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Infinite Carnival

By Zatarra L. Vulpe

The park sign was hidden in leaves and bark, the asphalt free of any yellow stains or tires. The hills were covered in long stretches of green for miles around, with any taming influences winding off like old, gray snake skins. The set of benches groaned with even the passing wind, much less Deon's bones. He was stretched out over the table, staring at the merry-go-round.

It was new. Not just new, the side of it was coated in pastel colors with soft florescent knobs that he'd never seen light up. He knew it would play a pleasant little tune, somewhere between his ears he could hear a nice little chorus of voices bursting out. It had no obvious cords, generators, controls, nothing, just a smooth platform and the little octagonal roof. What it was doing in a rundown park off of I-77 was anybody's guess, much less Deon's. He wouldn't have known it was here if he didn't come here every so often, for inspiration. Deon's fingers usually sang with the low base of a watercolor brush in blue or the high bravado of a simple sketch pencil, capturing things both seen and unseen with his brown mop and soft eyes. Today his sketchbook sat to the side. Yesterday had been roughly the same with more meditation and less merry-go-round. He felt like he was getting in touch with something powerful. Whether this power was meant for his art or not, he couldn't guess.

He slipped out his phone and held it still until it flashed at the rider-less ride. He tapped the little screen to send a picture of the inert metal along with a simple question mark to his friend, Alex. The guy was a bit paranoid but if someone had inklings about it, he would know. He tapped the little screen back and stared at his background. Twilight Sparkle and Rainbow Dash smiled from the little screen. He mirrored the expression and returned them to his pocket. Now that he thought of it, the apparatus on its own did look a little familiar, like something out of Ponyville.

His hands clapped together and he stood, taking a few steps toward the thing and then hopping onto the platform with a kang kang. He leaned in and looked the central pole up and down: no exposed mechanisms, no panels or slots or even a logo, just the same pastel stripes. His pockets were full of his fingers, still feeling pin prickles in his most valuable assets. It didn't even look machined, as though it was all just one solid piece.

"Well that's just weird."

He shrugged and looked the thing up and down again.

"You're in my park."

His hands pushed his pockets forward a little. Another pair grabbed his shoulders. He jumped and turned around. What faced him must have been a foot shorter than he was, in a little pastel pink dress with striped stockings, a pair of small black leather gloves and face paint like multicolored stars along her cheeks.

"Hi!"

Deon couldn't suppress a smile. "Hi there, and what's your name?"

"Tylssa!"

"Aww, that's a very cute name, how old are you Tylssa?"

"Four hundred and twelve."

Deon laughed for a moment. "O-oh wow, that's pretty old, I think you're older than me."

The little girl giggled and nodded her head. "Uh huh, you like my merry-go-round?"

Deon smiled. "Oh yeah, it's nice, but... It doesn't have any horses!"

She bobbed her head up and down, her eye color was green... he thought anyway. "Uh huh, it's not supposed to have horses silly!"

Deon giggled this time. "Oh really? Why's that?"

She smiled and laughed. "It's gonna have ponies on it! Ponies are much prettier than horses."

Deon flushed a little, just coincidence. "A-aren't ponies just small horses though?"

Tylssa shook her head. "They're bright and pretty and they have little marks on their flanks or the other ponies call them blank flanks, like this: blank flank! Blank flank!"

Deon smiled a bit nervously, not coincidence. "Wow, you've got quite an imagination huh kid? So where are you gonna get the ponies from?"

She smiles, eyes open as she reaches out and grabs his hand softly. "Well that's easy silly, from you!"

Deon froze for a moment, hand on his phone for a second, but then he just shook his head. "Uh... I wish I could help kid, but I don't have any ponies and I'm pretty broke so-"

She giggles. "Naawww silly! Like this!"

Her gloves suddenly felt warm on his hand. He tried to tug away but his fingers wouldn't budge. "Hey, let go! Jeeze how are you so-"

"Shhhhh."

Her eyes seemed to absorb him. The slow, soft movement of her glove over his thin phalanges combined with the kaleidoscope in her irises made him suddenly forget what he was talking about. She tugged him along softly.

"Come on Deon! I've gotta show you were you're getting the ponies from!"

Deon blinked for a moment. Twilight. Picture. Ponies. "Uh... Ponies?"

Tylssa nodded. "Uh huh, that's why you're here right?"

He kept thinking back, sketchbook resting somewhere behind him. Some part of it seemed to make sense, his brain felt like it was stuffed with cotton. "Uh... Yeah, yeah I think I was."

"Well then come on silly! Just lemme help you out."

"O-okay, yeah, okay, let's go find the ponies."

The little girl giggled as she led him along, deeper into the little run down park than he'd ever been. Grasses as tall as Deon's chest seemed to shimmy out of the way as the little girl in her dress led him along. He blinked and kept trying to think about where they were going or who this little girl even was, but each little tug and squeeze from her glove just made him giggle and think of a happy little song at the edge of his memories. Before he'd realized it, he was in a resonant chamber, the walls seeming to inch away from him as he watched, dark with windows to a place that he didn't want to look at.

"Okay, now if you wanna see the ponies you gotta step right here, okay Deon?"

