kids.

As if summoned by her thoughts the door at the far end of the train slid aside and Bluenote leapt into the carriage, her tuba wrapped around herself. She looked rather brighter eyed than earlier... had she taken the chance to have a nap? Medley’s thoughts were shattered by the loud discordant note the music teacher produced from the instrument. Around her the foals stopped whatever they were doing and turned to the new arrival. Even Featherweight seemed to forget his fears for a moment.

“Hey kids!” cried Bluenote, a wide smile across her face. “Is everypony ready?!”

There was a half-hearted cry of agreement from the quicker witted foals while most of them just gawped.

“I can’t hear you!” cried Medley again.

“Yeah!” came a louder, more unified cry. Several of the foals leapt up and down in excitement.

“Ok, kids we're almost in Canterlot now, and you know what that means? It means we're almost at the contest!” There was another round of cheering although a few of the foals looked around fearfully as the train came to a stop. “Now do you know what we’re going to do now we’re here?”

There was a mixed response from the foals, some nodded enthusiastically, others looked confused.

“We’re going to go to this contest. We’re going to play alongside schools from all over the area, and we’re going to win! And more importantly, we’re going to have lots of fun! But do you know why we’re going to win?” she cried. “It’s because we come from Ponyville! The bestest little town in Equestria!”

We've fought evil more than once, sang Bluenote
And come out on top

Oh, oh, called the kids as they hopped out of the train onto the station.

There's other towns, but none can make those claims

Na, na-na-na-na, oh

Together we are Ponyville
The only and the best

Oh, oh

We have all we need to win this thing
We'll always be Ponyville forever
And now our time has finally arrived
'Cause we believe in the magic of friendship
And you know, at the end of the day, it is we who will thrive. Bluenote marched up and down on the platform drawing amused looks from the other travellers as well as one or two rounds of applause.

Hey! cried the foals as they started to grab instruments from the pile being unloaded from the train. Medley started to pick up the discarded cases before shrugging and grabbing a drum and tapping out a beat.

We're just as good as all the rest

The rest!

Yeah, we're different now

Oh, oh Hey, hey!

We overcame the obstacles we faced, Bluenote grinned at Medley as the latter started to get into the song.

Overcame the obstacles we faced, sang Medley

Hey!

We're Ponyville united.

Seeing that the foals had loaded themselves up with instruments Bluenote gestured and the whole school started to march out of the station. First Bluenote and Medley then a long line of foals with Cheerilee following up behind them swinging her flanks from side to side and tapping her hooves in time. Behind them all the parents followed, grinning at their excited offspring and carrying the last of the school’s equipment including Medley’s Aeolian harp heaved onto a cart by a pair of struggling stallions.

Unite!

We'll never bow, boasted Bluenote as she led the crowd through the streets of Canterlot towards the building the contest was to happen in.

Oh, oh
Hey, hey! Cried the foals as they followed along behind. Interested locals turned to see the carnival as they passed. One or two even started to trot along behind.

So get ready to see us in first place

We'll always be Ponyville forever
Three! Two! One! Go!
And now our time has finally arrived
Our time is now!
'Cause we believe in the magic of friendship
And you know, at the end of the day, it is we who will thrive
At the end of the day, it is we who will thrive

Na, na, na-na-na-na
Ponyville united together
Na, na, na-na-na-na
Ponyville united forever, sang the foals in unison, their varied voices blending into a single powerful shout.

We'll always be Ponyville forever
And now our time has finally arrived
'Cause we believe in the magic of friendship

And you know, at the end of the day, it is we who will thrive
At the end of the day, it is we who will thrive! cried the entire school as they came to a stop outside of the concert hall.

The locals they had drawn along in their wake broke into spontaneous cheering. Bluenote took a deep bow as the noise started to die away until all that remained was a single slow clap. Frowning, the music teacher turned to see where it was coming from. In the doorway stood a unicorn mare of late middle age, her light blue features angular and her pink and purple mane tied up in a severe bun. She glared over her half glasses.

“Bluenote,” she snarled. “I see you’ve finally found a circus to join!”

“Abacus!” replied Bluenote in surprise. “What are you doing here?”

“Did you really think that Crystal Prep would not be attending this contest? We have a reputation as the foremost academy in Canterlot, after the Princess's own school of course.”

“The rest of Prep is here too?” Bluenote’s ears pricked up. “It’s been a while but I guess some of the old gang are still-”

The older mare’s eyes narrowed. “I will not allow you to distract any of my children during this important event.”

“Aww! Come on I just want to-”

“No!” exclaimed the unicorn. “It was enough that you disrupted the school when you worked for me. I will certainly not allow you to distract us when you are in competition.” She glared over the Ponyville foals starting to gather around. “Not that it looks like you will be much competition. A shame, with so many of the other schools have chosen to invest the funds the princess supplied rather poorly I hoped there would at least be one or two half decent opponents to test our mettle.” She gave a nasty smile.

Bluenote struggled to keep her smile as she was reminded of the brothers’ scam. She was surprised to hear that Ponyville hadn’t been the only school taken in. “I’m helping out Ponyville,” she explained. “It’s down by the Everfree.”

“Ponyville?” The mare cocked her head. “Isn’t that the town that the twin tyrants first appeared in? That the element bearers were drawn from?”

“Yep, and I’m one of them! The element of laughter! And my friend here,” she grabbed Medley dragging her over, “is the element of loyalty!”

Abacus seemed taken back. “My goodness! To think that Equestria almost came to an end and was forced to rely on somepony as frivolous as you! We came closer to destruction than I’d feared!”

“Hey!” objected Medley.

“My apologies, but it was a wonder that she,” she pointed to Bluenote, “even bothered to get out of bed to save the world! Things really should have been better organised! Anyway I’m sure order will reassert itself when my school wins this contest, we are clearly superior to the opposition.”

“We’ve got some good musicians in Ponyville, we might surprise you!” exclaimed Bluenote bristling at the insult to her students.

Abacus gave a harsh laugh, then paused. “Oh, I thought you were trying to be humorous. I would be surprised if that group could even play scales, let alone win a contest.”

“Hey! My kids are really talented, I’m sure they could beat most of the joyless robots you prefer to churn out at Crystal Prep!” growled Bluenote, her hackles rising.

“My school produced some of the most able students in Equestria!” snarled Abacus stepping forwards.

“With no soul! You can’t make good music purely by rote! You need heart as well! That’s why I left Crystal Prep!”

“You left because I fired you!” sniffed Abacus her muzzle in the air.

“Po-ta-to, Po-tah-to!” exclaimed Bluenote.

