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When Charlotte Flynn and her family move into the Michigan woods, she discovers an antique carousel. This is no mere machine, however: the horses are filled with ancient, primal magic. With the help of Black, the young carousel caretaker, Charlotte must protect the horses from those who seek their power to control the world.

Charlotte Flynn is on a mission. Betrayed by both Penumbra and her Uncle Baron, Charlotte is seeking the missing Flying Ponies in the hopes of uniting them against their wayward leader. Joined by Dreadful, a crazy cavalry horse; Black, her new boyfriend; and her family and friends, she plans to find the missing carousel horses before Penumbra and Baron do.But the hunt won't be easy. An old friend of Black's shows up, with intentions that might not be as honorable as she says. The Tyranny holds some of the Flying Ponies in their possession - and they're not givnig them up. Penumbra, determined to have all the carousel horses to himself, will stop at nothing to defeat Charlotte and Dreadful. And if that isn't enough, Charlotte discovers she, like her traitorous uncle, has magic flowing throug her. Determined to bring the Flying Ponies back together no matter the cost, the sixteen-year-old may end up paying the ultimate price.