Deon's vision swam for a moment even as the fact that she somehow knew his name slipped past him, but he found Tylssa again, one purple converse on what looked like a conveyor belt. It stretched up to a large, metal tube the size of a truck. He wanted to place how he'd gotten here but it all just became a blur of little spiral horns and feathers, giant pastel colored eyes and little girl voices singing along with him. Most of all, he could see something small, cute, with a flowing mane and a shimmering, shifting coat. It felt like the power he'd briefly come into contact with during his meditation. His face felt hot.

"Y-yeah! I wanna see the ponies!"

Tylssa giggled and took his hand, pulling him down so that he was on all fours. "Now if you wanna see the ponies, you have to kinda look like a pony or they'll get scared, so like this," She stretched Deon's hands out, one raised slightly higher than the other, his leg on the ground and the third behind him. "There, now just stay like this as much as you can, you'll feel a little funny but that's just the... uh... disguiser doing its work."

Deon felt a little smile creep onto his features. "And this will let me see the ponies?"

Tylssa nodded and smiled. "It'll just take a minute and you'll see them, they'll think you look just like they do!"

Deon smiled, his face pinkish. "O-okay Tylssa, s-send me there!"

She giggled, grasped a small remote and pushed a large, red button on it.

Deon wheeled into the dark place, holding his pose and feeling the machine whirring around him. For a moment his senses were shut off, then he felt something gently massaging him from all sides. There was a jet of cold air along his back. He felt the fibers of his brown hair splayed over his face, his legs seeming to easily hold his position as he felt them push very gently. It was a little strange, being jostled in the dark like this, but he didn't mind, he was going to see twilight sparkle and rainbow dash and everypony in ponyville!

Of course when he finally saw the light again he was no less optimistic. Even when his outstretched arm was a little thicker than it should have been, or that it was easy to hold his pose now. He tried to look down for a moment but Tylssa was right alongside him on the belt.

"No no no! Don't change poses or they might catch on! Be the pose!"

He blinked, then stared ahead. Be the pose. It kept echoing in his mind. Be the pose. Become the pose. Even as he watched a mechanical arm descend from seemingly nowhere to his head, he kept repeating it even as his hair seemed to splay under its touch. His ears were tugging, shifting up, past his temples, somewhere at the top of his head and pointed straight up. Be the pose. His fingers tingled and were slowly rubbed, pushed, his palm seeming to inch into a little curve and then fill out into something similar in appearance to a marshmallow. Be the pose. Something stretching slowly out from his tailbone in long strands, feeling a little like his long, mane mop of hair before it starts to straighten seemingly on its own, feeling for all the world like some kind of fine wig or silk. Be the pose. Rubbing softly along his front, smoothing him into a very child friendly flatness that left nothing to the imagination and had nothing to hide, what he assumed to be Tylssa herself slid a hand along its surface and he just felt smooth and a little puffy. Be the pose. His face tugging out in front of him inch by inch, a little wider than his nose used to be, but then his eyes seemed to stretch slightly as he blinked, it was like an ache he'd never had before but it went away rather comfortably. Be the pose. Tylssa giggled alongside him, he could hear her trotting softly.

"You're almost there Deon, just a little further and you'll be ready."

His heart skipped several beats. He felt something pushing softly, his shoulder blades splaying slightly in soft tugs as something... Emerged? It didn't matter. He would hold his pose, nothing could stop him now. He felt Tylssa's hand brushing along his bare back, bumping into something lodged about halfway up his spine.

"Perfect, now you're mine."

Deon tried to blink. He tried to ask her what she meant, but his mouth wouldn't move. The scraps of himself that weren't holding his pose suddenly felt, suddenly understood the truth of her statement. He tried to twitch, to anything, but he was only rewarded with another little brush along structures at his back, on either side of whatever was sticking out of it. The conveyor kept rolling him along inch by inch, his whole body tilting along with the pole at his chest. When he reached the end he felt himself being lifted gently by a pair of small, leather gloved hands.

"Mmmhmm, and you're so light! I love it, I think you wanted this more than I did."

Tylssa giggled as she popped him down in front of a mirror. His mop of brown was no longer a mop or brown, extending down his extended neck in a long, platinum blonde wave. The new mane was parted on either side by a set of pointed ears. His eyes were gigantic, larger than dinner plates easily, a hint at a muzzle and a flat toothed smile etched into his features below a jutting horn. He noticed a pair of wings permanently fanning off of his back. His one rounded hoof held him to the ground, the other three extended in a graceful little leap. A pole was now towering out of his back, straight with grooves that seemed untroubled by his 'flesh.'

"Now you are just adorable, even flesh tone and unrefined as you are, but don't you worry, you're going to be a perfect little alicorn young filly."

She hummed softly to herself as she strode out of his view. His fixed gaze and the remainder of his thoughts were simply left to each other and the little glowing portal just barely in the mirror's frame. Wow, an alicorn. Only princesses get to be alicorns. His little strawberry cheeks suddenly found themselves very much apples. I'll probably even get a crown. He would have squealed and hugged Tylssa as someone of her apparent age might have, but he didn't move an inch.

"Okay then, to the magic."

