Just One Little Lie

by PonySage86

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Rainbow Dash, Rarity, Romance, Original Character, Trixie, Cutie Mark Crusaders, Slice of Life
Length: 95662

Rainbow needs a favor. It's a simple little problem, no big deal, Honest.

Rainbow Dash needs a favor, She just needs one of her friends to help her with a small little lie she told. It's really not even a big deal, over and done with in no time. Like barely a cliff note in their day, nothing major. So why did she call a meeting for this? And why does she look nervous?

Published 2015-12-08 20:20:01 UTC
Last updated 2017-06-12 23:52:26 UTC

Meeting the Mom

"Are you absolutely sure Twilight wouldn't be a better option!?" Rarity yells as loud as she can while burying her face in Rainbow Dash's mane. Much to the fashionista's irritation the pegasus carrying her just laughs.

Wanting to waste no time in returning to her mother in Cloudsdale Rainbow Dash somehow convinced the snow white unicorn to ride on her back, much to Rarity's regret. Twilight had only a few minutes to ensure Rarity remembered the cloud walking spell she taught her in case she ever needed it. Since she's carrying a passenger Rainbow Dash is flying slower than normal, which is still faster than the average pegasus' leisure flight speed. Rainbow tried a few times to talk to the unicorn on her back only for Rarity to just scream and clamp on harder to the pegasus. It was only when Rainbow flew higher in order to reach Cloudsdale that Rarity finally spoke.

"Hey I like Twilight and everything but come on Rare, you really think Twilight could act convincingly in something like this?" Rainbow chuckles as she flies towards the cloud city. "She'd probably read a whole bunch of dating books and act like some kind of spazz. Plus ya know she's a Princess now, you sure I could get someone like that?" Rainbow Dash slowed her flight in an attempt to calm the Unicorn and it seems to have worked for the moment as Rarity finally takes her face out of her mane and the screaming has stopped. Though when she speaks she's clearly nervous.

"Oh I'm sure you could do anything you put your mind to Darling. you know what? A princess would be a much more impressive marefriend than me so why don't we land and return to Ponyville and get Twilight? That sounds good doesn't it? Let's go right now." In response to Rarity's rambling, Rainbow looks at the Mare on her back with surprise.

"Rarity? are you scared?"

"Of course not Rainbow, I am simply uh, wary of heights." Rarity turns away from the pegasus and looks up, away from the ground. "Previous experiences plummeting towards the ground have not exactly made me feel favorably towards the sky." The usually calm Fashionista admits. Rainbow just looks at her passenger for a while before looking around the sky around them. After a moment the pegasus flies off course and quickly comes across some clouds.

"Can you cast that cloud walking spell now?" Rainbow asks randomly, Rarity hesitates a moment before her horn glows and the spell takes effect. Before the unicorn can question what's going on Rainbow bucks her off her back and Rarity lands on the nearby cloud. Rainbow quickly gathers some nearby clouds together and begins combineing them with the cloud Rarity sits on confused.

Rarity just watches in confusion as the Rainbow Maned pegasus zips here and there putting many clouds around her, even stacking some around. After a bit Rainbow Dash stops to admire her work with a smile, Rarity looks around at what she is now standing on. The clouds have been formed into a box without a roof around the unicorn which at first confuses her until she looks all around from her center position in the box and realizes she can't see the ground, she only sees fluffy clouds and a pegasus that has landed on one end of her box.

"Outta sight outta mind right?" Rainbow says with a smile. Rarity looks around once more before returning the smile.

"Well thank you Darling, I do actually feel safer in here." Rarity says politely, then her eyes become half lidded and she smirks. "Oh, whatever did I do to deserve such a thoughtful Marefriend? I must find a way to reward you properly." Rainbow's cheeks take on a pink tint as her hooves slip and she falls off the cloud box suddenly. Rarity is about to run over to the side when Rainbow pops back up, her face a normal shade again.

"I'm fine, you just took me by surprise there." Rainbow waves off dismissivly before the unicorn speaks.

"That was to much wasn't it? I probably shouldn't talk like that around your mother." Rarity apologizes.

"Yeah I wouldn't recommend it." Rainbow says with a chuckle. "No need to put on a show, just be yourself."

"That I can do Darling. Now why don't we get going?" Rainbow gives a quick nod before she begins pushing the safty box of clouds to her childhood home.

*******************

The two mares arrive in Cloudsdale not much later, Rainbow deciding to simply leave the box she made on the edge of the city for the return trip to Ponyville. Rainbow helps Rarity out of the box before the two head to the hospital together. As they walk toward their destination Rarity notices that she is getting many looks, which she can understand since Unicorns are likely not common around here for obvious reasons. Though normally Rarity is one to enjoy attention, she can't help but recall the last time she had all eyes in Cloudsdale on her, The Best Young Flyer competition. Not feeling like reliving that particular memory Rarity occupys her time looking around the cloud city trying to identify what building is the hospital and try and guage Rainbow Dash's expression as they get closer to their destination. The pegasus has a confident expression that never faulters, even as the two mares arrive at the large hospital building and stand before the doors. Rainbow leans over to whisper to a slightly anxious Unicorn.

"I'd say something encouraging but I really got nothing so uh-" Rainbow gives Rarity a smile "we got this." Rarity chuckles just a little before putting on her best 'I'm going to meet my marefirend's mom' face. A mix of nervous but excited that is surprisingly easy to pull off, even as the two walk into the hospital and approach the desk.

"Hi, I'm Rainbow Dash, I'm here to see Morning Dew." The receptionist, a pink pegasus with a yellow mane pulled into a ponytail, smiles warmly as she looks at a clipboard on her desk.

"Of course Ms. Dash, she's awake and has been waiting for you to arrive. do you remember how to get to room 123?" Rainbow nods and the receptionist says goodbye as she leads Rarity to her mother's room.

Rarity reads the room numbers on the wall as the two mares pass them, the unicorn steels herself as the numbers near the one the two are looking for. Once they reach it Rainbow stops the Unicorn for a moment.

"You ready for this? You don't need to be nervous, my moms real nice."

"I'm sure she is, so shall we?" The two mares share a nod before walking into the room.

Rainbow walks up to the bed immediatly as Rarity walks slower behind the excited pegasus. She takes a moment to observe the pegasus in front of her, Moring Dew has gray fur similar to a rain cloud, her mane is a light blue and is very long with two strands in front one for each side of her face that reach to the knees of her front legs as she sits up in her hospital bed. looking at the mare in the bed, with her gentle azure eyes looking at her daughter, Rarity can't help but feel the two don't seem much alike as they greet each other.

"You're back faster than I thought." Morning Dew greets her daughter with a hug, her voice as gentle as her eyes though slightly raspy due to her illness most likely, but she definatly speaks louder and more confident than Fluttershy usually does. Rarity shakes her head lightly, unsure why she made that comparisson.

"Now, did you bring your marefriend like you said you would?" Morning Dew says with chuckle "I hope you didn't think I'd forget."

"Course not Mom, she's right here." Rainbow Dash says as she backs slightly away from her mom's bed and gestures to the unicorn politely waiting in the corner. "Mom this is Rarity, Rarity this is my mom, Morning Dew." Rarity smiles and begins walking to stand next to Rainbow next to the bed.

"A pleasure to meet you ma'am." Rarity says politely while putting out a hoof, Morning Dew takes the hoof with both of hers and shakes it enthusiatically.

"Oh it's so wonderful to meet you finally! My little Dashie has told me so much about all her friends." Morning Dew exclaims happily. "I'm glad I finally have the chance to meet one of them." Morning Dew's enthusiasm is infectious as Rarity gives a wide smile as well. Morning Dew shakes her hoof for just a little longer before returning her hoof to her side. Rarity chuckles lightly.

"It's wonderful to meet you as well, Rainbow Dash has told you about us has she? I'm afraid I can't say she did the same about you."

"Oh, I don't mind that at all. You likely didn't ask so Dashie felt no need to bring me up I'd wager." Morning Dew explains with a shrug before glanceing at her daughter. "Unless of course she's embarrassed of me."

"Course not mom." Rainbow says confidently. Morning Dew simply returns her attention to Rarity.

"So you're Rarity? Dashie told me you're a designer, is that true?"

"Yes it is. I take pride in what I do and if I may be so bold I'd say I excell at my field of expertise." Rarity answers with a smile. Morning Dew offers a kind smile in return.

"Then perhaps you could make me a dress sometime?" Both younger mare's eyes pop open in surprise at her request, almost immediatly the fashionista's eyes begin to sparkle as she looks at the older mare in bed.

"You want a dress? What is the occasion?" Morning Dew simply shrugs in response.

"Nothing special, I just think it'd be nice to have one, The clothes I do own are rather simple." The stunned unicorn falters backwards, looking like she's going to faint, Rainbow quickly steadys her and Rarity coughs to focus herself.

"You want a dress? Not for a special occasion or anything? You simply want a dress because you want one? And you actually own your own clothes already? And you actually wear them?" The Fashionista asks with growing excitement as Morning Dew nods affirmativly to every question. Rarity suddenly squeels with joy while stomping her feet in place, She turns to Rainbow with a huge smile.

"Rainbow Darling I must say I love your mother already." While Rainbow gets a laugh out of what she says, Morning Dew sits up a little straighter and looks at the two of them with a smile.

"I promise you Morning Dew, at the earliest possible convienence you must come to my boutique for measurements. I simply cannot wait to design your dress." The Fashionista says as she happily moves around the room, her mind already swimming with possible ideas. Morning Dew gestures to Rainbow and her daughter comes to her bed side.

"She does seem nice." The mother admits. "Would you mind if I ask her some questions Dashie?"

"Sure go right ahead." Rainbow answers without a single thought. Morning Dew smirks at her daughter before turning to the still excited unicorn.

"Rarity, since you're here would mind looking at some of the clothes I own? I'd like a professionals opinion on my wardrobe." Rarity beams at her.

"I'd be more than happy to help." She answers happily before her smile disappears and she raises a brow in confusion. "But wouldn't your outfits be at home? I'd prefer to see you and your clothes at the same time to give a proper opinion."

"Well isn't that to bad." Morning Dew says, but her expression causes the two younger mares to think she's up to something. The mother turns to her daughter and continues. "Dashie, why don't you fly home and grab some of my clothes for us, I'll tell you which ones to grab and you can be back in no time." Rainbow looks at her mother uncertainly before nodding and beginning to walk away.

"Sure thing mom, come on Rare let's-" Rainbow is stopped by her mother's hoof on her tail.

"Don't be silly Dashie, you'll go faster alone, Rarity can keep me company while we wait." It was at that moment both mares realized Morning Dew's plan.

"But-" Rainbow tries to protest before Rarity cuts her off with a cough.

"It'll be fine Darling, this will give your mother and I a chance to get to know each other a little better." After a moment Rainbow just nods her head and gets the list of clothes from her mother, which she almost forgot to do. Then Rainbow leaves at an appropriate speed for inside a hospital and Rarity is alone with Morning Dew, exactly what the mother wanted.

"So, I assume you want to talk?" Rarity asks while taking a seat near Morning Dew's bed.

"I did." The Mother replies with a nod. "I've found lies are easier to notice when no one else is around to confirm them." She claims with nonchalance. Rarity is taken by surprise.

"Pardon me?"

"How did my daughter ask you out?" Morning Dew asks suddenly.

"How- she- wha-" Rarity coughs to clear her thoughts. "Rainbow Dash gathered all of us to together, me and the other girls and with some hesitation she... Well she asked me out, I honestly wasn't expecting it. She wasn't very romantic about it though which I admit I expected." Morning Dew just looks at Rarity as she speaks, her expression giving away nothing of what she was thinking.

"That would be how long ago now?"

