Rarity had been checking the clock far too frequently ever since she'd gotten home from Sweet Apple Acres earlier in the evening after stopping by Wilson's store to invite him over. She found that time seemed to have slowed down to a crawl as she waited for him to close his shop and arrive at her home. While she waited, the fastidious unicorn busied herself with cleaning up around the place, dusting shelves that probably didn't need dusting and casting her blue eyes about the first floor of her workshop until she couldn't think of anything else to straighten up or clean.

She moved upstairs to the second floor, closing the door of her little sister's room to block out the chaotic mess that had erupted there ever since Sweetie had joined with Mason and received her cutie mark. Rarity paused to think about how fast her sister had grown up, changing almost overnight from the sweet and shy filly she always saw into the outgoing and scatterbrained young mare she'd become. Ever since she got her cutie mark it was like another pony who'd been trapped inside was emerging, full of vibrant life and firm opinions that were so unlike her little sister that Rarity had taken to silently calling her "Diva Belle", although she would never say this aloud.

She moved down the hall and into her bedroom, looking around with a flushed and heady thought that the only reason Wilson would see this room is because... well because Rarity invited him into her most personal space. With the emotional confrontation involving Spike still fresh in her mind, she realized how much she needed somepony to comfort her. Poor Spike... she thought, And stupid me for allowing myself to cross the line with him. I simply shouldn't have pleasured him at all. It probably just confused the poor dragon even more!

She had gone so long without the feel of another stallion close to her, the smell of his fur and the masculine musk that always seemed to be present around them, that she'd almost forgotten what it was like. Years had passed since she'd allowed somepony to get close to her that wasn't a mare. She never was intimate with her friends, but there had been times when she had been tempted to experiment when the loneliness got too much. Fluttershy had even offered one night, the pegasus had long been open to her about her preference for mares, but Rarity had gotten cold hooves.

But now Wilson had come into her life. Somehow, someway, this stallion had walked right through her shell that had been surrounding her since Manehatten and found his way to her heart. His knowledge of fashion, his polite manner, his caring personality... it had all disarmed her completely to the point where she doubted she could ever say no to his handsome blue muzzle.

It's taken her weeks to admit it, and even longer to decide to do something about it but the day's events had tipped her over the edge. Having Spike call her out like he did broke the final restraints of her self imposed solidarity and with Sweetie Belle staying with Mason and the other girls tonight... it was a perfect time to show him just how much she needed him to be with her.

Her heart stopped when she heard the door open below and her face lit up with a filly like excitement. She tried to reign herself in, compose her white features into a more dignified and... Rarity... like appearance before she turned and headed down the stairs with controlled quickness, her legs trembling and feeling weak with anticipation at the thought of seeing Wilson alone for the evening. Thoughts of his scent, his voice and how his lips would taste raced through her mind as she hit the top of the stairs. Oh Celestia, how ever shall I start with him? I don't wish to come off as a desperate filly... she thought.

When a voice other than Wilson's drifted up to her before he came into view in the workshop below, it threw a shockingly cold bucket of water on the flame in her heart. When she descended far enough to see, her suspicions about who the voice belonged to were confirmed although she had no idea why the little brat dragon was here.

"... and I thought you all didn't like him or something!" Ashley was saying with a light giggle, stepping into the workshop beside Wilson and looking around.

"Not at all! Quite the contrary as you can now see! Well..." Wilson said, catching sight of her on the steps, "If it isn't the embodiment of high fashion herself! Hello Rarity!" Wilson smiled brightly, "You'll never believe who I found behind my store this evening!"

"Yes... we've met." Rarity said dryly, trying to pitch her voice some other way than the disappointment of seeing her again. She recognized that Ashley had helped Spike, but also knew that she wasn't a fan of her and her friends either. Her being here was actually quite a shock considering the circumstances. "Hello again, Ashley."

"Oh, It's you..." she said, but not unpleasantly this time. "Hey Rarity! Wilson's been telling me all about you guys!"