She stepped into the mirror frame. Her head tilted back and forth as she hummed a familiar cadence, he could follow along with the certain show's theme song if she hadn't been gently molding his left rear leg. She smoothed out his hoof with a thumb, even further, similar to the 'shoes' she'd seen on the likes of Luna and Celestia. The strangest part was they actually felt like hooves, as her digits crossed over them his own didn't seem to register, as though they might even 'clop' if they could reach the ground. She touched his back, softly kneading around his pole, just behind his little wings. He could feel something sloping there, a pair of little indents to easily hold a rider. He had a little saddle now.

"Good good good, now you just need a slightly better color wouldn't you say?"

He heard the small, metal clacks of a spray can. She depressed the little plunger and it sprayed straight into his face. He felt echoes of a reflex to shield his eyes, but it didn't seem bothersome, if anything the spray tickled and gave him a warm, prickly feeling. She'd let go of it, but it was still spraying, a long and continuous cerulean coat over his face and ears, drifting down to his hooves and seeming to cover them in a thin layer of polished brass. It drifted to his wings, he could feel the feather touch along his former shoulder blades. His hair and tail were sprayed into a solid piece, chartreuse with hints of daisies and small wildflowers. The little carousel pony could feel the little spray can focus on either flank, but couldn't see what was being drawn there.

"Oh, that's so pretty! Bu-ut Deon sounds like it's not really the name for you anymore does it? That's a silly boy's name and you are not a boy anymore huh?" She shakes her head at him, "Hmmm... I think... Ah hah!"

She produces a little brass tiara, the polished metal resting on Deon's head as though it were meant to be there, a little green gem in the center.

"I think Princess Solstice is the perfect name for you, it just fits I think, and your paint is... Well, it's special we'll say."

Princess Solstice. For some reason the little alicorn felt totally at home with this name, as though it were something that had always been resting somewhere at the back of her mind, her little smile seeming to beam. The last of her thoughts that weren't about ponies or her pose gave in, crashing under the weight of that name. It kept echoing around in her head and had her blush not been painted on she thought her whole face might have turned red. Something about it felt too serendipitous, like not-quite-deja-vu.

"No-ow, just to harvest some of that magic potential to turn the next person into.... Wait," She paused, her hand seeming to rest on the little crown, "Oh... Oh wow! Oh wow this is the mother lode! You're a little walking magic battery aren't you? I could practically make a whole park with the stuff you've got!"

She retracted her hand for just a moment. A somewhat mischievous smile spread from star to star. "In fact..."

-

Alex checked his phone, thumbing past the images of Rarity and Fluttershy to glance at Deon's picture. This was the same merry-go-round alright, just with about ten different ponies revolving slowly against the dark trees. He crouched close to it as the gates would allow, watching little kids yell and scream as they mounted red ponies and gray ponies, unicorns and pegasi and earth ponies, and even one little alicorn with brass hooves, a matching tiara, and gentle summer-sun-yellow fur. He was sure this was the last message anyone had ever gotten from Deon. It made Alex suspicious about this park, but more than a low level of suspicion from Alex that was essentially the norm.

He stepped back as the little carousel organ started playing and the ponies spun, softly moving up and down with kids laughing and riding. He was drowned in a rainbow as several more pony shaped cars slowly drew people into the air only to drop them, the 'sonic rainboom.' Games of chance lined the park, but oddly enough they seemed pretty fair, almost every participant walking away with a little stuffed member of the mane six. The lines in front of the miniature coasters and the Ferris-wheels were short, partially because there were so many rides, and partially because there was also the big top, which was free. Even admittance to the park itself was just a few bucks, the food was mostly healthy and practically complimentary, and the typical sounds of screaming were replaced by laughter. He adjusted his glasses and glanced at his phone again out of habit. Late, very late.

And that was just it. Laughter. Everyone was enjoying themselves here, almost manic. If there was anything Alex didn't trust, it was joy, he was always waiting for the other shoe to drop, the 'angle,' especially where none seemed to exist. He kept his hands in his pocket and made his face impassive. He took a few steps up to the booth for the merry-go-round and tapped it. A little girl in an orange dress with moons around her eyes peeked her head out at him.

"Yeh-ss?"

"I want to talk to the booth operator."

"You're lookin' at her."

"Aren't you a little young to be working?"

"Aren't you a little old to be staring at a merry-go-round?"

He shrugged. "Whatever, alright, I just want to be the next to ride."

She smiled now. "O-oh, indulging our inner child are we?"

"Just trying to figure something out."

She looked at him, then at the lack of line behind him. He was pretty sure she would tell him to wait or to buzz off.

"Sure thing, you can have the ride to yourself in just abo-out..."

She glances up and then taps a little switch in the booth, the ride slowly coming to a halt and the kids on it drifting off, still giggling and seeming to prance away into the lights and sound.

"...Now."

"What'll it cost me?"

"Just your time."

"Really."

Her eyes didn't seem to hold any secrets, though he swore they were purple a minute ago. She even smiled at him in the most genuine way he'd seen in a long time. She'd made a comment about his age earlier, but any malice that might have held seemed to vanish. He gave a little nod and stepped through the gate, pacing around to the little until he came to a seat on the little alicorn.

A chipper little recorded voice greeted him as he grabbed the pole. "Hi! My name's Solstice! Let's go on an adventure!"

"Uh... My name is Alex, o-okay."

He didn't know why he'd answered it at all. It wasn't really alive, he was pretty sure anyway. He felt a heat on his cheeks. Why was he so nervous all the sudden?