"Well, I believe it was about a week ago. Things have been going well so far."

"I see" Morning Dew says as she looks away. "But answers like that can be rehearsed, let's move on." Rarity opens her eyes in surprise at Morning Dew's observance. Rarity has to admit that she is correct, as those answers had been practiced for those exact questions. The snow white unicorn can't help but be impressed as Rainbow's mother likely deduced what was going on as soon as Rainbow said she was dating somepony. Rarity will have to be truly convincing as Morning Dew seems quite clever.

"Darling is a rather affectionate petname for somepony you've dated for a week."

"Oh don't misunderstand, that's simply how I talk. I call all of my friends that."

"You and Dashie are quite different, does that make things difficult?"

"Well I won't give you the 'opposites attract' cliche, even though I do find that quite romantic. Personally I feel it's better to be with somepony that isn't terribly similar to yourself, makes things more interesting."

"Dashie told me you were interested in Prince Blueblood Once."

"He's a selfish Mule that can rot in Tartarus." That actually seems to make Morning Dew laugh while Rarity just huffs. "Besides, I'm an open minded pony, especially when it comes to matters of the heart."

Morning Dew turns to face Rarity again, the unicorn tenses slightly, assuming the big questions are coming.

"Why did you agree to date my daughter?" Rarity halts for a moment, not quite sure how to respond, the unicorn stammers for a minute while hoping that doesn't give her away. After some thought she answers slowly.

"Well she has saved me a few times, no that's not why." Rarity shakes her head "I'm not just some damsel." Rarity looks down at the floor in thought. "Rainbow is always so confident, obnoxiously so at times, but that confidence can be quite charming at times as well. Her heart is more often than not in the right place and she'll help you if you need her, not to mention she is incredibly loyal obviously. Oh she can be so frustrating at times, but even still she can make you laugh." Rarity looks back up at Morning Dew. "She has this 'I can do anything' attitude but if she lets you, you can see she too has fears and insecurities like everypony else and under all her boasting and 'awesomness' as she calls it there's a sensitive mare there." Rarity holds Morning Dew's gaze for a little longer before looking away shyly. "Plus she's pretty easy on the eyes." The mother doesn't out right laugh at that but she does smile. When Rarity looks back, Morning Dew steels herself for one last question.

"Do you love her?"

"WHAT!?" Rarity begins to scream before covering her mouth. She takes a moment to study the older mares face but finds her impossible to read. Rarity thinks quickly on what to say, what the mother wants her to say but dismisses that thought immediatly. Rarity lowers the hooves covering her mouth and answers uneasily.

"N-No, no I don't. While she is one of closest friends and I do like her very much, it is far to soon in our relationship for me say my feelings are that strong." Rarity answers honestly, to her surprise Morning Dew's face erupts with joy, a smile seems to reach from ear to ear.

"Well done Rarity, well done indeed." Morning Dew says while clapping her hooves. "You answered every question and kept your cool, I'm impressed."

"So I'd be correct in assuming that was some kind of test?" Rarity asks with a raised brow. "A test of what exactly may I ask?"

"I had to know if you and my daughter are really dating. I found it a little suspect that she announced she had a marefriend as soon as she found out I'm in the hospital." Morning Dew explains while crossing her front legs.

"Like I said the first couple questions had easily rehearsed answers. But your answers to the later ones sounded genuine to me." The mother continues. Rarity opens both eyes wide in realization.

"You were hoping I'd say no to the love question." Rarity claims with surprise, somepony with less social experience likely would have said yes right away to try and convince her, but in doing so would give her the most proof that they were trying to trick her. Morning Dew nods excitedly.

"Exactly! You two have been dating a week, saying yes to that would mean you're trying to hard to convince me or you're moving way to fast. Maybe it could be true but I don't take chances like that." Morning Dew proclaims with a smile. Rarity sighs in relief to herself, glad she'd gotten through that.

"Well don't you worry Morning Dew, I promise we won't rush into anything." Rarity assures her, Morning Dew smiles and lays her head down on the pillows of her bed. "We haven't really even been on a real date yet. Silly as that sounds."

"Really?" Morning Dew asks lazily, Rarity noticing that her voice has become quieter. "You should fix that, I wanna hear all about it next time."

"Alright! I'm back!" Rainbow yells as she returns to the room. "Sorry it took so long, took me awhile to figure out which ones you wanted." She explains while placing various garments on chairs and the bed so she doesn't have to hold them any longer. Morning Dew looks at the clothes one at a time, occasionally with a frown.

"Dashie, I was hoping to make a good fashion impression." Morning Dew mumbles, seeing that many of the outfits had rather muted colors, a couple even being gray. Though that was inevitable as her wardrobe has many outfits that aren't very brightly colored. "Though I guess I do dress for comfort rather than style anyway." The mother picks one thing out in particular "Why did you bring that one?" She asks with a raised brow, she refers to a sun dress sitting at the edge of the bed. The simple garment is a cyan blue and has no distinctive patterns or shapes. Rainbow looks at it for a second before answering.

"Oh right, you didn't ask for that one. Well I kinda like it so I grabbed it, you used to wear this one all the time while I was practicing in flight school." Rainbow admits, a brief smile on her face at the memory of zipping through the sky as her mother watched with a smile.

"That's right" Morning Dew mumbles with a smile. "I hadn't thought of that one, but I do like it, thank you for bringing everything Dashie." Morning Dew lazily turns to address Rarity. "So what do you think? Will I scare you off with my poor fashion choices?" The older mare jokes quietly. Rarity responds with a smile.

"I'll admit I was expecting something a bit more vibrant, but I'd have to say it all looks like it'd fit you nicely enough." the unicorn winces slightly. "Though I don't like all of it, for example you have a few gray garments while your fur is already gray so they won't exactly stand out." Rarity smiles sweetly. "I admit I'd have to see you wearing these to know for sure how they look on you. But based on what I see I think it's ok." The Fashionista looks at Rainbow apologetically. "Though based on my interactions with you Darling I'd have to say that fashion consciousness is not hereditary." Rainbow Dash glares at her, though there is no real anger in the look, the pegasus enventually just shrugs. Morning Dew giggles softly.

"Well I'm glad you approve but-" The older pegasus closes her eyes for a moment before opening them slowly. "I'm feeling rather tired right now, thank you for talking with me Rarity." Morning Dew than gestures with a hoof and Rainbow moves to her side.

"You haven't told them have you?" Morning Dew says with a sleepy accusitory look. Rainbow shakes her head, not even needing to ask what her mother means. "Well at least tell her." The mother inclines her head toward Rarity. "I kinda like her and they all deserve to know anyway."

"OK Mom."

"I'm gonna sleep for a little while now, next time you visit I wanna hear all about how Scootaloo's practice is going, among other things ok?" Rainbow Dash promises her mother and Morning Dew gives her daughter a kiss on the cheek before closing her eyes fully. The older mare falls asleep quickly, though her breathing is a little uneven.

"Come on, let's go." Rainbow whispers before the two mares make their way out of the room. Rainbow looks at Rarity while they make their way down the hall. "So what'd you think?"

"I think I quite like you mother." Rarity admits. "She has a good head on her shoulders and I look forward to speaking with her again."

"What'd you guys talk about while I was gone?" The pegasus asks nervously.

"Oh I wouldn't worry about it Rainbow Dash." Rarity states dismissivly. "All I have to say is that your mother does seem to believe we are together and I now fully agree that the other girls may not have been able to convince her as I hope I have." The fashionista looks at Rainbow questioningly. "Now is there something you'd like to tell me Darling?"

"So you heard that huh?" Rainbow asks while looking away. Rarity decides not to bring up the fact the two pegasi hadn't even been whispering.

"If you're not quite ready to talk, that's fine." Rarity says as the two near the hospital's exit. "You can wait to tell me on our date." The fashionista compromises as she continues walking, not noticing her companion had stopped and was staring wide eyed at her.

"OUR WHAT!?"

Bonus Chapter: Little Dashie

The following is a bonus chapter, as the name implies a bonus chapter is an extra chapter to the story. I may occasionally write a bonus chapter if I have an idea for one. Bonus chapters will in no way be required to read to enjoy or understand the story as they will take place at separate times than the other chapters, they're just here if you feel like reading it.

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Morning Dew sighs to herself as she walks down the roads of Cloudsdale unsure of what she's even doing. A couple members of rain cloud development at the weather factory were out sick and their shifts were open, Morning Dew had stuidly volunteered to take the extra work. Morning Dew works early morning shifts and must now work during the day as well so having just finished her first shift she has only an hour or so until her next one begins.

"What was I thinking?" The Weather Pony groans to herself. "I don't even need that much extra money, I shouldn't have volunteered for so many shifts. What am I even supposed to do in such little time?" Morning Dew didn't feel sorry for herself for long though as her thoughts were interrupted by someone shouting.

"Look out!" Morning Dew barely has time to look around and locate the owner of the voice before a sudden weight impacts the back of her head causing her to fall down face first. The disoriented Weather Pony lifts herself off the ground, taking a moment to move her long hair out of her face before taking a look at her mysterious assailant.

Morning Dew can't help but stare as her assailant turns out to be a small cyan colored filly, her scruffy hair various colors matching a rainbow. The filly rubs her head a few times while wincing before reorienting herself and throwing a glare at the older pony.

"Thanks a lot." The little filly grumbles. "I would have nailed that landing if you hadn't gotten in my way."

Morning Dew laughs good naturedly. "Yes, I'm sure only good things would happen from flying like a cannonball."

The filly eyes the older mare skeptically. "Hey, are you making fun of me?" Morning Dew shakes her head with a light giggle.

"Of course not, It'd be rather rude to laugh at somepony I just met." Morning Dew smiles at the little filly. "Though wouldn't it also be rude to not apologize for head-butting someone in the back of the head?" The filly looks away slightly embarrassed at that comment.

"That doesn't count, you were the one in my way."

"So I have chosen to forgive you." Morning Dew smiles again before frowning as she looks around the area, not seeing many ponies around, let alone one looking for a rainbow maned filly.

"Are you far from home? How long have you been flying?" At that question the filly looks around as if suddenly realizing she doesn't recognize the area.

"Uh, no it's cool. I know exactly where I am, I'll get home fine." The filly continues to look around, looking rather worried. Morning Dew decides it'd only be reasonable to offer help.

"Do you know your address? Or any land marks near your house? I could take you there." Morning Dew offers, though she worries she might be late to work if she helps this filly to long. The filly shakes her head very quickly.

"No thanks, but I know not to go anywhere with strangers." She explains with mistrust clear in her voice.

"I'm the one not to be trusted?" Morning Dew asks skeptically to which the filly nods. "Even though you're the one who hit me in the head?" Again the filly nods. "So you'd rather be lost then accept help?" The filly thinks about that for a moment before ultimately nodding again.

"I don't need help alright? I just gotta fly back that way." The filly explains with confidence as she points in some direction. Morning Dew shakes her head.

"Except you hit me in the back of the head when you landed, which means you came from-"Morning Dew points behind herself. "-That way."

The young filly looks deflated for a moment before her bravado returns. "I knew that, now I gotta get going, you've taken up enough of my training time." The filly then stretches out her wings and takes off in the direction she came from.

Morning Dew watches the filly fly off for a moment before chuckling to herself. "Dear Celestia, whoever has to take care of that filly is not somepony I envy." then realizing that she no longer has time to do anything before her next shift, Morning Dew begrudgingly begins walking back to the weather factory.

_____________________________________________________________________________________________________________________________________________________________________________________

THE NEXT DAY

WHAM! Morning Dew collapses to the ground after a familiar impact strikes her head. Picking herself up she sees exactly who she was expecting.

"You could have at least yelled 'look out' again." Morning Dew says as the filly picks herself up again.