"Oh he has, has he?" she said with a bit of skepticism, her blue eyes flicking to his and back to Ashley's red ones.

"Yeah and... well..." she seemed to gather her small red body into a more upright and forward posture, "I'm sorry. I still think it was kinda dumb how you and your friends treated Spike but..." she looked up at Wilson who stood next to her, "You guys really do love him here, don't you?"

Rarity took a moment before she answered, scanning the small dragoness's words for any hint of sarcasm. When she found none, she smiled a genuine and warm grin that touched her cheeks. "Of course we do, Ashley. Spike is our friend! We made a very bad mistake and feel just awful about it. To be very honest with you, I wish you had been around earlier."

"Why?" she asked, her little red nose scrunching up in confusion.

"Lots of reasons, dear." she said, looking to Wilson and then back at her, "How in Equestria did you two find each other? Last I saw, you were chasing after Spike, Ashley. Where is he? And how did you meet Wilson?"

"It's... kind of a long story..." Ashley's face fell a bit, her ear flaps sagging.

"Yes, Rarity. Would you mind terribly giving Ashley a hand? She's kind of in a rough spot right now." Wilson asked, his charming face lighting up with the smile that melted the unicorn's heart, making her forget the missed opportunity for some alone time with him.

"Of course, dear. How can I help?"

About an hour later, Ashley's head thunked hard on the table where they sat eating. She'd been fighting her eyes from closing on their own for the last twenty minutes while the three of them ate. She'd started off plucky and talkative, going on about how amazing the stories Wilson had told her were and what had happened between her and Spike earlier this evening. She seemed relaxed now, not as much on edge but Rarity thought that the delicious smell of the roasted carrots in garlic sauce that caused the little dragoness to water at the mouth had something to do with it.

Once she'd helped herself to two plates, stuffing her fanged mouth quickly and ravenously, she began to fade. Wilson and Rarity started to chit chat about the upcoming winter gala fashion show and that was all it took. Her head hit the table and she gave a light groan of contentment just before the first light snores came. The two ponies looked at each other and shared a grin before Rarity's horn came to life and picked the small red girl up gently, moving her to the scrap cloth bin that was stuffed full of soft fabric that made a perfect bed. Seconds later, she was snoring loudly.

"Poor thing." Wilson said, getting up to clear the table. His pale blue eyes regarded the sleeping dragoness with compassion, "She's in a spot and she doesn't have a clue what to do or where to go, you know that?"

"I know, dear. I'll have a word with Twilight tomorrow and see about getting her settled in somewhere. It sounds like things have calmed down a bit and we can get back to our normal lives again." Rarity got up from the table and helped Wilson with the dishes. As they placed them in the wash basin of the nearby kitchen, a sudden and tense silence came between them. The nervous twittery feeling in her stomach rushed up to greet her again.

"Are you alright Rarity? You look... ill." Wilson remarked, his eyes burning into hers and his muzzle close enough to feel his warm breath tickle the fine white hairs on her face.

"Y- yes, dear... I just..." she gazed back at him, her eyes flicking slightly from side to side, suddenly unable to focus on either his left or right. "I'm not quite sure how to tell you this... but... but..."

Wilson moved forward and brought his muzzle close to hers. She sucked in a terse breath, anticipating the coming sensation that she longed for. The kiss that Wilson had given her before had been a quick peck on the cheek but not something so sensual as one on the lips. He was a hair's breadth away... a heartbeat passed, and then it happened.

The warm, soft feeling of Wilson's lips on hers sent a shock wave down Rarity's spine, causing her tail to stiffen straight for a moment as her eyes squeezed shut. A small whimper escaped her throat just before Wilson pulled back. Rarity didn't move, instead she was frozen with the scrunched expression and closed eyes, lips pursed.

"Rares... You can open your eyes now." Wilson's soft voice came, his hoof brushing a stray strand of blue mane from her face.

