Author's Note

At times in this fic, the phrases "First Sleep", "Second Sleep" and "Waking Hour" are used. This refers to the practice of segmented sleep, where one goes to bed, often soon after sundown, then awakes in the middle of the night and remains awake for an hour or two. Then they return to sleep until the morning. The time in the middle of the night is used for many things, like reading, meditation, accomplishing tasks that can't be done during the day, etc. The practice has long been out of use, due to the invention of electric lighting, but it's still studied and used in many parts of the world.

Both Applejack and Fancy Pants subscribe to this way of thinking here.

Chapter 1

Contains The Following:

Obscure Flashback Metaphor Bonus

Well-Dressed Apple Bonus

Fancy Foods Bonus

Slightly Squeaky Bedframe Bonus

Can Fit Three Apples In Her Mouth Bonus

Slight Sexual Dysfunction Bonus

-~-~-~-~-~

Buttons.

If a griffin had landed in front of Applejack at that moment and threatened to eat her unless she got all the buttons aligned on a blouse and did her frou-frou lace cuffs properly, well she would just pour applesauce all over herself and lie on a platter rather than struggle with buttons.

But instead she half-sat on this stool, clad in a pale violet silk top with a high collar that caressed the nape of her neck. A white unicorn mare fussed with her mane, still damp from a thorough washing. The brushing went on and on, soothing as it lulled her into a state of contentment. It slowed eventually, and some sort of goop was worked into her mane, her forelock teased out into a long curl as the rest of it was slicked down and brushed around one shoulder. Her red hairband snapped around the end of the ponytail and her handler made a noise of approval.

“Now for the waistcoat,” Fleur said, her magic hovering over a brown vest that slipped up Applejack's forelegs with the greatest of care, settling around her shoulders. A small belt in the back cinched tighter, not uncomfortably. “Still feeling all right?”

“Yep,” she said, her voice quiet as well. “But when this is over, I'm takin' him back to my room and seeing how he likes it when the clothes are no longer on the horse.” She gazed at Fleur with bright green eyes. “You're okay with that?”

“He is not mine to jealously possess, you know.” Fleur blinked long eyelashes as she examined Applejack, looking for a fashion faux pas that she had missed in the long process so far. Seeing none, she summoned a pair of white cuffs and fitted them onto the end of the sleeves, buttons magically slipping themselves through loops. “He is simply my patron, as he is Rarity's. You happen to be something more to him. Surprising, yes, but welcome. I had begun to wonder if my dear Fancy Pants had taken vows of the celibate sort.”

“In plain-speaking, I take it that means he ain't been with any other mares in a long time?”

“Or stallions, yes.” Fleur smiled at her expression. “One must always make allowances for the flexibility of some ponies. It saves on shocks later in life. Are you too warm? You appear flushed.”

“It's the whole thought of doin' this,” Applejack admitted, looking down at herself, literally half-dressed. Her hind legs were still bare and her thick blonde tail lay in her lap, still bound by its hair tie. Like most pony-wear, there wasn't a lower half to the outfit.

Looking up and over Fleur's shoulder, she could see Rarity standing in the shadows of the hotel bar that had been commandeered for this shoot, discussing things with both Fancy Pants and the photographer. This wouldn't be one of her friend's greatest triumphs; Sapphire Shores already had that honor, hiring Rarity exclusively to design all her tour costumes. But Sapphire had gone into seclusion to record a new album, and hadn't placed any orders for some time, so Rarity had leapt at the thought of an ad campaign for such a prominent distiller.

“All right. I think you're ready,” Fleur said, helping Applejack onto all four hooves. “Good. Now, go up to the bar and lean on it like you would your cider booth back in Ponyville.”

She allowed herself to be guided to the bar rail and settled an elbow on the polished wood, leaning on it self-consciously. She cast a glance at the bottle on the bar — the real subject of the photo shoot. It wasn't really something she would ever drink, but she wouldn't have to; the brewer simply wanted an elegant mare to help draw attention to the brand.

Elegant. That was never a word Applejack would have used to describe herself. Not until he'd started using it around her.

“No, not tall enough,” Fleur said, gently pressing a foreleg against her back, encouraging her to straighten up. “Just breathe in. Look at me — that's good. Bring those ears up if you can, like they're being pulled up by strings . . . there. That looks lovely.” Her magic tugged lightly on the blouse, pulling it down over Applejack's cutie mark. “Swish your tail for me a bit, darling? I want to see how it looks. We're not going to shoot down that low anyways.”

Applejack let her tail switch from side to side, feeling the tension in her croup. The stress from worrying over Applebloom hadn't gone away. Heck, the changes she was considering in her own life had probably been the cause of that little bit of panic in the first place. But she knew this idea would work. She just hoped Fancy Pants felt the same way. Once she stopped feeling like a prized pig on display at the county fair.

Fleur watched her and nodded in approval. “You'll be fine. Are you ready?”

“I sure hope so,” she said. “Hope he's ready, too. Haven't ever wanted to tear clothes off another pony so badly in my life.”

The white mare gave an impressive smirk. “Don't rip them too hard. Otherwise you're going to have to learn how to sew.”

