A mysterious fairground appears on the edge of Ponyville one day without any explanation. What magic lies within and will the citizens be ready for it.
An average day morning in Ponyville had just been turned on its head when an unexplained carnival appeared on the edge of town. Nopony is quite sure what to make of it, but it seemed like a lot of fun. Of course, our Ponyville heroes decide to get involved in the festivities and shenanigans ensues as strange magic starts to affect them all in different ways.
Co-author Foal Star Rated it Teen just in case. If it's not needed let me know.
From the fields north of Ponyville came a sudden flash that dazed anypony who stared at it. When the odd fog had cleared, a large carnival had appeared decorated with colorful tents and attractions. Ponyville residences stared in confusion at its sudden appearance. Of course, strange things were no strangers to this quaint little town.
Spike was hanging with Dragon Lord Ember, who had decided to come by to visit. They had been enjoying some nice sunbathing when a mysterious carnival appeared. Both stared in confusion as a mysterious brown stallion approached them wearing a large carnival hat decorated in rainbow stripes. His red jacket covered his flanks, hiding away his cutie mark. Tipping his hat, he spoke. “Why hello there, my fine reptile buddies. How would you two like a job?”
The two blinked as Spike stepped forward, skeptical of the stranger. “What’s going on? Who are you?”
“Oh, why I’m Mr. Top Hat, and that over there is my Fair of Wonders.” He gestured to said carnival with a smile.
Ember scoffed, “More like the fair of weirdos.”
Spike snickered while Mr.Top Hat scoffed in return. “Ha ha, good one. But I assure you that my fairground is the best in Equestria. You’ll never know what you’ll find around each corner. I was just wondering if you two wanted gems for helping me with a little task?” Taking off his hat, he reached in and soon pulled out a large bag of gemstones that sparkled in the morning light. “All these can be yours if you help.”
“Like what? Doing some tricks, lame.” Ember rolled her eyes. “You ponies are so strange.”
Spike sighed a bit, feeling a bit embarrassed. “What kind of task?” he asked while eying the mouth-watering gems.
“Oh well, you two just have to perform some entertainment for a few foals. I’m sure the big strong Dragon Lord can handle a crowd of them. Unless you don’t think you are up for it.” The ringmaster smirked.
Ember crossed her claws. “Of course, I can! I can deal with a bunch of whiny foals!”
Spike was a little more nervous, having flashbacks of caring for Flurry Heart and how hard she is to care for. He Imagined a swarm of hundreds of Flurry Hearts and him being buried under a mountain of diapers as they cried and screamed. He shivered. “Uh Ember, I think w-”
Ember growled. “Don’t back out now, Spike. Dragons are way tougher than some snot-nosed foals.”
“But you don’t know anything about foal care.”
Top Hat snickered, slipping his hat back atop his head while adjusting the white mane beneath. “Oh, come now, most of them will probably be preschoolers. Besides, their parents will be there too. Come, come, I’ll show you to your venue.” He turned, gesturing to the pair to follow him into the carnival. “Unless you’re chicken.” With a quick hoof gesture, the ringmaster pulled out a rubber chicken, swinging it around mockingly.
Ember clenched her teeth and scooped Spike up like a football. “Oh, we’ll show you. Those gems are ours.”
“Perfect, follow me.”
The two dragons followed the strange stallion through the lightly crowded fairground. It was big and filled with tents, games, and rides. But nopony was around as the fair had just popped into existence. They eventually came upon a large tent that sat before them with an even more exaggerated cardboard cutout of a pink castle. It even had a ball pit moat with a pink cardboard drawbridge crossing the gap. Numerous flowers decorated the castle walls with a sign hanging above. “Fairy Princess Court.”
Ember gasped in shock. “W-what is this? Some sort of joke?” She crossed her claws again, tapping her foot in annoyance. “I thought this would be something cool.”
Spike looked up once he sat down. “Oh, come on, Ember. It can’t be that bad. We don’t even know what we’re doing yet.”
A puff of smoke left the dragon lord’s snout as she looked at the onslaught of pink in front of her. “He’ll probably make me wear some frilly dress. Dragons don’t do dresses.”
“What about that one Rarity made for you for the Gala?” Spike asked as they headed to the backstage area of the tent.
“That’s different,” Ember grumbled as she scanned the room, seeing the numerous props and toys scattered on various shelves and tables.
Top Hat slipped in between the two while they were distracted and smiled. “Well, all you need to do is keep the foals happy for about an hour, and those gems are yours.” He nudged them forward. “Just pick something to wear and have fun. I need to open my fair!” With that, he slipped out to do other things leaving the two alone.
Ember stared at the curtains dividing the stage area, hearing colts and fillies arriving already. “Fine, maybe there is something cool in here.” She pulled open the nearby wardrobe gagging at seeing various poofy dresses and various princess attire. As she reared back in disgust, she noticed a red heart-shaped gemstone on the bottom of the wardrobe. She leaned down to check it out. ‘Hmm, what’s this?”
Spike leaned down to look and noticed it resembled the fire ruby he had given Rarity all those years ago. Was it his imagination, or was it glowing.?“Wait,” he protested, but it was too late as Ember’s claw wrapped around it. The gemstone glowed brightly before letting out a bright flash. They felt magic surrounding them, becoming dazed for a few seconds.
Ember was the first to yelp as her vision cleared; she sported a bright pink dress that fell down the length of her body. White lacy socks covered her legs, topped with special black shoes. Her jaw dropped as she saw that her claws had gotten painted with bright pink nail polish. The colour clashed with her blue scales making her nails stand out more. “Gah! Get it off!” She shouted, tugging and biting at the attire, cheeks burning.
Spike rubbed his eyes, watching the dragoness struggle with her new apparel. He stifled a laugh, having yet to look at himself. “Oh Ember, you look ridiculous.”
Ember glared hard as she tugged on the leggings. “Oh yeah, at least my wings aren’t fairy-like.”
“What?” Spike turned his head and gasped at the large pair of fairy-like transparent wings glittering in the light. He could also see the blue ball gown draped over him, which upon inspection was also rip-proof. The drake noticed a large tiara on his head in the mirror, but even more embarrassing was the purple lipstick upon his lips. “Gah, so not cool.” His cheeks burn as they both keep struggling and even trying their fire breath to no avail. They both groaned in frustration upon seeing a note on the floor for them.
Ember scooped up the letter and began to read it. “No undressing till the show is over.” She grunted, clenching her teeth more as she tried to rip the clothes some more despite previous attempts failing. Her ear flickered as she heard the foals chanting for the princess and stared back at Spike. “W-well, it seems we have no choice.”
Spike hovered, watching glitter float down whenever he flapped. “Ugh, I look like a girl!” he said, blushed more and whimpered. “B-but yeah, it seems we have to do this. This stuff isn’t coming off.” Hesitating for a moment, the two dragons pulled the curtain back and headed out into the stage, seeing the crowd of foals staring at the two in aww. Many fillies giggled in the crowd and cheered, pointing at the sparkly fairy princess. The dragon lord shifted on her shoes, unsure what to do. She stared down at the young drake for any hint of direction, noticing he now had a sparkly wand in his left claw.
Spike swayed, his wand ears burning as he spoke. “Welcome to the princess ball. I’m uh...Princess Sparkle.” He giggled a little, thinking about how he chose his princessy name, even if it was just Twilight’s last name. With a wave of his wand, he sent waves of magical glitter flying over the audience, the foals up their hooves in the air to catch the sparkles. Ember stood there, shifting and staring at all the eyes on her. Her usual strong persona suddenly fades to shyness while in such a girly attire.
The dragoness blushed. “A-and I’m uh..uh...Ember Dragon Lord.” She squeaked as she tripped on her shoes, inadvertently doing a curtsy, the foals clapping in glee. A few commented on how pretty she is.
Ember squeaked in surprise at how she performed a perfect curtsey by complete accident. “Uh..h-.how am I doing this!?”
Spike fluttered over to Ember. “It's probably just light magic. You’re doing great.”
“I don’t do cute things.” Ember puffed out her cheeks. “What am I supposed to do?” she gulped, feeling nervous for the first time in a while.
“Uh, maybe a dance?” Spike reached out and took her claw, trying to raise her in the air to do some sort of aerial dance since the tent was tall enough. His wings snowed glitter down on foals and parents alike. Both blushed as they performed some slow spinning dance-like moves amusing the little ones with the act.
After the dancing, both Spike and Ember fluttered down and performed curtsies to the audience. When the curtains finally closed, the two dragons collectively sighed in relief. Spike plopped down on his rump with sparkles glittering around him. “Glad that's over.”
Top Hat appeared from behind one of the extra curtains coming over clapping. “Bravo! Excellent, but I need you two still for another performance.”
They can hear stallions setting up sets of giant fake trees and a tower made of cardboard and plaster. Spike looked around. “Uh, is this some sort of play?”
Top Hat took out a bill. “Yes, it’s a tale of Princess Ember snatched by an evil monster. Then a handsome prince with help from you, Spike the Fairy, must defeat him so Ember and the prince can live happily ever after.”
