Album Anatomy: Fun Fun Fun

Wednesday, Februrary 25 2026

Welcome to Album Anatomy, where I walk you through an album I love! I’m no music critic and I really don’t have the vocabulary to describe sound, so this will be \ quite self-reflective, informal, and opinionated. We’re just having fun.

This type of blogpost may or may not be recurring, but it’s something I could easily see myself doing again. After all, four out of my seven existing blog posts are focused on music already.

On this occasion, I’ll be covering Cats Millionaire’s Fun Fun Fun (2013). I’ll start with an overview of the album and my experience with it, before moving into individually covering each track, starting with a contextual summary (where necessary) before sharing my thoughts.

Overview

Cats Millionaire is another alias for Devi McCallion, the woman with, apparently, a hundred aliases. (...Girls Rituals, Mom, Anarchy 99, Yellow Bile, EAT BABIES?...) She’s been one of my favorite musicians for a while, and Fun Fun Fun encapsulates everything that I love most about her work. Particularly, Devi’s droning mumbled vocals, intimate lyrical style, and dull, layered electronica. As an additional source of novelty and nostalgia: the entire album is Ponycore – fan music for My Little Pony: Friendship is Magic. No one actually listening to the lyrics could miss the fact that the songs are about like, Rainbow Dash and Pinkie Pie, it’s not discreet, but I’m still starkly of the belief that Fun Fun Fun stands apart from its source material as a genuinely well developed piece of music. It may be Brony fodder, but there’s no barrier of entry here. I’d recommend it to anyone!

According to my Discord message history, I first listened to the album in April of 2021, not long after, I’m guessing, I was first introduced to Devi through the Black Dresses’ WASTEISOLATION (2018). I was 14 and experiencing a huge revived interest in both My Little Pony and the Brony fandom, and Fun Fun Fun was a perfect companion piece with its angsty, mature analysis of the characters. It stuck with me emotionally as I entered High School, and it remains a favorite album of mine today

Tracks

1. Dragons Aren't Supposed 2 B Cute Right?
★★☆☆☆

Based on the "Dragon Quest" episode of My Little Pony: Friendship is Magic.” (Bandcamp)

After the ponies pay witness to the impressive, once in a generation Dragon Migration, Spike, whom Twilight found as an egg and has lived amongst ponies his whole life, begins to question what it means to be a dragon. “What am I? Where am I from? Who am I supposed to be?” he asks Twilight, dialogue Cats Milly co-opts as the song’s opening lyrics. “Why was I left behind?” She adds on.

This song is a fantastic first track, setting the tone for the rest of the record. It takes a mostly inconsequential social-issues episode, where Spike learns he doesn't fit in with other dragons and starts taking pride in being a “pony”, and creates a moody lament of identity. Like most of the album, there is an added tone of loathing and shame: “Am I some sort of komodo dragon / That these stupid ponies stole?” While it would be grossly out of place in the actual show, I appreciate the degree of adolescent edge Cats Milly brings to Spike’s character. Before the last repetition of the chorus, the lyrics conclude: “I'm sorry but I've made up my mind / I know Twilight has a spell to write / Her own letters” Spike knows he’s not cut out to be a “real” dragon, but at the same time feels redundant and unwanted in Ponyville. As a pony-raised dragon, there’s no real place for him.

The song itself isn’t my favorite. While I enjoy the concept, I just find its sound underwhelming. One highlight is the instrumental interim between the chorus and last verse; it's particularly reminiscent of other Ponycore songs of the era.

