Everyone in Rainbow Land was so excited - a carnival was coming to town!

"Oh, boy, Champ!" shouted Buddy Blue to his sprite. "Tomorrow the carnival will be here, and I can't wait to ride the circus train!"

"I want to see the magic show," Patty O'Green told Lucky sprite. "Maybe I can learn a few new tricks."

"I'll be the first to go through the haunted house," bragged Red Butler to Romeo sprite. "Nothing scares me!"

"Oooh...I'm going to eat all the gummy cotton candy my tummy can hold," giggled Canary Yellow to Spark sprite.

All day long the Color Kids chattered excitedly about all the fun they would have the next day. And the furry little sprites grew more and more excited as they listened to all the happy talk. But as evening fell, dark clouds began to form over Rainbow Land. The sky grew grey and dreary, and soon a drenching rainstorm set in.

"Oh no..." Rainbow Brite looked worried. "I'll bet Murky Dismal has concocted an awful storm to ruin our fun tomorrow. With weather like this, the carnival won't bother to stop here at all!"

Both the girl and boy sprites grew quiet and solemn as they watched the sad expressions on the Color Kids' faces. Everyone thought and thought of what might be done to solve the problem. But no one could offer a solution.

"I'm afraid that Murky Dismal has us beat this time," Rainbow Brite told Twink glumly. "The storm is already in full swing, and all we can do now is wait for it to pass."

The disappointed Color Kids went to their rooms for the night as the ugly storm clouds grew heavier and the rain began to pour down in sheets.

All the sprites felt very sad...which is unusual for sprites who are naturally cheerful and carefree. They just couldn't stand to see their friends feeling so miserable.

Then Twink sprite had a marvelous idea...his face lit up with the brightest smile ever as he motioned to all the other sprites to follow him. All the colorful little sprites followed as quickly as they could through the pouring rain. Soon they were all huddled inside the Color Crystal Mine as Twink explained his fantastic idea.

Moments later the mine was a flurry of spritely activity. Spark sprite and Merrily sprite darted about the passageways placing bright yellow lanterns in every nook and cranny.

Lucky and Hammy worked together polishing up the old mine train, which Flutter sprite painted with fanciful pictures of circus animals. Spritzie pitched in to paint the walls of one of the cave rooms with colorful, spooky patterns just like those in a real haunted house at a carnival. Twink even volunteered to play the part of a friendly ghost once the house was complete. Dee Lite sprite went to work spinning layers of sweet, pink cotton candy.

All through the night, the little sprites worked feverishly. By sunrise, they had transformed their little mine into the most fantastic carnival anyone had ever imagined!

Murky Dismal had no idea that even though his rainstorm continued all that day, the sprites and the Color Kids were having the time of their lives inside the mine. Once again the sprites felt happy and carefree, and the Color Kids were all smiles and laughter.

Rainbow Brite hugged each of the sprites and said merrily, "This just goes to show that no matter how grey things get, you can always make your own happiness, and color your own world."

The Color Kids shouted, "Hooray!" and the sprites bounced up and down in agreement. It was a special day in Rainbow Land.