"Hey, this hurts me more than it does you ya know." The Filly grumbles while massaging her forehead. Morning Dew chuckles at the little filly.

"So was I in your way again? Or are landings kinda hard for you?" Morning Dew inquires with a smile. "I know I always had trouble landing when I learned to fly."

"Hey, I'm a great flier." The filly loudly defends herself. "There's just a lot of ponies in the city ok?"

"At this hour?" Morning asks skeptically while surveying the area, with even fewer ponies out and about then yesterday. "Now that I think about it, you must get up pretty early to practice."

"Well duh!" The filly says in an annoyed tone. "I gotta train early if I wanna be the best flier in Equestria, I can relax all I want when I am."

"But you are still learning right?" The filly reluctantly agrees. "I could give you some tips on landing if you want, then you'd stop running into me."

"Didn't I tell you I don't need help?"

"I believe that was about what direction you had to fly, not about your landing." Morning Dew says with a smile as the filly pouts.

"What do you know about being a great flier anyway?" The Filly asks with a raised eyebrow.

"Well you wouldn't assume much since I'm a weather pony. But I could always surprise you." The filly just rolls her eyes. "Plus, it'd be good to learn some basics, both our heads would thank you for it."

"I told you I don't need help!" The filly shouts as she spreads her wings and takes off. Morning Dew watches as the filly leaves and sighs to herself as she begins walking, only to immediately turn around as she has no time before her next shift.

________________________________________________________________________________________________________________________________________________________________________________________________________________

THE NEXT DAY

Morning Dew once again walks down the streets of cloudsdale, but this time with no intention of going anywhere specific, she simply walks while her ears focus on all the sounds around her, waiting and listening she continues walking until she hears a sound. Morning Dew waits for a moment before quickly leaping to the side just as a cyan blue shape roughly lands on the cloud where she was just standing. Morning Dew laughs as the filly picks herself up.

"We really must stop meeting like this or I'll begin to think you're doing it on purpose." The filly simply stands up in a huff.

"Hey, those first two times were accidents ok?" Morning Dew smiles in triumph at the filly's response.

"So this time was intentional then?" The filly looks at Morning Dew with wide eyes before looking away embarrassed.

"I have a feeling you wanted to ask me something, would that be correct?" Morning Dew asks in a calm tone, the filly looks at her and then at the ground, she repeats this action a couple of times before flying off suddenly. Morning Dew watches her leave with a sad expression before once again returning to her second shift.

__________________________________________________________________________________________________________________________________________________________________________________________________

THREE DAYS LATER

Morning Dew practically skips out of the weather factory, being over joyed that she would no longer have to pull double shifts. As she walks down the streets of cloudsdale she thinks about how much more money she'll get in her paycheck this week and what she should buy with it. However as she continues walking home she can't help but let her mind wander to that little filly she met, she hadn't seen the filly in a few days but she had a plan should she ever see her again.

Morning Dew's ears perk up as it seems it's her lucky day, she notices the familier sound of the young filly flying but instead of moving she instead stops immediatly and not a moment later the filly once again careens into the back of her head. Both ponies pick themselves up quickly and the litttle filly starts to talk before Morning Dew cuts her off.

"Oh I'm so sorry, did I get in your way again?" Morning Dew asks in a believably apologetic tone to which the filly just looks confused as she nods. "I really am sorry about that, how about I make it up to you?"

"Make it up to me?" The confused filly asks. "How?"

"Well I know you don't need one, but how about I give you a flight lesson?" Morning Dew asks. "It's all I can think of."

The baffled filly just stares for a moment before looking away and trying to act cool. "Well I guess that's fair. So go ahead if you insist."

Morning Dew giggles to herself before scratching her head and thinking about a sudden realization. "Actually I'm not sure I can do that. I'd feel a little strange doing it if I didn't get permission from your parents first."

The little filly's eyes widen and she stammers slightly. "N-No it's fine, I mean my parents have been looking for a flight coach for me even though I don't need one. So you can go ahead if you want to."

Morning Dew ponders it for a moment before deciding to change the subject for now. " Why don't we head over to the park? We'll have plenty of space there. "Morning Dew begins walking with the filly following behind.

A few minutes later both ponies have arrived at the park and Morning Dew scans the area and locates a good location for their little practice.

"Ok then, is there anything in particular you'd like to focus on?" Morning Dew asks while stretching her wings a couple times just incase she needs to use them soon.

"Well if I have to pick something. I guess landing."

"Alright then, we'll start with that, why don't you fly up a little ways and try landing for me? Just so I can get an Idea of what we're doing." The young filly spreads her wings and takes off, she floats above the clouds for a moment getting higher with each flap of her wings before she quickly flies down and slams right into the clouds, Morning Dew walks over and helps the filly up and studies her thoughtfully.

"I think I have an idea, but I want to try something else before I can be sure."

"What'd you have in mind?" The filly asks.

"Can you hover for me? Just flap your wings and stay off the clouds a little bit." The filly scoffs at Morning Dew but does as she's asked and flaps her wings and hovers a little bit above the clouds, until she flaps her wings again and she rises a little higher and then even higher with the next flap.

"Ok, you can stop now." Morning Dew instructs and the filly tries to fly back down only to crash once again. "I think I know the problem."

"What do you mean?" The filly asks annoyed. "I'm not doing anything wrong."

"No I wouldn't say that. You're not doing it wrong, you're doing it to hard." The filly just looks at Morning Dew confused.

"I can tell you like flying, and that you're putting your all into it. But that leads into the problem that you're trying to hard. You flap your wings to hard and go to fast, you crash because you fly to fast to stop yourself before you slam into the ground, or other ponies."

"So, what you're saying is-" The filly gets excited. "-I'm just to good at flying for the ground to handle?"

"Well I mean, ahahaha-" Morning Dew laughs nervously. "How do I put this?"

"Wait I've got it!" Morning Dew exclaims. "You're a good flyer, it's like you said you're to good. While everyone will be impressed if you fly really fast, they'll be even more impressed if you can learn to slow down at certain times like landing."

"Oh I get ya." The filly says with a thoughtful expression. "If I wanna be the best I gotta figure out how to be awesome and also figure out how to do lamer stuff like flying slow."

Morning Dew claps her front hooves together once with a smile. "Yes exactly, finding the balance between speeds and when to use them is key to being a great flier."

"Ya know, you're pretty smart for someone who gets hit on the head a lot." The filly jokes before she starts laughing, Morning Dew can't help but laugh along.

"Well now that we know what to work on this should be much easier, let me show you." Morning Dew then spreads her own wings a begins to fly, rising gently into the air, speeding up slightly as she flies in a circle, then she flies downward only to hover above the clouds for a moment before landing easily. The young filly looks on with a smile.

"That was pretty good, now let me try."

The practice continues for sometime with the filly gradually getting better and better, though her impatience led to a couple more crashes. after a couple hours the practice draws to a close with one final attempt. The little filly soars quickly before zooming back down, just before hitting the clouds she tilts her body and flaps her wings to keep her in air then flaps them slower and slower until her hooves touch the clouds and she puts her wings to her sides. The filly beams at Morning Dew.

"I did it! I totally did it!" Morning Dew can't help but get excited along with her.

"You certainly did, I'm impressed."

"Thanks a lot for teaching me." The filly smiles but then looks at Morning Dew Sheepishly. "Sorry I head-butted you a few times."

"Oh no harm done. Actually I was wondering, I hadn't seen you in a couple days. Why is that?"

"Well the thing is." The filly sighs. "I was embarrassed cause I did need help learning to land but when I tried to ask you about it I chickened out and ran away. I finally decided to try again today."

"I figured it was something like that." Morning Dew smiles. "That's why I offered to teach you today, so you wouldn't have to ask yourself."

"Thank you." The filly says embarrassed.

"But why did you need me to teach you anyway?" Morning Dew inquires. "I'm sure one of your parents could have helped you."

"Their just busy ya know?" The filly answers unsure. "I gotta get going, maybe we could do this again sometime Ms.-" The filly's eyes open in surprise. "I actually don't know your name.

"Same to you." Morning Dew says surprised. "Well, then allow me to introduce myself, I'm Morning Dew."

"My names Rainbow Dash." The little filly answers with a smile. "See you some other time Ms. Morning Dew." And then she takes off. Morning Dew just watches her leave again, the memory of Rainbow Dash's perfect landing and her following joy replaying in her mind. Morning Dew begins to walk home with a spring in her step and a warm feeling in her heart.

_________________________________________________________________________________________________________________________________________________________________________________________________________________

THREE DAYS LATER

"You can't be serious!" Rainbow Dash erupts with explosive laughter. Her and Morning Dew are sitting on a bench in the park enjoying ice cream cones after another flight lesson, which has become something the two have decided to do often.

"I'm serious." Morning Dew answers while giggling a little. "My braces were huge when I was a kid, it looked so bad it was like my teeth were covered in barbed wire." Morning Dew just smiles as the small filly laughs uncontrollably. However the laughter stops when her ice cream falls out of the cone and splats on the ground. Rainbow Dash looks at her cone forlornly before looking at Morning Dew with a pleading face.

"Oh no you don't. I told you I was only buying you one." Morning Dew says sternly. "I'm your teacher, not your babysitter."

"Aw come one Morning Dew." Rainbow whines. "I thought we were friends."

"Oh really? Friends are we?" Morning Dew laughs. "Do you often try to get your friends to buy you stuff?"

"Only if they have a job and lots of money." Rainbow answers honestly. causing Morning Dew to laugh.

"You know Rainbow Dash." Morning Dew begins as she leans back into the park bench. "I hate to admit this, but you're probably one of the best friends I've had."

"Wow." Rainbow says in surprise. "That's like, really sad. You should get out more."

"Oh please don't start." Morning Dew groans. "My mother tells me that all the time." Rainbow Dash grins at her.

"Well I could let it go if you got me more ice cream."

"Here, have mine, I haven't eaten any yet." Rainbow accepts the ice cream greedily and begins eating it while Morning Dew shakes her head.

"Come on, lets shift gears, you're hoping to get your Cutiemark soon right? You're at about the same age I got mine."

"Yeah, I just know it's gonna be something really cool." Rainbow says with enthusiasm.

"Like mine? I'm rather fond of it." Morning Dew asks, Rainbow looks at her Cutiemark and shrugs, Morning Dew's Cutiemark only being an image of some water droplets.

"I think I'd want something cooler than that, no offense." Rainbow admits.

"Well good things come to those who wait. You're time will come Rainbow Dash." Rainbow looks at Morning Dew with a smile covered in ice cream.

"Thanks Morning Dew." Rainbow looks at the sun on the horizon and looks down cast. "I have to go, see ya later."

Morning Dew waves to Rainbow as she leaves and sits on the bench for a little while longer before standing up and heading home.

______________________________________________________________________________________________________________________________________________________________________________________________________________________

THE NEXT DAY

Morning Dew sighs to herself as she walks down the streets of Cloudsdale. Unsure of what she'll say to Rainbow Dash today but positive that today she'll get something out of the young filly. Morning Dew is interrupted from her thoughts by the sound of a pony shouting down the street.

"Get back here you little thief!" A blue Pegasus stallion shouts as he chases a small filly from his store. Upon seeing the filly's scruffy rainbow hair Morning Dew rushes over immediately.

"Rainbow Dash! What is going on!?" Morning Dew shouts, drawing both the filly's and stallion attention. Rainbow Dash looks frantically from the shop owner to Morning Dew before running over to Morning Dews side.

"Mom! I'm so glad you're here! I didn't mean to run off." Morning Dew just stares at the little filly in surprise, a light tint of pink coloring her cheeks in embarrassment. A huff from the shop keeper gets her attention.