She opened them to find his light blue face smiling at her, his hoof touching her cheek.

"I've wanted to do that for a while now, I just... I didn't know if you'd let me." he said.

"I... I didn't know either."

"I'm sorry, Rarity. I've overste-" He was cut off when she smashed her lips against his again, this time with unleashed passion and eagerness. Her lips opened and her hoof came up to wrap around his head tightly, pulling him into the moist kiss.

Ashley slept on, oblivious to the the two ponies who moved upstairs, unable to keep their hooves off of each other long enough to walk a straight line. She didn't hear the awkward steps going up, or the door to Rarity's room closing.

Or the barely contained passionate moans of both that followed several minutes later.

____________________________________________________

As Rainbow Dash drifted out of the cider bar that evening, half drunk and with a mind to go back in to take that stallion home who had been hitting on her ever since she crashed in the door earlier in the afternoon, her mind was heavy with thoughts of Spike and Twilight Sparkle. She'd never seen fighting like that between any of the close circle of friends and even thought she had faith that the power of their friendship would overcome it, it did little to ease the worry she had in her mind about how the two of them were feeling right about now.

She hated it when her friends felt bad, and if there was a pony causing them to feel that way, she'd fly to the ends of Equestria to kick their tail for ever daring to mess with her pals. But you couldn't do that with something like this, and the feeling of helplessness it brought frustrated the horse apples out of her. The fact that she'd come to this rotten cider bar instead of getting her fill of drink at Sweet Apple Acres like she usually did was a testament to how awkward she was feeling.

The cool night air blew through her mane with a pleasant freshness after the stifling warmth of the bar, the clean air welcome after smelling that stallion's musky arousal and hot breath as he'd pawed at her like a desperate colt. Dash didn't mind so much, she had a horrible streak in her for teasing ponies like that and the attention was a welcome distraction. She waited until he'd gone off to empty his bladder before she'd dropped her bits on the table and quickly left, a smile playing on her face as she imagined him coming back frustrated and flustered that his 'sure thing' for the evening was gone.

As she moved through the quiet passages towards her house, the silence that fell caused an unnatural and eerie feeling to creep along her wings. She felt like she was being watched in the dark spaces lined by dull blue buildings that soared above her on either side. Her heartbeat sounded impossibly loud suddenly, the only thing her sharp ears were picking up. Dash stopped and hovered, closing her eyes to concentrate on her surroundings. Something wasn't right here.

If it wasn't for the fact that Griffons had talons, she probably wouldn't have heard them in time to dodge the swiping attack that came from above and behind. Her ears had picked up the faint sound of them scraping together as it's front claws opened moments before the yellow appendage swiped the air where her neck had been.

Rainbow Dash whirled, sailing backwards to give her some space to gauge the nature of her attackers. Two male griffons, both large and bulky, wearing dark hoods that covered the majority of their face, squared off against her. She rose to the challenge, puffing her chest and narrowing her eyes dangerously.

"You two got alotta nerve trying to mug me, guys. You're gonna have quite the fight on your-" her words were cut off as they shot towards her instantly with a speed that belied their size and she was almost caught. A quick dive to the left and down cause another deadly swipe to miss by mere inches. Rainbow Dash suddenly knew this was no mugging.

They were trying to kill her.

She usually wasn't one for running, but the sudden ferocity of the attack and it's complete unknown reasons were enough to set her to her wings quickly. She shot down the passageway, her assailants close behind as she twisted and turned between the tight buildings and into alleyways, trying to shake them or at least give herself some space to move. They were fast, much faster than she thought a griffon could be but that didn't concern her much. She was The Rainbow Dash, after all.

She poured on the speed, kicking her wings up a notch to near dangerous levels even for her in the twisting spaces they navigated. Rounding a building on her left she almost knocked herself silly on an awning above a store entrance that suddenly appeared, swerving out of the way just in time to feel the edge of it nick her left wing. One of the griffons was not so lucky however, and she smiled into the strong wind as she heard the loud clang! a split second later as one of them flew straight into it but she dare didn't take a look back. They were now moving so fast that one split second lapse of attention could cause her to snap her neck on a wall.

