Twilight glanced at his watch. He was making slower time than anticipated, as Pippi was still clinging to his ankle. He didn't want to be late and miss Applejack's arrival.

"Please! Please! Puh-leeeeze?" Pippi whined.

Twilight shook his leg, but his friend had a firm grip. He sighed and kept walking.

"PLEASE! Oh, please tell me! Please! Please?" Pippi begged. "Oh, please you gotta tell me! Tell me! Tell me! Tell me! . . . PLEASE!?"

"Okay, Patrick! Here we are!" Twilight finally announced. "One surprise coming up!"

The girl gazed out across the seascape and gasped. His mouth dropped open and he jumped for joy!

"You got me a carnival!?" Pippi cried happily as he raced through the entrance. "A carnival for me?"

"No, not a carnival, I mean, not exactly. . . ." Twilight said, trying to explain. But Pippi wasn't listening.

"Mine! Mine! Mine!" Pippi yelled, glowering at the other Cartenlot City residents enjoying the attractions. "All right! Everybody out! This is my carnival!"

Twilight tapped Pippi on the shoulder. "It's not your carnival."

Pippi sagged. "Oh," he said.

Twilight dug into a pocket of his pants and took out twenty-five cents. "Here," he said, handing the coin to Pippi. "Why don't you take this quarter and—"

"Oh, my gosh ... a QUARTER!" Pippi cried as he snatched the money from Twilight's outstretched hand. "I've always wanted a quarter!"

Twilight slapped his soggy forehead. "It's not the quarter," he replied.

"It looks like a quarter."

"It is a quarter, but that's not the surprise,". Twilight explained.

"Oh," Pippi said. "Sorry."

"What I want you to do is take that quarter and buy some cotton candy," Twilight said, pointing to a small display cart on wheels. "And then—"

"COTTON CANDY! I can't believe it!" Pippi said, running toward the candy salesman with a wild-eyed look. "Gimme that cart! I'm claiming what is mine!"

The poor salesman ran for his life as Pippi chased him down the boardwalk.

Twilight giggled. Pippi was going to be thrilled when Applejack arrived with his surprise!

"Help! Get away! Help me!" the salesman yelled.

"Cotton candy! Gimme!" Pippi replied.

A burst of static erupted from Twilight's back pocket. He took out his shell-phone and pressed a button.

"Applejack to Twilight . . . come in, Twilight!" Applejack's voice crackled from the shell's speaker.

"Twilight here."

Onboard the chocolate valentine balloon, Applejack looked out across the park and spied the blinking lights and colorful flags of the carnival.

"I've got a visual on the carnival," she said. "You want me to bring 'er in?"

Twilight grinned. "Not yet, Applejack. Patrick's still trying to guess what his valentine is!"

Back in the gondola of the balloon, Applejack snickered. "You are such a kidder! Sandy over and out!"

She reached over and adjusted one of the guidelines, letting the chocolate balloon float in place.

Suddenly, she heard a chattering sound!

"Oh, no!" she gasped. A swarm of chomping shellfish was diving straight for the balloon! "Scallops!"

The situation got even worse.

As they got closer, Sandy recognized this particular breed of shellfish. "Chocolate-eatin scallops!"

Tired of chasing the cotton candy cart, Pippi paused in front of Twilight. "So, that wasn't my valentine?"

"Nope!" Twilight said.

"Then, what? What is it?" Pippi demanded. "I CANT TAKE THIS WAITING!"

"You'll have to guess," Twilight said with a chuckle.

Pippi ran over and pointed at the "Read Your Fin" fortune-telling tent. "This tent?" he asked.

"Wrong!" Twilight said. "You gotta try harder than that!"

Pippi grabbed a very surprised dog by the collar. "This guy?" he asked.

"Sorry, no!" Twilight said, struggling not to laugh.

Disgusted, Pippi hurled the sea bass away like a javelin and snatched a hotdog from one of the two hands of an Rarity.

"Hey! That's my lunch!" Rarity complained.