“I will enjoy crushing you and your students,” exclaimed the principal before turning on her heels and marching into the concert hall.

“I really don’t like that mare!” said Bluenote.

“Who was that?” asked Cheerilee approaching the element bearers.

“My old boss,” said Bluenote.

“Boss? You used to work for this Crystal Prep?” asked Medley.

“For a bit. They hired me straight out of school as a music teacher, mostly on the back of dad’s name I think. The students are mostly the kids of the big wigs up here in Canterlot. They’re top of the table for most classes but their music department was a weak spot. They thought I might turn it around. I did what I could but it really wasn’t my thing, full lesson plans and the like. Stifling, I prefer to wing it.”

“It seemed pretty personal to me,” said Medley.

“Yeah, well I might have told her what I thought of her when I left. Oh, and I dated her ex-husband for a while,” said Bluenote waving a hoof. “She might take that personally.”

“Yep, that would do it,” agreed Medley, shaking her head at her friend’s antics.

Cheerilee frowned and glanced back and forth between the retreating principal well beyond her middle age and her youthful friend. “Her ex-husband?” she exclaimed, “Isn’t she? Well she’s got to be over twice your age, maybe three times. Wasn’t he a bit older than you?”

“She was robbing the cradle with him, plus older stallions can be very distinguished,” explained Bluenote.

“I didn’t think you were the dating type,” said Medley.

“I’ve had my share of experience you know,” Bluenote ran a hoof through her mane. “After all they called me Beauty Bass back in school.”  She stuck out her tongue. “Anyway I better get us signed in.” She turned to the foals around her. “Ok kids, move on into the hall, it’s almost time to get this show on the road.”
> Third Movement - Part One - Crystal Prep
> --------------------------------------------------------------------------

“Right, I’ve got the instruments all packed away backstage and I’ve signed us up. We’re the third school playing just after Crystal Prep,” explained Bluenote.

Medley nodded. “You know, I thought there’d be more entrants.” She looked around the hall. It was huge, but less than a quarter of the seats were filled. Most schools were larger than Ponyville but even given that she estimated that meant there must only be half a dozen entrants. Surely there were more schools in the local area.

“Yeah, I asked about that. A lot of schools dropped out, something about problems with instruments.” Bluenote shuffled uncomfortably.

Medley’s eyebrows shot up. “You don’t think the brothers got to all of them?”

“If they heard about the school grants they might have tried the same thing on all the schools.”

“Wouldn’t somepony have said something? Warned other schools?”

“Maybe, or maybe they were embarrassed about being tricked, of being as gullible as I was.” Her ears drooped.  

“Look, it-it wasn’t like that,” muttered Medley tentatively patting Bluenote on the back, “they were very convincing.”

“Yeah, I suppose.” She brightened. “Less competitors means we’re more likely to win the money we need!”

“That sounds good,” said Cheerilee as she took a seat next to her friends after having settled the children in. “Unless they’ve changed the prizes amounts we only need to come in third or better to be able to cover what we owe you and turn a profit to buy more instruments.” She glanced around the hall. “Why are there so many guards here?” she asked.

Medley followed her gaze, she was right. Although they were keeping a somewhat low profile there were guards positioned near the door and in several boxes on the walls and even around the stage. Lines of stony faced white or grey coated stallions almost identical in their armour. She didn’t think she’d seen so many in one place since the Princess had visited Ponyville. “Why are there so many guards here?” she asked suspiciously, turning to Bluenote.

“Oh, right well a funny thing,” she giggled nervously. “You see it turns out the princess will be one of the judges this year, it was sort of a last minute thing. Octy only told me a few days ago. I meant to mention it but I guess it slipped my mind,” she babbled with a false smile plastered on her face.  

Cheerilee turned pale, her eyes wide. “The princess is going to be here!” gasped Medley, “And you didn’t tell us!”

“Some of the kids were a bit nervous, I didn’t want to make things worse!”

“The Princess!” gasped Cheerilee, apparently not quite following the conversation.

Medley gritted her teeth. “Bluenote,” she growled, “You have to tell ponies things like this, don’t you think the foals will realise sooner or later! Like when the head of state comes trotting in!”

“I thought it would be too late for them to be too nervous by then!”

Medley glanced over at the children bouncing in their seats near her. They still seemed energised by the march to the theatre. “Maybe you’re right,” she admitted. “But you could have told me. You could have trusted me!”

“You’re right,” admitted Bluenote her ears lowered, “Sorry, I didn’t want to worry you.”

“Fine,” hissed Medley trying to get her temper under control. “We better get back stage, check out the acoustics, decide how to set things up.”

“Good plan, all the school staff get a bit of time to check out the stage before we start,” said Bluenote hopping off her seat.

“I’ll stay here,” said Cheerilee. “Maybe I’ll introduce the foals to the other schools? It’ll be nice for them to be able to chat and make friends,” she glanced over at some of the children already doing just that. “I just hope I don’t lose anypony,” she said, a worried look crossing her face.







“This looks pretty swish,” said Bluenote as she and Medley walked onto the stage. She shielded her eyes from the glare of the lights and looked out into the audience. Several other ponies, presumably their competitors, were likewise examining the space.

“It’s alright,” said Medley. “Now be quiet for a bit.” She spread her wings and flapped into the air for a moment before singing out a few notes and listening for the echoes. Then she moved to another point and repeated the process.

Knowing that Medley would be busy for a while and wouldn’t appreciate any help Bluenote quietly trotted back stage. To her surprise she heard her name being called. “Miss Bluenote!” She turned to see a pink coated pegasus filly, almost a mare really, swooping over towards her. Her long green and yellow mane clashed with the purple skirt, blazer and blue bow tie which made up the uniform of Crystal Prep. It took a few moments for Bluenote to recognise her.

“Lemon Zest!” she cried, a wide smile crossing her face. “You’ve grown! How are you?”

The filly landed just in front of the teacher and seemed to struggle to regain her composure. “I’m well, thanks. It’s been a long time.”

“Yeah, you were one of my favourite pupils back at the Prep. Are you still playing the sax? You could really make that thing sing!” said Bluenote with a happy smile.

Lemon looked aside. “No, I play the flute now.”

“Really! You used to love the sax.”

“Yes, I did but, but I wasn’t the best with it.” She frowned.

“Best, worst,” Bluenote waved a hoof back and forth, “Did you enjoy it?”

“I did but-”

“Lemon Zest,” came a sharp voice, causing the filly to jump. Medley turned to see a unicorn mare of about her age slinking down the corridor. Her coat was a dirty yellow and her huge puffy mane a burning orange. She was wearing a long slinky purple dress which didn’t really seem all that appropriate for a school contest. “You know that the headmistress has banned any fraternising with members of other schools.”