"Aww, you sound like you need to have some fun! Here we go!"

He glanced at the little alicorn for a moment before the ride started to spin. He heard the little organs call out the 'la-la-la-" of the opening theme. He felt a little smile naturally crossing his lips as the little alicorn lifted him up and down. Even just spinning around in a little circle, he did feel his doubts spin-dried away one by one.

"Isn't this great? Look at how much fun everyone's having!"

He glanced out at the spinning park around him. He could see flashes of smiling faces, kids and adults, of bright colors and genuine thrills. He seemed to kind of melt on that little saddle, such a well of emotions kept hidden for so long seemed to be overflowing inside of him. For once, he felt genuine, unmitigated joy, his suspicions dripping away into motes of prismatic light. His brain didn't feel fuzzy, more like it was clear for the first time. He leaned down and hugged the alicorn around the neck, suddenly feeling much more stable on the seat.

"Th-thank you Solstice."

"Aww, you're welcome Alexandria, just have fun!"

"I will."

Not for a moment did he question the change in name, nor the little alicorn talking to him. He felt so... Bright, so up, like he'd been in a dreary place only to be dropped off in pure joy. He giggled as the ride slowed to a stop, hopping off the alicorn with a little "Bye Solstice!" and trotting toward the front gate, his shoes seeming to be left behind in favor of a little 'clop clop clop'-ing sound.

The little girl in the booth picked him up, his pants left behind. His shirt hung off of him and his glasses were sitting a little forward, shrunken down into little red half-specs.

"Hello there, and what's your name?"

A little nervous voice squeaked out. "H-hi, I'm Alexandria, do you want to be friends?"

The girl giggled and nodded, hugging the little pony to her chest with one hand. The little pony squeaked out some laughter as the girl used her other hand to thumb a little radio. "Hey Tylssa, we it's Vikusa, we got another one."

"Okay, I'll leave you to finish her up and put her where she belongs."

"Awesome."

Alexandria is perched a shelf next to the radio, her blonde mane parted down the middle in long waves, her tail starting to fluff out above her flank. She's about the size of a cat. Vikusa stared at her for a moment, then smiled. "I've got it!"

The little pony's face was nearly wine colored from her blush. "O-okay! I-if it's fun."

"Oh don't you worry, you'll be the most fun thing in the room when I'm done with you."

The small pony giggled and pranced a little in place, her smooth limbs clopping. The girl started with her legs back legs, which immediately ceased bouncing. Her fingers tightened around the pony's flank. Alexandria sat, her tail wound into a little curly-q that made her giggle again. She glanced down, watching purple climb up her smooth hips to her little belly sans button. It shined in the bright colors that flashed from a nearby tilt-a-whirl and it made her giggle again.

"I-is everyone gonna think I'm fun?"

"Oh you bet little thing, they'll think you're one of a kind."

The pony squealed, her fore-hooves bumping the desk with a little plastic on plastic sound. The purple flowed over her forelegs, up to her little neck and coated most of her face.

"Now three, two, one, cu-ute! As cute as you can!"

Alexandria blushed. Her square little muzzle closed and her lips were drawn into a little smile that gave her dimples. She had small, deep purple freckles on her muzzle and a gentle, pinkish shade that seemed airbrushed on to her cheeks. Her eyes were soft, the irises huge, a light amber color. Vikusa noted the pony's cutie mark was an old book with a stylized, gold plated heart in the center, similar to a hieroglyph.

"Huh, like the library, very cute."

Alexandria didn't care. The words 'as cute as you can' kept reverberating in her empty little head. Vikusa adjusted her right fore-hoof to hang at about the pony's chest, as though she might be using it to turn an invisible page. There were no seams, just soft plastic. Vikusa even tugged on the pony's hoof until she thought it would snap off, but it just held, mobile but resilient.

"You are definitely going to make a lot of people very happy Alexandria, just like your friend Solstice out there."

The pony couldn't move, but she would have pounced the little girl and hugged her. As it was her 'cute as she can' was drown out in an inner laughter, a warm, yellow feeling that wouldn't quit inside of her. Vikusa could feel the joy radiating off of the little doll, and so would others, many would likely join her.

"But first, let's see about getting you some accessories huh?"

While Vikusa very well knew the doll couldn't actually smile up at her, she had the strange feeling that it's eyes shined a little brighter. She giggled and held the doll to her chest, she couldn't resist. She picked up the radio again.

-

The park never seemed to fill to capacity. Reports of other 'Carnivalvilles' were popping up in other states, just as big and just as fun by most critical ravings. Even with simple rides and a dogged adherence to theme, there never seemed to be a complaint from anyone, even as the reports of people missing seemed to slowly creep upward. The park owners never seemed to take a stance anyone disliked, it seemed to take all kinds and all comers and cater to just about any whim the customer could think up within reason. They were popular, maybe a little too popular to be normal. All sorts of conspiracies were popping up around them and their popularity.

Nick grabbed a little cotton candy and some popcorn. It was surprisingly good, and the sign had said reduced fat with zero additives. He'd asked about the ingredient list, and the stand owner, a little girl with the nametag Bistana, had been more than happy to provide. Nick didn't find anything out of the ordinary, other than the lack of carbs and calories. He kinda wished Alex was here, he'd always made such a big deal out of eating too much. He shuffled his food into one hand and adjusted his little black cap with the other.