"How about this hotdog?" Pippi demanded.

"Tee-hee!" Twilight laughed. "Is that your final answer?"

Pippi pondered for a few seconds. "Yes," he said.

"No!" Twilight replied.

Pippi shoved the hotdog into the owner's mouth and raced over to the Valentine's Day science booth. Hunching over a microscope, he peered into the eyepiece and spotted a swimming creature invisible to the naked eye.

"This Paramecium?" Pippi demanded.

Twilight held firm. "Sorry, no."

Pippi skidded to a stop and placed a friendly arm around Twilight's shoulders. "Heh, heh, heh. You're a sly one," he said with a crazed gleam in his eyes.

Then, the gleam brightened.

Pippi had an idea!

"If I can't find it here at the carnival, then it must be outside on top of . . . Mount Climb-Up-And-Fall-Off!" Pippi cried, racing out of the exit toward the nearby mountain range.

Twilight watched his friend grow smaller and smaller in the distance. Pippi ran to the top of the mountain and leaped off with a cry of "AAAAIIIEEE!"

There was a faint thud when he landed.

The fall didn't even slow the starfish down. He ran back to Twilight.

"The valentine ... it wasn't there . . . either'' Pippi gasped, trying to catch his breath.

Twilight's eyes narrowed. "Are you sure?" he asked.

Pippi considered this.

"Dahhh!" he yelled, then turned and ran all the way back to the mountain!

As Twilight watched Pippi repeatedly climb up and fall off the tip of Mount Climb-Up-And-Fall-Off, his shell-phone chirped.

"Hello?"

"Applejack to Twilight!"

"Roger, Applejack!" Twilight said. "You can bring the balloon in now!"

"Um, no can do, Twilight," Applejack replied.

Back at the heart-shaped balloon, the cowgirl was using all her kung fu fighting skills to hold the swarm of scallops at bay!

"Why not?" Twilight asked.

"We've got ourselves a little problem," Applejack replied, swinging out with a side kick to knock away a hungry girl. "Hi-yah! I got a pack of chocolate-eatiri scallops trying to rustle the balloon!"

Twilight listened in horror. He could hear Applejack grunting with exertion as she battled the attacking scallops!

"Git away, ya sweet-toothed varmints!" she cried. "Hi-yah! Twilight, I'm gonna be a little late for the shindig!"

Twilight's entire body sagged in his clothes. "Late?" he said worriedly. "But what about—"

"AAAIIIEEE!" Pippi screamed, plunging once more from the top of Mount Climb-Up-And-Fall-Off.

"Pippi?" Twilight finished in a hushed voice.

"Take him up on the Ferris wheel like you planned and I'll meet you there—I hope! Applejack over and out!"

Twilight put away the phone. What was he going to do? If Pippi didn't get his valentine, there was no telling what he might do.

"I'm pretty sure it isn't up there," Pippi announced with a wheeze.

"Gahh!" Twilight cried in surprise. He hadn't heard his friend come back.

Pippi was a mess. The girl's new dress was dirty, his hands were scuffed from the repeated dives, and his face was weary.

"Where ... is it?" Pippi pleaded, gasping for breath. "Where ... is ... my ... valentine?"

Twilight winced, crossed his fingers for luck, and said, "Actually, it's on the, um, Ferris wheel."

"FERRIS WHEEL!" Pippi bellowed, grabbing Twilight by the hand and pulling him toward the brightly lit attraction.

Luckily, there wasn't a line and Twilight was able to buy two tickets for the ride. Pippi was entranced as the wheel slowly started to turn. He kept repeating over and over in a whisper, "Ferris wheel, Ferris wheel, Ferris wheel."

As they rose higher and higher, Twilight looked around anxiously for Applejack and the chocolate valentine balloon. Unfortunately, he saw nothing but wholw world.

The wheel rotated to a stop. Pippi & Twilight were now in the tip-top Ferris wheel car, the highest spot in the carnival.