“Yes miss. Sorry miss,” muttered Lemon hunching down and tucking in her tail, all the excitement seeming to drain out of her.

“Now get back with the rest of the foals,” commanded the older mare gesturing towards the audience. Lemon rushed off like a whipped puppy, not even looking back.

“Look I’m sorry. I used to be her teacher,” explained Bluenote. “I just wanted to talk to her, I didn’t want to get her in any trouble.” The newcomer didn’t give any sign she’d heard what she had just said. Instead she slowly circled around her, apparently wanting to get a look at Bluenote from all sides.

“So you’re the one we replaced,” she said eventually, “You don’t look like anything special.”

“Replaced?” said Bluenote feeling uncomfortable. “You’re the new music teacher at Crystal Prep?”

“Me and my sisters. You really left the place a mess, it took forever to break... I mean get the class back into shape,” she gave a predatory grin. “Such poor material to work with.”

“Hey, those kids were really talented!” protested Bluenote. “They loved my lessons!”

“Maybe, but they needed someone to really discipline them. You let them run far too wild.” She reached out and ran a hoof down Bluenote’s face. “They’re much better now.”

“Ok, I think we should-” said Medley as she finally left the stage, “Oh, um, hi. Who are you?” she asked frowning.

The strange pony turned towards Medley and for a moment the light caught the red gem on her choker in such a way that it seemed to glow from within. “My name’s Adagio Dazzle sweetie,” she said huskily. Medley’s jaw dropped as the mare gave her a brain numbing wink.  “One of the teachers of the school that’s going to crush your little Ponyville rabble.” She smiled sweetly before turning and starting to smoothly sway away.

“I really don’t like that mare!” muttered Bluenote.

“Urrr,” mumbled Medley, her gaze fixed on the retreating pony’s tail as it flicked from side to side, “Um, who was that mare?”

“One of my replacements at Crystal prep apparently. I can’t say I’ve heard of her. I would have thought that Abacus would have tried to hire someone famous.” She shrugged. “So how’s the stage?”

Medley finally tore her eyes away from Adagio’s rear as the mare turned a corner. “Hum, uh, oh right.” Her eyes flicked back to where the golden maned mare had stood a minute ago. “The stage, it’s good.” She shook herself. “I think I know where to put the instruments to get the best from them. Have you even decided what they’re going to play yet?”

Bluenote grimaced, she knew she’d forgotten something. “It’s over an hour until we’re on stage, I’m sure I’ll come up with something,” she said hurriedly, “we better get back to the seats.” She turned and began to trot off.

“What!” exclaimed Medley following her friend. “Bluenote!”







By the time the two of them made it back to the front of the stage the lights were starting to dim. The audience had filled out a little with late coming guests occupying some of the seating but the area was still only half full at best. Medley and Bluenote barely made it to their seats before they had to stand again to welcome Princess Cadence flanked by members of her guard as she made her way towards the judges’ seats in front of the stage. On the way she graciously nodded to the awe struck foals. Finally, she took her seat in front of the stage among the other judges, mostly mid-level nobility and the upper levels of the ministry of education.

The first group to perform was the middle school from Hoofington. Bluenote knew the place fairly well, it wasn’t all that far from Ponyville and she’d taught a few of the foals who lived there. She made sure to cheer extra loud when they came on stage and the Ponyville foals around her followed suit stomping a greeting to their rivals. Around them the other schools gave similar, if a little more restrained, greetings. Apart from the students from Crystal Prep whose subdued members sat in near silence under Headmistress’s Cinch gaze.

Hoofington’s first performance was by a mid-sized group, about a dozen foals playing a classical number. Medley thought it was something by the Diamond Dog composer Wolfgang but she wasn’t entirely sure. It was a shame Octavia couldn’t have made the show, she’d have known for certain. The performance was good, there were a few mistakes here and there but the foals seemed to be enjoying themselves.

Once it was over the audience stomped their appreciation as the stage was quickly reset for the next act. This time it was a solo performance, maybe a little against the spirit of the contest but within the rules. The colt on the piano was certainly talented, his hooves dancing as they slid up and down the keyboard like lightning. Once he was finished the whole audience was silent in shock for a moment before the applause started. Even the princess herself took to her hooves to show her appreciation. The pianist, a wide smile plastered across his face, took a bow then another, then another until one of his teachers finally managed to get him off the stage. Bluenote looked nervously at Medley who was still apparently caught up in the music. If this was the standard of musician they were up against they might be in trouble. Still, she was sure the Ponyville kids would make a good accounting of themselves.

The final performance from the first group included the entire Hoofington class all packed onto the stage. They put on an orchestral production with the teacher acting as conductor. Once again the performance was very impressive, the kids had obviously practised long and hard on their work. It wasn’t perfect, Bluenote was sure Octavia would have come up with dozens of criticisms, but she wasn’t quite as picky.

Once the final applause had died down and the judges had conferred the stage was prepared for the next school. Bluenote glanced at the program to check. Yep, it was Crystal Prep’s turn.

The lights were turned down and slowly the audience went quiet. Then from out of the darkness there came a deep bass throb. Bluenote’s eyes widened in surprise, the music sounded like it would fit better to Vinyl’s music than the classical tunes Crystal prep had been known for back when she had worked there. Had Abacus allowed the new teachers more leeway than she’d been granted? The guitars were joined by a drum kit and a spotlight flashed into life on the centre of the stage. The outlines of three of the students could just be made out at the edge of the light, but they were not the highlight of the performance; the foals stood out of focus mechanically playing their parts. From the back of the stage three adult unicorn mares stepped forwards. Adagio was immediately recognisable as the middle mare. To her left stood a light pink coated pony with her purple and green mane in long pigtails which reached to the ground. On her right stood a shorter mare with a white coat, her blue and purple mane tied into a single long ponytail which stretched all the way down her back. All three wore tight flowing dresses in Crystal Prep’s colours. Out of the corner of her eye Bluenote noticed Medley moving forwards in her seat, eyes locked on the stage. She frowned, she really didn’t understand what her friend saw in what were presumably the new music teachers.

As one the three of them started to sing, filling the hall with a dazzling harmony: -

Aaaah! Aaa-ah-aaah! they cried

Welcome to the Show sang Adagio slowly
We’re here to let you know
Our time is now
Crystal will make you bow

Our skills are renowned
The rest we astound
You can’t turn away
Although you feel dismay Bluenote thought that Adagio gave a rather evil smile to the audience as she sang that line.