She whuffed and gave a shimmy of her hips, trying to wiggle out some of the tension. “It's . . . I ain't used to fallin' stupidly in love.”

“Hmmph.” Fleur snorted. “Not many ponies are. It can sneak up on you if you're not careful. Just make some eyes towards the camera instead. I'm sure you can do that.” She turned away and trotted out of the ring of lights that had been set up.

Applejack concentrated on breathing in and out. She let her gaze fall on Fancy Pants again, watching him as he left Rarity to circle around the perimeter. Trying not to move from her pose, she didn't turn her head but let her eyes follow him as he walked from one side to the other. He was wearing his black suit coat with the tails. She knew he had a dress shirt and vest beneath that, otherwise he wouldn't have worn that yellow bow-tie with it. And she was more than ready to peel back all those layers and expose the pony beneath.

Oats and apples, she was never this needy. What she needed was answers, not sex, but maybe she was using one to deflect the other.

“Eyes this way, Miss Applejack?”

Reacting to the voice, she glanced over to see the photographer aiming his camera in her direction.

Bulbs went off everywhere.

**FLASH**
-~-~-~-~-~

“What do you think, Fancy Pants?”

He frowned and tilted his head, letting his monocle drop back down into his vest pocket. “Rather stiff and formal, is it not?”

“You're tellin' me,” Applejack grumbled from her perch on the model stand. She’d just come in to talk to Rarity, only to end up lassoed into being a dress-tester for her big-shot Canterlot friend. “You sure this party your niece is attendin' is gonna object if she doesn't cover her forelegs?” She shifted her weight and grimaced at the purple dress into which she'd been stuffed, probably because it was doing unmentionable things to the base of her spine.

“Well, she is obliged to ensure her fetlocks are covered,” Fancy Pants said, then glanced over at Rarity. “It doesn't have to be sleeves, does it? Perhaps some sort of jewellery might be more fashionable?”

She made a thoughtful noise and her magic flared, all manner of implements floating around. “I had assumed the nature of the occasion would dictate more formal wear, but you may be on to something.”

Applejack rolled her eyes and snorted as Rarity approached her with a cloud of odds and ends. “Uh-uh. I'm done. I don't even know how I let you two talk me into this in the first place!” Arching her neck, she reached back and bit at the laces at her withers, but couldn't reach the first loop.

Huffing, Rarity tried to stop her. “Applejack, you're closest to her size! After all, it's not as if I can pad out one of my ponyquins. You're simply the only choice. And — stop that! Stop pulling with your teeth, you'll rip that ribbon to shreds!”

“T'ain't all that's gonna to be shredded if'n y'all don't get this silly thing off me,” she retorted, bucking beneath all the fabric on her back half.

“Ladies, if I may?” Fancy Pants said as he stepped carefully up onto the stand. “Rarity, I think we may be approaching this the wrong way. We're worrying only about how it looks on her. We aren't asking how she feels in it.” He turned away to put a hoof on her shoulder, drawing her attention away from her mouthful of ribbon. “I understand that you aren't used to this, Miss Applejack, but I also know you've done a Grand Galloping Gala and a Royal Wedding. That puts you miles ahead of my sister's daughter when it comes to formal events. This will be her first at the Castle, and while I want her to have a stunning creation from Rarity, I also want her to be comfortable. It's not worth wearing if you can't enjoy yourself in it. So, please, take a deep breath and tell us what doesn't work.”

Well, when he put it like that . . . Applejack closed her eyes and puffed out a breath, then reopened them. “Hope you've got some time.”

Fancy Pants ignored Rarity's squeak of displeasure and smiled. “Talk to me.”

“For starters, unless your niece has got my kinda hindquarters, things are a bit tight back there,” she commented, flushing as both unicorns craned their necks to look. “Kinda pinchin' my hip.” As Rarity trotted around behind her, Applejack gazed at Fancy Pants and wiggled her shoulders. “Same goes for up here. Are you sure I'm supposed to be her size?”

“She takes after her father, apparently,” he explained. “She's a big filly and she needs to fit in amongst those other girls who look like their . . . slimmer mothers. If this gown is cut a certain way, she'll look every bit as good as those —” He coughed delicately into his hoof.

“Little skinny bitches?” Applejack suggested, grinning.

Fancy Pants looked amused. “Quite.”

She felt a tug in the dress and grunted in relief as a few folds loosened. “Oh yeah, there we go.” She waggled one of her hind legs gratefully. Glancing slyly at Rarity as she ducked down again to pin something, Applejack winked at him. “What's the big deal with Canterlot and fancy outfits, anyways? Almost nopony here wears much, except for her.”

Rarity paused for a moment to glare at her, before turning back to the hem with a huff. “It's Canterlot, Applejack. Clothes convey status there.” She made the adjustments and moved up to the ribbons at the neck, undoing the bow so she could open the gown and examine it. “And that's important in a city of so many unicorns.”

“Well, it's important in a city of fashion-conscious yes-mares.” Fancy Pants chuckled, shaking his head as he watched Rarity work. “You Ponyville ponies work in the fields and the skies more than anything else, so it's not as if you need to dress up like we do in Canterlot. You have your hat for the sun; I have my comfortable jacket for my business. Besides, some ponies just like to look their best. I, for one, wouldn't be comfortable going out without being properly dressed. I haven't done that since I was a very young colt.” He blinked as though that previous sentence was sinking in. “Dear me, it has been a while.”