"Are you this little thief's mother?" The Shop owner asks with a glare. Morning Dew, who had been confused at best suddenly feels a surge of anger and targets her own glare at the shop keeper.

"Rainbow Dash is not a thief!" Morning Dew erupts with more force than she expected, The Shop owner takes a step back in surprise. Morning Dew turns away from the shop owner and looks at Rainbow Dash. "Can you explain what happened?"

"I was just looking, honest." Rainbow says slowly. "I went into the store and saw this awesome poster of the wonderbolts so I wanted to get a closer look at it, I just touched it for a second before this guy started calling me a thief." Morning Dew raises an eyebrow and looks at the shop owner, who starts stammering.

"W-Well I mean, I-It's a very rare item so I was just worried that-" Seeing the anger on Morning Dew's face made the shop keeper reconsider explaining what accusations he'd thrown at the child. "Perhaps I was mistaken, maybe I could make it up to-"

"It's fine." Morning Dew dismisses quickly. "You go to your store and we'll forget we ever met." Morning Dew turns her attention back to Rainbow Dash. " I was worried about you Rainbow Dash. Let's get going." Rainbow Dash slowly follows Morning Dew as she leaves and the shop owner returns to his store.

Later, Rainbow Dash and Morning Dew are sitting on a bench in the park, the filly is silent while the grown mare is trying to think of how to approach the situation.

"Alright Rainbow Dash." The Filly looks at Morning Dew sheepishly.

"You mean that uh, whole mom thing? I sorta panicked. I wanted that guy to leave me alone cause I didn't do anything." Rainbow Dash laughs nervously. "Really glad you showed up." Morning Dew sighs.

"Where are your parents Rainbow Dash?" Morning Dew decides there's no room for beating around the bush. Rainbow looks away.

"Their you know, busy-"

"Rainbow Dash, I need you to be honest with me." The filly just looks at the clouds below. "There's something you're not telling me."

Morning Dew sighs as she looks forward, not really looking at anything in particular. "You're a good kid, but it worries me that I don't know you're parents. Makes me feel a little weird."

"I know." The Filly sighs. "Does this mean we can't hang out?" Morning Dew frowns and looks away.

"Maybe, it could be bad if anypony realized we're not related. "Morning Dew turns to Rainbow Dash. "Rainbow Dash, I need you to talk to me."

"I know..." Rainbow grumbles. "Ok, I'll tell you." Rainbow glances at Morning Dew from the corner of her eyes. "I don't have parents ok? I live in the cloudsdale orphanage and sneak out a lot." Rainbow looks away again as Morning Dew just looks at her.

"I see." Morning Dew says after a minute of silence. "That explains somethings I guess. You usually seem in good spirits though, except now."

"I don't like telling ponies about it." Rainbow grumbles. "I don't need them feeling sorry for me."

"Somehow I knew you'd say that." Morning Dew chuckles. "I can't believe nopony has adopted you yet." She says with a smile as she ruffles the filly's hair. Rainbow Dash pushes her hoof away but smiles anyway.

"It's fine, I don't wanna be adopted by anypony anyway."

"Why not Rainbow Dash?" The filly smiles.

"Cause no other adult would be as cool as you." Rainbow explains simply. "I mean, I beat you in coolness by miles but you put up a good effort."

"Flattery won't do you any good." Morning Dew says with a smile. "But I'll tell you what. If you'll be honest about stuff like this with me from now on, we can keep doing our practices ok?" The filly nods her head and Morning Dew taps her chin in thought. "Though maybe I should talk to the owner of the orphanage about what's been going on. It'd probably be the right thing to do."

"What?" Rainbow says alarmed. "But I'll get in big trouble if she finds out I've been sneaking out so far away. I always sneak out from my room and they never know I'm gone."

"Rainbow Dash." Morning Dew says sternly. "You shouldn't be breaking the rules so often, I think you should fess up. If you explain yourself and apologize, she might take it easy on you."

"Aw seriously?" Rainbow pouts. "Don't act like such a mom, I mean I'm guessing about that but still." Rainbow sits and pouts for a minute, not noticing Morning Dew had looked away, the light pink again on her cheeks.

Morning Dew looks up and surveys the horizon. "It looks about time for you to get heading home isn't it?"

"Yeah I gotta go." The Filly reluctantly picks herself up off the bench and prepares to take off, she quickly looks back at Morning Dew. "I'll talk to the head of the orphanage tonight." Rainbow Dash smirks. "You'd probably nag me until I did anyway. Bye for now!" Rainbow Dash takes off, leaving Morning Dew alone with her thoughts.

Morning Dew watches Rainbow Dash leave, but her mind is elsewhere, gears spinning in her head. As she picks herself up from the bench and begins walking home new thoughts enter her mind, thoughts and ideas she'd never even considered until Rainbow Dash had uttered a single three letter word that starts with M.

These thoughts haunt Morning Dew the remainder of the day and as she prepares for bed that night she has one final thought. She can't help but think her cloud home feels somewhat empty, like somethings missing.

___________________________________________________________________________________________________________________________________________________________________________________________________________

THE NEXT DAY

Morning Dew walks down the streets of Cloudsdale, her hooves feeling like iron as her body slowly trudges along. She attempts to stay positive but a small doubting voice attempts to make her see reason.

"What am I doing? This is crazy."Morning Dew thinks to herself as she continues walking. "I can't believe I'm considering this. Is this something a normal pony does on her day off? Of course not!"With every thought Morning Dew becomes more and more sure that she clearly didn't think this through. Halting her trudge Morning Dew turns to look at a large building now in front of her, a sign hangs above the door with only two words.

CLOUDSDALE ORPHANGE

Morning Dew gulps in fear as her doubts kick into high gear.

"This is never going to work, There's no way I'm a good enough guardian for a filly. Morning Dew battles with her inner thoughts until the door to the orphanage suddenly opens, with a pink Pegasus mare with mint green hair tied up in a bun walking out while holding a bag of trash, probably going to dump it. The mare blinks at Morning Dew a couple times.

"Hello ma'am. Can I help you?" Morning Dew, realizing her choice to go in or not had been taken away.

"um, yes, yes you can. May I come in?"

"Certainly, let me just take care of this and we can get started."
_______________________________________________________________________________________________________________________________________________________________________________________

TWO MINUTES LATER

"Really? You're hoping to adopt?" The Owner says with excitement. "I'm so glad to hear that, we have so many wonderful children here who could use a good home."

"Well, the thing is-" Morning Dew begins, only to be cut off by the head of the orphanage, 'Soothing Song' according to the name plate on her desk.

"Now obviously adoption takes sometime and raising a child isn't easy." Soothing Song continues. "But I'm more than happy to help in anyway I can."

"Thank you, but I was-" Morning Dew tries again but Soothing Song starts up again.

"Perhaps I should let the children know you're here? They could all gather together in the dining hall and you could meet them, I just love that moment when a prospective parent meets their future child. Always gets me right here." Soothing Song weeps slightly while she puts a hoof to her chest and wipes her tears with her other hoof..

"That won't be necessary." Morning Dew assures her, she then raises a hoof to cut her off before she begins talking. "I'm actually here for a specific filly, her name is Rainbow Dash." upon hearing the name Soothing Song opens her eyes wide.

"Rainbow Dash?" She asks. "How do you know her?" Suddenly something clicks in her mind. "Wait, you must be that mare she told me about!"

"What do you mean?" Morning Dew asks confused.

"Well, the strangest thing happened last night. Rainbow Dash came into my office to talk to me and she told me she'd been sneaking out to go into town a lot. She even apologized for it" Soothing Song then smiles. "But then she told me about this mare she met who'd been teaching her flying tips and tricks. I'd never seen Rainbow Dash so happy as when she was talking about that mare." Soothing Song practically dances in place. "Oh and you must be that mare, you are aren't you? And if you really do want to adopt her, it's just." Soothing Song's eyes begin to water. "It's just so beautiful I can hardly stand it!"

Morning Dew stares at Soothing Song in disbelief. "Well, yes, that was my idea. I want to adopt Rainbow Dash."

"That's fantastic!" Soothing Song cheers. "Oh, moments like this are why I love my job." Soothing Song sighs before looking a little more serious. "Now as great as I find this, you need to understand that adoption is not an easy or short process, you can't just come in and take a child because you have a connection, there are rules and procedures to follow. This process could take months, are you prepared to wait that long?"

Morning Dew thinks for all of half a second. "Yes I am. I feel like Rainbow Dash deserves a chance at a happy life and if I could be the one who gives it to her, then I will do all I can."

"Good answer, so why don't we get started?" Soothing Song then has a thought. "Do you want to tell Rainbow Dash about this? It'd likely be rather exciting for her."

"I don't know anything for sure yet." Morning Dew answers. "Until I know for a fact I will be able to adopt her I don't want Rainbow Dash to know about this. I don't want to give her false hope."

"I understand." Soothing Song says with a smile. "I'll see what I can do about getting everything filed through quickly."

And so began the longest wait of Morning Dew's life, a background check, a home inspection and a discussion on her finances are all required, along with days of waiting for replies and various paperwork to do. At the end of all her work Morning Dew has a new respect for how through the adoption services are in Equestria.

________________________________________________________________________________________________________________________________________________________________________________________________________

MUCH LATER

Morning Dew walks into the Cloudsdale Orphange with a big smile on her face. After everything she's done she feels really confident about today. And even with as tempting as it had been to tell Rainbow Dash her plan during a practice she'd manage to keep her secret. As she enters the building she sees Soothing Song waiting for her and looking excited.

"Morning Dew, So glad you're here! Everything is done and we're finally ready."

"So, does that mean Rainbow Dash is-"

"Well there is still one more thing." Soothing Song says. "We'll need to tell Rainbow Dash you intend to adopt her." She then chuckles.
"Obviously we'd normally do that sooner, but since you insisted on waiting I'll talk to her now."

"Ultimately it's up to the child. All the paperwork won't help if the child doesn't want to go with you. Not that I'm worried about that." Soothing Song sighs happily. "I'll go get Rainbow Dash, please just wait here."

Morning Dew waits as Soothing Song leaves, thoughts running through her head. Joy and fear, excitement and apprehension. She's never been more worried or more excited. However, her smile vanishes when she sees Soothing Song run back into the room looking frantic.

"She's gone!" Soothing Song shouts. "Rainbow Dash flew off!" Morning Dew suddenly finds it hard to breath.

"What do you mean? Why would she leave?"

"I tried to tell her you were here to adopt her. But she must not have realized I was talking about you, she got upset and flew out the window. I have no idea where she went." Both grown mares begin to panic, Morning Dew takes a deep breath and tries to think.

"I'll go find her Soothing Song, just wait here. I think I know where to look." Morning Dew says before she leaves. Soothing Song starts pacing as the other mare leaves.

Morning Dew spreads her wings and takes off quickly, soaring high and fast as she searches for the little filly. Surveying the ground she see's a small dot in the park, recognizing the multicolored mane of her little filly she soars down immediately and lands next to the bench she's sitting on.

"Wow! Morning Dew, you surprised me!" Rainbow Dash exclaims. "Wait, Morning Dew! Maybe you can help me!" Rainbow hops off the bench and runs up to Morning Dew.

"Soothing Song was trying to let somepony adopt me! Then we wouldn't be able to hang out! You gotta do something!" Rainbow Dash says frantically. Morning Dew just laughs.

"You are such a silly filly." Morning Dew says while rubbing her head. "You should let ponies finish talking before reacting."

"Huh? What are you talking about?"

"Rainbow Dash, it wasn't just some random Pony there to adopt you." Morning Dew says with a smile. "It was me."

Rainbow Dash stares at Morning Dew in disbelief, slowly a huge smile forms on her face "REALLY!?" She shouts. "Are you serious!?"