We will be adored the three mares cried rearing up and holding out their hooves.
Tell us that we are the best
We won’t be ignored
We will win our reward

Around their necks the ruby chokers they all wore seemed to glow in the light and Bluenote found herself seemingly drawn towards the act on stage. She could make out Medley sitting just next to her almost drooling at the sight of the mares swaying on the stage, but her friend seemed so far away she was almost insignificant compared to the performance on the stage. Near the front she could just about make out the Princess suddenly sitting up straighter. All three of the teachers on stage flinched, their harmony broken for a moment, and Bluenote found herself able to move again. What just happened?

Now you need us continued the trio, quickly recovering.
Come and heed us

Nothing can stop the prep!

What we have in store
We will win for sure
We will come in first
All of you are the worst

With that the music came to a sudden end and the stage was pitched into darkness again. Around her the audience were stunned by the performance, then Medley started to stomp on the ground and the applause was quickly picked up by the rest of the hall.

“Whose side are you on?” hissed Bluenote.

“Hey, they were good,” mumbled Medley blushing. “Really captivating.”

“Yeah, maybe a little too much.” Would Abacus go as far as to use illegal magic to enhance the performance? With the Princess present? Even she wouldn’t risk that, would she? “This is supposed to be a competition for the foals, not their teachers.”

“They’re allowed to appear in one performance.”

“Yeah, appear, not dominate. Do you even know what the foals playing down there looked like?”

“Well, no,” admitted Medley sheepishly. “I was a bit distracted.”

“Yes you were. You don’t normally get distracted by tail.”

“Well it is a very nice tail,” said Medley sheepishly, her cheeks burning. “Very fluffy.”

As the two of them bickered the lights had flickered on again. This time they illuminated only a single pony. Lemon Zest sat composed on a seat in the centre of the stage. After a moment she raised a long gleaming flute to her lips and began to play, a look of concentration on her face. The notes flowed out into the crowd.

“Oh Lemon,” sighed Bluenote. “What have they done to you?”

“What do you mean,” whispered Medley. “She’s really good.”

“Yeah, she’s near perfect. But when she used to play the saxophone she was one of the most gifted improvisers I knew, she put so much of her soul into her performance. This is perfect, but it’s empty, she’s playing the notes but not feeling the music.”

Medley cocked her head to the side for a moment and closed her eyes. “Yeah, I guess you’re right, it’s almost too perfect, there’s no natural flow there.” Below them the last notes of the performance fell silent and the audience once again applauded. “Unfortunately the judges don’t seem to agree,” she pointed down at the ponies in question who were busy taking notes. “We’re going to be hard pressed to win.”

“Don’t be too sure. Passion will win out against perfection!” said Bluenote.

“Isn’t that one of Lyra’s lines?”

“Doesn’t make it less true,” said Bluenote with a shrug.

Once again the hall was silent as the stage was reset in the dark. After a short while the lights came on again to reveal the stage full with row after row of foals lined up like statues facing the audience. Their faces showed no expression as they clutched their instruments. All were clad in their uniforms blurring their identities. It’s as if lines of dummies were on the stage, thought Bluenote shivering a little. If she looked closely she could just about make out a few of the foals she had taught years ago. At some unseen signal the entire orchestra raised their instruments and began to play.  

The precise tones of the music rolled over the audience. Bluenote didn’t recognise the tune, she suspected it had been composed for the contest. It seemed designed to be technically difficult to show the skills of the players. It was like a perfect, cold winter's day, beautiful in its own way, but lacking soul. She fixed her gaze on the musicians. Concentration was etched onto every face but there was something missing. Something that, in her opinion, if present would have converted good music to supreme music. There were no similes. Nopony seemed to be happy to be performing, all ears were drooped, many even seemed depressed. At the few slight errors made each musician would flinch as if they expected to be punished on the spot. Whatever had Abacus and those new teachers done to elicit such a reaction?

Once the performance was over the hall was once again filled with applause. On stage the Crystal Prep students stood in unison and took a bow. The three music teachers rushed onto the stage from the wings and smiling wide took their places in front of the orchestra, they were soon joined by Abacus who looked as frosty as always although there might have been the slightest hint of a triumphant smile on her face.

“That,” muttered Medley, “Is going to be hard to top.”

“No problem,” said Bluenote with assurance she didn’t entirely feel. “They might have skill but we’ve got passion.” She turned to the rest of the Ponyville group who were looking rather more nervous now that it was their turn to perform. “Come on kids, our turn, lets knock ‘em dead!”

> Third Movement - Part Two - Ponyville School Band
> --------------------------------------------------------------------------

“Ok everypony!” called Bluenote to the excited and nervous crowd of foals as they milled around backstage. “Are you all ready to have fun?”

There was a rather half-hearted cheer from the crowd.

“And has everypony made sure to use the bathroom?” asked Cheerilee rather more practically.

“Have you actually decided what we’re going to play?” pointed out Medley.

“Yep,” nodded Bluenote looking a little nervous beneath her bluster. “We’re going to start with the national anthem.” Medley considered for a moment then nodded, that made sense. It was a good crowd pleaser, not that complicated, and they had some good singers. She glanced over at Sweetie Belle and Diamond Tiara, the former looked scared and the latter excited. As long as they could get the two of them to work together properly things should go well. Although on the other hoof the anthem was usually more of a closing number than an opening one. “Ok, Silver,” continued Bluenote, “you’re on piano, Button and First Base, Guitar. Sweetie you and Diamond will be singing. Don’t worry, you’ll both do great.”

“I know I will, but are you certain we need her as well?” said Diamond Tiara, her muzzle in the air.

“You’re both good singers,” pointed out Bluenote, “but together you’re exceptional. Just look out for each other alright, and don’t be nervous. I believe in you both.”

“Are you sure?” squeaked Sweetie. “This is the princess's song and she’s right out there!” She peered around the curtains to try and get a glimpse of the monarch.

“Actually, the current national anthem is even older than Princess Cadence. It was written not long after the unification of the tribes,” exclaimed Cheerilee. “But that doesn’t really matter right now,” she said quickly, “just go out there and do your best and I’m sure the princess will be happy.”  

“What about me! Can I help?” asked Dinky Hooves hopping up and down on two hooves excitedly. She slipped and tumbled to the ground, taking a pair of nearby colts with her with a crash. “I want to help!” she exclaimed from the pile of pony parts she ended up in.

“Of course you can,” exclaimed Bluenote helping the foals back to their hooves. “You’ve got the most important part! The triangle! Just remember to only use it at the end this time,” she warned. During rehearsals Dinky had gotten a little overexcited and hadn’t stopped banging her chosen instrument.  

“Ok,” said the young filly, looking a little unsure.