Applejack grinned. “Really? Never wanted to fling that big ol' jacket off and do some cartwheels down the cobblestones?”

“As amusing as this conversation has gotten,” Rarity interjected. “What else needs to be adjusted? You mentioned the sleeves earlier; I can't do them with your legs still in them." She laced the gown back up again with a bit more force than Applejack suspected was necessary, eliciting a grunt from her.

Rarity's pique being obvious, Applejack elected to not be made into a pincushion and meekly listed off the rest of her admittedly minor complaints. As soon as she was able, she wriggled out of the gown and let her friend levitate it back onto a nearby ponyquin. “Well, I should probably be gettin' back to Sweet Apple Acres.”

“Yes, yes,” Rarity muttered, swirling sketches around herself. “Thank you ever so much for stopping by and letting me rope you into this, darling. You've . . . well, I was going to say 'saved me some work', but I think it's all about the same.” She frowned at the dress, then back at her sketches.

Applejack exchanged a look with Fancy Pants and shrugged as she grabbed her hat in her teeth and flipped it back up onto her head. “Hope your niece likes it. See you around?”

“Let me walk you out, at least,” he suggested, his magic opening the front door for her. “I don't believe Rarity's going to want me to stick around if she's about to do something to that outfit that she thinks she'll regret later.”

Once they were both outside the Boutique, Applejack gave herself a shake. At least Rainbow Dash and the other Pegasi hadn't seen fit to switch the weather around while she was inside. One change in their schedule meant a lot of swearing and rearranging of hers, and Rarity had drained a lot of her will to argue this morning. “I swear, every time I stop in there, it's frou-frou this and fancy-duds that.” She heaved a sigh and looked over at Fancy Pants. “Still, it's not so bad. I think I'm even gettin' used to it, after all the galas and weddings we've done.”

“And you have my very deep appreciation for allowing her to press you into service like that,” he said, peering about. “Now, can you assure me that there is not a horde of pink ponies hiding nearby? I made sure to not wear my bowler on this trip.”

“I wouldn't worry too much.” Applejack waved it off. Life in Ponyville was weird, plain and simple. “That was last weekend. This weekend we'll probably get a river serpent high 'n dry along the train tracks or something.” She sincerely hoped not, because it was pretty darn certain that either the Mayor or Twilight would ask the Elements of Harmony to help move it. If that happened, she would just slap her hat on Big Mac and tell him to go and help push.

Fancy Pants looked amused once more. Boy, for a fancy, upper-crust stallion of business, he sure seemed to have a sunny personality. “You do lead an interesting life, my dear. This must be why Rarity tries to keep me from visiting. She's afraid incidents like that might colour my impression of her beloved hometown.”

She smiled back and let her voice curl into a Manehattan accent. “Well, it certainly adds to the charmingly rustic atmosphere we do try to cultivate here in Ponyville.”

“Hello!” He laughed as he stepped back in surprise. “You've had training, haven't you? Very well done, too.”

She smirked. “My Aunt and Uncle Orange did the honours when I was a filly. I'll have to polish it up for them before I see them next month at the family reunion.”

“Ah, yes. I've dealt with Mosely Orange before.” He looked her up and down once more. This time, he was sizing her up rather than that pile of fabric back in the Boutique. “So you are part of that Apple Family, then. Old Mosely has told me the story of the Princess granting you the land here. That was ages ago.”

“When my Granny Smith was about my age,” Applejack agreed, ignoring the tingle at her dock. She often had those when somepony was givin’ her the once-over with their eyes. “Not a lot of ponies know that she'd met Princess Celestia way back in the day.” As he turned down the street that led to the train station, she walked along beside him. “And I thought somepony as high and mighty as you would travel by airship, not by train.”

“For a short little jaunt like this? Oh, hardly. Besides, on the train, one can relax and let somepony else do the driving for a bit.”

Applejack glanced at him curiously. “Begging your pardon, but you always seem relaxed to me. Wanna try running a farm for a while? Or bein' an Element of Harmony who has to run off from her business every once in a while because something's about to eat half of Equestria?”

His smile was slightly self-deprecating. “I wouldn't presume to be able to coax the soil of Equestria to do anything you can't already do, Miss Applejack. And your service to the Princess is most appreciated. In fact, you have my apologies that I didn't recognize you last year at the Garden Party.”

“Aw, thank you very kindly.” She gave him the same once-over as they walked. With that black coat of his and groomed mane and moustache, he would be a sight out in the orchards, all right. “Did you really mean what you said back there, that you haven't been undressed in a while? You got a fancy suit for sleepin' in, too?”

“On occasion, yes. Useful things, pyjamas. They're wonderful for when somepony wakes you up in the middle of the night and you have to make a solid first impression while you're still getting yourself out of bed.”

Applejack shook her head. “And they jes' barge right into your bedroom? Canterlot sure ain't the civilized place it looks like.”