2. Yellow Horse
★★★★★

“Discord wants to do better and be a proper friend to Fluttershy but he also kind of sucks at it. Based on the "Keep Calm and Flutter On" episode of My Little Pony: Friendship is Magic.” (Bandcamp)

At the order of Princess Celestia, the ponies must release and reform Discord, the antagonistic embodiment of chaos. Fluttershy in particular is entrusted with the responsibility, and even goes so far as to host him in her own home. Through his difficulty and manipulations, she does her best to show him true kindness and hospitality, eventually earning his genuine friendship

In the 20 minute episode, Discord’s change of heart is pretty sudden; brought on by the sad realization that if he doesn’t change his behavior, he’d lose his first and only friend. Cats Millionaire takes this a step further, creating a Discord who cherishes Fluttershy’s kindness from the start, but struggles to express himself in an acceptable way. Her lyrics specifically evoke a scene in the episode, in which Discord uses his magic to make Fluttershy’s cottage spin and float, and turns it into an embodiment of his confused self-expression: “I'm dizzy / But still warm in the heart of the cottage / As it spins above the oak trees”

This is my absolute favorite song off the album. I’ve never cared much for Discord as a character, but Yellow Horse is written so poetically, I can’t help but resonate with this version of him; ashamed and self-aware but ultimately helpless towards his own actions. Discord is never vulnerable in the show, responding to everything with jokes, apathy, and cruelty, but this song lets us see past his constructed veneer of disharmony, right into his loneliness. Additionally, it just sounds so good! The song is busy, a pathetic drum machine beating incessantly, contrasted by a hallowing piano loop. It’s engaging and urgent, but still manages to be soft.

3. Fun Fun Fun ft. SoGreatAndPowerful
★★★☆☆

“Based on the "Too Many Pinkie Pies" episode of My Little Pony: Friendship is Magic.” (Bandcamp)

Pinkie Pie, torn about how to spend her time when extended multiple invitations for the same afternoon, uses a magical pond to clone herself. The plan spirals out of control as the clones exponentially increase and begin to run amok, notably chanting “FUN, FUN, FUN!” The original Pinkie Pie finds, horrified, that all of her friends are being hassled by the mob she can no longer control. Twilight finds a spell to send the clones back to the pond, but both Pinkie and her friends are unable to distinguish her from the crowd. In a plan devised by Twilight, the original Pinkie is recovered when she’s proven able to watch paint dry the longest, fueled by a determination to be reunited with her friends

Cats Millionaire, using a ballad-like narration style, identifies a body horror inherent to this scenario which, looking back, feels should be obvious. The dissonance of watching herself do terrible things – “She found it odd / To see them move / The copies of her own body / Outside of her influence” – serves as an apt metaphor for the same kind of self-loathing and regretful helplessness expressed in Yellow Horse. “Some simply repeated “fun” / Others said “you’re a pain to your friends"

It’s the title track for a reason; While Dragons sets the tone, I think Fun Fun Fun most embodies the album’s mission. I love this song. It was initially one of the songs I appreciated the least, but it ended up being the first where I really listened to the lyrics and began to appreciate the type of reinterpretation Cats Milly was doing. It’s brilliant how she identifies the horror in this episode and develops the emotional impact of Pinkie’s dilemma. The instrumental is heavy, nearly industrial at times, while cleverly using multiple voices; Cats Milly’s narration, as well as the feature, SGAP’s, wistful questioning

4. Rarity Fighting a Giant Crab
★★☆☆☆

“A story of creepy & unrequited love between a giant aquatic crustacean and a tiny beautiful unicorn” (YouTube)

There’s not too much I can say about this song. Apparently in the fandom, there was a meme where multiple people would draw Rarity fighting a Giant Crab. This is a love song from the perspective of the crab. It stands out, given the album puts forth no effort to pander specifically to fandom content before or after this, but whatever. It’s inherently a brony work, so I can’t get too worked up over it.

I don’t know if the crab’s romantic feelings towards Rarity was a common aspect of the meme, or if it's solely a creative flourish by Cats Milly, but I do appreciate the crab’s unconditional expression of love as he waxes poetic about their hypothetical married life together. He even vows to “Observe and encourage her as she sews her stitches”, which is quite lovely. The song ends with a stewing acceptance of being pummeled by her, claiming he doesn’t care, because: “My life was swimming worthless right until you came along”. It’s pretty fun.