"Hey Mister."

Nick turned. Shawn had his hands on a lemonade and his glasses. He was smiling as the pair of them came together in a little hug.

"It wasn't too expensive was it?"

"Not at all Mister, everything is super cheap here, even the games are almost free."

Nick giggled. "That's awesome! Maybe we can try one out? I almost never do this stuff, and some of these ponies are so adorable."

Shawn quirked up an eyebrow and grinned at Nick. "Well, I think I'm going to go win you a first prize, and then you can put it up in your room with all your other dolls and stuffed stuff. How's that sound?"

Before Nick could say anything Shawn was putting little kisses on his cheek. He squealed and the pair hugged even closer.

"Love you Mister."

"Love you too, Mr. Mister."

"Hey you two! Love birds!"

The pair of them jerked up and saw a little girl in green, long comets crossing her cheeks and along her jawline. She grinned and extended her left hand out toward a bunch of small, rainbow bottles stacked into a pyramid, a white ball in her palm.

"Wanna try? Twenty five cents! Win the lucky man a little something for the evening huh? Every throw is a winner!"

Shawn and Nick looked at each other for a moment. Shawn smiled first. "What's the first prize?"

The little girl's grin was even wider, her right hand extending out to a small doll, bright purple with long, wavy blonde hair, eyes like sweet maple syrup and a bubblegum pink blush. There was a brush, a comb, a shiny red dress and a few hair clips arranged around it. She wore a set of little red glasses that looked familiar for some reason. "One high quality hand made doll from our per-sonal artisans, one of a kind and all yours if you knock all the bottles down, you even get the first shot for free if ya like."

Shawn looked to Nick and shoved the lemonade into his hand. "I think I would like, I'm gonna win it."

The girl smiled and placed the ball right in his hand. "Okay then buddy, nice ball for the nice doll for the nice boy."

His right hand closed on the ball, fingers splayed out so he could grip it like he'd seen in the movies. His thumb tensed on the opposite side and he stared the bottles down for a moment. He was no sportsman, but he could visualize the bottles falling from a hit right in the center, and that's all he needed. Sure enough, they all came down.

"Hey! We got a winner first try! Way to go buddy, you won it fair and square," She popped the little accessories into a red bag and handed it and the doll to Shawn, "enjoy the rest of your evening, you two have a good time and have fun with your prize!"

Shawn gave her a little nod and then turned around, doll and bag in hand. The cotton candy, popcorn and lemonade went sprawling when Nick ran over to hug him.

"Ohmigod that's so adorable! You really did it babe, that was amazing!"

"Of course I did, I said I would silly. She's all yours too, the tag says her name is Alexandria."

"Wow! We're gonna have to tell Alex if we ever find him again, he'll get all blushy and cute about it."

Shawn laughed a little and gave Nick another little smooch on the cheek. "But uh, looks like we're gonna need something else to snack on huh?"

"Whu? Oh, aww stupid stupid stupid-"

"Don't wo-orry about it, everything here is super cheap, we can just grab a little something else and enjoy the company, mmkay Mister?"

Shawn hugged Nick's waist and walked him over to a little pizza place. They tried out a delicious little vegetarian pan and teased each other until they could figure out how to start on either end of a string of mozzarella and meet in the middle. Their little purple friend watched on with her fixed smile, as though enthralled and maybe a little embarrassed.

When they finished, they carried their little friend along, passing a carousel. Nick pointed out a little autumn orange coated alicorn and bright red Dahlias in her hair. Shawn smiled and ruffled his hat again, looking up to a Ferris wheel. Nick nodded and they jumped on almost immediately.

The first time the wheel stopped they were sitting about half-way to the top. The little car felt safe, they were rocking it back and forth a little, their small friend sitting between them.

"This is kinda fun, I feel like I'm twelve again!"

"You're always twelve again Mister."

"Like you aren't."

Shawn gave a laugh and slipped his arms around Nick, smooching his neck. Nick squealed and kissed back, his short blonde hair frazzling a little out of his cap. Shawn kept leaning in and shoved the little doll between them. Its blush seemed a little brighter when they didn't pull away. Their mouths were together, Nick's cap pushed up softly by Shawn's darker curls. They held the kiss until they reached the top.

Each tried to pull away, but they felt a little tug at their lips, so they smiled and kept going, their hands clasping together. They made little sounds together as they seemed almost stuck, their bodies light and warm and pushing together over the doll, all thoughts of nervousness or the world around them seeming to vanish in the kiss. Nick had his eyes closed, Shawn's about half lidded, and they seemed to stay that way. They felt warm and happy, the lights below them just playing over their faces, the hues playing off of each other as their skin tones started to shift. Nick's was looking a little sour apple green, Shawn's a robin's egg blue, each soaking into their skin from their mouths in small drops. Their noses bumped and huffed their little square muzzles as they held the kiss, lips threaded together by little budding Velcro patches that were expertly stitched on, leaving the pair of them breathless in joy. Their fingers sank away, but their soft hooves held together by more sticky, loud spots. Both giggled at this, their eyes stitched in and their hair fluffing into little artificial manes, Shawn's a gingery color, Nick's nearly platinum blonde. They wiggled softly out of their clothes as tails that matched their manes budded forth, their squishy, fluffy bellies rubbing together. By the time the Ferris wheel came down, the pair of them were smooching, draped on top of the little Alexandria doll. The pair of plush ponies even had their own cutie marks, Shawn's a little half of a rainbow heart with a key, and Nick's the other half with a small lock.