“Yes, but it is home, just as Ponyville is yours.” Fancy Pants hopped up onto the ticket platform and took a small wallet out of his breast pocket. “I have a feeling we'll be seeing you there soon. Interesting ponies such as ourselves will no doubt cross paths again.” He produced a small square of cardboard and floated it over to her. “Do remember me to your Uncle Mosely when you see him, please? He'll be proud to know how highly I esteem his favourite niece.”

“I'll pass it on,” she said, tucking the card into the brim of her hat. “You get yourself some relaxation on the train. Can't have you gettin' too stressed or the party scene might suffer in Canterlot. Then we'd have to ship Pinkie Pie up to y'all for a week or two.”

He held up his hooves in surrender. “Forty winks. I promise. Please, don’t put her on the train.”

Smiling, Applejack watched him get on board before she saw the station clock and hastily turned around to head back to Sweet Apple Acres. Gracious, she had half a field to work, a tack room to clean, — not to mention lunch to worry about— and here she'd spent the last couple hours gallivantin' around town with fancy ponies. Priorities, girl, priorities!

As she continued down the street, her eye caught the glare of the bright mid-day sun reflecting off the top spire of City Hall.

**FLASH**
-~-~-~-~-~

Tired, but not ready to quit until she'd found him, Applejack slipped past the hat-check (even if she had worn her hat tonight, she wouldn’t have given it up!) and into the atrium of the Canterlot Hospital. She hadn’t ever had to visit here before, but she was certain a hospital didn’t normally have a bar and a dance floor. There were so many ponies milling around. And all of them fancy-dressed.

She paused as she caught sight of herself in a mirrored wall and took a few seconds to assess her appearance. Her grey and blue dress was a bit ancient, but it was still somewhat fashionable, if a glance around the room was any indication. She'd left the shoulder ruffles on and they stood out amongst the newer outfits. Her mane was loose around her shoulders, aside from a blue bow she'd stuck behind one ear.

Taking a deep breath, she felt the wide silver belt around her barrel press against her stomach. She wasn't sure she'd cinched it properly on the train. Hooves weren't meant to deal with those bits of fashion and it wasn't as if she could have brought Rarity with her. She was gate-crashing, after all.

Applejack shook herself and whinnied as she turned on the spot, searching for Fancy Pants in the crowd. She had no clue what he would be wearing tonight, but she was certain he would be here. It was common knowledge that anypony who was somepony would appear at these society fundraisers.

Then she caught a glimpse of a white coat over in the far corner and decided to try her luck there. There weren't a lot of white unicorns prancing about, even in Canterlot. If it wasn't him, it could still be Fleur De Lis. She didn’t really know what those two ponies were to each other, but they did seem to hang out together a fair bit. If she found one, she’d probably find the other.

The hospital charity was a popular one, judging by the number of ponies standing in her way. So she pushed her way through the crowd, probably offending more than a few high-falutin’ sensibilities, but keeping an eye on her quarry. As she got closer, another pony finally moved aside and she caught sight of that distinctive triple-crown cutie mark at the edge of a small herd. She’d found him, all right!

As she came up close to the circle of ponies that hung on his every word, Fancy Pants glanced over his shoulder and spotted her. His eyebrows went up, but he gave her a warm smile and sidled aside to open a space for her before returning to his story.

“. . . so I said 'If you feel that strongly about it, I'll sell the team back to you',” he continued as she settled in right beside him, “which I did, at a price both of us found fair. Well, the next day, when they came out for practice, it appeared as if somepony had been digging all around the goalposts, for what reason I can't begin to imagine!” At his listeners' approving chuckles, he gave a slight tilt of his head to acknowledge their amusement, then waved a hoof. “Nopony tell him. We'll see for how long he'll search. Now, if you'll excuse me, I must go and check on the silent auction. If any pony cares to outbid me, you're more than welcome. There are only so many spa treatments I can purchase for a good cause.” His attention shifted to her as he stepped back from the circle. “Well, well. This is a surprise.”

“I'm kinda crashin' the party here,” she admitted, blushing, “but I had to find you.”

“Oh, seeing you is a surprise, too,” he told her as she followed him across the floor. Either ponies stepped aside for him quicker than they had for her, or he just knew the path of least resistance at a party. “But I was referring to your lovely outfit. That vintage style suits you quite well.” He gave her another glance. “My word, there are some unicorns in Canterlot who would pay handsomely to have hindquarters as well-muscled as that.”

“Well, tell them they can come to the farm for a week and buck apples with me. That'll firm things up in a hurry.” Applejack snorted, annoyed that he could distract her so easily. “Listen, I need some help. You got a mechanic that's real good with that new-fangled airship of yours?”

“Naturally. Airships are a tricky business.” His ears perked forward. “Thinking of building one?”

“Nah. Relatives of mine brought one to the reunion, but they had a propeller malfunction when everypony was leaving, and kinda came back to earth with a jolt. And I'm not sure about trusting any of the carriage mechanics in Ponyville with stuff like that. They can do wheels, sure as shootin', but not the fancier stuff.”

Fancy Pants looked startled. “Goodness. Is everypony all right?”

“Fine. Shook up, mind you, but fine. I just need a name and maybe a reference from you or somethin' so I can hire them to come on out tomorrow and take a look at things.” She let a breath out. She was close to finishing this mission, then she could collapse into her own bed after all she'd put herself through the past weekend.