Prince Blueblood appeared in a ridiculous prince costume with oversized white poofy sleeves. “I'm ready for my performance!”
Ember shook her head and replied with disgust. “I am not kissing some pony! No way!”
“Would you prefer to wear your costume all day?” Top Hat smirked, knowing her answer, as Ember shook her head rapidly. “Good, now let’s make the foals happy, shall we?”
The first scene opens with Ember sitting in a field of flowers. Her face flushed as sees little bunnies hopping all over the place. The dragon blinked and asked, “Where did all this come from?”
Before any pony could say anything, the curtains drew back, Ember’s cheeks burning as she saw the audience had gotten larger, Cheerilee and her class all seated near the front. Ember was nervous as she tried thinking of what a princess would do. Then she started to dance around the meadow picking flowers and singing. She was singing! She tried to break out of the spell but could not stop as she sang a beautiful but stupid pony-like song about how cute bunnies are and that spring are here. She had no idea how to stop this strange magic either, like a puppet on strings.
Suddenly from the rafters, Garble came down wearing a giant weird monster costume with thick red arms like those on a mascot outfit. He let out a playful roar. “You’re mine, pretty princess!” Before wrapping the large arms around her giving a bear hug. “Haha, I now have the princess, and soon she shall be my bride, and I shall rule all of Kiddy Land.”
The magic made Ember cry out. “Oh, somepony, help me! I'm too pretty and kind to marry such a beast.”
The monster roared, “Nopony is here to save you! You shall be locked in a tower until the wedding is ready!” He flew off as the curtains closed, ending the scene.
The next scene opens with Blueblood on a fake plaster mountain, singing about how he wants to find a princess. After his musical number, Spike fluttered down from the rafters blushing, glitter falling onto Blueblood. “Uh, hello, I know where a princess is. She is held captive in the tower!” he replied while pointing out into the crowd. The drake found his voice pitched up to sound girly and very hammy in his acting.
Blueblood gasped with exaggerated acting. “Oh, dear! Somepony must free her!”
Spike continued giggling and cooed, “You should. She's in a tower deep in the murky swamp.”
Blueblood stomped about like a toddler and whined. “I can't! My delicate hooves don't do well in swamp water.”
Spike cooed, waving his wand around, sending glitter into Blueblood’s face. “There's more. You will need to brave a desert and then climb atop a volcano!”
Blueblood squeaked in horror, “I can't! My royal hooves would get buried in soot and dirt!” The fillies giggled as Spike rolled his eyes, knowing that this was just Blueblood being Blueblood. Spike raised his wand and let glitter fall on his hooves. “My magic power keeps the prince's hooves from being harmed. So he can save the princess from the tower.”
The fillies in the crowd began to laugh as prissy pink rubber boots appeared on his hooves with little bows. “It is done. You are now safe to save the princess.”
Blueblood whined. “What about a sword!? I can't slay a monster without a sword!”
Spike rolled his eyes, turning to face the crowd doing a fourth wall break/ “The last prince wasn't this picky.” Spike raised his wand and chanted, “I will present to you a sword that represents the true you.” The crowd laughed again when said sword turned out to be a giant pink rubber mallet like you see for a game of Wake A Mole. “Wow, you’re not having much luck, are you?” he deadpanned.
Blueblood spat it out and whined, “No! I need a real sword, not a stupid toy! If you don't give me what I want, I’ll refuse to go save the princess!”
Spike growled, “Then Prince Blueblood, a curse I shall put on you. Until you save the princess, you’re a princess too!”
Glitter exploded from the prince as his costume rapidly turned into a frilly pink dress with ribbons. He squeaked as he tried to take the dress off, but it resisted enchanted like the dragon's attire. The prince conceded. “Fine, I’ll save the princess!” He took his mallet and ran off backstage.
The crowd burst into laughter as the curtain dropped.
Blueblood runs into the stage as Garble stomps about at the base of the tall tower. A spotlight shined down upon Ember sitting atop the tower and chewing on the scenery with how campy she was. That, and how much of the gems she was eating. Ember fluttered her eyelashes, forced to look as cute as possible. She turned to the audience, “I've been waiting for a few hours, and I missed my tea date with Mr.Bunny. Oh, when will my prince come to save me!” . “Roar! I shall marry you soon.” The monster stomps about comically as his ear perks up. “What’s this? I hear somepony coming. They shall face my fury.”
Blueblood jumps out from a bush with his mallet glaring. “Unhand the princess. She’s mine!”
Garble laughed, “haha, what are you wearing, and is that a toy? How cute! Come to play with an older dragon?” The crowd cheered again as they paused to let them do so.
Blueblood angrily walked at Garble. “How dare you insult me! I'm a prince!”
Garble swiped at him and growled, ‘You sure that’s not a princess,” he mocked, leaping at the stallion with the foamy claws. A few kids called out for him to watch out.
Ember swooned in an overdramatic fashion and placed a claw over her eyes. “Oh, I can't watch! My eyes are too delicate to watch such brutality!”
Blueblood got in a few more smacks before the costume suddenly changed from a dragon to a giant bunny rabbit costume. Ember looked down at it and gasped, “Mr. Rabbit! You were behind all of this!” The audience gasped as well.
The rabbit stomped and shouted, “Yes, I would have married you If it weren't for you meddling princesses and that annoying fairy.”
Blueblood blushed. “So uh, what do we do now? I would feel bad for slaying a bunny.”
Mr. Bunny laughed evilly “oh don't you worry. I'm going to flee, and then one day I'll return to defeat you, Blueblood.” He bounced off as Blueblood shrugged and ran up the tower. “I saved you, Ember!”
Ember blushed. “Oh, my hero! Time for your kiss!” Little kids make icky faces while the adults laugh as they stare at each other. Spike the fairy stuck his tongue out.
They give each other a small peck on the nose before suddenly the prince’s dress explodes, turning back into his original costume. He squealed, “See? I am a prince!”
The young foals made faces as the two kissed while the adults just chuckled. Spike the fairy rolled his eyes as the curtain dropped. “Ugh, finally, can we please have our gems now.” He protested, tugging on the outfit as it began to come loose.
Ember quickly ripped her dress off and shouted: “That Top Hat guy better have a mountain of gems, or he's dead.”
Spike picked up the heart gemstone and broke it in half. “Yeah, he is a big jerk using magic on us. Um...want to share?” He blushed, holding out the second half.
Ember takes half, blushing as they eat their gems together. A second passed before a giant bag of gemstones fell from the sky and landed before them. Ember looked inside and smiled. “Alright, let's feast!”
The two dragons began to eat the gems laughing together, neither realizing their performance had been recorded. Top Hat held onto a tape labelled. “Princess Power!” he snickered. “Oh, this is going to be a hit! Luckily, I have a movie theater in this fair of mine. It’s going to be playing all day!”
As the two dragons stumbled out of the stage with bloated tummies, they hadn’t noticed a certain pink pony bounce backstage with an invitation.
Pinkie Pie bounced along the street in the early morning, feeling as chipper as ever. She paused in her skipping feeling a sudden twitch up her leg as the fair appeared. She shuddered “wow, I’ve never had a pinkie sense like that before.” She stared in awe at the Fair and all its colourful sections spread throughout. “Ooh, looks like a blast.” She squeed, making her way toward the front gate. As she got closer, Top Hat slid out from behind the big welcome sign and approached her, tipping his hat. “Why hello Pinkie Pie, welcome to my Fair of Wonders. Would you care to join in on the fun?”
“Oh, what do you mean? I love having fun.” Pinkie beamed.
“Oh well, since you’re so good with children's parties, I was wondering if you would want to help entertain a few families while we set up the fair further.”
“Sounds great lead the way.” She hummed as she bounced after the brown stallion up to the cardboard cutout castle. Pinkie stared and giggled, “Wow, that is a lot of pink.”
As they got backstage, Pinkie could hear the laughter coming from the nearby stage. Top Hat moved next to her. “So, Pinkie, do you like marionettes?” He asked, showing off the puppet theatre currently closed off by the red curtain.
Pinkie Pie bounced up and down in excitement. “I love puppets!”
Top hat smirked, ”Oh, I bet you do, and as they say, we are what we love.” Then as soon as he said that, strings came down from the ceiling to attach themselves to Pinkie's limbs. She squealed, seeing her body transform into wooden joints. She struggled as weird clown clothes appeared on her frame. They were purple with big pink pom poms going down her front. A big red clown nose sat on her muzzle. Her jaw dropped as her body bounced, being moved by the strings into the puppet stage. There was a crudely drawn Ponyville as the backdrop. The curtain opened soon enough as she saw all the eyes on her. Suddenly, her limbs began to move, dancing about the stage. “Heya, kiddies,” she said without any control over her body. She would have blushed if not for being made of wood. “Who’s ready to have fun?” The crowd giggled and cheered as the puppet Pinkie raised a mallet and booped rabbits on the head as if defending a vegetable cart.
A puppet looking like Applejack popped out from behind the cart, waving her hat around. “Yay, get them, Pinkie Pie.” The voice sounded very similar to Top Hat but pitched up a bit.