Another fast right turn into a tight alley that barely was wide enough for her wingspan before a quick left again at the end. Climbing now, turning to rise up to the next level of dwellings. They were in the slums, houses stacked four of five high and built organically, giving an unplanned and haphazard appearance to this section of Cloudsdale. Random entrances and alcoves blew by her in a flash, some dark... others lit with the last lantern of the night glowing while the occupants inside finished their day.

Reaching her height, she shot down the passageway and then readied to dive right again only to be snared by something that yanked her into a dark doorway with a jarring force, dazing her with the quick deceleration as she was hauled into a dark room.

"Lemmi go!" she cried out automatically and was silenced by a hoof slamming tightly over her muzzle while another held her middle with an incredibly strong grip.

"Shhh..." came a stallion's voice at her ear. The whispered urgency of it's plea cut through her panic and she stopped struggling.

Moments ticked by and the wing beats of the perusing griffons fluttered by and then faded. The hoof left her muzzle slowly and Dash was release from the tight grip that held her.

"What's going on?" she said, still hushed and speaking with urgent tones, "Who are you and who were those griffons?"

"You know who I am, Rainbow Dash. And you have nothing to fear from me." the voice said in the darkness before a lamp flared to life.

She blinked into the sudden light and then her eyes fixed on the large red pegasus in the room with her. "K-Kaiden? The snowflake inspector from the factory?"

"And also the commander you and your friends pummeled in Ponyville a while ago, although I'm not surprised you don't recognize me without the armor and the dents you put in it."

"That's where you came from?! Everypony said you were a transfer but they never said from where! I always thought it was from another factory somewhere."

"Hardly. If not for a kind gesture from the mayor, me and my guard unit would all have been jobless for our actions. Please understand, we had no choice to do what we did."

"Eh... I don't care about that right now. What the hay is going on?! Who where those two? Why were they chasing me? And better yet, what the hay are you doing here grabbin' me like that!? I could've out run them you know!" her ever present pride could never long be stifled.

"Oh Rainbow Crash... you never change do you." came another voice from around the corner that struck a loud note of nostalgia and recognition to the pegasus.

"Gilda?!"

"How ya doin, Rainbow Crash?" Gilda the griffon said as she stepped into view. Her white top half gleaming in the light of the lantern as she looked at her old friend, "Long time no see. But I'm not surprised since we didn't part on such great terms."

"Heh... yeah, Gilda. I'm really surprised to see you..." Dash said with trepidation. The last time she'd seen her old school chum, she'd just been humiliated into leaving Ponyville for good after failing to separate Dash from her friends. Gilda had always been kind of an elitist.

"Look, forget all that stuff for right now. I'm actually here because of you. Some major stuff is getting ready to do down, Rainbow Dash, and you were the first target. It won't be long now before The Flock figures out they have a spy and I'll have to be more careful."

"Spy?! The Flock?! What the...?" Dash's head was cloudy with questions.

"Yes, Dash should probably stay here for the next day until we see what they're going to do next." Kaiden added, speaking to Gilda.

"Stay? Here?" Rainbow Dash looked at the red pegasus with wide eyes, "Why?"

"They will probably move on one of the others quickly. They have to take out The Elements of Harmony first." said Gilda in return.

"The Eleme... Somepony better tell me what's going on right now or I'm gonna lose it!" Dash shoved Kaiden, forcing him to look at her.

His eyes grew somber and his jaw tightened. "Dash, The Flock has convinced The Griffon Empire to help them overthrow Equestria. If we don't do something..." Kaiden trailed off.

"If we don't do what?! What are you talking about? What's going to happen?!"

"War." said Gilda.

Author's Note

This ends book 2 - Living In Equestria.

The final installment, Book 3 is due to be started soon!