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Midnight specializes in the training of young riders, but his boys, James and Eddie, outgrew him. Time and again the black pony watches from his corral as the boys head off with their new taller horses to compete in the games. Desperately lonely, he escapes his corral and sets off to look for someone who needs him. However, he soon fins himself in danger of losing his life.

The new kid in the sixth grade for the third time this year, Annie rejoices when her parents assure her they intend to settle permanently in Apache Junction, Arizona. When she makes friends with Mary, she believes she's finally on her way to fitting in somewhere. But when Mary goes off with Janet and doesn't invite her, she begins to doubt herself again. Will she every find someone who wants her friendship?

When Midnight and Annie meet something magical happens. Annie swears he actually talks to her! Can it be true, or is her loneliness driving her crazy? She doesn't have much time to think about it if she's going to save the black pony's life. Can she help him before it's too late?

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