5. Princess Breath
★★★☆☆

“Princess Luna is insecure and bitter about Twilight's princesshood. Based on the "Magical Mystery Cure" episode of My Little Pony: Friendship is Magic.” (Bandcamp)

Twilight casts an incomplete spell written by the great unicorn Starswirl the Bearded, unknowingly altering the elements of harmony and therefore switching her friend’s cutiemarks, throwing their destinies out of line. When Twilight directs them back onto the right path and is able to complete the spell, Princess Celestia rewards her by adorning her the Princess of Friendship, a title that comes with the transformation from unicorn to alicorn

This is the most transformative of the tracklist so far, taking an episode which barely features Princess Luna, and drawing out new, implicit feelings to be examined. It’s not surprising, given her other original Ponycore album, I’m So Sorry (2012), centers Luna exclusively, but I think it’s such a clever way to examine the character. The song is messy, the acoustic guitar feeling almost discordant against the overwhelmingly repetitive backing track; compared to the later Princess Breath Refrain, it feels like a demo. The sound well resembles Luna’s messy, irrational bitterness, opening with a sarcastic request: “Please put some new wings and horns on whoever”, Luna is putting Twilight down, reducing her to a “whoever”, but the listener is instantly understanding that the pettiness is not really directed at Twilight. Luna was cruelly punished, banished to the moon and neglected by her own older sister, just to be shown-up by Celestia’s new student, mentorship that Luna presumably never got. This bitterness is quickly redirected at both herself and her sister: “I’m not special / I learned that long ago / Thank you Sunshine / For all of your help”

As the song winds down, she ends on a desperate plea: “I need you now / I need you now

6. Other Twilight
★★★★☆

“The mirror-world human Twilight Sparkle that lives "in the city" and has no magic or friends incidentally dreams of her pony counterpart, due to cross-dimensional disruptions. Based on implications from the Equestria Girls movie.” (Bandcamp)

My Little Pony: Equestria Girls sees our pony protagonist Twilight cross over into an alternate dimension where everyone is human. She meets the counterparts of everyone back in Equestria, none of which are friends in this (marketable) High School setting. When Twilight first meets human Pinkie Pie, she’s asked: “Do you have a twin sister who lives in the city, has a pet dog named Spike that looks just like that one?” – the brief implication upon which Cats Millionaire constructs Other Twilight.

The track, narrated in third-person, tells the story of “Other Twilight”, who has dreams of Twilight’s pony life back in Equestria, where she is beloved, welcomed, and “less useless”. Pining to return to the dream world, “She slept for days / Wasted weeks away / Wishing to escape / Just one more time”

I’ve always adored this song for its relatability. O.T. is inherently an idol of projection. Not only is she, like Twilight once, self-isolating and anxious, but as a lonely highschooler seeking escapism in an imagined friendship world, I’m sure a lot of Brony and Pegasister listeners can see themselves in her. Cats Millionaire seems well aware of that, as the song ends on an advisory address to the listener: “You have to build the life / That you’re gonna want to live in / Even if it’s not so easy all the time

The track itself is pretty anxiety-inducing, starting with high, warped writhing before falling into a more pitchy sound, held together by a clap machine drumline. The instrumental feels contradictory to Cats Milly’s restrained, floppy vocals – but all in all, I think it well fosters the surprisingly hopeful tint the song has towards the end, leaving you to imagine O.T. pulling her life together.

Just as a note, I always found it fascinating that this song was released a whole year before SciTwi was teased in the post-credit scene of Equestria Girls: Rainbow Rocks. Super cool!

7. Humans are Terrifying
★★★☆☆

“Based on the Equestria Girls movie.” (Bandcamp)

I found that, after considering the lyrics of Other Twilight, the premise of Equestria Girls becomes a little perverse – watching the accomplished, matured Princess of Friendship gallivanting with O.T. 's to-be friends, setting their destinies in motion before human Twilight even gets her chance. This song, however, serves as an apt reminder that this is nothing Twilight chose to involve herself in – she was chasing after her stolen Element of Harmony, after all.