"Settle down Rainbow Dash." Morning Dew says. "We still need to make it official. Can you come back to the Orphanage with me?" Rainbow Dash nods quickly and both mares fly off together.

_____________________________________________________________________________________________________________________________________________________________________________________________

ORPHANAGE HEAD OFFICE

"Whew, you gave us quite the scare Rainbow Dash." Soothing Song says with relief as she sits behind her desk with Morning Dew and Rainbow in front. "But maybe we can do this now." Soothing Song smiles at Rainbow Dash. "Rainbow Dash, Morning Dew would like to adopt you. It's your decision, but how do you feel about that?"

"Are you kidding?" Rainbow Dash shouts. "That would be so awesome!!"

"I'm very glad to hear that." Soothing Song says with a smile. "This will be over with quickly."

The meeting doesn't last long as all the work had been done already, soon Morning Dew and Rainbow Dash are in the foyer of the Orphanage with Soothing Song.

"Morning Dew, thank you for taking care of Rainbow Dash. I know you two will be happy." Soothing Song says with a big smile. "I'm overjoyed I can now say you are Rainbow Dash's legal guardian." Soothing Song practically sings.

"Thank you Soothing Song." Morning Dew says with a light bow. "Come on Rainbow Dash, I have a room at home just for you." And with a final thank you to Soothing Song then New Mother and Daughter leave together with a smile.

Morning Dew gives a contended sigh as her and Rainbow walk home.

"Ok Mom, I'll race you home!" Rainbow Dash shouts before taking off into the sky. Morning Dew just sighs as her daughter soars off. That thought causes her to stop for a moment in shock.

"My Daughter." She whispers with a smile growing on her face. She watches as Rainbow Dash flies in the sky and sighs a big happy sigh. "My Little Dashie." But then she opens her eyes wide and shouts at the sky. "Rainbow Dash! You don't know where my house is!" Morning Dew then flies up to try and catch Rainbow Dash.

Mother and Daughter fly in the sky, laughing together for the first of many times. Morning Dew thinks about the future, and how she no longer has any doubts, the world seems brighter as she soars through the sky. Morning Dew catches up to the little filly and hugs her while they fly. Neither Mare nor filly can wait to get home.

Author's Note

This is the first Bonus Chapter for my story, please let me know what you think of it and if I should make anymore in the future. In fact, if you have something you'd like to see in a future Bonus chapter let me know and I might use it. Thanks for reading.

Rarity:Assistant Flight Coach?

"I'm sorry Darling, I must have misheard you." Rarity says with an uneasy laugh. "I could have sworn you asked me, a unicorn, to teach Scootaloo, a Pegasus, how to fly." She laughs again. "Something I'm sure I don't need to remind you, I can't do."

"No, no, I don't want you to teach Scoots how to fly." Rainbow Dash assures. "I want youto help me teach her how to fly."

"Rainbow Dash." Rarity groans. "When you proposed this in front of the spa you said it wasn't going to be a big deal."

"To be fair, that's what I said the last time I needed a favor and now you're my Marefriend." Rainbow shrugs. "But that's beside the point, this really isn't a big deal, I'll handle all the teaching and practicing."

"Then why am I even here?" The Fashionista questions.

"In case I miss something." Rainbow answers simply, then begins surveying the hill without noticing Rarity's raised eyebrow. "So, I guess I should go over what I wanna do today, come on Rare." Both mares begin walking around the hill, discussing the training plans.

__________________________________________________________________________________________________________________________________________________________________________________________________________________

CUTIEMARK CRUSADER'S CLUBHOUSE

"I have a serious question." Scootaloo says with a baffled expression while looking around the clubhouse.

Scootaloo looks over at Sweetie Belle as she tiphoofes her way around a sleeping nest of snakes(Non-Poisonous) while balancing a tea tray on her head, a crudely made pair of shoes making both tasks difficult. Looking at Applebloom , Scootaloo sees her fellow crusader wearing a green clown wig and red nose while holding a pocket watch and standing on a box of maple syrup. Scootaloo herself is covered in flour while holding a pair of cymbals with dripping painted pictures of apples on them. Scootaloo puts the cymbals down before throwing her front hooves in the air in exasperation.

"What in the world were we even trying to earn??"

Applebloom looks behind herself to see a group of ants walking in circles around a chess board with small blocks of wood carved slightly in the shape of the games pieces. "I honestly got no idea." The youngest Apple mutters.

"I think we had a lot of ideas." Sweetie Belle whispers as she finally escapes the nest of snakes without waking any. "But we only had so much time before Scootaloo's practice so we combined them all." A glance around the clubhouse causes the young unicorn to frown. "I uh, I think things got away from us a bit."

"Oh that's right." Scootaloo says in alarm. "It's almost time for my practice, We should get going."

"Uh Scootaloo." Applebloom interrupts. "Ain't you forgettin' the wall?" The young cowpony asks, causing Scootaloo to look at the doorway of the clubhouse, only to see it blocked by a wall poorly yet somehow sturdily constructed out of rocks and sticks. "Sides, we're gonna need to clean this place up." Applebloom concludes while looking at the mess around the small building.

"Aw man, what do we do? This place will take forever to clean." Scootaloo pouts.

"Well maybe we can handle it." Sweetie Belle offers. "If you're careful you can get out by using the window, then me and Applebloom can clean up while you're at practice."

"Are you sure it's ok?" Scootaloo asks with hesitation, she looks to both of her friends who nod. "Thanks, you girls are the best!" She exclaims as she makes her way to the window but turns around before leaving. "Hey, don't clean up the whole place ok? I'll finish up after my practice as a way of saying thanks." And with that promise Scootaloo hops out the window and heads towards a hill outside town.

"Applebloom." Sweetie Belle whispers while looking uneasily at the green and scaly floor. "These snakes look really comfortable, what do we do?"

"I don't know about you Sweetie Belle." Applebloom says with a shrug. "But I'm gonna leave that one up to Scoots."

______________________________________________________________________________________________________________________________________________________________________________________________________________________

A HILL OUTSIDE PONYVILLE

Eagerly Scootaloo barrels up the hill, though the run from the clubhouse was long, Scootaloo's excitement at her up coming lesson has caused her body to ignore any fatigue. Running at incredible speeds for her size Scootaloo makes it to the top of the hill, only to come to a screeching halt just before running into somepony. Scootaloo blinks at couple times in confusion at being face to face with a snow white unicorn.

"Oh hello there Scootaloo, how are you dear?" Rarity asks with a smile to the perplexed Pegasus filly.

"Oh hi Rarity." Scootaloo says awkwardly. "Uh, what are you doing here?"

"What a coincidence, I was wondering the same thing myself." The Fashionista says with a little giggle. "But Rainbow Dash simply insisted I be here."

"She did?" Scootaloo tilts her head. "Why?"

"She thinks I can help with your practice somehow, so I shall do my best to do just that."

"Well ok, if Rainbow Dash thinks it'll help." Scootaloo says hesitantly.

Well, that's about what I expected. She sounds about as confident with this as I do. Rarity thinks to herself. Before any conversation can continue a loud voice comes from the sky.

"I'm back!" Rainbow Dash shouts as she lands with a thud in between the two other ponies creating a dust cloud. When the dust settles Rainbow Dash can be seen holding four traffic cones stacked together.

"There you are Rainbow Dash, you really shouldn't fly off without a word like that." Rarity scolds in a friendly way.

"My bad. Hey there Scoots, glad you're here." Rainbow Dash walks over and ruffles the filly's hair, she then looks behind her pupil. "No entourage with you today Squirt?"

"They had some things to take care of, so it's just me today." Scootaloo explains.

"Well, ok. Anyway Scoots, I see you've met my Assistant for today" Rainbow Dash says with a smile at Rarity. Scootaloo puts on a fake frown.

"Aw man, you brought your Marefriend? You two aren't gonna make out the whole time are you?" A moment of silence follow that comment before Scootaloo and Rainbow Dash begin laughing like crazy. Rarity just looks away in a huff.

"Well I never."

"Relax Rare, it's ok." Rainbow says as her laughs subside, she then looks at the young Pegasus. "Alright Squirt, it's time for business, let's get all the jokes out of our system cause this training is gonna be serious...... Probably."

"Let us skip any jokes that will be made at my expense please." Rarity says with slight annoyance in her voice. Scootaloo looks between the mares before settling on Rainbow Dash.

"We should just get started then." Rainbow lets out a little chuckle before signaling both ponies to follow her as she heads down the hill. She places two traffic cones down a distance apart before flying a ways down and placing the other two, She then returns to her two companions.

"Alright, let's get started. Before anything else Scoots, we're gonna do our warm ups. Show me what you can do."

Scootaloo stretches her wings a few times before dropping to the ground, then she flaps her wings before having them touch the ground. Finally with some effort Scootaloo uses her wings to push herself a little bit off the ground, she goes back down and then pushes back up. Rainbow Dash and Rarity just watch, Rarity recognizing the action as similar to push-ups but with her wings instead.

Scootaloo continues her wing-ups, as Rarity assumes their called, for awhile, eventually Scootaloo stops and stands back up with heavy breaths, considering the small size of her wings Scootaloo's total count of fifty wing-ups is impressive.

"Not bad Scoots, that's five more than last time." Rainbow Dash remarks. "Your wings gotta be tired though, so we're gonna give them a break for right now. That's where these cones come in." Rainbow Dash gestures to the cones she set up.

"Training today is really going to tire your wings so when you're to tired to train those, we're gonna train the rest of you." Rainbow explains as her and Scootaloo stand next to the closer of the cones. "These two mark the starting point, while the other two mark the end, going back and forth between the cones in gonna be a lap. We'll do three laps together, then we'll move on to our next wing exercise."

Rarity had to admit it was an interesting idea, train your wings till your exhausted then train your body until your wings are better. The Fashionista stood back and watched as the two Pegasus stood at the starting markers ready to run. But Rainbow Dash got out of her ready position and looked at the pale unicorn with a raised eyebrow.

"Rare, you waiting for an invitation or something?" The ace flier inquires.

"Um... What do you mean Darling?" Rarity responses with confusion.

"You're my Assistant Coach right? So you're part of this too."

"Oh no, no, no. I'm perfectly fine right here." Rarity assures. Scootaloo giggles.

"Come on Rarity, you chicken?" Rarity glares at the young filly. "bawk bawk bawk." Scootaloo mocks.

"I am not afraid of your little track." The Fashionista huffs. "I'll have you know I participated in the Sister Hooves Social, which was an obstacle course of sorts."

"That's great." Rainbow Dash says with a smile. "Then this should be a breeze, come on." Rarity just eyes both Pegasus before sighing and walking over to the start markers.

"Oh very well, but I'll only run one lap." Rarity claims with defiance as she gets ready to run.

All three ponies take there places and wait for a few moments, and though no signal was given all three take off at the same time. Rainbow Dash easily takes the lead at first, quickly gaining distance from the other two, Rarity tries her best to keep up but stays behind as she runs neck and neck with Scootaloo. The three ponies near the end markers with Rainbow arriving first and quickly turning to head back, Scootaloo arrives next with Rarity right behind, while trying to turn around Rarity's perfect mane falls out of place and covers one of her eyes. The Fashionista tries to continue but her lack of vision keeps her from running to quickly, getting frustrated Rarity uses her magic to throw her hair out of the way only for her jaw to drop as Scootaloo has gained a tremendous lead on her. Narrowing her eyes Rarity makes her legs go faster as she sprints to catch the filly, Rarity barrels ahead and catches up right as Scootaloo begins to turn for the second lap. The Fashionista skids to a stop at the markers as her and Scootaloo exchange a glance, both look out to see Rainbow Dash maintaining her lead. To the surprise of both ponies Rarity gives a nod and Scootaloo grins as the Fashionista runs off toward the end markers with the young filly close behind.