“Just watch Medley. She’ll give you a nod when it’s time,” suggested Bluenote. Her friend nodded her agreement.

“I can do that!” exclaimed Dinky rushing towards the stage.

“I’m sure you can,” said Bluenote not looking quite as sure any more. “Ok, places everypony, good luck!” She watched as the small group of foals trotted onto the stage and took their places before she nodded to the stage hoof next to her who lit her horn and turned on the lighting. “Ok Medley, just keep an eye on them for a minute. I want start work on the next act.”

“Got it,” said Medley as the music teacher started to gather together most of the foals in a huddle in a corner. She turned back towards the stage as the curtain started to rise. Sweetie stared nervously into the audience stretching up in front of her and even Diamond looked rather intimidated. Trying to look reassuring Medley gestured towards the band and indicated they should start playing. Silver Spoon paused for a moment, apparently concentrating before she began to run her hooves over the keyboard. The notes produced were quickly joined by the two colts playing strings. After a few seconds the two vocalists began their parts.

Medley felt some of her stress flow out of her as the performance started, the foals really were good. Maybe not perfect but their hearts were in the right place.

“Hi there,” came a sultry voice from nearby. Medley turned to find Adagio standing right next to her, so close their muzzles were almost touching. Her eyes widened, what was the Crystal Prep teacher doing here? The thought was quickly replaced by more important considerations, like whether her mane was tidy, how her breath smelt and why it was suddenly so warm. “What...” she eventually managed to exclaim.

“Am I doing back here?” completed the unicorn with a smile which almost set Medley’s face on fire. “I must have gotten lost somehow,” she shrugged, “do you think you could be a dear and show me back to my seat? It’s so very dark back here, so many secluded cubby holes we could get lost in.” She winked and ran a hoof down Medley’s foreleg.

“Sure!” the word erupted from Medley’s mouth almost without thinking. It felt like some force was drawing her towards the other mare, like she was some sort of curvy magnet. This really wasn’t like her, she normally kept herself under control only letting herself run wild occasionally, but she felt so light headed.

“Thanks,” said Adagio giving another smile and starting to head away from the stage.

Medley took a step after her, then another, then she stopped. She frowned, there was something she had to do wasn’t there? “Dinky!” she gasped. “I’m sorry... I... I need to stay here, the class needs help.”

Adagio stopped and looked back, a frown darkening her face, lit from below by the glow of the gem at her throat. “I’m sure they don’t need you that much, not as much as you need me.”

“Need you?” muttered Medley her face scrunching up. That didn’t sound quite right although a large part of her mind was screaming that it sounded perfect. “I... no, the class needs me right now. Bluenote needs me.” She glanced over towards the music teacher who was demonstrating something to the foals.

“But think about what you could be missing,” whispered Adagio arching her back before stepping back once more. Most of her form was covered by the shadows apart from the ruby glow from her throat. Medley felt herself pulled forwards as if a rubber band was wrapped around her and the other mare. Would it really be that bad to take just a little time off, for herself? Why should she work for the foals? For Bluenote? What did they ever do for her except cost her time and bits? In front of her Adagio started to hum gently. Medley’s attention was immediately drawn to her lightly vibrating lips, they seemed to glisten in the red glow. She felt the band tighten forcing her to lean forwards, almost dragging her hooves across the floor.

Something wasn’t right, she needed to think. The unicorns humming although quite seemed to fill her head washing away any attempt to concentrate. Then suddenly there seemed to be a second sound the same yet in some way opposite to the first. Off to one side her harp sat unattended, the faint whisper of a breeze stroking its strings producing a soothing sound which seemed to clear her head for a moment. Bluenote was her friend, she’d made sure she paid her for the instruments out of her own pocket, she’d apologised. Something was wrong wasn’t it? Where was the light coming from? Suddenly the illusionary band snapped and Medley almost felt herself thrown backwards away from the mare in front of her. A mare who suddenly seemed much less attractive. She was still stunning, but just a mare, the strange magnetism seemed to have evaporated and Adagio’s face was marred by the look of rage which flashed over it. “Loyalty!” she snarled before turning and trotting off into the darkness.

Medley shook herself, what just happened? Things felt a little unreal, as if she’d been dreaming. She looked around and saw that Adagio had vanished, had she just imagined the whole thing? Her ears picked up as she recognised the last verse of the national anthem. She spun around and turned her attention back to the stage.

Equestria, the land I love, sang the two fillies, their voices harmonising into a single pure note which flowed out into the hall
A land of harmony
Our flag does wave from high above
For ponykind to see, a wide smile spread over Sweetie’s face as she began to get into the swing of things. Diamond only just managed to keep up with her.

Equestria, a land of friends
Where ponykind do roam, suddenly Sweetie’s voice cracked from the emotion causing her to squeak and her eyes widened in horror. However, not missing a beat Diamond picked up the slack leaning gently against her companion as she quickly recovered.  
They say true friendship never ends
Equestria, my home, they finished once again together.

Medley glanced over to Dinky who was almost vibrating with excitement, her instrument’s beater held at the ready in her aura. She nodded and the filly struck the triangle to create the closing note of the music.

There was a moment’s silence, then the audience erupted into applause. From the wings Bluenote watched the audience stomp their appreciation. Even the Princess took to her hooves. The only quiet section was that occupied by Crystal Prep where the staff and students reacted politely but icily, and even there one or two of the students were showing some enthusiasm before being cowed by a glare from their principal.

“Well done kids!” called Bluenote as the performers galloped off the stage. “Good job Diamond.”

“As if there was ever any doubt” said the filly haughtily before her composure broke and she scampered over to her friend Silver Spoon, the two of them hopping around in excited circles.

“I’m sorry miss,” said Sweetie her ears drooping. “I messed up.”

“No you didn’t,” said Bluenote. “You showed all of them out there just how much you love our country, a few dud notes aren’t much to pay for that.”

“Really?” she asked brightening up.

“Really. So trot over to the rest of the class, we’ll have to get ready for the next act.”

“Are you finally going to tell me what it is?” asked Medley.

“I’m thinking Boogie Woogie Bugle Colt, it’ll get their hooves tapping,” she pranced around for a moment, her hooves clattering against the floor.

Medley frowned. “Are you sure?” she glanced around at the foals and lowered her voice. “It wasn’t their best when we rehearsed. The brass section isn’t the strongest. I know you like jazz but maybe the judges would prefer classical?”

“Who doesn’t like an upbeat number? Besides we’re not playing for the judges, we’re here to enjoy ourselves.”

Medley clenched her teeth. “We are playing for the judges! We want to win so I can get my money, remember!” Of course Bluenote wouldn’t take this seriously! She didn’t have as much to lose!