Humans are Terrifying, as you can imagine, reminds us how exhausting, horrifying and strange the experience of Equestria Girls would be for Twilight. The structure of the song is its main point of intrigue; we hear four fairly repetitive verses from the character’s perspective, each starting with the song’s mantra, before referencing the emotions and problems Twilight must deal with: “Humans are terrifying / I’m too nervous to want to dance / Why do they want to / Humiliate me over the Internet?” The song then lapses into a third-person, rambly, spoken paragraph detailing just how “The whole stressful situation was punctuated by a distinct sort of embarrassment.”

I love this part of the song. It’s so characteristic of Devi, and it brings something unique to the track. It identifies some interesting technical implications that I’ve never heard considered elsewhere: “The feeling of magic withdrawal is kind of like constantly falling…” – Twilight, very freshly an alicorn, would have been newly capable of more magic than she ever had been in her life, and to go through a portal and instantly be morphed into a completely new animal, one of the most crucial systems of her body completely missing? It’s awesome. I love it.

8. Exclusive Royal Canterlot Wedding Playset (2)
★★★★★

“Chrysalis, Queen of the Changelings, reflects on her relationship with Shining Armor. Based on the "A Canterlot Wedding" episodes of My Little Pony: Friendship is Magic and in reference to the Canterlot Wedding playset.” (Bandcamp)

In a two parter episode, Twilight and her friends receive a wedding invite from her older brother, Shining Armor, and his fiance, Princess Cadence. She’s offended that she was first informed through the invite, and increasingly suspicious when the bride-to-be, her childhood foal-sitter, is acting wildly out of character; cold, insincere, and fake – “I… love, love, love it!” – When Twilight loudly confronts everybody about a suspicious scene she witnessed between Cadence and Shining Armor, she is perceived as being difficult and selfish, which angers both her brother and friends. Caught alone, “Cadence” uses her magic to banish Twilight to a dark cavern, where the real Cadence is imprisoned. When they escape, it’s revealed that “Cadence” is in fact Queen Chrysalis, the leader of the changelings, disguised as Cadence and feeding on the love of Shining Armor to gain power – all a part of her plot to feed her hive with the love of Equestria.

“A Canterlot Wedding” was the coolest episode in the show when it aired, and Cats Millionaire brings an interesting spin to this episode by referencing the tie-in Hasbo playset, weaving imagery of the toy into Chrysalis’s manipulation of Shining Armor. She sings through the chaotic thumping music: “I just want to brush your hair / I just want to mirror your mare / I just want to play horsie house with you all day”

The doll imagery is just so deliciously cold, especially when sung in that shouted, harsh tone. It’s all rather villainous until the vocalizing softens, and Chrysalis suddenly disarms, perhaps dropping a veneer, and the doll imagery melts into something more pathetic than threatening: “I wish the hive would go away … I just want to play pretend with you all day / I don’t care if I have to move your little mouth / I’ll make my own fake Shining Armor sounds / I just want to keep you all to myself”

This is a top track for me. While it reveals the soft underbelly of its villain, like Yellow Horse, I enjoy the variation presented by how much Queen Chrysalis venom we get – “I’ll chew you all the way / down” – before seeing something softer. It’s perhaps necessary for how much more of a hardened character Chrysalis is than Discord, but I think it heightens the emotional payoff, and brings an ounce of creepy love-triangle complexity to the episode’s twist.

9. Princess Breath Refrain
★★★★☆

A sort of reprisal of Princess Breath, the tracks share lyrics, but they are certainly not the same song! Where Princess Breath is slow, stilted and shakily acoustic, Princess Breath Refrain is hyperactive (manic even) and mounting. You can imagine Princess Luna stewing in her bitterness, unconsoled and unaddressed, and coming out the other side with a played up “positive” attitude.

“I’m not special” is no longer ashamedly mumbled, it’s now proudly shouted, loud and reverberating. The song no longer tapers off after “I need you now”, it’s quickly stated before the song ends with the chanting of: “I don’t care” – the mask slipped before, but Luna’s guard is back up now.