The little girl at the bottom, her face clad in small line strewn constellations and wearing a yellow dress, picked up the pair of stuffed ponies and flicked on her radio with a little giggle.

-

The carnivalvilles were spread across the country, open year round, and starting to open locations as far away as Alaska, France, and South Africa. Single location theme parks and other supposedly too-big-to-fail attractions were simply unable to compete. Industries began adapting to their ever blossoming bacterial cultures of pastel presence; vegetarian menus had become the norm in most fast food places, prices dropped in every major market just to keep up, the big news was about whether there would be a new pony in the next season of many popular shows instead of whom was dating whom, and more people knew the elements of harmony and talked about friendship and magic than they did their own national anthems or religious interpretations.

Kyliee was riding the middle ground. Not one hundred percent sure whether or not to get behind the latest pony craze, she supposed she could choose one fine day to visit the illustrious first carnivalville to judge for herself. Her friends online had all but vanished after posting a small status about how they were going to visit. Deon was the first, then Alex searching for answers and slowly more and more, dwindling into just a few friends that were just as put off by the disappearances surrounding the parks. While she didn't buy into the most absurd of the conspiracy theories, apocryphal internet pet notions about actual magic and even dimensional breeches, she was certain something was happening in these places, something that wasn't entirely friendship.

She pulled her white, functional-but-fluffy coat tightly around her midsection as she entered. The snow was falling, many of the rides were inside of one of the Cloudy Play Areas, buildings the size of factories with the same rides and attractions as in spring and summer. She passed through the automatic doors stared with some kind of foreign sense of longing to a carousel with a little white furred alicorn, her bluish mane with little pink Daphne blossoms that complemented her deep-orange metal hooves and tiara. The little alicorn seemed to grin at her as she made her little trips round and round, bouncing up and down on her small, golden pole. She shook her black hair and kept walking. No distractions.

"Hey there miss!"

She glanced to a little girl in green, sparkling little trails gracing her cheeks. She held a ball in one hand and a little purple pony doll in another.

"Try your hand at a game? First throw is free!"

Her eyes held the little pony doll. The glasses were a little familiar, a shiny red set of frames, purple fur and a long, blonde, braided mane. The little amber orbs shined up at her, blushing with an intensity that echoed somewhere in her mind's eye. She gave a little "No thanks." She kept walking and shuffled her small, thin black gloves off.

She clasped the front of her coat for a moment, feeling her stomach growl a little. She glanced up and found a small stand for Applejack's, a franchise that had cropped up not six months ago that she enjoyed. As she was paying for her salad, she saw a pair of plushies in the window, one light green and the other pale blue, joined at the muzzle and the fore hooves. She smirked a little at the rainbow halves of hearts on their cutie marks while she ate.

Her eyes sloped past the Ferris wheel, the flashing lights in the otherwise dim, echoing place. She saw it curving in the center of the vast structure, it's top grazing the ceiling, long pastel stripes pink and blue made up it's tall, billowing shape: the big top. Some instinct told her that if she wanted to find out exactly what was happening here, she would have to go there, watch the show playing out for what it was, look for some kind of weakness in their operations that would tell her exactly what was going on.

There was no entry fee, shows were running all day. She slipped into a seat on the second level, finding them surprisingly plush. She glanced at her cell, the background a small image of everyone's favorite apple-bucker and the icing shaded party pony. Seven. The next show would be starting right about-

"Princesses and princes! Fillies and elders! Short, tall, fat, small, two legged or four hoofed, welcome one and all to the Carnivalville pony show!"

The spotlights centered on the speaker, a girl in a shimmering, pastel pink dress with sparkling stars around her eyes, a large, stove pipe top hat tilted back on her matching hair. She extended her arms out onto either side of herself and giggled into her headset as the crowd roared.

"This show, we're going to start off with a crowd favorite, Gilda and Rainbow, our two aerial acrobatics extraordinaires performing death defying stunts before your very eyes, all without breaking a sweat. How cool is that?"

The crowd was unanimous: "Twenty-percent cooler!"

"I'm sorry I dunno if I could hear you there, how cool is that?!"

Kyliee had to cover her ears when the crowd seemed to drown out her thoughts with the practically memetic saying. She felt the little onset of a headache, but the little girl seemed to smile up at her and all the sudden it was gone. She blinked and watched the uproar as the spotlights drifted from the center to a pair of small platforms at the top of each major support for the massive tent. Standing there were a pair of young women in what looked like biker's outfits with wings, the helmets smoothed over to resemble the faces of the aforementioned ponyville icons. They looked top heavy, not remotely capable of walking straight, much less aerobatics.

And yet, as soon as rainbow lept from the platform, she drifted through the air as easily as though she were made of feathers. Gilda joined her mid-flight. They seemed to hang in the air with the breaths of the crowd, no obvious wires or supports, just the two of them dancing around the tent as fast as the eye could move. Hoof to talon, blue to gold, they dashed through the air in long brush strokes and practically floated into cute embraces.