“Gah, make it stop.” Pinkie commented, blushing as she walked the toy bunnies a few more times before they swarmed her, knocking her back.
The fake Applejack got up and laughed, “Why? If we do that, then the bunnies will eat all our crops.”
Pinkie rolled her eyes and mumbled. “Not what I was talking about.”
The Applejack puppet pointed off stage suddenly as it smiled. “Ooh, look! Here comes Rarity. Ain't she pretty.”
The white puppet clopped onto the stage wearing a red cloth to represent a dress. “Oh, Applejack, Pinkie Pie, you simply must help me.” Puppet Rarity flung her head back dramatically, the crowd giggling when her horn fell off. A hoof was seen lifting from below and reattaching it before the puppet moved again. ‘This is the worst possible thing!”
“What's wrong, R\rity,” Pinkie asked, bouncing over limbs flopping about by the strings.
“Why is my cutie mark missing? How dreadful!” She pointed to the slot where the cutie mark should be, but it was hollow. “Who would ever do such a thing?” Her head swayed back once more as Pinkie rolled her eyes again.
“Let me guess, Starlight Glimmer?” Pinkie muttered, her hooves raised into the air. “Oh no, we must find out who has done this to you, Rarity.” The puppet stepped forward, only to slip on a banana peel falling onto her bottom. Her pratfall got the foals laughing and pointing at her embarrassing the wooden party pony more.
Applejack spoke next, bouncing over. “Well, where did you put it last?”
“I didn’t put it down. It's attached to my butt!” Rarity gestured to her wood form, clacking around with each move she made.
Pinkie rolled her eyes once more, clicking her way over to Rarity. “Don’t you worry, Rarity. We’ll help you find your lost mark!”
The Puppet Rarity gasped and hugged Pinkie as the curtains lowered. The party pony turned her head long enough to watch the backdrop change to a marketplace. The simplistically drawn artwork was cute in a way. In no time, the performance resumed, Applejack leading the group to her cart with Big Mac standing by it.
“Why howdy, Rarity,” Mac greeted, his voice oddly close to the real thing.
Rarity sighed, leaning against the big stallion and acting just as dramatic as Pinkos knew she would. “You simply must help me, Big Mac. Some rascal has made off with my cutie mark, and I must find it. Who knows what they might do? “
“ I’d be happy to help one so pretty.“ The doll said, lifting Rarity’s hoof and kissing it. Despite being made of wood, Rarity had a blush on her cheeks.
“Well, have you seen anything out of the ordinary?” Rarity asked, peering out at the audience, the kids seeming entertained enough for the time being.
Mac tapped the floor for a moment watching as Pinkie rushed over to a prop pie and attempted to eat it, only to smash her face into it each time. Mac soon replied, nodding his wooden head. “I did see Spike come through here with something in his grasp. He seemed to be in a hurry.”
“Was he carrying something white and round?” Rarity asked, showing the missing slot in her rump.
“Now that you mention it, I think I did see him with something like that,” Mac said, nodding before looking at Pinkie. “Hey, you gotta pay for that.”
Pinkie beamed, suddenly shoving a toy pie into Big Mac’s face, which oddly made a splot sound. She giggles happily. “Come on, Rarity, we need to catch Spike before he eats your cutie mark and you’ll be left blank forever.”
The crowd gasped as they skipped along the backdrop sliding behind them to show movement. After passing the same tree about five times, Pinkie pointed with a giggle. “Hey, look! We are going in circles.”
Rarity scoffed. “I feel like we are just hopping in place.”
Pinkie laughed a bit. “Yeah, but don’t ruin the magic.” She stopped as a treehouse came into the frame. A puppet Spike peeked out from the small window from it. “Oh, hello there, girls,” He said, waving his claw.
“Hey Spie, I heard you have a cutie mark.” Pinkie quipped, peering up.
“What, don't be silly. Dragons don’t get cutie marks.” Spike scoffed idly, waving his claw around.
“Really? Because Big Mac said that you had something that looked like a cutie mark. “
“No, uh, why would I have it?”
Rarity gasped, “So you do have it! Give it back!” Her puppet form jumped about, trying to leap up and grab Spike from the tree.
Spike eeped and pointed the other way. “Look over there, a gemstone!”
“Where!” Rarity turned her head to look, letting Spike have the chance to run across the stage.
“Hey! Get back here with that!” Pinkie said, beginning to chase after him. The puppets darted across the stage over and over a few times, the little ones laughing while further kids in the back just looked bored. The party pony even saw Cheerilee and her class there for some reason. Weren’t they supposed to be in school? As they chased Spike, she heard a little odd tune playing like a guitar riff. After a few more passes, they managed to pin Spike down, Rarity picking up her cutie mark.
“I’ll take that, bad dragon,” she scolded as she slid her mark back into the empty slot on her rump, shaking it a little. “Perfect fit.” She stared down at Spike. “Why did you do it?”
“Because it looked so tasty!!” he said, flailing his claws around.
The kids laugh at the curtain close. Pinkie felt a sudden pulling sensation as she felt herself falling backwards. Moments later, she opened her eyes to find she was back to normal. Checking herself over, she blinked. “Well, that was odd but sorta fun.” She giggled happily, skipping out to enjoy the rest of the fair.
Big Macintosh exited the tent after the puppet show walking along the aisle of activities lining the row of tents. He stopped at one game stand, spotting an odd rag doll that reminded him of Smarty Pants that he kept sitting on the top shelf as a prize. Approaching the stand for a closer look, Top Hat spoke from behind the counter. ”Hello there, wish to try your luck?” he laughed joyfully.
Big Mac blushed. “Sorry, I didn’t bring any bits. I only came by to see some things.”
Top Hat smiled, waving his hoof around. ”Don’t worry. I shall give your first try for free with no strings attached.”
Big Mac eyed him and asked, “what do I have to do?”
Top Hat chuckled, pointing behind him. “That’s Easy. You just throw these balls at the target. If you get a bullseye, you get a prize.”
“Eeyup,” Mac said, picking up the blue foam ball in his hoof and lining up a shot. Focusing, the stallion stuck his tongue out before hurtling the ball at the target, confident he would hit dead center. Moments later, there was a soft bell chime as he indeed landed his mark. There was a bright flash from nowhere as Big Mac had to cover his eyes. His whole body tingled as he felt himself falling, landing with barely a sound. He noticed something wasn’t right almost immediately. His body felt lighter inside, his limbs hanging on his sides. Upon opening his eyes, his head slumped down, showing off the soft red cloth body he had become with cute button eyes. He was also sitting on the top shelf of the booth he had been playing.
Top Hat laughed as he looked up at the Mac Plushie. “Ah, you are perfect. Hope you have fun being passed around.“ With that, the mysterious stallion vanished, leaving the plush to his fate as a sharing plush.
Meanwhile, across the fairground, an elegant white mare strolled her way past a sign towards a large tent. The inscription read, “Dog show, free admission!“
The morning for Rarity had started very relaxingly. After her warm shower and usual fine grooming. Sitting down for some breakfast, she listened to Sweetie Belle describe the newest song she’d been working on along with her latest cutie mark crusade achievement. The fashionista grinned, always enjoying sister bonding time. It made mornings so soothing.
After waving her sister off to school, she realized the rest of her day would be light on work for a change, having just finished her latest order. The fashion mare hummed, making her way into her workroom and stopping to pick up a small white dog jacket. “I just know that Applejack will appreciate this.” She continued her tune as she applied a few more stitches. She can’t help but picture how cute Winona would be wearing it. The jacket, of course, was simplistic, having white fabric with some blond highlights near the back. A thick and fluffy garment for the winter if it got too cold. Plus, pets always looked far cuter with matching attire. Rarity turned to look at her cat Opel, seeing her wearing the sweater Sweetie Belle had shrunk a few years ago.
When the nostalgia had passed, Rarity resumed her work, sticking the last seams into place. Her gaze turned to the window and at her clothesline, realizing she’d forgotten to bring in the towels from the night prior. Making her way outside, she took a moment to breathe in the fresh air while unlatching the clothespins. Suddenly from the open fields beyond the boutique, cane a bright flash. The fashion pony covered her eyes as the magic went off, blinded for a few seconds. As the stars cleared from her eyes, she stared in confusion at the sprawling fairground where the open grassland had been before. She rubbed her eyes to make sure it wasn’t some illusion. “What just happened?” Her curious gaze soon fell upon the large sign over the entrance. “I didn’t know a fair was coming to town.“ She wanted to question the fact it had appeared from nowhere, but an odd tug in the back of her mind compelled her to go check it out.
Like a dog pulled by a leash, Rarity trotted her way there, following the small crowd that seemed to be doing the same thing. Many ponies were murmuring about what fun they could have, and she couldn’t help but get swept up at the moment. The closer she got, the more the sensation of glee came upon her. Upon passing through the gates, she peered around and considered her options. Spending some time away from her shop surely wouldn’t hurt, now would it? After all, she might get some new inspirations. The only question left was what to check out first. Checking out a colourful announcement board, she saw all sorts of events on display. While the circus acts intrigued her interest, the schedule said it didn’t start for another hour or so. Looking up from the board, she spotted the tacky pink cardboard castle, hearing the laughter of foals from inside. Despite feeling like not much time had passed, the fair was filling up with guests already. Before she could think about it further, she saw a particular sign advertising a dog show. It was just the sort of thing to occupy her time.