“My dear Applejack,” he said, leading her to an empty table and beckoning to somepony behind her. “Allow me to contact him and schedule the appointment. It will bear more urgency in his mind if I make the request.” A full glass with a straw in it appeared over her shoulder, surrounded in the glow of his magic. “You look quite worn out. Sit here for a second and drink this.”

Gratefully, she settled her haunches down on a cushion beside the table and sipped, watching him go over to a server to give him instructions. The punch was cool and sparkling and she wrinkled her muzzle as the bubbles tickled her sinuses, helping wake her up.

Fancy Pants came back over and set a hoof on her back. “I'll hear back from him very soon. You took the evening train up here, didn't you?”

She nodded. “Yep. There's one more heading back to Ponyville before midnight and I think I can catch that.” She didn't mention that she barely had the bits to pay her fare back to town, after all the expense of the reunion. That wasn't his worry. As for paying the mechanic, she'd manage somehow. She always did.

“There's no need for you to throw your money away on another train ride,” he told her. “Allow me to offer you some hospitality tonight and we can give you a lift home in the morning.”

Applejack blinked and leaned away from him. “Aww, I can't put you out. It isn't right that you get your hooves dirty just 'cause I got a problem.” The idea was tempting, however. If she got back on the train, she knew she'd conk out again and probably wake up somewhere out by Dodge Junction.

Fancy Pants whisked his kerchief out of his breast pocket and polished his monocle. “My dear, that is a feeble protest and you and I both know it. You're exhausted. Very beautiful, but exhausted nonetheless. If I let you walk out the doors of this hospital, I'm sure the doctors would have my hide.” He whickered again. “I do have a large house and almost nopony with whom to share it; the company would be a refreshing change.”

She looked at him askance. “Don't you entertain an awful lot?”

“Oh, of course. But look at them.” He nodded at a nearby group of chattering unicorns and lowered his voice. “Social climbers. Hangers-on. But don’t think I merely endure their presence. I have some wonderful friends amongst them, but many here are friendly as long as the bits keep coming in or the fashions stay trendy. You, however, care nothing for fashion and aren't interested in my money. Which makes you a refreshing change.”

Applejack sighed. “Okay, okay, you speechified me into it, sugarcube.” She finished off her drink and gave herself a shake at the sudden fizz in her brain. “Nnngggyaahh. Ain't you got auctions or somethin' to attend to, though?”

Fancy Pants gave a shrug. “If I win, they'll contact me.” Then he turned his head as the serving mare reappeared with a folded piece of paper. He opened it with his magic and nodded. “Ahh. It appears we may have an even better solution. My mechanic is willing to meet us in an hour at the airfield. We can take my own airship down to Ponyville in a nice, easy drift and be in your valley by the morning. Sleeping quarters are, of course, included.”

She nodded tiredly. “Sleepin' sounds mighty fine after this weekend.”

“Well, then. My carriage is right outside the door, if we're to make the airfield and ensure my ship is ready to leave. Shall we?” He helped her get back onto her hooves and the two ponies skirted around the edge of the crowd. Applejack let him take the lead as ponies once again parted quickly and easy paths opened up in front of him.

As they headed for the door, another white unicorn in a peaches-and-cream coloured gown peeled off from a herd of mares and fell gracefully into step on Applejack's other side. “Hello. Who's this pony with a taste for vintage outfits?”

“Ah, Fleur. I believe you remember Miss Applejack from last year's Canterlot Garden Party?” Fancy Pants stretched his neck up a bit to look across the room. “Another satisfactory evening for you, I trust?”

“Photo Finish is still a fool, no matter how successful she is.” Fleur De Lis had a deeper voice than usual for a mare of her height and slenderness. “So yes, I take great satisfaction in a career that continues to flummox her.” She examined Applejack as the three of them exited the atrium. “Ah, yes. One of Rarity's friends. I assume that dress is not one of her creations, though. It's far too understated for her tastes.”

Applejack blushed. “It belonged to my dam. Hauled it outta my hope chest tonight because I figured it'd help me get past the fashion police for this event.”

Fleur shot an inquisitive glance over at Fancy Pants. “And yet you're leaving already?”

“Family favour,” he explained, magically opening the front doors for both mares and letting them go ahead.

“I can pay you,” Applejack insisted, turning around to face him once she was outside. “Your mechanic isn't going to do this for free, I know that much.”

“The nice thing about being me, Miss Applejack, is that I don't have to call in any debts for an inordinate amount of time.” Fancy Pants smiled and walked towards a nearby carriage. “And often there are things more valuable than money. Favours sometimes tend to pay off much more handsomely. You're a farmer. There's value in trading a bushel of apples today for a new plough tomorrow. So, if I do this small favour for you now, you can do me a small favour later.” His horn glowed, the door opening and a small wooden step unfolding itself. “Which we shall discuss when you're not about to fall off your hooves."

Scrambling up into the carriage, Applejack settled herself into a cushioned corner seat. Fancy Pants sat himself across from her and Fleur stood in the doorway, looking at him, then at her, hesitated, then she hopped back down to the ground. “You two go ahead and have fun down in the valley,” she said. “I believe I shall return to the gala. Photo Finish still has some dignity left and I want it for dessert.”