Seeing her friend’s agitation Bluenote calmed a little. “Look, your idea of the canon wasn’t bad and the kids are really good but it’s so dull! There’s no way we can beat Crystal Prep on a technical front, we have to make the audience enjoy our performance more, warts and all. With Bugle we can manage that. Trust me.”

“Like you-” Medley bit back her own retort, “fine.” She took a deep breath. “I trust you. You’ve put yourself on the line as well, and you know this sort of thing better than me.”

Bluenote smiled and rested a hoof on her friend’s back. “Thanks, I won’t let you down.” She turned back to the rest of the class. “Ok kids, ready? Scoots, we need you to make those drums really sing. All you brass players will get a chance to show what you can do. Everypony try your best. I want to have the whole audience bouncing in their seats!”

“Aren't you going to be out there with them?” asked Medley.

“I’m saving me for the finale,” said Bluenote with a grin.

Hoping that Bluenote had made the right decision Medley ran her eyes over the foals as they rushed out onto the stage. She noticed a certain scared looking colt hanging around at the edge of the stage, his knees knocking in fear. She trotted over to him. “Featherweight?” she asked as gently as she could manage but still causing the foal to almost leap into the rafters. “How are you feeling?”

“F-f-fine,” he lied.

Awkwardly, Medley reached over and patted the colt on the back. “I’m sure it’s nothing to worry about, you’ll be fine out there.”

“I s-suppose so, but those other schools seem to be really really good. We don’t really have to beat them do we?” the foal’s large eyes looked up into hers.

“Well... no I suppose we don’t, you just need to do as well as you can. That’s all you can do, right?”

“I-I guess so,” said Featherweight, his legs shaking a little less. “I’ll just-” he began before Twist rushed over and grabbed him by a leg and dragged him onto the stage. He stood there amongst the rest of the class, eyes still locked on Medley.

Medley tried to give him a calming smile and a hooves up. “Still, winning would be nice,” she quietly muttered.

“Ok, everypony,” cried Bluenote. “Knock them dead!”

On stage the lights once again flicked on to illuminate the kids. For a moment there was silence then, licking his lips, Featherweight raised his bugle and blew a few clear notes into the air. At the other end of the stage Scootaloo started up a beat on the drums, hopping up and down on her seat as she went, wings blurring. Then came in the rest of the brass and strings bouncing along in time with the percussion.

In the wings Bluenote found that she couldn’t stop her hoof from tapping along with the beat. Next to her Cheerilee began to prance back and forth before swinging around on the spot, much to the amusement of the foals that weren't on stage.

“See what did I tell you,” said Bluenote pointing out into the audience. Certainly the judges seemed to be affected in the same way as they were. One rather plump unicorn mare was waving her pen around in time to the music while an elderly earth pony stallion was tapping his hoof. Even the princess was nodding her head back and forth in time with the music, her mane flipping around beneath her tiara. Most of the audience seemed just as energised, bouncing on their seats or at least leaning forwards to catch the music better. Only the Crystal Prep contingent seemed largely unaffected, and even there the blue haired music teacher was thrashing her head around to the beat, her ponytail flicking into the faces of her neighbours much to their disapproval.

Finally, to the applause of the audience, the piece came to an end. The older stallion continued to hum along for several seconds after the music had ceased before he stopped, his cheeks blushing bright red at the nearby princess’s grin. On stage the now winded foals took several bows while the stamping continued before rushing back off into the wings.

“Well done everypony!” cried Bluenote. Medley added her agreement noting that Featherweight seemed to have overcome his stage fright as he chattered excitedly to Twist. “Ok, rest up for a minute or two then we all need to be on stage for the big finale. We’re going to do our improvised variety piece!”

There were excited gasps from the foals.

“Bluenote!” hissed Medley. “Remember what I said about that? It’s still not coming together all that well. Some of the other pieces we tried worked out much better.”

“But the kids enjoy this one so much!”

“This is a competition! One we want to do well in, it can’t all be fun and games, you need to focus a bit as well.”

“Look trust me, I know what I’m doing.”

Medley gazed at her friend hard for a moment, then her brow softened a little. “I do trust you, but you need to trust me as well. Ask yourself: is this really the best thing to do now?”

Medley opened her mouth, then closed it again, a look of consideration passing over her face for a moment. “You’re right,” she finally admitted. “It isn’t the best of our work, sorry, I got a little carried away there.”

“No problem, it can happen to anypony.”

“Just me a bit more than others,” said Bluenote with a smile. “Sorry kids, we got a change of plan, we’re going to play ‘The Ponyville School Band’ instead.” There was a chorus of disappointed sounds from the ground. “Tell you what, we can put in a little improv section before the last verse. How’s that sound?” The foals glanced between each other for a moment before nodding their approval. “Ok, kids! Let’s do this!”

Bluenote quickly strapped on her tuba and waited for the rest of the foals to line up behind her. Medley, helped by a pair of stage hooves, pushed her harp into the stage. Taking a deep breath, Bluenote began to blow into her instrument as she marched onto the stage, the foals following her like ducklings behind their mother.

The line of children marched onto stage and snaked all the way around the stage and around the harp before lining up at the back. Three pegasus foals took positions around the great instrument using their wings to create a background tinkle of strings. Meanwhile Bluenote took her place at the front. She tugged nervously at her tabard for a moment. Rarity had done her best given the short time she’d had but they weren't that flattering, Bluenote felt a little like a circus tent as she looked out into the audience. The princess was sitting right in front of the stage and seemed to give Bluenote a welcoming smile. Glancing further up the audience she caught Principal Abacus’s eye causing the older mare to glare back at her seemingly willing her and Ponyville to fail. That look gave Bluenote just the boost she needed to kick-off the final performance.

“I want to introduce to you my esteemed friends some finest foals I’ve ever seen, at least from where I currently stand, ” she began in patter song. “Please observe me if you will I’m their teacher Bluenote. And I’m here to present the Ponyville School Band. ” The Flim Flam brother’s sales technique had inspired her to write the song and she’d taken a few suggestions from Fluttershy as well. “Oh think my friends, can any earthly joy ever hope to compete with a happy foal? ” She gestured back with her hoof to the lines of children behind her.