Making her way down the row of carnival games, she stopped to watch fillies and colt playing and trying to win things like stuffed animals or a new goldfish. “I really should bring Sweetie Belle here once school is out. She’d love it.“
“ I’m sure she would,” A smooth voice said from behind Rarity.
Rarity jumped startled and turned to stare back at who spoke to her, seeing no other than Top Hat himself wearing a stunning red and gold ringmaster outfit. “Don’t sneak up on a lady like that. It’s rather rude!“
“Oh, my apologies. I just can’t help myself,” Top Hat said, smiling while tipping his hat. “I’m Top Hat, owner of this fine fair.“ He reached into his hat and pulled out a lovely red orchid before sticking it into Rarity’s mane.
“My, how thoughtful,” Rarity cooed, smiling further as she adjusted it. “I was just on my way to the dog show taking place. This fair does seem to have it all.” As she talked, she could still feel that odd pull as she thought about the dogs. A quiet suggestion in her mind told her not to question it.
“Well, I’m sure you’ll find the Rarest dog to root for first place,“ Top Hat quipped, leading her along the path waving passes towns, ponies and performers. After a while, the stallion breaks off and waves. “Have fun, Miss Rarity. “
Rarity smiled back and made her way around the tent toward the back. She paused midway and raised an eyebrow. “Wait, how did he know who I was?“ She shrugged, no doubt figuring it had been from her reputation. Resuming her walk, she made her way to the back listening to the various barks and pants of the dogs beyond the curtain. She obeyed the command in her mind again and went inside without question, observing the owners with their well-groomed pets. Despite being more of a cat pony, she’s still able to recognize the numerous pure breeds on display. A few patrons waved at her as she glanced around in a partial daze before stopping at a strangely empty table with her name on the Registry sheet.
Upon realization, she felt a sudden sense of vertigo as she fell into the table. When she came to her senses again, she let out a sharp yelp, almost instantly noticing her change. Her black nose twitched as she looked down at her legs seeing finely groomed paws instead of hooves. Her new ears flopped around as she picked up on all the new sounds addicting her senses. Doing little circles, she looked the rest of herself over. At the end of her long tail was a tuff of purple fur like her mane. While she couldn't see it, she could feel a tuft of equally fluffy purple hair forming down her head. Shaking her plush coat, she blushed, feeling like a cotton ball. Rarity was just glad she still had her cutie mark.
When she tried to get somepony’s attention, all that seemed to come out was a high-pitched yip. Her paws covered her mouth in surprise, glancing back down at the sheet, now seeing some new words on the page.
"Play along, and you’ll be turned back," It read in fancy calligraphy similar to her writing. Before she could get off the table, a tall, slender mare came over to her. The mare’s white coat shined, accenting her well-crafted sand-coloured mane. “Aww, let’s get you all ready. Shall we, Rarity?”
Rarity squeaked as the mare’s magic turned her around and began to groom her coat. It didn’t take long for her to stop wiggling as the brushing felt oddly soothing. Her tail began to sway idly as the strange mare did long, gentle strokes distracting Rarity from the outside world. Soft pants escaped her muzzle as she was groomed, behaving as a proper dog should. Once groomed, she sniffed the air, smelling something tasty as the mare floated over a dog biscuit. Rarity, at first, was hesitant to eat such a treat, but it just smelled so good it was hard to resist the temptation.
“Sit,” the mare commanded, watching the dog follow the order. “Good girl, speak. “
Rarity yipped, tongue hanging out. It was so unladylike and yet natural at the same time. While chewing on the yummy snack, the dog’s new senses picked up on the taste of meat. Of course. Normally ponies don’t eat meat, but for a dog, it’s just natural. “Why does this taste so good?“ She pondered, her fine-turned canine ears picking up on a familiar voice.
Entering the kennels, Sassy Saddles looked around and asked around. “Excuse me. Has anypony seen Rarity, I was told she’s here?”
Top Hat came over from the shadows, startling the slim mare. “Oh yes, she's here. Rarity is getting ready for a big show!”
Sassy blushed. “Well, I need to speak to her about our shop in Canterlot. We’re running out of silk and other fabrics.”
Top Hat waved a hoof. “Oh, don't you fret about that. How about you relax and enjoy yourself.” Reaching into his seemingly bottomless hat, the ringmaster pulled out a seemingly Innocent sign-up sheet. “We have a wonderful beauty competition going on. I would love it if you were to sign up.”
Rarity barked, trying to warn Sassy not to do it. But Sassy smiled anyway, seeming oblivious. “Oh uh...that does sound nice. I always wanted to enter a beauty pageant.” She took the quill in her magic and signed her name. As she finished, the page began to glow, the slender mare beginning to shrink before him. Top Hat chuckled. “Well, did I forget to mention what kind of beauty competition it was?”
She tried to ask what he had meant, but only a sharp bark came out of her mouth. Her mane began growing puffy along with the hair on her long slender legs.
Sassy watched her body change in shock as her muzzle formed into a short snout tipped with a black nose. She lifted a hoof only to see that it was changing into a gentle dog’s paw with puffs of blue fur surrounding it. An elegant purple collar gets secured around her neck along with a leash. She struggled against her new form as an odd-looking mare giggled, taking hold of the leash to lead her. “Oh, it looks like it's your turn to be groomed, Miss.Saddles.” Sassy complied with the mare’s wishes, not having much of a choice to disagree.
Once Sassy was brushed and cleaned from head to paw, the mare led the dog to a fancy kennel where another poodle was busy strutting along and working on her posing. The mare cooed, “Good Job, Rarity, what a good dog.”
Rarity ran over, barking as the mare threw her a dog biscuit which she quickly snatched from the air. Sassy sniffed the air and whimpered, realizing she wanted a snack too. The mare noticed this and tossed the dog a biscuit. “There you go. That's for being so patient during your grooming.”
Sassy blushed, tasting the odd flavour of bacon, but to her dog senses, it was delicious. She swallowed it down and panted as she wanted another.
The mare smiled. “That's enough for now. You'll get more after the competition.” The mare pats their heads, leaving the two dogs to stare ahead at the mirrors set before them, letting them take in their new looks.
“Rarity?” How did you get here too? Do you have any clue what’s going on?” Sassy asked, watching her employer munch away on a bone.
Rarity looked up after a few more bites. “I”m afraid not, darling. But It appears that we have become poodles.”
“Well, that was kind of a given, Rarify. But do you have any idea as to why?“ Sassy asked as her hind leg lifted, giving her ear a scratch.
“All I know is that we need to play along to be changed back. Whatever unique magic that has affected us has rules, it would seem.”
“I see, so you won’t mind if I win?” Sassy asked with a sly smile.
Rarity gasped, taking that as a challenge. “Oh really? Who’s to say I won’t win? I’m the fabulous one.“ She puffed out her chest, holding her head up high.
Before the two could argue further, the two mares returned to the prep room with big smiles. “Okay, time for the competition. From now on, Rarity, you'll be called Sparkle. Sassy, you’ll be Poof.”
The pet names felt so demeaning that it caused them to both blush. Rarity growled, not impressed, while Sassy simply whimpered, covering her face with a paw.
Soon they were leashed once more. “Now you two need to be on your best behaviour, no barking or doing anything without a command. Understand?”
The mares do one last pass to touch up the dog's coats until they are in pristine condition, and once finished, get led to the main stage. Both dogs barked, rewarded with a gentle brushing behind their ears. Rarity knew what would come next as they lined up with their respective owners. One by one, the dogs passed through the curtain and were scrutinized by the no doubt picky judges. She could hear the announcer introduce each dog with his thick Canterlot accent sounding calm and professional like most dog shows were. Having seen a few dog shows, she’s fully aware this event was about grace. And who was more graceful than herself? She was very confident she’d do fine.
Sassy lightly wagged her tail as she made her way into the show floor, taking her spot with the stranger mare behind her. While Sassy takes her turn, Rarity takes the opportunity to glance around at the ponies around her. Most in the stands she knew from around town, but many seemed to be a mystery. Had they all come to see this sudden fair? Moments later, she felt a gentle tug on her collar and blushed, realizing it was her turn. Rarity straightened her posture and took a breath before making her first steps out into the open. As if walking on shards of glass, the fashion dog made each step regally as she could, just like the princesses. Keeping an eye on the judges, she tried to guess their reactions to each move she made. Seeing how much they were paying attention to her, she’s confident they were impressed. With her head held high, she strutted her stuff, getting into the zone just as the segment had ended. She took her place next to Sassy and smirked. Her friend, in return, shrugged and gave a confident smirk back. Sassy seemed convinced she would have an easy win. Rarity was dead set on proving her wrong.