He nodded at her. “If you like. Do me a favour and be my proxy if any of the auctions end up going to me. I'll settle up the bills in the next day or so.”

“You said that last time,” Fleur scoffed. “You do know they require payment straight away upon notification. I had to cover your bid that night and it cost me a good sixty bits!”

“Yes, and you were the one who went for that massage, weren't you?” Fancy Pants grinned, but floated a small pouch out of a pocket and let her magic envelop it and whisk it out of sight.

With an agile flick of a hind leg, Fleur kicked the steps back up and shut the door before popping her head and front hooves in the window. “It is lovely to see you under more formal circumstances,” she told Applejack. “We don't see enough Earth Ponies in Canterlot somedays. You're far too sensible to want to waste your time up here.”

She opened her mouth to reply and found herself fighting a yawn, the cushy surroundings having an effect on her weekend-weary body. “Yeah, Fancy Pants was saying that it's hard bein' top of the heap sometimes. Somepony always tryin' to knock you off it, I guess.”

He and Fleur exchanged a look. “She gets it,” he said and she nodded before vanishing with a toss of her head.

“Get wha'?” Applejack mumbled, feeling a tad drowsy.

“Life in Canterlot.” He looked aware that she was fighting a losing battle with sleep.

She yawned again. “Eh. It's like foals playin' King o' the Mountain, just with fancier clothes.” Her head nestled down into her forelegs and she let it stay there, eyes closed almost all the way. “Mmm. 'Scuse me for a second . . .”

As the carriage pulled away, a spotlight from the gala shone one last time through the window.

**FLASH**
-~-~-~-~-~

The moonlight swept across the deck as Applejack opened the door and stepped out of the airship cabin. Mercy, what a nap she'd had. That bed had been one of the most comfortable things she'd ever woken up in. And she didn't even remember falling into it in the first place.

The rigging creaked and she looked up at the giant airbag overhead. It was bigger than Cinnamon Apple's little cradle-and-balloon airship, certainly. She had come up from a pretty darn luxurious cabin with its own porthole, with another four cabins alongside it. And there was room for at least a dozen ponies on deck.

There were currently only two, though: The Pegasus engineer, who was guiding the ship in its slow, circling descent, and Fancy Pants, who was standing by the bow, gazing out into the night.

He turned at the sound of her hooves on the deck and smiled at her. “Feeling a bit more rested, my dear?”

“Kinda.” Applejack shook herself. “I musta really been out of it. Don't even recall gettin' outta that dress. But it's hanging up all nice and smooth right on the back of the door. What're you still doin' up? Ain't you had a long day yourself?” Coming up to the railing beside him, she peered down into the darkness. “Whoah, Nellie.” She could see a few small lights off to one side, which had to be Ponyville. The bright lights of Canterlot on the side of the mountain, though, nearly blotted them out. “So we're out of the canyons.” Airships in Canterlot had to launch out of a series of canyons in the back of the mountain. Updrafts there gave them the needed lift to get clear of the city, but it could take a while. She wouldn’t have normally known that sort of stuff, but Twilight had been antsy on the last train ride to Canterlot and had spent the trip delivering a lengthy presentation on the launch facilities behind the castle.

“Yes, we left them about half an hour ago and we've probably got another two hours until we can find the right wind currents to let us land on or near your farm. Shifter there is doing his best to ride high until he can swing around and find the right draft. Marvellous sort of talent he has.” Fancy Pants nodded at him. “And to answer your question, I had a bit of a nap myself. Of course, I can only have about four or five hours before I find myself wide awake again.”

“You too, eh?” Applejack whuffed. “I get my first sleep in until about midnight, then slip downstairs to do a little bakin' or something. Or at least set it all up for first thing in the morning.”

“I end up poring over accounts and numbers. Makes that second sleep so much more satisfying. Of course, unlike you, I don't arise from my second sleep until about nine or so.” Fancy Pants shrugged. “I would assume you're up at the crack of dawn to do whatever it is that's needed on that farm of yours.”

“Most times,” she admitted, tilting her head to let the winds blow across her face and loose mane. “Then again, it all depends on if Pinkie's been throwin' another party the night before or something.”

His chuckle rumbled through her shoulder as he stood beside her. “Speaking of parties, I hear you provided all the food for the recent Royal Wedding. Do you have any idea how many bakeries, restaurants, fry stalls, catering services, and chefs you embarrassed by receiving that commission from the Princess?”

Applejack blinked and leaned away from him again, surprised at the sudden change in conversation. “Do I wanna know?”

“Oh, about the same number of seamstresses and dress shops Rarity infuriated by being commissioned to design the dress for the bride,” he said with an even wider grin. “I must admit, I haven't laughed that hard in ages, watching the fallout. I was even nearly evicted from the Fifth Horseshoe Club.”

She gave him a disbelieving look. “Naw, you're makin' this up.”

Fancy Pants shook his head and put a foreleg on the railing. “I swear to you, I nearly popped a button off my vest when Silver Needle declared her intention to never set hoof in your little town. As if that stuffed-up mare has ever left Canterlot in her life.”

