Pinkie Pie walked through the School of Friendship. Gleefully waving to the students as she passed. It made her day seeing everyone so happy. No matter what happened, friendship was around them.

"Pinkie just the pony I want to see," Twilight Sparkle said walking briskly to Pinkie.

"Hey, Twilight what's up?" Pinkie asked bouncing a little.

"Well you see there's a small problem with,"

"Oh, no did I forget to give somepony a slice of cake in my sharing lesson yesterday?" Pinkie said in a panic. "Don't worry Twilight I'll grab them a slice as fast as I can!"

"No Pinkie you're fine," Twilight said with a small laugh. "The problem is with a new student. His name is Caramel Swirl. He's been here a few weeks but he hasn't made a single friend."

"Oh he's probably just shy," Pinkie said hopefully.

"I hope so too," Twilight said turning around. "Come on I'll introduce you."

Twilight led Pinkie to the school's library. Pinkie could see many students reading books, study, some even simply talking with each other. It made her smile. Twilight led her to a small corner apart from everypony else. There was a young earth pony sitting there. All alone seemingly lost in a book. His body was light blue with a brown curly mane and tail that each had a white streak in them. He also didn't have a cutie mark yet, which Pinkie saw no problem with.

"Caramel," Twilight said causing the little colt to up from his book. "This is Professor Pinkie Pie and she's here to help you make friends.

"Hi Caramel you can call me Pinkie," Pinkie said as she sat down and Twilight left. "So what to you want in a friend?"

"Are we friends?" he asked softly.

"You bet we are!" Pinkie cheered.

"Then isn't your job already done?" Caramel looked back at his book.

"But you know what's better than one friend?" Pinkie responded before Caramel could answer. "Two friends."

"Another friend would be nice." Caramel looked down. "But no one will like me."

"That's not true silly," Pinkie looked out at the students. "There are plenty of students in this school just waiting to be your friend. And I'm going to help you make all of them."


"Good afternoon every creature," Pinkie greeted as she walked into class. Caramel following behind her. Pinkie gestured to an empty desk which he sat at. "Today we're gonna talk about baking!"

"Oh-oh!" Yona said waving her hoof in the air. "Will get to share what we bake?"

"Yes Yona," Pinkie walked over to a chalkboard. "Spending time with some creature is actually similar to sharing as you giving your time to them. Now today we will be making cupcakes! Behind you there are ovens. You will spilt up into teams of two. However, today you have to work with some creature you have worked it or don't now that well."

The class started talking excitedly as they paired up. Caramel Swirl sitting next to Gallus. Pinkie went through the assignment and everyone got started. As the lesson went on Pinkie walked around helping students.

"Caramel why are you all by yourself?" pinkie asked after a few minutes.

Caramel looked over to the empty seat next to him. "I don't know."

"Gallus!" Pinkie yelled turning around to see Gallus at a station with Silverstream and a female earth unicorn. "Why did you leave your partner?"

"Because we hadn't started anything yet and I got bored," Gallus complained. Pinkie walked over to the table and saw there was nothing on it.

"Where are all the supplies?" Pinkie asked.

"I was, reading over the instructions first," Caramel said sheepishly. "I wanted to make sure I got it right."

"Did you say anything to Gallus about that?"

"No," Caramel said looking down.

"Hmm maybe baking isn't the best for him," Pinkie thought to herself. "But that doesn't mean we can't try."


"Okay," Pinkie said leading Caramel out to the field behind the school. "Our first attempt didn't go as planned but I got a new idea."

"What is it?" Caramel asked looking around.

"Easy we start a game and others will join us!" Pinkie said excitedly pulling out a jump rope.

"Will it work?" Caramel asked looking around. He could see some other kids playing with each other.

"Of course it will," Pinkie started to tie the rope to a tree. She walked to the other end and started spinning it a bit. "Okay hop on in."

Caramel looked around a bit before sheepishly jumping in. At first, he kept tripping over the rope. Falling on his face a few times. Each time Pinkie stopped and helped him get back up to his feet.

"Professor Pinkie can we play?" a filly asked as a group of them walked up to Pinkie and Caramel.

"Of course you can," Pinkie said stepping away. She gestured to Caramel.

"Come on," one said running to the rope. "Let's play."

The fillies started playing with the jump rope. Each taking turns spinning and jumping. With one or sitting out and cheering on. Caramel backed off and sat next to the tree. He sighed a little.

"Do you want to join us?" Caramel looked up. A unicorn filly, a little younger than him was standing next to him. She was purple with a lighter purple curly mane.

Caramel looked over at the others playing. "I'm alright but thank you."

Slowly he walked away. Turning away he saw the filly run back towards his friends. He could also see Pinkie happily watching the others play with each other. He started walking away.

"Caramel," Pinkie said running back up to him. "Aren't you gonna play with them?"

"No I don't think they want me over there," Caramel said still looking at the fillies.

"How do you know that?" Pinkie asked. She thought about it for a moment. "Maybe we should start smaller."


"Where are we going?" Caramel asked as Pinkie led him away from the School of Friendship.

"Somewhere fun," Pinkie said with a bit of singing in her voice.

Caramel stayed a few steps behind Pinkie. As they walked Pinkie waved to many ponies walking by. Caramel was so confused. How could one pony be friends with this many? It seemed like Professor Pinkie more friends than he could count. Was this normal? Would he be able to have this many friends? He shuttered a little. The one thing that seemed more impossible than Professor Pinkie having this many friends was him having that many friends.

"Here we are!" Pinkie cheered, stretching out one of her hooves. Caramel looked around. It looked like they at some giant zoo. There so many animals. Many he had never seen in real life before. Slowly he walked closer.