As a note, I looked up the meaning of “refrain”, and I understand it’s a musical term, but I don’t really understand music. Let me know if you understand its use in the title.

10. Princess Luna’s Glorious Grilled Cheese Sandwiches
★★★☆☆

“Princess Luna is insecure and bitter about Twilight Sparkle's princesshood (AGAIN). Based on the "Magical Mystery Cure" episode of My Little Pony: Friendship is Magic. (Bandcamp)

While musically less than Princess Breath, I enjoy the writing of this song more. It’s tongue-in-cheek, and coming off Refrain, it feels like a full story – she recovered her mask, and this song is more objective and guarded, whilst also being very humanizing. Its’ sound is light, sparkly and childish. Luna is shedding all royal responsibilities and wasting her day: “The day before Princess Twilight’s coronation / The only thing Luna wanted was a long vacation / She couldn't sleep over the hubbub of the preparations / So she spent most of Friday in front of the television” The frilly sound with the absurd amount of food (perhaps ten sandwiches?) suggests Luna may be, in her grief, regressing to a less mature state; the song ends with a reflection: “Turns out going through puberty alone on the moon / Can do some really weird things to you”

11. Blue / Flightcamp
★☆☆☆☆

“Fluttershy wants to be RBD's BFF. Based on the "The Cutie Mark Chronicles" episode of My Little Pony: Friendship is Magic.” (Bandcamp)

The Cutie Mark Crusaders ask each of the Mane 6 about how they got their cutiemark, eventually realizing that each pony got theirs through one linked inciting event: Rainbow Dash’s Double Rainboom.

In Fluttershy’s story, we learn that she was a weak flyer as a filly, and got bullied for her fumbling attempts at summer flightcamp. Rainbow Dash came to her defense, and challenged the bullies to a race.

Blue / Flightcamp creates a sweet yearning in this young, sheepish Fluttershy. Soft, quiet, almost a lullaby, Blue is simple, whispered, and innocent. The song starts with a shallow excuse to talk about Fluttershy’s real intended topic: “Blue / Blue’s a cool color / Lots of cool things are blue … Rainbow Dash is blue too” – suddenly, an explosion, the strumming of the guitar like a speeding heart: “Rainbow Dash is blue / Rainbow Dash is so cool / Rainbow Dash is so cool / I wish she’d be my friend

The track is a stand-out on the electronic album: solely acoustic, working off little more than Cats Milly’s soft vocals and a faint track of birds chirping. It’s very Fluttershy. Though I don’t particularly like the sound the song goes for, it’s certainly effective, and extraordinarily cute.

12. Exclusive Royal Canterlot Wedding Playset
★☆☆☆☆

Why was Exclusive Royal Canterlot Wedding Playset (2) listed first in the album? Like the Princess Breath tracks, this song shares its lyrics with its sister. However, I find this one to be the much lesser version. ERCWP2 has fantastic build-up, structured with inspired oscillating vocals and heavy beats. Exclusive Royal Canterlot Wedding Playset, on the other hand, is straight rock, and blows past frictionlessly – contributing nothing to the song’s narrative. It’s fine, but in comparison, underwhelming. It’s an anti-climactic final track, especially after a song so quiet and measured as Blue / Flightcamp. Its inclusion feels like a demo thrown onto a deluxe release.

It shouldn’t be rated this much lower than its sequel, but I think the track is squandered by its placing on the album. If the two tracks were switched, ERCWP2 would have been an incredible improvement on this song, and a bang-up finisher. Oh well

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Conclusion

This album has such a special place in my heart, and examining each song like this has only increased my appreciation. I admit, upon further examination, the themes running undercurrent (alienation, feeling lost, desire for connection) are those which I highly value in media, and it’s fun to have broken it down and been able to look at it all as a whole.

I fear these reviews may have been sloppily formatted or repetitive, but I’ve spent a lot of time already, and I really enjoyed writing it. I’m considering treating this as a script and recording a YouTube video.

Please e-mail me at loldogworld@gmail.com with either a response, or let me know what you think about the album. Thanks!

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