The next stage of the contest was an obstacle course with an assortment of ramps and challenges set up. Not being exactly the athletic type, Rarity was apprehensive about this segment. The poodle took mental notes while watching the other dogs take their turn through the course, seeing that the more outdoor breeds like shepherds had the advantage. The odds did seem stacked against her, but she refused to let that be a deterrent. She took the time to stay in her regal pose just in case any of the judges glanced her way. Sassy’s turn soon came to her long slim legs giving her quite the advantage when it came to jumping. The landings could use work as Rarity’s fine eye for detail spotted the miss-steps in her friend’s stride. As her turn neared, she gulped. “You can do this, Rarity. Don’t let that magic ringmaster make you look like a fool.”
Once she heard the trainer mare whistle, Rarity looked at the track ahead and followed after her. First up was the seesaw, which was easy enough to master as she strode up and let it tip without Sven a pause. With that done, she sped up, leaping over small barriers, reminded of what Applejack did at rodeos. She never knew how much work it was to get it right, ending up tripping over one of them. No doubt this cost her some points. She’d make sure to make them up during the talent portion. The rings were much the same as the barriers, albeit far easier to get through. By the time she crossed the finish line, the poor show dog was panting, tongue hanging out and needing a rest.
“Good girl,” the strange mare praised, offering the white dog a biscuit.
Rarity munched down on it without a second thought as she waited. She kept an eye on the judges again, but it was uncertain at this point what they thought. For the briefest moment, the thought of not winning came to her mind. After all, there were other pure breeds here This was also her first and only show. She shook her head as she felt a tingle in her mind. Why, of course, she’d win. There was simply no doubt about it.
Soon the talent portion came as Rarity watched Sassy doing a few simple tricks like rolling over or waiting for a treat that sat on her nose. Staring at her trainer, she noticed the small music record next to her. “What’s that for?” She asked while tilting her head.
“You’ll see,” the mare replied, simply leaving her side to head over to the record player near one of the tables. Rarity strode proudly into the center of the room, watching as all eyes fell upon her beauty. Her ears perked as an upbeat jazz song began to play over the room, her feet bobbing to the beat. She lost all control as her body reacted on its own as she rose into two legs and began to dance. Her legs bounced as she did a few spins before dropping to all fours. Panting, she wished it was over as she began to chase her tail, going in a circle for a moment before leaping backward and doing flips across the room. Thankfully as the song winded down, she found herself once more back on all four, striding her way to the judge's table and sitting in the most regal pose she could muster. Her tongue hung out as she panted while the judges looked at their notes and nodded, writing something down as Rarity watched.
Several minutes padded as Rarity lay on the sidelines watching the other dogs do their routines. Sassy smiled at her, seeming surprised. “I must say, Rarity, I never knew you had it in you to do all that.”
Rarity shook her head, panting. “It wasn’t. It was like somepony else was controlling me.” She said, Observing one of the dogs balancing on a ball.
“Regardless, I bet you’ll win for sure. My tricks were nothing compared to such graceful acrobatics.”
“Indeed, let’s hope whatever magic changes us keeps its end of the deal. I’d rather not be stuck as a dog any longer,” Rarity said, scratching her ear. “I’d rather see what the rest of this fair has to offer. Perhaps I’ll even find inspiration amongst the crowds. “
Sassy nodded in reply watching as the judges talked over their choices. It wasn’t long until they moved to the podium, Rarity leaning in to listen. “This year's first prize goes to Sparkle!“
Rarity forgot her pet name for a moment until she felt a light tug on her leash. Her trainer led her up the small stairs before letting the dog sit at the top of the tiered podium. Rarity's tail wagged as she stood herself up straight, the crowd clapping at her accomplishment. The fashionista soaked up all the attention as her eyes scanned the crowd again, surprised to see the crusaders in the stands. Weren’t they supposed to be at school? Rarity reminded herself to be sure to track down her sister and get to the bottom of this once this dog situation was over.
As the awards winded down, the two ponies turned dogs were led through the back once more and up to the exit. One of the mares smiled down at them. “You two made such lovely show dogs. Just step through the exit, and you’ll be changed back.”
“Good,“ was all Rarity could muster as she passed through said threshold feeling the magic wash over her. In a brief flash of light, she was back to her well-groomed pony self. Sassy stood next to her much the same. Sassy, however, looked like she was holding back a snicker. “What’s so funny?”
“Oh, the little fashion statement around your neck,” Sassy said, pointing at it.
Rarity soon felt her neck and blushed faintly, finding there was a bright pink dog collar with a blue diamond metal tag. “What, this wasn’t part of the deal!” She tugged on it, making it jingle, but no matter what she tried, it didn't come off. “Ugh, I don’t have time for this. I must find my sister.“
“Very well, we can talk later. I think I shall indulge myself a little while I’m here.” Sassy remarked as they went their separate ways.
Meanwhile, Twilight had arrived at the fair along with Cadence, Flurry Heart, and Shining Armor. They all seemed puzzled yet intrigued at what this fair had in store. Just out of sight of the group, Top Hat watched with a smirk. “Oh, this shall be fun.”
Like many others that day, Twilight Sparkle was enjoying her day with her brother and Cadance. They had decided to come for a visit bringing Flurry Heart with them, the little foal currently playing on the grass. The princess couldn’t stop smiling at such a happy moment. “I’m so happy you came to visit. Things have been rather normal as of late.”
Cadance laughed, passing a small ball to her filly. “Oh, what? We can’t decide to visit when life isn’t on the line?” She teased.
“No, it’s just that every time we seem to do these meetups, something bad happens,” Twilight commented, idly watching as a few butterflies flew by. Like many before her, they witnessed a bright flash as the fairground appeared. Their heads swim as the vibrant colours assault their minds. Twilight had to momentarily close her eyes, rubbing at them as stars sparkled in them. Once they had cleared, she saw Flurry Heart bouncing on her rear, staring onwards at the Fairground.
“Does some little filly want to go to the fair? Yes, she does!” Cadance cooed, scooping up her daughter.
Twilight blinked a few times as she stared at the fairground. “Didn’t that appear out of nowhere?” The thought lingered a moment before blowing away like leaves in the wind. Shaking her head, she looked back at Cadance and her brother. “S-sure, that sounds like a nice way to spend the day.”
As they made their way towards the gates, Flurry Heart cheered gleefully. “Oh, look dear, it’s free entrance,” Shining commented. “This place reminds me of when we went to those Canterlot Carnivals. Remember that Twily?”
The purple princess can’t help but smile at the memory. “Yeah, that is where you won me my Smarty Pants doll,” she giggled lightly, the group soon heading further inside, glancing about at the various activities and entertainment available. “There must be something around for Flurry’s age,” Twilight added before noticing a purple tail vanish behind some godly pink castle-shaped tent. “Was that Spike?”
Before Cadance or Shining could answer her, the mysterious Ringmaster strolled over with a grin. “Oh lookie here, three princesses in my fair today? I'm honoured.” He held out his hoof to Twilight.
The Alicorn hesitated for a second as she peered at the fairground. “I swear this place came out of nowhere,” Twilight commented, idly shaking the outstretched hoof. “Who are you?”
Top Hat smiled, adjusting his rainbow hat. “I’m Top Hat, and this here is my Fiar of Wonders. I know we set up fast, didn't we?” Seeming to slide across the ground, he stood next to Cadance, booping the little princess on her back. “Oh, aren’t you a cutie!” Flurry giggled, fluttering her wings as she stared back. “Oh, I know just the gift for you, little one.” Pulling off his hat, he began to rummage inside before pulling out a hat similar to his own but smaller, setting it on her head. The filly cooed, clapping happily at her gift. “You’re welcome, little one.”
Cadance glanced around and back at the stallion. “Do you know of any areas for smaller children?”
“Oh, of course! My fair is for all ages, after all.” His hoof gestured past some large tents. “You go that way until you reach the Carousel.” He did a little pose causing Flurry to giggle again. “So please enjoy your time at my wonderful fair. Everypony can be a child at heart.” With that, he departed with a slight wink at Twilight. Of course, the princess had no idea what that meant.
“He seems nice,” Shining commented as they made their way through the many attractions passing by a few clowns or performers who all waved and greeted them.
Twilight couldn’t shake the feeling something was off about this place, but no matter how she tried to rack her brain about it something would end up distracting her for a few moments. The music and swirls of colours all blended to become more attractive than usual. Flurry was happy to glance at everything around her and giggled with joy. The princess had to admit that it made her smile too.
As the family passed through an archway covered in balloons, they could hear gentle looping piano beats coming from what appeared to be a child’s roller coaster. The ascent and descents were gentle slopes that only a child would find fun. Basically, perfect for Flurry. As they made their way towards it, Twilight paused in her prance to watch a dancing tiger mascot as the pony posed exaggeratingly. A soft giggle escaped her muzzle before she shook her head, blushing as she caught up to Cadance. While Cadance took Flurry into the line, Twilight stood by the wayside waving at ponies that greeted her or were not quite used to seeing royalty around. Within no time, Flurry was buckled into the roller coaster car, the filly giggling with anticipation. Once the ride begins to move, some gentle fairground music begins to play. The small cars went up and down the shallow slopes, the princess observing all the vibrant colours, head bobbing soothingly to the rhythm. She let her mind wander to happy times of when she was younger, oddly reminded of her mom’s singing with each chime of the coaster.