"What is this place?" he asked still staring in awe.

"This is Sweet Feather Sanctuary," Pinkie said happily bouncing a little in place. "It's run by Professor Fluttershy. When not teaching, she takes care of the animals that live here."

"Wow, but I don't see what this has to do with making friends."

"Well, you've been struggling with making friends with other ponies so I thought why not try animals?"

"I guess it could work," Caramel said walking into the sanctuary. He found a quiet spot by the waterfall. He sat there silently. Nearby he could see a little grey rabbit. After a few seconds, it stared at him.

"Um, hello," Caramel said quietly. The rabbit tilted its head a little. Caramel stretched out his hoof. Slowly the rabbit hopped its way over. Sniffing Caramel's hoof when it got close enough. It smiled and rubbed its head against his hoof. Slowly Caramel started petting the rabbit. After a bit the rabbit started tapping his foot in joy. Caramel smiled.

"You're really cute," Caramel said with a laugh. A few moments later he heard some quacks. Turning his head he saw a family of ducks swim towards him. They walked towards him and sat near him. Caramel used his free hoof to pet them as well.

"Pinkie it seems your student is getting along with the animals," Fluttershy said sweetly watching Caramel beginning to play with all the animals.

"I know that would be good for him," Pinkie beamed as Caramel fell over. She could hear him laughing as some animals started crawling over him. Pinkie laughed a little before spotting a young unicorn filly out of the corner of her eye. "Wait isn't that Lavender Feilds from the school?"

"Oh yes, she recently earned her Cutie Mark in one of my animal care lessons. So I've been letting her help out here. She's a great help," Fluttershy explained. Pinkie watched as Lavender looked over at Caramel. She started walking over to him.

"This perfect," Pinkie thought to herself as Lavender kept walking. "Now Caramel can make a pony friend too."

"Hey, you're the boy from the jump rope yesterday." Caramel looked up and saw the young unicorn who had asked him to play. "I didn't know you like to come here."

Caramel stared at her. Silently. She just stood staring at him. She didn't move at all.

"Is something wrong?" She asked taking a few steps back.

"Nothing's wrong!" Caramel shouted causing the filly to once again look at him confused. Before she could say anything else Caramel ran away. Leaving the filly alone and confused.

"Caramel wait!" Pinkie said starting to follow him.

"It's no use Professor Pinkie," Caramel said with tears in his eyes. "I can't make friends."


"I don't know what I did wrong!" Pinkie cried collapsing on the floor. "I failed him."

"So you tried helping a student make friends and he hasn't been able to make any?" Starlight asked. Summing up what Pinkie just told her.

"Yes no matter what I do He hasn't made a friend." Pinkie laid her head on Starlight's desk.

"Well have you considered you considered why he thinks he can't make friends?" Starlight asked after thinking about it for a moment.

"Well no," Pinkie paused. "All I know about him is he likes reading."

"Maybe Caramel feels uncomfortable with what you two have been doing," Starlight suggested with a shrug.

"How can that be we tried baking, jump rope, and playing with animals. Ponies like doing that stuff."

"From what I can gather it could be possible that Caramel isn't making friends well because he doesn't like doing that stuff."

"He liked playing with animals." Pinkie smiled.

"Well, maybe you can find something he really likes to do and."

"You're right!" Pinkie said jumping on Starlight's desk before she could say anything else. She started to run out of the room. "I got to go find him. Thanks, Starlight."

"Um you're welcome," Starlight said, albeit a bit confused.


Caramel sat in the library. In the same spot he always did. Looking up he couldn't help but look at the other creatures hanging out. He held back a few tears and forced himself to keep staring at his book. Reading at a much slower pace than he normally did. He couldn't help but think of what it would be like to have a friend. But that could never happen.

"Hey is that Chronicles of a Seapony?" Caramel looked up and saw the same filly from the jump rope and the sanctuary. Caramel slowly nodded. "That's my favorite book series."

"Really?" Caramel said still quietly.

"Yeah," the filly sat across from him. "When the Search for the Gold Pearl came out last month my parents had to tell to go to bed and eat because I wouldn't put it down."

Caramel laughed a little. "I'm still on The Last Wish of Kelpworn but I'm really enjoying the series."

"Oh, The Last Wish of Kelpworn is my favorite book in the series!" The filly's eyes went up. "I think that's where the series went from good to great. Oh, who's your favorite character?"

"Um, probably Elegant Waves. I like how she able to keep a positive attitude even in the direst of situations.

"Me too," the filly leaned closer to him for a second before falling back with a smile. "I'm Lavender Feilds. What's your name?"

"It's Caramel Swirl," he said quietly hold the book close to him. Lilac smiled at him.

"Caramel there you are," Pinkie said walking over to the two. She looked over. "Oh hi, Lavender."

"Hi Professor," Lavender said with a smile. "Caramel and I were talking about one of my favorite book series."

"Really?"

"Yeah," Caramel said looking at the books in his hands. 'I'm not as far in as she is but it's nice to talk to someone about it."

"Oh well that's great," Pinkie said with a smile. She turned around. "I'll leave you, two friends, alone."

Caramel's face lightened up with those words. Pinkie sat at a nearby table. She watched as the two of them keep talking to each other. With each second Caramel's face brightened up. Even placing his book off to the side. After a while, the lunch bell rang. Lavender stood up and gestured for Caramel to follow her. They started to leave the library where some other students met up with them. Lavender introduced Caramel to every creature before the group headed off.

"I'm proud of him," Pinkie said with a smile.