“I got real problems of my own,” Applejack grumbled, “like fast-talkin' business ponies trying to take my farm, smart-aleck beavers who don't know where to build their dams, and having to put on a reunion that pretty much fell apart because I got stupid over ponies havin' a good time.” She grimaced and shook her head, banishing those memories again. “If somepony's gotten their nose outta joint because I got asked to do some work, twice over, let me add, because that darn Changeling attack meant all the food had get back in the kitchen before it went bad . . . well, I ain't got time for that.”

He nodded. “I get the feeling that the greatest thing you'll ever brag about is your family and your pride in them. Of course, a lot of Canterlot unicorns do that, too, but only because they think it entitles them to having things done their way. You, though, don't strike me as a pony who would let the good things in life go to her head.”

“Yeah, you remember I told you that I tried that once when I was a filly, Manehattan accent and all? Didn't go over well, 'specially for my appetite.” She sidled closer to him for warmth with the cold night wind blowing. “Kinda why I fight so hard against the whole 'bein' fancy' thing. Rarity's your gal for that, remember?”

“I believe she's mentioned that once or twice,” Fancy Pants acknowledged. “And she is somepony worth knowing, it’s true, but you are, as well. Perhaps not in quite the same way, but still . . .”

Pulling back, Applejack looked up at him. “Why on Equestria do I intrigue you so much? I ain't somepony interestin'.”

“On the contrary.” His head dipped and she felt the touch of his muzzle against her mane. “You said it yourself. You're a pony who is so adamant that fanciness won't rule her life that she often shies away from it.”

Blushing, Applejack sidled back out of reach again as she felt a sudden warmth in her chest. Damn her body in the waking hours. It was traitorous and wanting, ready for any excuse to play around. She hated giving it that excuse, even though that nuzzle had been pretty darn nice. “You're wrong there,” she said, “I'm not some kind of—what's that word Twilight used the other day?—aesthetic?”

Fancy Pants chuckled again and sat down on his haunches. “I believe the term is 'ascetic'. And no, you aren't one. But neither are you a decadent sort of pony as are so many of my contemporaries.” His eyes gleamed in the green light of the starboard lantern. “You're determined to lead a quiet life, even with all your adventures. Royal Bridesmaid. Saviour of an Empire. Hero of Equestria. And yet you trade in none of them, seek nothing because of what you've done. To somepony like myself, that's almost a challenge.”

“A challenge for what, exactly?” she asked, squaring her shoulders in preparation for gettin’ her mad on. She wasn’t some sort of game to play! “To haul me up to the top of your little hill so we can wait for somepony to push us both off?”

He looked nonplussed. “No. To know somepony who isn't immersed in Canterlot politics and who doesn't want to be part of it. Somepony who I find interesting. Somepony who I find attractive . . . ”

“Somepony like me,” she finished, frowning. Hoo, boy. Was that where he was going with this? “You think two in the morning on the deck of an airship is the time and place to be havin' a talk like this?”

“Well, that's what the waking hour is for, isn't it?” Fancy Pants asked. “Resolving those issues that trouble us during the day. And believe me, it wasn't as if this were a recent thing.” He took a breath. “It's been, well, a passing fancy up until a couple of weeks ago, when Rarity put you in that gown. But it had its roots quite far back, in that garden party at the Castle.”

Applejack blinked, then looked over her shoulder at the cabin door, one of two means of escape from this conversation. Not that she was entirely opposed to hearing about how much somepony as handsome as him liked her. “Does Fleur know you feel this way? I am not involving myself in anything that's gonna hurt her."

“Yes, yes, she knows.” He put a hoof on the railing again, looking out across the night as the airship swung into a slow turn, following the winds. “We've used each other for our mutual convenience the last few years and we have a marvellous working relationship. But we don't have a personal relationship. She doesn't even live with me.”

“That don't mean anything these days.” Applejack blushed some more, but pushed ahead. “An' I know that havin' sex don't confer possession rights on anypony, but I've seen some real hurt feelings in the past. And what about Rarity? I ain't about to poach a stallion from my best friend.”

He nodded, his ears perking forward as he listened, then spoke, “We had the same sort of talk at the wedding reception . She . . . assumed I was already dating Fleur and I didn't disabuse her of that notion. But it wasn't her in whom I was ever interested.”

“Should have taken that chance,” she half-joked. “I mean, she did catch the bouquet. If you'd told her right then that you weren't the one, she'd have jumped the next poor stallion to wander past.”

Fancy Pants made a small noise of agreement. “Perhaps you're right. Although, I believe she did do just that. Some chap named Soarin', if I remember correctly. But I was still trying even then to come to terms with the feelings I'd been having for you. If I'd said that I liked one of her closest friends, would she have been that generous in letting me go?”

Applejack stepped back from the railing and sighed, rubbing her forehead. “Gimme a sec, here.” She turned around and walked across the deck. Of all the things she had not expected to bring back from Canterlot, it was a proposal like this. All she had needed was a quick favour, one that she could pay off at her leisure without too much interest, and she had thought Fancy Pants was her guy. Well, it seemed he was indeed her guy and he wanted something more than a simple favour, with plenty of interest on his part.

She watched him as he paced the deck: Same black velvet jacket over however many layers of clothes. Same white coat, same curly mustache, and same unshorn fetlocks, too. He looked every bit as good as he had the day she had walked him to the train station in Ponyville. Applejack sighed again. Honestly, he wouldn't normally be her first choice for the sort of pony she'd bring onto the farm.