Minutes went by before Twilight was shaken out of her stupor by Cadance giving her a light nudge. “Twilight, are you alright?”
Shaking her head to clear her thoughts, Twilight watched as Flurry was scooped up and settled upon Shining’s back. “Y-yeah, I just zoned out there for a moment.” A light jingle continued to play in the back of her mind as she looked at the other kiddy rides sensing that off feeling again but was unable to place why. Her attention soon was drawn to the red-coloured tent with a sign reading, House of Mirrors. She raised her hoof slowly towards it, words escaping her lips before she even thought of them. “How about I take Flurry Heart inside while you grab some food,” she suggested, glancing at her brother with a carefree smile.
“That sounds great, Twilight. Those carrot dogs do look pretty tasty,” Shining said, licking his lips before setting Flurry Heart on Twilight’s back.
Having also smelled the food, Cadence can't help but agree with her husband. “Okay, we'll meet you after you come out. Take your time. I’m sure Flurry will love it. I know you did when you were young,” Cadence teased, giving Twilight’s mane a ruffle.
“H-hey, stop that,” Twilight laughed before walking towards the tent with Flurry happily hugging around the princess’s neck, darting her head to and fro to admire everything around her. Heading through the flap, the two took a left, proceeding along the path. Illuminating the halls were Hearts Warming lights of all things with mirrors in rows of even intervals.
Coming up to the first mirror, they saw it was curved, causing their reflections to stretch. Twilight noticed that it almost made her look like Celestia with how tall it made her. Flurry, meanwhile, almost looked about as big as a filly. The foal put her hoof to her reflection, laughing contentedly before rushing towards the next mirror along the hall.
Twilight followed along, finding herself humming that soft and gentle carnival music that kept ringing in the back of her mind. Stopping by the next mirror, she was surprised to see that somehow their coat colours had switched. Twilight tilted her head, watching her reflection move, all while Flurry seemed amused, spinning in circles to look at her body from all angles. “Oh, look, Flurry, this is what you’ll look like when you're older.” The foal looked at the princess’s reflection, eyes widening at the splendour. The foal reflection of Twilight reminded her of when she was a foal without any worries. Some strange magic coursed through her unseen as they moved on.
Coming to the next mirror was just as strange as Flurry looking almost as old as Apple Bloom. Twilight’s reflection, In comparison, seemed distorted and looked almost shorter. She rubbed her eyes, figuring it was a trick of the light. But as they passed each proceeding mirror, she felt confusion grow each time they passed a new mirror. Things also felt odd as her body felt sluggish. Was it her imagination, or did Flurry get bigger with each mirror while she became smaller? Her worries are only confirmed as they reach the last mirror. In the glass stood a tall and elegant teenage Flurry Heart alongside a chubby foal Twilight. Unable to believe it, she turned away to look at herself and gasped. It had been no trick, for she was now, in fact, a foal clad in a diaper as well. She tried to protest that this couldn’t be happening, but all that came out of her mouth was a cute baby babble.
Flurry Heart leaned down and cooed, giving the foal a nuzzle. “See, wasn't that fun?” She scooped the baby onto her back, adjusting her wings, all while Twilight panicked.
“What, this can't be happening,” she babbles, clinging to Flurry’s neck, the carnival music filling her ears as they exit the tent.
“What’s wrong, Twilight? Are the clowns scaring you?” Flurry asked, seeing the group of clowns doing tricks just a few tents away.
Despite wanting to panic, Twilight’s gaze soon fell upon the clowns watching as one balanced on a beach ball. She began to giggle at the sight, clapping her hooves. It wasn’t long till Shining and Cadance returned, both having smears of ketchup on their cheeks. “So, did Twily have fun?” Shining asked, patting the foal's head. After what he assumed to be happy babblings, he reached into his bag and pulled out a familiar red stallion plush with a blonde mane. “Look, this is a special share me doll. You are supposed to share it around the carnival.”
“No way! That can’t be Big Mac, can it?” Twilight babbled, taking the doll into her hooves and examining it, eyeing all the little details, including Big Mac’s cutie mark stitched correctly. Unable to resist, the purple fall gave the plush a big hug, nuzzling into it. “Mmm, soft.” The little princess was still confused, but as more of the fair passed by, the easier it became to relax. She soon began teething on Big Mac’s ear as they made their way to the main big top tent with music pouring out of it.
Meanwhile, wandering into the fair from another entrance, a familiar orange-coated mare looked around with a scowl. “Now, where do yah suppose Big Mac got off too?“
Applejack’s day started like most days for her. After getting Apple Bloom ready and sent off to school, the farm mare headed out into the fields, having only momentarily spotted Big Mac before he had wandered off somewhere out of sight. She shrugged it off at first, figuring he had just gone for a short morning stroll before work, but as an hour ticked by, he had yet to return. Even stranger was the Carnival music heard in the distance, even from her farm. She suddenly paused after bucking a few more trees realizing that she had no memory of ever hearing about a fair coming to town. Figuring that the fair was in the same direction her brother had wandered off in, she trotted onwards towards it, determined to find him so they could get back to work. After all, there was no time for fun and games while farm work needed to be done.
Flags of almost every colour fluttered in the breeze as Applejack trotted towards the gate, eyes taking in the sight of the numerous tents and attractions. She’s left baffled as she stares, muttering softly, “How in tarnation did I not notice this fair before? It’s so big.“ Finding that admission was free, she quickly made her way inside, weaving her way through the crowds, keeping a sharp eye out for Big Mac. There was no way to tell if he had gone into the fairground, but a strange thought in her mind subtly told her to keep looking regardless. Applejack, after all, wasn’t the sort to ignore a gut instinct.
Moving deeper into the fair, she passed through a section with various games on either side of a dirt pathway. Despite how alluring they seemed to be, the farmer kept her focus. During her search, it took her no time at all for her to notice the unmistakable sight of Rainbow’s bright mane poking out from amongst the sea of ponies. Figuring that her friend could help her look, she approached from behind, watching as Rainbow tossed a few gold rings, which landed perfectly on some long poles. As Rainbow cheered, Applejack spoke up. “Hey Rainbow, have you seen Big Mac around?”
Rainbow jumped at first startled wings glaring in surprise. She turned and smiled. “Oh hey, Applejack. Come to have some fun for a change?” She teased, poking Applejack in the chest.
Applejack raised an eyebrow. “Shouldn’t you be working too?”
“What? It’s my day off.” Rainbow rolled her eyes. “Why would I work on my day off? That's something you’d do.” She teased, peering around at all the events.
“Yeah yeah, but have you seen Mac? He wandered off and didn’t come back.”
“Maybe he is just enjoying himself. This fair is amazing.”
Before Applejack could reply, a tall brown stallion with a rainbow-brimmed top hat approached. “Why, thank you.” He smiled, tipping his hat. “I’ll do my best.”
“And who are you?” Applejack asked, getting an odd feeling about the stallion.
“My mane is Top Hat Progenitor of this fine fairground.” He approached the farm pony giving her hoof a shake. “I hope you are having a wonderful time here today.”
Applejack pulled back her hoof, shaking her head. “I just came in to find my brother. We have farm work to do.”
Top Hat pulled out a red button giving it a quick push, surprised when it made no noise. “Oh, we got a buzzkill.” He remarked, tossing the button away.
“What, I am not. I’m just focused.” Applejack snorted, stomping her hoof.
“Come on, Applejack. There are all kinds of things to do here. Why not have some fun as you look?”
“I don’t have time to clown around,” Applejack said, feeling another odd impulse.
“Clowns? Oh yes, we have those around somewhere. Clowning around is fun,” Top Hat remarked with a smile.
A few sparkles shined off Rainbow that went unnoticed by the group. “Yeah, you should have some fun! You can even hang with me while you search,” Rainbow said, nudging her friend on the shoulder.
“But I didn’t bring any bits,” Applejack said, hoping it would work.
“I haven’t been asked for any bits yet.” Rainbow pointed out, rolling her eyes.
Applejack sighed, “fine!”
Top Hat grinned, gesturing down the path. “I believe I saw Big Mac go that way if that helps. But please, goof around if you want ” With that, he tossed down a smoke bomb and vanished as Applejack and Rainbow coughed.
When the smoke cleared, ponies who had witnessed the scene resumed whatever they were doing. “Top Hat sure is strange,” Applejack said, adjusting her hat. The multi-hued circus tents standing tall a few rows away caught her eye. “Is this a carnival or circus?” She asked, looking at Rainbow with a raised eyebrow.
Rainbow shrugged as they made their way past a few stalls. “I don’t know, I’ve seen all sorts of activities. It even has a dog show. How weird is that?”