What had started as a simple three lap exercise quickly evolved into a full-blown race. Rainbow Dash, becoming wary in the ninth lap looks back quickly to see that Rarity and Scootaloo were continuing to close the gap, the determination on both ponies faces pushing them to keep running faster. Turning at the end markers and hurrying back Rainbow Dash pushes herself harder, When she makes it back to the start markers to start lap ten she's surprised to see both other ponies hot on her trail. Though no rules had been stated all three racers knew this was it as they rush forward as fast as their legs will carry them. Rarity, her hair blowing behind her and a slight smile on her face
skids to a halt while turning around at the end markers. Rainbow and Rarity are neck and neck as they take off like rockets towards the finish line. Rarity continues running, her smile growing the closer the finish line gets, a sudden weight on her back surprises her for a moment before she feels another weight jump off her head. Both mare's jaws drop as they see Scootaloo bound of the top of Rarity's head and buzzing her wings as quickly as possible she gives herself some extra lift. The young filly lands on the ground and skids along it, passing the starting markers mere seconds before the older ponies cross it themselves.

"Wow, That was awesome Scoots!" Rainbow Dash exclaims with pride as she ruffles the little filly's hair.

"Most impressive Scootaloo." Rarity says while using her magic to straighten her mane. "Such a shame we have no prize to give you."

"Don't worry, I've got an idea." Rainbow Dash says with a wink. "But for right now lets just back to practice."

And as the practice continued whenever Scootaloo's wings got tired another race was had, no definitive winner was shown though as Scootaloo won some races, Rainbow Dash won others and Rarity to her own delight won some too. She runs across the finish line at the end of the final race of the day.

"Oh dear Darling, this really isn't your day." Rarity says in a teasing voice. "You've lost to both your pupil and your marefriend."

"Hey, that's fine by me." Rainbow says in a calm voice. "You know if I used my wings you'd stand no chance."

"Oh just let us savor this Rainbow Dash." Rarity pouts. "When else will me and Scootaloo get the chance to say we won a race against you?"

"I don't know about you girls." Scootaloo pants heavily. "But I feel great! And tired." Rainbow uses her wing to steady Scootaloo and chuckles.

"That's alright Scoots, our next activity isn't to stressful."

"Next activity?" Rarity asks. "Rainbow Dash we talked about the practice before Scootaloo got here. I thought we'd done everything we talked about."

"Oh we have." Rainbow says with a nod. "This ones a surprise." The Ace Flier looks to her pupil.

"Scoots, you remember when Derpy interrupted out last practice and I had to go to Cloudsdale?" The filly nods her head. "Well before she showed up I said I had one last thing for you that practice. Well this is that thing." Rainbow Dash leads her two companions up the hill until all three are standing on the top.

"I'm really proud of how hard your working Squirt, but your wings aren't quite good enough to fly yet." Scootaloo looks downcast but Rainbow lightly bops her on the head to get her attention. "But I think their definitely good enough for this."

Rainbow Dash gestures and both other ponies look at where she points. All they see is the slope of the hill and grasslands. Rainbow Dash laughs at their quizzical expressions.

"Come on girls this is easy." Rainbow Laughs. "Scoots I'm gonna teach you how to glide!" Scootaloo looks at Rainbow with wide eyes.

"Really!?" The filly beams at her coach.

"You betcha Squirt. Now get ready, I'll give you some tips and show you how it's done." After a brief talk with her pupil Rainbow Dash readies her wings and jumps off the top of the hill, her wings catch on the wind and she floats down slowly and she moves forward, she lands a long way from the hill and then flies back. "You give it a try now."

Scootaloo beams at the two mares with her before readying her wings and leaping off just like Rainbow Dash did. Only to fall down and tumble down the hill. Scootaloo picks herself up and heads back up the hill, she readies herself again only to fall again. Scootaloo continues persistently to get gliding right, sometimes she just falls, others she tries flapping her wings only to fall and only occasionally does she glide for a foot or two before inevitably falling down once again. No matter how many times she tumbles down the hill, Scootaloo picks herself up and tries again. Eventually, with a concerned look that Scootaloo doesn't see Rainbow Dash blows her whistle.

"Alright Scoots, we're gonna take a short break then get right back to it." Rainbow announces, Scootaloo nods and lays down on the hill, Rainbow Dash signals Rarity and the two older mares move a distance away to talk.

"Rainbow Dash is something wrong?" Rarity asks upon seeing her face.

"I don't get it Rare, training was going so well today and Scoots wings work just fine, she can even hover a bit now." Rainbow mumbles. "She should be able to glide and if I can help her do it she'll be so close to flying."

"Well you're the expert here." Rarity says. "Do you have any idea what could be wrong?"

"I got nothing." Rainbow grumbles in defeat. "Her wings are good, she's determined, she wants it more than anypony I've ever met and she's trying so hard. I can't figure it out." Rainbow just scratches her head as Rarity ponders the predicament.

"She is trying so hard." Rarity whispers while looking at Scootaloo lay on the grass. The Fashionista raises an eyebrow and shrugs. "Maybe she's trying to hard?" She offers, a suggestion the Rainbow immediately scoffs at.

"Are you kidding? Trying to hard? What does......that......even.........mean....." Rainbow trails off as she talks, her eyes becoming distant as if she's thinking about something long ago. Slowly a smile begins to form on her face. "Well how about that, She's overthinking it." Rainbow's smile grows as her voice rises. "She's trying to hard because she's overthinking it!" Rainbow looks at Rarity with a grin. "She's Overthinking it don't you get it!" Rarity just looks at her confused, then her eyes widen when Rainbow grabs her shoulders.

MWAH! Rainbow delivers a quick kiss to Rarity's cheek. "Rarity you beautiful mare that's it! I'm so glad I brought you!" The flight coach then runs over to her pupil leaving the now beet red unicorn alone.

"Scoots stand up! I've got it!" Rainbow exclaims, causing the filly to jerk up in surprise.

"Huh? Got what Rainbow Dash?" Scootaloo asks.

"You my little friend are overthinking this whole thing." Rainbow Dash announces. "Gliding isn't really something you need to think about, it's the wind and gravity at work, so I have a plan."

Rainbow Dash smiles at the little filly. "I want you to try again, but this time, don't think about anything. You can't think about 'oh I hope I get it this time' or 'maybe if I move my wings that'll help' or especially 'I need to do this or I'll never fly' " Scootaloo just stares at her coach who has apparently been reading her thoughts.

"But Rainbow Dash, how am I supposed to not think?" The filly asks in confusion.

"Hmm, how to explain this." Rainbow mumbles while racking her brain, she looks around and her eyes fall on Rarity, she smiles a big smile as a light bulb goes off in her head. "Thanks Rare! You've done it again!" Looking away from the perplexed unicorn Rainbow looks at the perplexed filly. "I wanna tell you a story Scoots."

Rainbow Dash sits down and Scootaloo moves closer to listen, Rarity almost sits down but one look at the ground convinces her to keep standing.

"I've told you about when I did the Sonic Rainboom at the Best Young Fliers competition right?" Rainbow asks her pupil.

"Yeah, you saved Rarity andthe wonderbolts! It's such a cool story!" Scootaloo says with enthusiasm.

"Yeah, it was pretty cool." Rainbow says with pride, she then coughs and returns to her story. "But here's the thing Scoots, before I did that, I was scared, stuff I should have easily been able to do during my routine I kept messing up."

"Wait, you were scared?" Scootaloo asks with wide eyes. "You messed up?"

"Well yeah, I'm not perfect Squirt." Scootaloo just stares at Rainbow Dash, clearly not believing her. "Trust me ok?"

"The thing is, I couldn't do the Sonic Rainboom cause I was psyching myself out, I kept thinking about what'd happen if I messed up or failed. I was so worried about what ponies would think I just couldn't do it."

"But then I saw Rarity falling." Rainbow's voice taking on a more serious tone. "What ponies thought, whether I could do the Sonic Rainboom or not, that didn't matter anymore, I had to help Rarity, I had to save her.. And the Wonderbolts." Rainbow looks at Scootaloo with determination. "That's why I could do it, I wasn't thinking about what could go wrong, I was focused, focused on one thing, saving the life of somepony I care about." Rarity watches the Pegasus talk, a faint hint of red still on her cheeks.

Rainbow Dash stands up with a smile. "When you think to much about what could go wrong it's actually more likely it's gonna happen. You gotta stay focused Scoots, I want you to try gliding again, I'm gonna be with you. Just focus and you're gonna do fine." Rainbow Dash walks over to the edge of the hill. Scootaloo stares after her coach, looking nervous.

"Scootaloo dear, what's wrong?" Rarity asks while walking up to the young filly. "I would think you'd be rather inspired right now."

"Well, it's just that-" Scootaloo looks away. "-What am supposed to focus on? What if I mess up again?" Rarity raises a hoof and waves it slightly.

"Tut, tut, tut. None of that." Rarity jokes. "Come now Scootaloo. Just do your best, me and Rainbow know you can handle this."

"Thanks Rarity." Scootaloo smiles, then beams at Rainbow Dash. "I'm coming Rainbow Dash!"

Mare and filly stand together on the hill, Rainbow Dash hops off and flaps her wings to begin hovering in front of her pupil, with encouraging words from her coach the filly hops off to, focusing on Rainbow Dash the filly's wings instinctively move to catch the wind. Scootaloo faces forward, looking at her coach as the older mare urges her on. Scootaloo doesn't feel like much time passes before her hooves touch ground, bracing herself for the tumble down the hill Scootaloo closes her eyes, only for the tumble to never come. Scootaloo opens her eyes slowly and sees flat ground around her and Rainbow Dash. Blinking in disbelief Scootaloo turns around and her jaw drops, the hill she used to be on was far behind her, she'd landed past the end markers for the race from earlier.

"Wow." The Filly whispers in amazement. She feels her hair being ruffled while Rainbow Dash laughs.

"That was impressive Squirt." Rainbow beams to her pupil. "I'm proud of y-"

"Scootaloo!" Both Pegasus turn to see a snow white unicorn running quickly toward them. Rarity skids to a halt in front of them. "Scootaloo that was amazing! You're incredible!" The Fashionista exclaims with a wide smile.

"Thanks you guys." Scootaloo says with a smile. "This was the best, most fun practice ever!" The filly beams at both mares. Rainbow Dash smiles but raises an eyebrow.

"We're not quite done yet Scoots." Rainbow announces, she gestures back to the hill when her two companions look at her. "Don't you wanna try gliding without my help?" All three ponies smile as they race back to the hill one more time.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________

THIRTY MINUTES LATER: IN FRONT OF THE PONYVILLE ORPHANAGE

"I still can't believe I did it!" Scootaloo exclaims, her wings buzzing with excitement and lifting her slightly off the ground.

"I'm proud of you Squirt." Rainbow Dash says with a smile.

"It was very impressive Scootaloo." Rarity compliments.

"Thank you for everything Rainbow Dash." Scootaloo looks at Rarity. "You too Rarity, I had an amazing time."

"You get some rest Scoots, you've had a big day." Rainbow Dash says while ruffling the little filly's hair. Scootaloo tries to wave her off but a yawn stops her, her exhaustion from the work out today catching up.

"Thanks for walking me home." Scootaloo says with a groggy voice. "I'm gonna get some sleep now." Scootaloo waves goodbye and heads inside, she pauses before the door fully closes and looks at Rarity. "Oh Rarity, tell Sweetie Belle I'll clean the clubhouse first thing in the morning." Rarity nods and Scootaloo closes the door, Care Giver can just barely be heard welcoming her back.

Rainbow Dash and Rarity begin walking, Rarity with some cheer in her step. Rainbow Dash chuckles and bumps the Fashionista.