Sure, that fancy coat might be hiding plenty of muscle. And he was a sharp one, so he might have incredible business sense that could help them run the place even better than they had been. And she might even like the way his hindquarters looked in the red glow of the port lantern. But a fancy pony like that gettin' dirty hauling hay bales with his teeth all day? Hah.

Applejack knew she was using her farm as an excuse to avoid letting herself be interested in somepony. She'd done it before with other stallions. Truth was, the farm was her life and her reason for being, but she couldn't keep other ponies away forever. The Apples would need another generation, and she couldn't pretend it was going to be Big McIntosh and Apple Bloom who would find ponies to bring onto the farm.

And now, up here in the air, in the middle of her waking hour, she was understanding this more than she would if she were on the ground in the middle of the day. She had been getting questions from her aunts at the reunion about when she was going to get another stallion on the farm. It was easy to shake them off because it was the same thing each time they visited, but it had been on her mind for some time. Especially after that terrifyin’ plunge she’d taken out by the Wonderbolts Academy. If something ever happened to her, the farm would be in trouble. Family would pitch in, naturally, but they wouldn't stay forever. Then again, it wasn't as if pickin' up a mate like you would pick up a sack of flour from Sugar Cube Corner was the right idea, either. You didn't go out and find somepony on the thought that tomorrow you might be hydra-chow.

She snuck another look at Fancy Pants. Putting him to work on the farm as some sort of test to prove himself wasn’t a smart option. It wasn’t friendly. More to the point, he would simply power through it if he thought she was some sort of prize for passing. Weren't nothing to base a relationship on, that was for dang sure. A pony got more serious consideration than that.

She looked up at the sliver of the moon that was visible in the night sky. “If'n you're listenin', Princess, I could use a little strength right now,” she whispered. “He's a fop, not a farmhand. An' I'm a country gal, not some sorta courtesan.” Sneaking another look at him, she shook her head. “I think I need to go back to bed. Maybe this is a really weird dream.” That sounded good. She was dreaming about somepony offering himself to her because her aunts didn’t know when to back off on their questions. Yeah, that was it. Although why her brain was picking one of the fanciest ponies in all of Equestria was beyond her. As well as why her body seemed to like the thought of it.

Turning around, Applejack waited for him to approach her. Sure, she could have gone over there, but a mare had to have some dignity when being pursued. And it only took him a second to notice that she was ready to talk again.

“Is this a bad idea?” he asked quietly, coming up to her.

“Not at all.” She lifted her gaze from his buttons to his big blue eyes. Tarnation, why did he have to be so tall? “It's just . . . you’re gonna have to give me a little time on this. Middle of the night after I’ve run myself ragged, up here in the rarified air, with you lookin’ all sexy? My mind ain’t clear. You’ll get a proper consideration, though.” Applejack took a careful step back, ignoring her body’s insistence that it was nice and warm up against him. “An’ listen: If you're gonna pursue me, you're gonna have to understand that I love my farm. That don't mean that I'd put it before you, although there could be days that it feels like that. And that might not be easy for a city pony like yourself.”

“Believe me, the number of things some ponies in Canterlot put ahead of their special someponies can be immense.” It was his turn to sigh. “At least with you, I would understand it's more necessary to worry about your farm than a hoofcare appointment.”

She nodded. “See, the grass isn't greener on my side of the fence, either. There's work and there's worry, not parties and politics . . . . Well, maybe a few parties. We do live in the same vicinity as Pinkie Pie.” Another step backwards and she looked over her shoulder to see where the railing was. “You're temptin' me, Mr. Fancy Pants, here in my waking hours. Kinda why I’m keepin’ my distance now.”

“And you haunt my dreams in both my first and second sleeps, Miss Applejack,” he murmured. He didn’t look offended that she was hanging back. “I was quite surprised to see you tonight, but I’m glad I was able to finally articulate my feelings in this matter.”

“I am going to give you a friendly warning, though.” Applejack grinned. “See, there's always room for ponies to join the Apple family. It don't matter that you're rich or handsome. Although, we do prefer you be useful.” She shrugged, trying to show that she felt he’d have no problems demonstrating that. “But there's no way out once you step in. Apples to the Core, and all. So you're welcome to spend some time with us tomorrow and see if I'm worth the effort.” She sidled away from the railings and closer towards the cabins. “I need to take myself back to bed, though, so I can get my second sleep. Thank you for being helpful and for, well, for being honest. That couldn't have been easy.”

Fancy Pants half-closed his eyes and his snort ruffled his mustache. “I appreciate the invitation. I'm unused to being at a disadvantage. Thank you for being kind about it.”

“We'll work this out, Fancy-boy.” Applejack wasn’t in a real hurry to leave, but she knew she had to get some more shut-eye. Plus, she wanted to put off thinking about this whole thing for a while longer. “Oh, if I were you, I wouldn't let on to my family that you've got an interest in little ol' me. They're liable to start seeing how many apples you can haul around.” Grinning, she turned around and opened the cabin door, the moonlight gleaming off the porthole.

**FLASH**