“I don’t know sounds like somethin Rarity would like. Besides, I’m more into rodeos.” Applejack said, scanning the crowd for her brother, taking in all the happy sounds around her. It wasn’t long until they reached a sizable open area, short hay bales surrounding it. In the center were two large rubber balls striped in alternating colours.
Having an idea, Rainbow flew over the two bails, chuckling. “Bet I could balance on this better than you can,” she taunted.
Applejack felt tingly as she followed her friend over. “Ha, that's somethin a rodeo clown would do,” she laughed, poking at the red and white ball.
“Afraid you’ll lose, huh?” Rainbow teased as she nudged her ball with her hoof.
“I ain’t afraid of nothin!” Applejack retorted. “You’re on!”
A few ponies gather to watch the sight, amused as the two fail to get on top of the balls at first. Rainbow was slightly better off using her wings to try and balance, only to fall off just the same. Despite the failures, the two didn’t give up, making faces at each other as they kept trying. After a few minutes, the two mares managed to climb up on them, wobbling as they learned. The small crowd chuckled, entertained by the show, but the two mares were too focused on their dare to notice.
Applejack had her hooves out to her sides as she floundered, glaring at Rainbow. “You’re cheatin! Stop using your wings.”
“I am not!” Rainbow retorted, her wings indeed spread out like her hooves.
Applejack’s eyes narrowed as she moved her ball, rocking it into Rainbow’s, causing the pegasus to flail, flapping her wings to catch herself. “Ha, I knew it! Now cut that out, cheater!”
Rainbow caught herself and groaned. “Fine, but I don’t have the fine earth pony skills.” She thumped her ball into Applejack’s ball as payback, closing her wings to her sides. As they kept up their act, Rainbow kept her glance on Applejack, wondering how long her friend had a red apple painted over one eye and pear over the other. The crowd started to grow as the two circled each other, taunting one another as they attempted to bump each other's ball while keeping balanced.
“Oh, they should juggle.” One filly called out, suddenly tossing out small plastic balls at Applejack. Applejack gasped and instinctively reached out, snatching them up before starting to juggle them without a second thought. A few balls almost fall, but she manages to catch them just in time. The gathered pones clap at the act.
“Hey, are you trying to outdo me?” Rainbow said, bumping Applejack’s ball again. She didn't notice that she had white paint over her muzzle with a blue triangle over her left eye.
“Ha, you are just jealous.” The farm mare stuck her tongue out, tossing a few balls across to her friend.
Rainbow squeaked. “Oh yeah, I’ll show you!” She began to juggle alongside Applejack, watching as the audience around them grew. The more the crowd cheered, the easier it became for the two mares to goof around. Soon enough, they were balancing on one hoof as they juggled. Amongst the ponies watching, baby Twilight was there too, unable to help but coo in delight. It was strange at first, but they just seemed so silly.
Across the ring, Spike and Ember watched the show as well, both seeming puzzled. In Ember’s claws was the Big Mac plush. Spike had told her to keep it for a while since it was a sharing doll. The Dragon Lord continued to blink as she watched the act before her. “Um, are those your friends acting like uh...what’s the word again?”
“Clowns?” Spike replied, munching on a gem as the juggling balls passed between the two mares.
“Yeah, that’s it, clowns. They don’t normally look like that do they?”
“No, not really, but it’s fun to watch,” Spike said, eating another gem happily.
The two mares had hardly noticed the commotion around them as they tried to one-up each other. From the crowd, somepony tossed a small horn towards them, Rainbow catching it with ease in her mouth as the pegasus gave the bulb a squeeze letting out short honks in Applejack's face. The farm mare gasped and tried to roll away from the noise, but the rainbow clown kept pursuing her, keeping up as they circled the arena, all while continuing to juggle. Rainbow’s mane had poofed out, morphing into the perfect afro clown wig. Top Hat came out from the crowd clapping his hooves as he watched. “Oh, how wonderful the clowns are here,” he remarked, clapping to get the attention of the two mares. “Come along, you two.”
Rainbow honked her horn, following behind Top Hat without a second thought with Applejack right behind her, proceeding into the backstage of a big central tent. The back room was full of various props and costumes and another section with a few animal cages. Top Hat smiled at the two. “Well, while you two sure have the energy, you need to look the part as well.” He waits for the two to hop off their balls and stand in front of him before he opens a wardrobe nearby. “Now, Clownbow Dash, since you like your horn so much, I have just the shoes for you.”
Rainbow honked her little horn happily as Top Hat retrieved special shoes with small horns sticking out the sides, the middle of the hoof having a tiny airbag to make the horns honk. Slipping them onto her forehooves, he pulled out a patchwork jester attire next decorated in blues and yellows along with green squares. Letting the pegasus slip it on, he turned his attention to Applejack, slipping a big red nose to muzzle. “Now it’s your turn, Rodeo Jack.”
“Yeehaw!” Applejack cheered, pinwheeling her forehooves and smiling ear to ear.
“That’s the spirit! '' Top Hat said with a flare as he retrieved Applejack’s attire. The patchwork pattern was similar to Rainbow’s, but hers were red and green with yellow stars printed throughout. In a flurry of limbs, the cowmare was all dressed up along with a matching silly hat. “There, don't you look the part.”
As Rodeojack was about to speak, a cream pie suddenly smacked into her face, followed by a horn honk from Clownbow. Letting out a gasp, she pulled out a water spritzer from thin air and fired a full blast into her friend's face.
Their rivalry continued for several minutes before Top Hat pulled open a flap that led into the main ring area of the tent, directing the two through abs watching as the many eyes in the bleachers caught sight of them. As the crowd laughed at the shenanigans, the charismatic stallion slid to the other side of the tent and peered into the open carnival, soon spotting a certain yellow and pink pegasus. “Good, she’s right on time.”
Within the quaint little cottage of Fluttershy’s, the sweet yellow mare hummed as she enjoyed her morning oatmeal looking at the note Discord had left yesterday for her. She always liked Discord’s little surprises, so whatever it was should be fun and creative. “Hmmm, it says he’ll be getting a friend to help? Interesting.” Reading further, she got up and headed to her front door, following the short instructions as she walked out into the front yard. Right on cue, she suddenly witnessed a bright flash from one of the open fields. When the stars in her eyes cleared, she gasped, staring at the suddenly appearing fairgrounds.
“Oh? Is that the surprise?” Fluttershy asked, glancing down at Angel Bunny, who had hopped over. The faint sounds of the music did make the place look fun. Angel, in return, just shrugged and pointed. “Okay, Angel, you’re right. It can’t hurt to check it out.” Gathering up a few bits, Fluttershy headed along, head lightly bobbing to the music.
Approaching the entrance closest to her home, she stared up the banner with the words Fair of Wonders written in exciting bright letters. Other ponies moved around her, entering the grounds allured to the various attractions there seemed to be. The shy pegasus kept scanning her surroundings and pondered what she’d do first. “Hmm, I wonder where Discord is. Or am I supposed to go and find him?” She asked herself as she looked at the map and the listings of events for the day. Naturally, the ones involving animals drew her eye more than others. “Oh, a dog show? That sounds nice,” she chimed as she made her way down one of the rows of games.
She got halfway down one section of ring toss booths before the fairground master appeared in front of Fluttershy from beside a cotton candy stand. Top Hat tips his hat at her with a smile. “Why hello there, you must be Fluttershy?”
Fluttershy turned to look at the brown stallion glancing at the rainbow-themed hat. “Hello, are you Discord’s friend by any chance he told me about?”
“Indeed I am, Top Hat the name, and this fair is my game,” Top Hat said as he twirled his hoof around at the crowd. With a light flourish, he gave Fluttershy’s nose a boop. “I assume you’ll be heading towards one of the animal events, yes?”
Fluttershy’s face scrunched for a moment from the boop eyes crossing. She blinked a few times, taking a few seconds to remember what she’d been doing. She glanced towards the tents and nodded. “Yes, the dog show sounds good. I bet they will look so cute.”
“Oh, there is no doubt about that. Perhaps you’ll see something familiar.” Top Hat chuckled before walking away after his simple introduction.
Fluttershy tilted her head at the stallion’s words, wondering what he’d meant as she trotted along following the signs towards the dog show getting in line with the other ponies. While she waited to go inside, she turned her head towards another opening, thinking she’d heard one of her friends nearby. “Rarity?” She glanced from side to side to try and spot her but couldn’t see her. Figuring that she’d find out later, she headed inside and found a spot near the edge of one of the bleachers. It wasn’t long until the show started, the various dogs being fun to watch doing numerous tricks. About halfway through, A new set of dogs came out. Fluttershy’s eyes were quick to spot one with similar colours to her friend. “Rarity?”
The purple and white dog didn’t seem to see Fluttershy in the crowd as it did its best to prance and perform elegantly. During an obstacle course segment, the white dog came close enough for Fluttershy to notice the unmistakable three-diamond cutie mark upon the dog’s hind leg. While Rarity looked cute as she showed off her talent to the crowd, it left the nagging question about why Rarity was a poodle. Before she could question things further, she felt a soothing feeling wash over her, almost like her head was being petted gently. Her body slumped for a moment, hearing the sound of an elephant in the distance. The sound did remind her that the fair did have a circus tent and that she should go and check on the performing animals there next.