“Ra-ta Ra-ta ta ta, ” she cried out

“Remember my friends what a hoof full of local musicians did to the infamous and feared twin terrors. The evil spirit Nemesis was driven off! Oh a band did it my friends, oh yes a band of mares, do ya hear me? I said the future’s gotta have more bands, and I mean bands of foals that know harmony. Well, teacher Bluenote’s on hoof, and Ponyville’s gonna show off her band, thanks to a little bit of help from my friends. And that band’s gonna be in harmony. Sweetie! Lilly! Dinky! Pip! ” she gestured at the foals as they stepped forwards to give a bow. The latter almost crushed under the weight of the drum resting on his back until Lilly Longsocks gripped it in her teeth and seemingly with no effort lifted both it and the colt up so that Scootaloo and Bee Bop could hammer away at it, “And you’ll see the loyalty of true friends. You’ll hear the thunder of clapping hooves. The laughter of happy foals! ”

Ta tada. 

“You’ll feel something akin to the electric thrill I once enjoyed when Fluttershy, Medley, Lyra Heartstrings, The Great Octavia, Vinyl Scratch and myself. All working together on that historic day! ” she announced. Maybe this wasn’t quite as important as that day, but who knew if any of the foals might end up doing something just as important in the future.

Ponyville school band led the big parade,  she sang.
With colts and fillies of all tribes side by side 
Standing as one to win renown 
For their beloved home town 
Faces turned to the skies in pride 

Looking out into the audience the foals began to march round and round the stage.

Ponyville school band marching by as one 
With colts and fillies of all tribes standing proud 
Everyone be they old or young 
Their happiness sung 
Cheerful voices sounding out loud 

The finest instruments that none can surpass,  continued Bluenote glancing over at Medley in the wings.
Clarinet, oboe and flute, all sounding sweet 
Violin, cello, guitar and Double bass 
All playing as one, such a treat 

Kept in time by a big bass drum 
Thundering, thundering all around the hall.  Bee Bop enthusiastically beat at the drum on Pip’s back, almost knocking over the small foal.
All knew their part despite their size 
Nopony afraid to improvise 
Everypony was part of the score! 

Ponyville school band in true harmony 
With colts and fillies of all tribes, an assortment 
Bound together by love, friendship and heart!’ 
Everypony had their own part 
All unique yet all important 

Now comes the important part, she thought, as stopped singing and returned to playing her own instrument. One by one either in small groups or by themselves each of the foals stepped forwards and played a short improvised section of the score. Bluenote loved this bit, it gave each of her foals a chance to, however briefly, shine. She might be a little biased, but she thought they did a pretty good job. Tootsie’s section was excellent, blending into the background music yet still standing separate. Snips and Snail’s section wasn’t quite as good although they were certainly enthusiastic, she was just glad they hadn’t tried to rap like they did in rehearsals. Her heart almost stopped with the brief pause when Bee Bop managed to knock Pip off his hooves with a drum roll and into a nearby trumpeter, but the next foal quickly filled the gap and the audience seemed to take it in their stride.

Finally, they were all done and Bluenote stepped forwards again to finish off her song.

Ponyville school band in true harmony 
With colts and fillies of all tribes, an assortment 
Bound together by love, friendship and heart! 
Everypony had their own part 
All unique yet all important 

Behind her the music reached a crescendo and the band once again began to march off the stage until the last note fell. Then the crowd went wild, rising and stomping on the floor boards with so much force it seemed like they’d break. The foals fell over each other to rush back onto the stage to give a bow. Bluenote joined them, surprised by how rubbery her hooves felt. The performance had taken a lot out of her but she felt invigorated by the applause. Bowing deep, she glanced into the wings to see Cheerilee and Medley standing there as well, stomping. Grinning, she rushed over to them and grabbed them each by a hoof before pulling them onto the stage to be included in the celebration.







The other acts went by in a blur to Bluenote, she was still buzzed from her previous performance. She was partially aware that many of the performers were very good at their craft but she couldn’t remember any specific act. She applauded at the appropriate times but really she was just waiting for the judges’ final decision. It seemed such a long wait. They were just sitting there whispering to each other, it must have been hours so far!

“Why are they taking so long!” she whined, her nerves finally breaking.

“It’s a hard decision,” said Medley trying to keep her own emotions in check. “There were a lot of good acts.”

“But the kids were the best right?” she said nervously. During their performance she’d been so certain things were going to work out but now she wasn’t so sure.

“I... I don’t know, they were good, they did you proud, but we’ve only been practising for a month, you shouldn’t expect that much from them. The other schools had had longer to prepare.”

“Yeah,” admitted Bluenote. Maybe she had set her hopes too high. Look, I’m sorry; even if we don’t place I’ll make sure you get your money. It might take a while but I’ll sort it out.”

Medley snorted. “Thanks, but I’m really not just about money. I want the kids to win as much as you do and not just because I’m getting paid. They’ve worked hard and they deserve a reward for that. So do you. Maybe you might be a little easily fooled but you’ve tried to do right by me,” she blushed a little, one hoof doodling on the floor. “What I want to say is, well, you’re a good friend. I shouldn’t have treated you like I did.”

“No, I should have trusted you more.”

“Probably, but I can get a bit paranoid sometimes, and a bit obsessive. Maybe I could do with chilling out occasionally.”

“And maybe I should take things a bit more seriously. Maybe. I probably should have decided what we were going to play a few days in advance at least,” admitted Bluenote.

“If you did that I don’t think you’d be you,” said Medley with a smile.

“Hug?” suggested Bluenote with a mischievous grin.

“No! No, no, no,” said Medley uncomfortably as the earth pony wrapped her forelegs around her. She struggled half-heartedly to get out of the grip.

Suddenly the hall’s lights dimmed again as a familiar pink alicorn strode gracefully onto the stage. “I’m sorry for making you wait so long,” said Princess Cadence to the now silent audience. “We had so many excellent performances today that it was very hard to come to a final decision. It is just a shame that many other schools were unable to be here today due to the actions of a few disreputable individuals, but rest assured that my guard are currently doing their utmost to bring them to justice.” She ran her gaze over the audience in front of her. “I do wish that everypony here could win a prize but unfortunately, although the overall quality of the music was very high, we have had to come to a final decision. She cleared her throat, drawing out the moment a little longer. “In third place is Bridle by the Sea middle school.” A cheer went up from a group of foals nearby.

In the audience Bluenote was nervously gnawing at her hoof. Medley may have agreed that money wasn’t everything but that didn’t mean she wanted her friend to take a loss, or to have to lose out herself. Sure she wouldn’t go bust but things would get a little tight if she had to pay off Medley’s losses. She glanced over to her friend, her face was inscrutable.

“In second place is Ponyville school,” announced the monarch on the stage with a wide smile.

Bluenote let out the breath she didn’t know she was holding and slumped back into her seat. They’d made it. Then she was almost knocked off her chair by an explosion of air beside her as Medley blasted into the sky, wings wide. “Yahoo!” she cried spinning on the spot. Several of the pegasus foals followed her example. “We won!” she yelled, grabbing one the children and hugging it. Then she remembered where she was and a bright blush ignited on her face as she released the squealing child and slowly sunk back to her seat.