Pippi turned to Twilight. "I'm ready!" he said with a big smile. "I'm ready for the neatest valentine present in the whole wide world!"

"Well, this is where you're gonna get it," Twilight replied, pointing directly ahead into the mountains beyond the carnival. "Just keep looking, pal! One present coming right up!"

"Ooooooo!" Pippi said, clapping his hands together with glee. "My valentine is coming!"

While Pippi was distracted, SpongeBob turned away and slipped his phone out of his pants. "Twilight to Applejack," he whispered. "Come in, Applejack! Urgent!"

Back at the balloon, Applejack was in the middle of a terrific brawl! Dozens of chattering scallops were swarming around the two-fisted cowgirl and her rich chocolate valentine!

"Applejack to Twilight, I got my ox in a ditch over here! Hi-yah!" she cried, placing a well-aimed karate chop at the chin of a hungry scallop. "I'm way off course!"

"How far?" Twilight asked. Pippi was growing more and more restless.

"Uh, well, gee Pippi . . . you know how sometimes you plan something special and things just don't work out?" Twilight said nervously.

"No! I don't!" Pippi said, sweat starting to bead on his forehead. He wiped his brow and turned to Pippi. "Holy mackerel! Is it hot up here or what?"

Before Twilight could answer the question, Pippi stood up in the Ferris wheel seat. The car shifted, nearly tossing SpongeBob out from beneath the safety restraint bar.

Pippi ripped off his new dress and threw away the pieces. "Gahhhaa!" he screamed. Scared of falling, Twilight tried to wedge himself into the far corner of the Ferris wheel seat.

Pippi began to jump up and down, chanting, "Valentine! Valentine! Valentine!"

From the base of the mighty Ferris wheel to the highest point where Twilight and Pippi were perched, the entire carnival ride began to squeak and moan.

Twilight's body flapped like a flag in the breeze as he hung on to the safety bar.

"Yaaaaaaah!" he screamed! "Pippi, stop!"

Pippi shook the Ferris wheel even harder. "Val-en-tine! Val-en-tine! Val-en-tine!" he chanted.

"Wait, Pippi, hold it!" Twilight cried in sheer terror. He freed one of his hands and waved it at his rampaging pal. "Here it is! I've got your valentine present!"

Pippi froze and turned to look at Twilight.

Twilight smiled, waggling his fingers. "Eh, hah-ha-ha-ha!" he tittered.

Pippi sat down, and the Ferris wheel stopped shaking. The girl furrowed his brow and peered at Twilight's outstretched hand.

"What's that?" he asked.

"A handshake!" Twilight said in his best salesmanlike pitch. "A friendly handshake!"

One of Pippi's eyes twitched as he slumped in his seat. He took a deep breath, and then said in a calm voice. "A handshake? That's the big gift? You got me a HANDSHAKE?"

Twilight reached over and grabbed Pippi's hand and shook it vigorously. "Not just any ordinary ol' handshake! A friendly handshake! Happy Valentine's Day!"

As if on cue, the Ferris wheel clanked, and began to lower them to the ground.

Pippi looked at his hand. He didn't say a word, even as his face deflated in disappointment.

Pippi was not happy.

"Come on!" Twilight said, trying to change the subject as he led Pippi down the boardwalk to the next attraction. "There's lots more stuff to see!"

First there was a visit to the Buddy Bounce, where Twilight happily bounced to and fro like a weightless astronaut on the moon. Pippi also bounced, but his gloomy expression didn't change.

Next was the Wild Mollusk Roller Coaster. Twilight and Pippi sat in the front seat and raced around the tracks. Twilight screamed and waved, while Pippi stared at his hand and frowned.

Finally, hoping the sights and sounds of the Tiki Fun House would cheer Pippi up, Twilight led his friend into the hall of mirrors. Twilight giggled as their reflections twisted in comical ways, but Pippi wasn't paying any attention.

Twilight sat down on a bench and sighed. How could he make things up to his disappointed pal?