"See? I knew you'd have fun."

"Well I'm not sure I'd call this romantic, but yes, I did enjoy myself very much." Rarity says with a giggle. Rainbow Dash just rolls her eyes.

"Please, I'm the master of romance."

"Oh, yes indeed." Rarity teases. "Then we'll see what you do next time." Rainbow stares at her with a light red on her cheeks.

"Planning the second date already?" The ace flier asks with a small smile. Rarity looks away.

"Oh well, uh... Let's not get ahead of ourselves. So what now Rainbow Dash?" Rainbow scratches her head at that question.

"Hmm, well-" Rainbow Dash ponders, Suddenly a voice calls out to the two mares.

"Oh! Rainbow Dash! Rarity!" The two ponies in question turn to see Fluttershy approaching them, Discord trails behind with a pout.

"We just got back from visiting Morning Dew, how have you been?"

"Had a great day Shy." Rainbow Dash explains. "We helped Scootaloo learn to glide."

"That's so great." Fluttershy exclaims. "I bet she was bouncing off the walls." Both mares nod in agreement.

"So Discord." Rainbow Dash says, turning her attention to the Draconequus. "You met my mom huh? How'd it go?"

"Oh, just wonderful." The Chaos Lord says, his voice dripping with sarcasm. "Dashie your mother is positively demonic-" Discord coughs loudly. "I mean 'delightful'." Rainbow stares at Discord for a moment before just shrugging and returning her attention to Fluttershy.

"So what are you two up to now?"

"Well actually Discord offered to take me out to lunch." Fluttershy explains. "He said he was struck with the idea while we were in Cloudsdale and thought it'd be fun."

"Sounds good Shy, but I gotta go." Rainbow Dash announces. "I got some stuff to take care of in my house that I really gotta get working on."

"I suppose I should head out as well." Rarity comments. "I'd like to start working on some new dresses."

Each having their own plans, the three mares (and Discord) exchange goodbyes and then head off to their plans. Not long after, Rarity arrives at her Boutique, heading into her studio she sits down at a table to work on ideas. Almost immediately an idea sparks in her mind, levitating a pencil she carefully begins drawing lines on the paper. Memories of the wonderful day play in her head as she works, Rarity hums a happy tune as she gets lost in her work, idly thinking about what's in store for tomorrow.

Author's Note

While all in all, I'm very pleased with how this Chapter came out, I am worried about the end. I wasn't sure exactly how to end the chapter so I hope it was alright.

As always, thanks for readying and I hope you enjoyed. Any feedback would be appreciated.

Pinkie's Promise

"Rarity isn't here?" Twilight asks, Sweetie Belle just shakes her head.

Twilight had come to Carousel Boutique to speak with Rarity about an upcoming trip, she was going to visit her brother and Cadence in the Crystal Empire and wanted the Fashionista's advice on if she should wear anything.

"Rarity and Rainbow Dash left just a little bit ago." Sweetie Belle explains. "They went to Cloudsdale to visit Rainbow Dash's mom and tell her about their date."

"Right, the date." Twilight says with a blink. "I remember hearing about that. I assume it went well."

"Better than well!" Sweetie Belle exclaims. "Rarity's mane was messy when she came home but she didn't even fix it she was in such a good mood! Well, she didn't fix it right away anyway." Sweetie Belle hops in place and Squees in delight.

"You seem pretty excited about that." Twilight chuckles.

"How could I not be!? My sister is in a relationship I didn't cause with poison!" Sweetie Belle practically screams, causing the Alicorn to flinch.

"Umm, Sweetie Belle?" Twilight says slowly. "You do remember that their not really in a relationship right? I know Rarity explained the situation to you." Upon hearing the Princesses' words Sweetie Belle stops smiling and just stares at the older mare. Her face is as stoic as stone as she continues staring, unnerving the Alicorn before her, when she speaks her voice is as cold as ice.

"Don't mess with my OTP Twilight." Sweetie Belle warns, Twilight takes a single step backward.

"Uh, I'm sorry?" She mumbles unsurely. Sweetie Belle's face immediately brightens and she talks as if nothing just happened.

"Anyway, if you wanna see Rarity, you'll have to wait till later." Sweetie Belle informs with a smile, only for both filly and Princess to turn around at the sound of a voice.

"Miss Rarity is not here? I had hoped to speak with her." Turning around an earth pony stallion comes into view, he wears an expensive suit and his silver-like hair is pulled behind his head, a few strands curled to the side of his head. His eyes are hidden behind purple shaded glasses.

"Oh, I know you." Sweetie Belle announces. "You're one of those fashion ponies Rarity works with."

"My dear, I am not 'one of those fashion ponies' as you so simply put it." The stallion dismisses with a wave of his hoof. "If anything I am THE fashion pony. My name is Hoity Toity."

"That's right, I recognize you, from that fashion show Rarity put on." Twilight chuckles nervously. "The one where we designed our own dresses. At least the second one was better." At Twilight's words Hoity Toity puts a hoof to his glasses and lowers them slightly, making his eyes barely visible as he inspects the mare in front of him.

"Yes, you do seem familiar." Hoity Toity says as he moves his glasses back up. "You didn't have wings last time though." Twilight just stares at the fashion stallion, wondering silently if he realized he was speaking to an Equestrian Princess.

"Now then, if Miss Rarity is not here, perhaps I could impart a message to you? I trust you would deliver it?" Twilight and Sweetie Belle just look at each other than turn back to the fashion stallion and nod. "Excellent."

"I have grown weary of the ordinary fashion show." Hoity Toity begins. "As much as I enjoy seeing true talent on stage my enjoyment has dulled as everything being displayed begins to feel the same." The Fashion stallion laments. "The problem is that most fashion shows have only one artists talents on display, if I wanted to see a single ponies' designs one after another I could just look through a catalogue or some such drivel." Hoity Toity moves his hoof around in a bored manner before snapping it quickly towards the ceiling. "That is when I was struck by inspiration. I have decided to put on the fashion show to beat all fashion shows." He pauses for a moment for the squeals of excitement. When none come he looks at the two ponies in the room and their confused faces.

"It seems I must explain." He states dryly, Hoity Toity takes a moment to mumble to himself, something about his intention being obvious. before he once more looks at the two ponies. "What that means is that I shall be hosting a large fashion show where all the best designers in Equestria and even a few select newcomers will be able to show off their finest designs for all to see. potentially hundreds of designs from dozens of creators in one location, that is my objective." once he explains the two ponies beginning murmuring to each other.

"That is kinda cool, I bet Rarity would love that."

"I agree, it sounds like a good idea."

"He could have just explained it right away though."

"Ahem." Hoity coughs to gain their attention. "So, my request is simply for you to inform Miss Rarity that I was here and what my business was. Now I believe I shall be off, have Miss Rarity contact me if she's interested." Hoity Toity begins to leave but Sweetie Belle speaks up.

"Of course she's interested! I can get an outfit she's working on and if you like it you can sign her up for your show right away!" The excited filly runs off before either adult can react to her announcement. Hoity Toity takes a seat on a comfy chair, his face implying he's intrigued.

This should be easy Sweetie Belle thinks to herself. All I have to do is grab one of Rarity's dresses, impress that fashion guy and bam, Rarity gets into that show. She'll be so excited!

Sweetie Belle arrives in Rarity's design studio and begins looking around, most of what she finds are half finished outfits or just drawings on a piece of paper. She scratches her head thinking she must have overlooked something, turning around she see's a note on a door. Running over, Sweetie Belle takes a look at the note.

Secret project. NO PEEKING

"She must be saving this for a special occasion." Sweetie Belle says to herself, her face brightens up in realization. "A special occasion like a 'fashion show to beat all fashion shows'! Perfect" Opening the door, Sweetie Belle marvels at the gown inside before grabbing the ponyquin it's on and slowly making her way back down stairs.

CLOUDSDALE HOSPITAL

"Oh that sounds amazing!" Morning Dew cheers, though not very loudly as her voice sounds hoarse. "Little Scootaloo really did it?"

"She sure did!" Rainbow exclaims with joy. "Once she focused, oh man I wish you'd seen it. I've never seen anypony glide that well their first time."

"I was so glad I was there to see it." Rarity says with a contented sigh. "It was so exciting!"

"I'm glad you two had such a good day." Morning Dew smiles. "And I was wondering... Well."

"What is it mom?" Rainbow asks, raising her eyebrow.

"You've told me so much about Scootaloo, I was thinking that perhaps, I could meet her some day."

"Well, that's a little complicated." Rainbow sighs. "It was hard enough to get Caregiver to agree to let Scootaloo visit me once. You live in Cloudsdale so odds aren't good."

"Well, I hardly expect you to bring her to a hospital." Morning Dew laughs. "I meant when I get out of here, I could come down to Ponyville for a visit."

"That'd be great mom."

"Morning Dew, that would be wonderful." Rarity assures her. "Why you could meet all our friends down in Ponyville and see my Boutique, I still need to get working on your dress."

"Don't go to to much trouble on my account." Morning Dew insists.

"Now now darling, every mare needs to pamper herself sometimes. When was the last time you took some time for Morning Dew huh?" Rarity insists right back.

"Hmm." Morning Dew ponders. "I think that was a week or so before I met Rainbow Dash." Rainbow's eyes widen.

"Mom seriously??"

"What?" Morning Dew asks defensively. "I went full mom mode after I adopted you, I didn't really think about it."

"Morning Dew, Rainbow Dash has been out of the house for years now. Surly you can take some time to relax." Morning Dew just shrugs lazily in response. "Well being selfless is a good thing but it's ok to think about yourself once in awhile. Please allow me to take you to the spa when you visit Ponyville."

"Seriously Rare?" Rainbow asks while rolling her eyes. "You try to take everypony to the spa."

"I think it's fun ok?" Rarity defends herself. "Besides, what better way for a pony to pamper herself?" Morning Dew lets out a giggle, though it sounds less light hearted and more scratchy.

"It sounds lovely Rarity, I'd be happy to attend." A sudden yawn grips the older mare as she settles backwards into her hospital bed. "I...I really don't want to you to leave... We're having" Morning Dew yawns again. "Such a lovely chat..." The mother's eyes close for a few moments before she shakes herself awake. "So just give me a minute to rest ok?" The mother tries to sit back up but Rainbow Dash puts a hoof on her shoulder and moves her back down.

"Come on mom, you need your rest, Me and Rare will come back and visit again."

"Alright Dashie, but this is the one time you get to boss me around." Morning Dew jokes sleepily, she then leans over and gives Rainbow a light kiss on the cheek. The daughter shy's away in embarrassment.

"Mooom." Rainbow Dash whines. "Not in front of Rarity, or anypony else for that matter." The other two mares just laugh at the cyan Pegasus.

Wishing Morning Dew well and saying their goodbyes, Rainbow and Rarity leave the hospital. Rainbow Dash walks cheerfully, but when she looks towards Rarity the Fashionista is looking away.

"Something bothering you Rare?" The Fashionista looks up when Rainbow talks. She lets out a sheepish chuckle.

"Nothings bothering me, it's just that. Well it's. Oh how do I say this?" Rarity mumbles and then sighs. "There's something I wanted to tell you yesterday."

"You can tell me anything Rare."

"Though not technically real, We did go on a date yesterday and the things we did on it certainly were real." The Fashionista blushes. "I just wanted to let you know that the date we went on was the best date I've ever been on." Rainbow blushes along with Rarity at her confession.

"Thanks Rare, that means a lot."

Rarity opens her mouth to speak, when she suddenly feels something besides clouds on her hooves, Looking down she sees that she seems to be rising upwards, the clouds move apart to reveal a large number of balloons rising up. Despite Rarity's weight on top of them the Balloons continue rising. The Fashionista hops off the balloons and they rise faster, soon their strings are visible and finally the pink earth pony their tied to.