“Well I’m glad I’m not the only one happy about that,” said Cadence from the stage with a sly smile before clearing her throat. “And finally in first place due to their extraordinarily polished and technically impressive performance, Crystal Prep.” There was a round of polite stomping from the audience at the result. Principle Abacus gave a slight smile and inclined her head to the stage.

“Now if all the winners would care to come up to the stage I will present the prizes momentarily.”

“Come on kids,” called Bluenote as she began to shepherd the class towards the front of the hall. “You too Medley, Cheerilee.”

“I didn’t do anything,” argued Medley.

“We couldn’t have done it without you! Come on!” insisted Bluenote shoving her friend along. Shrugging, Medley stopped resisting and trotted down to the stage with the rest of the Ponyville contingent. There they met up with a few of the Bridle by the Sea students. Principle Abacus and her staff were the only representatives from Crystal Prep. The previously flamboyant music teachers were much more repressed, glancing nervously at the Princess as she welcomed the winners to the stage.

“As I previously said it is unfortunate that not every school can win a prize,” said Cadence. “However, the judges were unanimous that the skill shown by the students of Crystal Prep was of the highest calibre. They seemed exceptionally driven.” She narrowed her gaze upon Abacus.

“Thank you your majesty,” said the headmistress. “I am glad that my school could uphold its reputation of excellence. “

“It is just a shame that so few of your rivals could make this contest,” said Cadence with a raised eyebrow. “Still, I am sure there is something we can all learn from your success. In fact, I will be recommending that the department of education send experts to Crystal Prep to analyse their teaching methods. I am sure other schools will be better off learning from your example.”

The headmistress made a face like she had swallowed something bitter as she silently accepted the gold cup from her ruler.

“Now Ponyville,” announced Cadence suddenly all smiles, “It warmed my heart to see such enthusiasm for music. Although your performances may not have been as perfect as some of the other competitors you are only equine and the passion you all put into your work made up for any little errors. In fact I think you might be some of the best examples of the reason why I asked my minister of education to increase funding to school bands. I am often referred to as the princess of love and there are many kinds of love in this world. I think your performances were perfect examples of the love of music and the power that music can have. Your music brought you together as one and brought you so much joy. It was an honour to be able to hear all of you perform, and I expect to see much more of all of you in future.”

“Thank you princess,” mumbled a blushing Bluenote as she accepted the silver trophy before passing it off to the children who cheered as they passed it from hoof to hoof.

“Finally, last but not the least, Bridle by the Sea. Your performances were very impressive. That first number was very complicated but you all managed to run through it all perfectly. In particular your drum work was excellent,” she said to a hugely star struck colt who looked just about ready to collapse.

“Thank you your majesty,” mumbled their rotund teacher as he accepted the third trophy.







“Looks like everything's worked out,” said Cheerilee at the back of the stage once the presentation was over. “The prize money should be enough to pay for the loan of these instruments with enough left over to pay you to teach part time for most of the rest of year. We’ll even have enough to buy some new instruments as well. Not quite what we originally had planned, but enough to have a decent band!”

“I think there might even be a little left in the kitty for a treat as well,” said Bluenote.

“What do you have in mind?” asked Cheerilee.

“Hey kids!” called Bluenote turning to the class. “How about ice cream? I know an excellent place just round the corner that serves over a hundred flavours! Want to see how many you can try before you get sick?”

A crescendo of agreement erupted from the foals around her, each crying out their own favourite flavours.

“Indeed I think that would be an excellent way to close today’s events.” Came a voice from nearby. The school all turned to see Princess Cadence approaching. “Apart from the getting sick part, still an ice cream or two never hurt anypony. In fact I will announce free ice creams for all competitors,” she said with a wide smile.

“You can do that?!” exclaimed Dinky hopping up and down in front of the alicorn, her eyes wide in wonder.

“Indeed,” said Cadence with a wink, resting a hoof on the head of the excited filly. “In fact it’s one of my favourite things about being a princess. Now follow me, quickly, or I might have finished them all off before you get there!” She turned towards all the other competitors. “You are of course all invited as well.”

“I am afraid that my class will have to return to their studies now Princess,” said Abacus stepping forwards. “They need to continue their practice, just because I won doesn’t mean I can rest on my laurels”

“I think you can let your students relax a little this one time. After all they did just win a contest, and their Princess has just asked them out for ice cream.”

After a pause Bluenote took a step forwards. “How about it Lemon? Indigo? Sugarcoat? You still like double choc blueberry?” After a few moments Lemon took a nervous step forwards, then another.

“I’d, I’d love to Miss,” she muttered.

“Great!” Bluenote threw a leg over the younger mare’s withers. “Maybe you could show us a few tunes on the Sax while we’re eating?”

The tension in the room suddenly evaporated as the mass of Crystal Prep students rushed forwards to meet up with those from the other schools in a chattering mob. With a smile Princess Cadence started to lead them all out of the hall. Abacus gave Bluenote a hateful glare as she passed but she only replied with a smile.

> Epilogue
> --------------------------------------------------------------------------

Principal Abacus Finch angrily slammed the door to her office closed and slumped down into her seat. For a moment she felt like committing violence, smashing the desk or throwing one of the many awards around the room, then she shuddered and brought herself back under control.

“What vexes you?” came a voice from the corner.

Abacus started and glared at the shadowy figure which lurked in a dark corner of the office.

“You! How did you get in here? This is all your fault!” she hissed.

“There are few doors bared to me,” replied the figure calmly. “What has happened?”

“Those useless tarts you had me hire as music teachers almost gave away their secrets in front of the Princess. Now she wants to investigate our teaching practices! This could ruin the school! Could destroy my reputation!”

“Do not worry, no inspector will find anything out of place. I guarantee it.”

“What about those Flim Flam brothers, I told you there was no need to remove any of the competition. As if there was any!” she snorted.

“Even if they are captured there is nothing to link them to you. Do not worry. I had hoped that they would do a better job of driving a wedge between the element bearers, but no matter, I have other plans.”

“There better not be! Or...”

“Or what?” asked the figure seeming to grow larger, filling the entire office while still remaining cloaked by shadow. “You forget yourself Abacus, you are just one of my agents. I do not need you or this little school.”

“I... I...” for a moment the principal seemed rebellious, staring up into where the figure’s eyes would be. Then her spirit broke and she looked down in defeat. “I am sorry.”

“Good. Now do not fret, everything will be well. After all we have an agreement,” said Nemesis.