The strangest thing for Kyliee is her own reaction: she seemed to gasp when they hurtled to the ground in a spiral just as everyone around her did and cheer when they peeled away at the last moment in the same tone as her peers. She cooed in awe when the pair of them hugged and flew straight overhead, wings nearly brushing her hands as the wake of their flight sent her bangs fluttering.

She stared and then shook her head for a moment longer. What was she doing? She'd totally lost track of her goal. She glanced at the others around her and then slipped down the steps as quickly as she could, her boots soft when they bounced against the floor. She slipped away from the main tent. She kept her phone on, thumbing to the camera app as she searched for anything that would prove something was going on.

She edged past the little tarp that separated the entrance from the back stage. She kept her head down and felt her hands shaking. This was probably breaking a law somewhere. She sat just behind another little slit in the tent, slipping her little phone out just enough so the camera could catch everything. She spies a little girl dressed in gray, a set of small, twisting circles that looked like the light streaming into black holes on her face. She grinned as she was tapping into a little key pad that connected to a big, glowing... Thing resting against what looked like a solid wall of chip boards and gently humming power conduits.

"Aaaand just one more entry aaand voila!"

The glowing panel seemed to split open, a deep purple light humming in from the other side.

"Perfect, now we just need that shipment of... Whah? Where..."

She trotted toward the little opening, slipping inside, through the little wall. Kyliee held her hand to her mouth. This was some kind of advanced technology, serious stuff. Were the owners aliens? From the future? It seemed too ridiculous, but this clearly seemed to be some kind of science-y portal. It was unreal, but she had no idea if she'd ever get this kind of opportunity again. She glanced left and right into the room, then dashed from the slit in the tent to the neat slice in her reality.

-

When she entered onto the other side, the room seemed to kind of... Move slightly, in ways she couldn't quite place, like it was floating in mid-air... or space. She pointed the little camera phone left and right, picking up small, recessed lights, glowing panels in the walls and small noises of things working, ever working. Her stomach sank a little as she tilted the phone toward a little plateau in the center of the room, surrounded on either side by a set of openings. What lay outside hurt her eyes, she simply focused on what seemed to be a desk, a high screen stretching over the strange not-metal that composed everything around her. The little girl in gray was standing to one side of it, pushing up her little black glasses and grinning at her, teeth seeming long and sharp all the sudden. The screen played the little show in the tent, overlays streaming data faster than she could keep track of it all.

The voice was soft, almost sweet, but it carried something, like a small slice on a vital organ: "Beautiful isn't it? The show. There are at least a few thousand people, staring at the impossible and simply smiling."

Kyliee felt her mouth working, tongue trying to find some kind of response while her brain was still catching up.

"Except it's not just a few thousand. There are tens of millions watching similar shows at this very moment, their attentions hanging utterly on the connection of two beautiful machines."

The high backed chair turned. Seated in it was a woman... Maybe. She was utterly white furred, her eyes a deep, almost throbbing red. She had a small, pinkish nose and small whiskers that bounced whenever her mouth moved. She wore midnight black, seeming to fade into her chair slightly but for her fingers, claws casually displayed as she drew them behind her head. In a soft klump her legs landed on the desk, tilting her slightly to the right, her thick, high platform boots. Her tail lashed into view along with her fangs. She held Kyliee in her gaze as she might a raw steak at the supermarket.

"Gray?"

The little girl spoke up. "Yes miss Lilith?"

"Who is this?"

"This is Kyliee."

"It is, isn't it gray? And what is Kyliee doing here?"

"She's looking for her friends, and her friends friends, and their friends friends."

"Mmhmm, that's right isn't it gray? And it would certainly be rude not to show Kyliee to her friends wouldn't it?"

"But she's already seen them miss Lilith!"

"Yes, she has, but she probably doesn't recognize them so easily anymore, things are so confusing on that little world of hers it's a wonder she can keep her own name straight."

The feline's ears twitched softly as the screen flicked behind her. One half was zoomed onto a little spinning alicorn with impressive, transparent lines fanning out from its carousel in almost all directions, the other onto a small earth pony doll, purple with a pair of small, red glasses. The feline's arms pointed onto either side of the screen in a long, sweeping gesture.

"The one on your right is the creature you used to call Deon, though I believe she's going by Solstice now, an impressive little bundle of magic without whom none of this would be possible. I simply adore her."

The feline then tilted softly to the other side.

"And the one on your left is what remains of the creature you used to call Alex, a-kay-a Alexandria. There's nothing particularly impressive about her I suppose... Other than that she's this reality's version of me. She's got quite the little laundry list of tidbits she probably doesn't know about herself and probably never will, but I assure you she's most happy."

"Why's that miss Lilith?"

The feline turned her gaze to the little gray girl. "Well, because I would be." She then tilted her head back and gave out a high, honeyed laugh, as though telling a joke.

Kyliee shivered a little, her voice small. "Y-you... Why? Why would you do this? Even to yourself? Why?"

Her head tilted from Gray toward Kyliee, her short muzzle stretching into a fang filled grin.

"We-ell, I do have a few excuses I could give you: I am literally dominating your silly little globalized culture with the iconography of a cartoon meant for children, my Aeon corporation is_being paid handsomely by someone from a dimensional neighbor of this adorable little planet to shape it this way, I could even say that I'm _bettering your own personal little mud ball by making them healthier, happier, and more complacent than they'd ever been before."