Fluttershy watched Rarity do her little dance and clapped when she even won the show. As the show ended, she exited the tent and went towards the back, wanting to check on her friend.
As Rarity came into sight, Fluttershy heard her muttering in annoyance. “This wasn’t part of the deal!” The collar jingled as Rarity tugged on it.
“Rarity, are you okay?” Fluttershy asked, approaching swiftly. “Why were you a dog? Not that you didn’t look kind of cute.”
Havey ou met Top Hat?” Rarity started. “It’s his weird magic that turned me into a dog. I had to perform in the show before I’d be returned to normal.” she huffed. “However, I did end up winning. Now, If only I could get this collar off.” the unicorn tugged on the collar again, but It refused to budge. She groaned in defeat. “Have you seen my sister, Fluttershy?”
Fluttershy’s eyes were drawn towards the larger of the tents as she replied, “I think I saw her in the crowd during the show with Cheerilee. This fair is alright so far, I still need to find Discord. Maybe he's near the big tents.”
“Discord, you say?” Rarity asked as she tilted her head. However, the thought seemed to pass just as quickly as she shook her head. “Well, do have fun, Fluttershy. I”m sure we’ll meet up later.” With that, she began to trot along, scanning t ponies around.
Fluttershy waved her friend goodbye before moving towards the larger tents, the thoughts of the talented animals she’d see on her mind even more. As she got closer, she heard laughter and what sounded like clowns. A smile worked its way upon her face as she passed by Spike and Ember, giving a wave before heading toward the open tent flap, hearing Applejack for a moment as she did. Once inside the open back area, it revealed a series of cages filled with fresh hay and a few critters. The brown monkey near the front waved at her, wearing a little red hat. “Oh, hello there. What a cute hat.” Fluttershy greeted.
“Indeed it is. Skitter is quite the acrobatic monkey,” Top Hat said as he appeared from seemingly nowhere as he approached. Fluttershy jumped at the sudden voice but soon turned to look at him as he spoke again. “Enjoying my fair?”
“I did see the dog show, and that was nice,” Fluttershy started. “But why did you make Rarity into a dog?” Her wings flared out some.
“Why? So she’d have the most fun of course,” Top Hat replied, putting a hoof onto his chest. “Besides, I turned her back. She did win best-in-show. So it all worked out. The faint sounds of activity are heard from the main area as he gestures at the few animals. “The tricks my critters can do are quite impressive, but we might be missing one?”
“Missing one?” Fluttershy asked, looking around and spotting the large cage in one corner, along with a bag of peanuts. “I can help you find them if you need it.”
Top Hat swirled his hoof as he beamed wide. “Oh, but I think I just found her right here,” he declared before he pressed his hoof to Fluttershy’s nose, holding it for a second.
As he pulled back, Fluttershy’s nose began to itch and slowly swell. Her ears lengthened along with the rest of her body slowly growing. While the growth was painless, the pegasus still groaned as she felt the expansion. “W-what mmmm,” Her mane slowly receded, her nose pulling outwards like a swelling accordion. Gaining height as she grew, her coat shifted into a rough hide, keeping its yellow tone. Her tail thinned the pink tufts at the end remaining. The entire transformation lasted only a minute, leaving Fluttershy feeling quite dizzy for some time. When the confusion cleared, she blinked and glanced down at Top Hat, letting out a blast of air into his face with her new trunk.
“Now, now, Flutterpant, don’t you want to help me out and do some tricks?” Top hat asked, patting the snoot.
Flutterpant nodded as she felt a sudden wave of happiness at the idea. She even recalled a trick involving her balancing on a large ball. The routine was tricky, but she was confident she’d get it this time. As she thought about it, she recalled she was supposed to meet Discord too. Perhaps, he would be watching her performance. She pranced a bit on her hooves before following Top Hat towards the large flap, already hearing the happy horns and bells playing. She let out a short squeak as she saw the many ponies in the audience and how she would soon be the center of attention. Her gaze fell soon upon Discord, who was also in the crowd and gave a wave at the yellow elephant. “Wasn’t I supposed to meet with him?” she thought, lifting her trunk to wave back. Moving to the center ring, she spotted Applejack and Rainbow Dash doing clown things on either side of her. They looked rather silly too.
Top Hat paused to let the audience cheer before gesturing at the crowd as he spoke. “Mares and gentle colts, I present for your entertainment our main ring entertainment, Flutterpant the large and gentle.” The crowd clapped as the spotlight focused on the elephant. With an impressive backflip, the ringmaster flew into the air, landing on a small trampoline before launching up and landing on top of Fluttershy.
Flutterphant squeaked for a moment before blowing out a trumpet and stomping around the ring as Top Hat gestured about as Fluttershy’s two friends fired off water pistols at each other. Wanting to join in the fun, Flutterpant spotted a nearby barrel full of water and moved up to it. With a deep breath, she soaked up some water into her trunk before aiming it squarely into Rainbow’s face before firing off a blast. The rainbow clown flew back, doing a few rolls, which made the crowd laugh. As Rainbow got to her hooves, the elephant giggled as well, just as a cream pie smacked into her face. No doubt a retaliatory action from Rodeo Jack.
Flutterpant kept smiling even as she wiped the cream off her face as best she could with her big hooves watching as Top Hat hopped off her back, soon returning to the ring with the big red ball with yellow stars. She took a breath as the spotlights fell upon her. Her knees only trembled a bit as she approached her ball, hearing somepony doing a drum roll as she slowly climbed up onto the huge toy. She smiled with pride as she wobbled at first but soon found her footing as she raised a front leg and hind leg to balance, sticking out her trunk and tail. As time passed, she felt proud of herself for doing such a good job, and the crowd agreed as the cheers grew over the time she spent perched. The clowns circled her on unicycles making quite the spectacle of it.
It was nearly an hour later of various tricks before Top Hat took center stage and bowed to the applauding ponies. “Thank you, mares and gentlecolts. You have been a wonderful audience. May your days be full of wonder and delight.” Raising his forelegs, the ringmaster clapped his hooves together, unleashing a bright flash of light.
Fluttershy ears rang as the light washed over her eyes. The temporary blindness faded as she looked around at the empty benches around the tent and blinked as she glanced down at herself, seeing she was back to normal. Rubbing her eyes, she sees she isn’t the only one back to normal. Twilight, Big Mac, Applejack, Rainbow Dash, and the rest stood around, looking around just as dazed and confused. “What happened?”
Twilight sighed in relief as she looked at the gang around her. “Well, that was interesting I suppose. Still, experiencing being a foal was strange.”
Big Mac snorted and rolled his eyes. “Yeah? Well, try being a plushie and being shared,” he said while his gaze locked onto Discord standing across the group wearing the outfit Top Hat had been wearing. “I had a feelin’ it was you.”
The others all turned to glance at the draconequus with varying expressions as Discord beamed. “Oh, come now, Big Plush, surely you must have had some fun just sitting around all day instead of those boring chores?.”
Big Mac glared again as Spike spoke up. “So it was you that made us act like dolls! That was embarrassing!”
“Yeah, you made us act like clowns!” Rainbow blurted, pointing to Applejack in the process.
Rarity saw the various glares towards Discord as she adjusted her mane. ”Well, I do suppose my experience was not all that bad. At least I’m free of that collar.”
Before Discord could retort, a sudden fluff of yellow fury came up to his face giving a very disappointed look at him. “Discord! What have I said about messing with my friends and me?” Fluttershy asked as she kept eye contact.
“Oh, come now, it was harmless fun,” Discord stammered, adjusting the red vest. “Surely you got some enjoyment from being one of your animals? Besides, I entertained the entire town in the process.”
Ember flicked her wings as she watched the scene. “Does Discord do this sort of thing often?” she asked, crossing her arms.
Pinkie bounced a bit as she replied. “Ooh, it depends on the story,” she chirped. “But I know I had fun. Hehe! That play was silly.”
Before the others could comment further, Fluttershy grabbed Discord by his ear and tugged him over to the group, the action mind-boggling to the dragon lord. Once close enough, Fluttershy coughs. “Now, what do we say, Discord?”
“Ooh ooh! But Fluttershy!” Discord whined, wincing at another tug. “Okay, I’m sorry…maybe.” He said reluctantly. He crossed his mismatched arms with a pout.
The frowns lessened a bit, but most still looked annoyed. Pinkie, however, skipped up and gave Discord a big hug. “It’s okay, Dissy. I forgive you, at least,” she said with her usual beaming smile.
Discord patted Pinkie’s head as the gang began to leave the central tent watching the remaining guests in the fairground going about to the various still open stalls. “Perhaps, this will help settle things?” With a flick of his wrist, he sent a flare of multi-coloured magic into the air. The magic soared higher before exploding in the setting sky in a flurry of fireworks. Ponies stared upwards, entranced by the display.
Fluttershy’s smile returned quickly enough as she patted Discord’s side. “Hehe, that will do, Discord. That will do.”