She sprung up from the chair. Even though she was across the rather large room from Kyliee, she took a step back as the cat woman leaned down toward her, over her, tail lashing behind her like a bullwhip and a nearly manic look in her eyes.

"But those would be lies, and as much as I do make use of lies on occasion, why hide it? I'm doing this because I can. Corrupting your little world into a pony filled paradise is easy_and I _love every second of that."

The woman took a step off of the desk. She couldn't have been more than five feet tall, but Kyliee shrank under her gaze the color of the blood thudding through her veins. Her paw felt warm when it gripped Kyliee under the chin and tilted her wincing face slightly to the right, then the left. Kyliee shivered as Lilith gave her a soft pat on the head.

"I think she's a candidate. Take her to the null facility, see what becomes of her."

Gray gripped her hand and dragged Kyliee back to the portal. The girl struggled and tugged against the grip on her arm, but only managed to budge against her captor as she typed in some new co-ordinates. In a moment the pair of them blinked through the little tear.

The albino cat blinked, stretched softly and turned on her heel.

"Back to the show."

The screen flickered as the gryphon and pony took a bow.

"No, the global."

She smiled as the screen flickered to a map, several small pink dots and lines crossing North America, more starting to blink into existence in mainland Europe and fanning out from the southern tip of Africa. A little ETA marker in the top right kept ticking down, by the year's end Carnivalvilles would be the norm rather than the exception, the industry and the government, the religion and the education, a little pony utopia.

"Per-rfect, and how is my new null?"

The screen blinked to a tube, Kyliee pressing her hands against the inside. In a moment the tube filled with a blue-grey liquid, her form seeming to drift inside for a moment before there was a flash. Lilith looked on placidly as the second display lit up, showing flashes of decades of conditioning and training accomplished in moments. The girl's form was tightening into seams, flowing into familiar, smooth, semi-organic shapes as Lilith noticed her will finally breaking, pictures of her own face replacing loved ones and family, her calm voice repeating instructions and watching them being carried out a little faster each time. She would feel only gentle eruptions of pleasure over the dilated time as her mouth sealed, her eyes disappearing, pushing softly into a smooth, boxy shape. Her chest would only give the hint of femininity, smooth orbs that flowed into her hips. Her hair was gone, her groin simply home to smooth, pale not-flesh and black seams from her thighs. Her feet were slightly raised, as though on her combined toes, themselves black, almost like hooves. The other screen went into a pale vision of herself, gently holding the null's chin and stroking it along the jawline, as Lilith had seen many times before.

"O-oh, how exotic."

As the liquid drained from the tank, the portal opened behind her. She was used to a small delay from her feeds, but it hardly surprised her when she heard the almost violent kangs of hard not-boots on not-metal. She could almost feel the blank figure behind her as it came to a halt, seeming for all the world to be composed of pure, hard muscled precision. It stood at least a foot over Lilith's own height, probably even taller.

Lilith turned from the screen, observing her new null at rest. It stood stock still, as though it might tip over from a breeze, but she knew better. She also noted it had a soft mane of black 'hair' similar to cables.

"Hmmm, you look a little like a pony, the nullplague must have drifted a little with you."

The figure had no eyes to blink, no mouth to express, no expressions to give. It didn't move without her say, it knew not to. Lilith's claws extended as she closed very softly around the blank creature's throat. It didn't move it's arms nor legs, didn't flinch, simply raised it's head slightly to allow her easier access.

Lilith smiled, the most pure and tender that might have ever graced her muzzle. "Beautiful."

She relaxed her paw, allowing it to slide along the creature's shoulder, claws retracted as she leaned up to slowly rub her nose against the smooth shape of its 'jawline.' The null lowered its head slightly to let her. She guided one of its hands to her head and down her neck, to her back. She began to purr as it repeated the action, her tail flickering as it continued.

"Good null, very good, carry your miss to her chambers, hmm?"

The null gently ducked and grasped the feline's booted paw, lifting her gingerly into its arms, almost above its own smooth head. She giggled as it stepped toward the portal, tapping in a few more coordinates on its keypad.

"Gray, I leave the task of completing our domination to you, do not disappoint."

"Of course miss Lilith! Easy as pie!"

In a moment another portal opened, a few featureless shapes seeming to mill about a large, cushioned structure. Lilith purred again as the white thing stepped through, her tail the last thing to slip inside as the portal's glow winked out.

-

Gray's task was more than simple enough. Governments became subservient to the whims of the carnival owners as they slowly disappeared. Shows were on twenty four hours seven days a week. There was no individual notion, the world accepted friendship and harmony, ponies and entertainment, it's population slowly dwindling as it was converted into more carnival resources. When the final human converted into pony memorabilia and rides, there was still celebration, as the portals were erected and made part of the reality. The first carnivalville fair-world opened its doors to all inter-dimensional tourists almost a year to the day that Deon became Princess Solstice. It was a resounding success for Aeon Corp., more profits and influence on other planets than expected in nearly every margin.

Of course there were a few complaints: limited theme, very inefficient uses of space in the empty cities, and of course, the missing persons. But success rode on brass hooves, slowly spinning on and on and on.