"Pinkie!?" Rainbow and Rarity exclaim together. Pinkie Pie waves hello before beginning to untie the balloons around her torso. Panicking, Rarity quickly casts the cloud walking spell on her friend as the balloons are untied and scatter around with the party pony landing softly on the cloud floor.

"Pinkie! What the hay are you doing here?" Rainbow asks, still very surprised.

"Well that's a silly question, I'm riding balloons into the sky obviously." Pinkie Pie explains with a happy smile. Rainbow stares blankly at Rarity.

"Well, that is what's going on." The ace flier admits. Rarity directs her attention to Pinkie.

"I think what Rainbow Dash meant to ask is why have you flown to Cloudsdale on balloons."

"Well why else would I?" Pinkie asks. "I was looking for you two."

"Ok, I'll bite. Why were you looking for us?" Rainbow asks.

"Well most importantly Dashie, I wanna meet you mom!" Pinkie exclaims loudly, a nurse down the hall pokes her head out of a room and tells her to be quiet.

"Sorry Pinkie, You're gonna have to wait." Rainbow informs her with a frown. "My mom just fell asleep. Me and Rare were gonna head back to Ponyville."

"That's perfect!" Pinkie exclaims with a huge smile. "We were gonna go pranking today! So let's go Dashie!"

"Oh that's right!" Rainbow beams at the pink party pony. "This is gonna be awesome!"

"Yes, have fun you two." Rarity says. "I need to get back to the Boutique anyway, I told Sweetie Belle to go play with her friends but who knows what she could be up to if she stayed home. Let's get going."

"Why are you going back to the Boutique?" Pinkie Pie inquires with a tilted head. Rainbow and Rarity give her a confused look.

"I already said Darling, I need to check on Sweetie Belle, besides I have work I want to get done." Pinkie's confused look only gets worse and she tilts her head further to the side.

"But how are you supposed to prank anypony from the boutique?" the two mares stare in bafflement.

"Pinkie Darling, I'm not the one going pranking."

"Yeah Pinkie, we're the ones doing that."

"Nuh uh." Pinkie insists. "Rarity's coming too." The couple look at Pinkie like she grew a second head.

"I am?"

"She is?"

"Yeppers!" Pinkie cheers. "I've decided that's the best way to have fun so we're doing it."

"Can't really argue with that." Rainbow concedes. Rarity looks at her aghast.

"Yes you can, perhaps I don't wish to go pranking. Had you thought of that" Rarity pouts with a huff.

"Come on Rarity, it'll be fun I promise." Pinkie insists. "Tell you what, after a couple pranks if you're not having any fun you can go home ok?"

"If that is what it takes then I shall accompany you for just a little while." Rarity sighs, knowing better than to argue with Pinkie Pie.

"You know Rare, if you really don't want to." Rainbow says. "I don't wanna force you."

"I'm fine Darling." Rarity promises. "I assure you however I won't be staying long. I do have things I want to get done today."

"Well let's not waste anytime then! Follow me!" Pinkie shouts before jumping and swan diving her way through the floor. Both mares eyes widen in horror. Rarity immediately hops onto Rainbow Dash's back and the two follow Pinkie through the clouds. Coming out underneath Cloudsdale Rainbow Dash searches franticly for her friend. Upon hearing a giggle both flier and passenger look at a cloud they hadn't noticed, on this cloud is a strange flying contraption that is pink with pedals and spinning blades. Pinkie Pie sits on the seat of the contraption with a smile.

"Like it? I took awhile to build this one after Gilda broke the original but it handles like a dream. Meet you back in Ponyville." Pinkie Pie waves excitedly as her strange device flies her down toward the ground.

Now allowed to relax as their friend is in no danger, Rarity suddenly seems to realize how high up the two are as she screams and clings onto Rainbow Dash, her face pressed into the Rainbow mane. Rainbow Dash shakes her head and smiles.

"Come on, lets get you back into the cloud box so you can travel safely." The Ace flier says in a calming voice as she takes off towards the location where they left the box Rarity rides in.

Royal Library: Palace of Friendship. Five minutes later.

The Royal Library within the castle of friendship, after her previous library home was destroyed Twilight used the largest room in the newly made castle and managed to find a copy of every book she'd lost to fill it with. Though now on crystalline bookshelves, the presence of all this literature made it easier for Twilight to feel at home in this strange place. Rarity now finds herself in this place along with Rainbow Dash and Pinkie Pie.

"Ok girls. Can you just-" Rarity looks around unsure. "Run this by me again?"

"It's really simply Rarity." Pinkie Pie says with a happy grin. "Twilight reorganizes the library every once in awhile, but we're gonna do our own kind of reorganizing."

"We're going to move the books around?" Rarity questions with a raised eyebrow. "I'm not sure how I feel about pranking a Princess though, even if it is Twilight."

"Actually that's not quite right." Rainbow Dash announces. "We're not reorganizing the books, we're gonna move the covers." Looking at Rarity's questioning expression Rainbow turns to her other conspirator. "Wanna give her an example Pinkie?"

"Okie Dokie Lokie." Pinkie salutes before running over to a bookshelf and grabbing a book. "Take this one 'An entry level course to mathematics' That's what's actually in this spot." Pinkie removes the plastic cover from the book leaving only the hard cover and then rushes over to another place and picks out a random book. "And over here we have 'The Chronicles of Marenia, The Manticore, The Zebra and The Closet'." removing the cover from this book as well Pinkie replaces it with the cover of 'An entry level course to mathematics'. She then runs over to the first book and places the second books cover over that.

"Oh I see where this is going." Rarity announces. "By moving the plastic covers but not the actual book, you're hoping Twilight will think all her books have moved around, she'll then reorganize them back to where she had them only to discover all that's moved is the plastic covering. She'll have to check every cover and reorganize once more to put them all in place." Rarity looks between the other two mares. "Are you sure that's not going to far? That sounds like a lot of work and you two know Twilight will probably have poor Spike do most of it."

"But just moving the books would be to easy." Pinkie argues.

"Yeah but think about it Pinkie." Rainbow says with a contemplative expression. "If everything goes according to plan Spike is gonna have to reorganize this whole library Twice. We're supposed to be pranking Twilight, not torturing Spike." This gives Pinkie pause, she scratches her head to try to think.

"Well, we could try this." Rarity offers. "I could ask Spike to lend me a claw at the Boutique in awhile. Having promised to assist me could
excuse him from having to reorganize. Twilight has magic so it won't be as difficult for her to move the books around as it would be for Spike." the other two mares just stare at her for a few moments before Pinkie erupts with excitement.

"That's perfect! Rarity you're a genius!" Pinkie exclaims. She then rushes off down a row of book shelves and begins randomly moving covers.

"Not bad Rare." Rainbow chuckles. "Alright, Pinkie is gonna handle that section over there, I'll handle over here and you go over there." Rainbow says while gesturing to different areas in the library. "If you find a book that doesn't have a plastic cover, those ones we're gonna swap the actual books around. Come on let's get going." Rainbow flies over to her area while Rarity moves over to hers.

Much to Rarity's surprise it does not take a very long time to complete their task, though she knows she moved every book cover she can't shake the feeling that if somepony had watched the three mares at work they only would have seen them move a dozen or so. Rarity asked Pinkie about this and the Party Pony said something about the 'Power of Montages'. Much to the Fashionista's confusion.

Leaving the Library Rarity searches for Spike, she locates the young dragon in his room of the castle, he's reading one of his comic books but looks up and smiles when Rarity comes in.

"Oh hey Rarity. How can I help you?"

"Well Spikey Wikey I was hoping you could do me a favor, I'm going to need some help at the Boutique later. I'll give you some nice gems for the trouble of course." Spike hops off the chair in excitement.

"Of course Rarity, I'd love to help! When do you need me to come over?"

"Why don't you wait until Twilight comes home? Then you can let her know where you're going."

"Whatever you say Rarity." Spike sighs dreamily. Rarity smiles then turns and leaves, Spike can see Rainbow Dash follow her once she leaves the room. Still looking at the doorway Spike is surprised to see Pinkie Pie standing there, the party pony looks at the two mares leaving and then back to Spike. The young dragon can't help but raise an eyebrow in confusion as Pinkie points a hoof towards her own eyes and then jabs it in Spike's direction before leaving. Spike shrugs and goes back to his comic book.

A COUPLE MINUTES LATER, OUTSIDE THE CASTLE OF HARMONY

"We're just leaving?" Rarity asks in confusion. "Isn't part of the fun of a prank to see the reactions to it?"

"Normally? Oh defiantly." Pinkie explains with cheer. "But if we were there to see it, Twilight would make us help." Pinkie giggles loudly. "Besides, I guarantee that if everything goes according to plan you'll hear Twilight's groan of frustration from the other side of town."

"If you say so Darling." Rarity says dryly, Not believing that to sound very fulfilling. "But anyway, what are we up to next?"

"We've got some ideas Rare." Rainbow Dash assures. "The last one we'll do with you is gonna be at Sweet Apple acres, so you'll know when you can go." Rainbow Dash chuckles. "But for right now let's get going." Rainbow and Pinkie begin walking, with the Fashionista walking closely behind.

The pranking continues for a good portion of the day, The trio of ponies work together to annoy ponies all over town. Distracting the flower ponies with gossip and balloon animals respectively the flowers at the stands are switched. An hour or so was spent following Octavia around without her noticing, Pinkie occasionally playing a short recording of a deep bass 'wub' that caused the musical mare to stop what she was doing and look around for the DJ she assumed was around. All of Berry Punch's bottles were filled with apple juice, the mare drank her entire basement clean in desperation. And as a final touch, everywhere the three had gone that day Pinkie made strange imprints on the ground and after the pranksters left a mint green unicorn would arrive, positive she was on the trail of a human right under everyponies noses. But finally came the time to head for Sweet Apple Acres, luckily the farm ponies were not home.

"Hold on a moment girls." Rarity says while looking at the two mares in front of her putting on painting smocks. "We're going to paint the apples in the orchard? Didn't you do that once before?"

"Well, yeah we did." Rainbow admits. "But Pinkie said she had a way to shake things up." A whistle is blown, causing both mares to turn and look at their pink friend. Pinkie marches up to the two with an army helmet on her head.

"Listen up silly fillies." Pinkie commands in a gruff officers voice. "Today we have a rare up beautiful scenario, a member of each pony tribe is assembled here today for one mission. Play a practical joke on our friend for the sole reason of getting a chuckle out of it." Pinkie looks down solemnly. "Alas this orchard has been pranked once before and while logic would dictate we find another means of pranking, A prank on this large of a scale is to tempting to pass up." Rainbow nods in agreement. "And while the task seems colossal as there are hundreds if not thousands of trees in this Orchard, if we preserver I can assure you we will win the day." Pinkie faces her two friends and drops the gruff voice.

"See, I realized the flaw with our last prank was that while we painted the apples many colors and designs they were still obviously apples." Pinkie points a hoof at her friends. "And what does Applejack love?"

"Uh...Apples?" Rainbow Dash answers confused.

"EXACTLY!!" Pinkie shouts while throwing her hooves into the air, all four just to show how enthused she is. Placing all her hooves on the ground she continues. "But, what does Applejack hate?" Her two companions put their hooves to their chins in thought.

"Oh I got it!" Rainbow Dash exclaims while raising her hoof. "Lying." Rarity raises her hoof as well.

"Wearing Dresses?" Rainbow nods and raises her hoof again.

"Losing?" Rarity laughs then joins in too.

"Talking fancy?"

"Math?"

"The words 'you all'?"

"Not wearing a hat?"

"Timberwolves?"

"Asking for help?"

Before they can continue Pinkie blows her whistle again.

"No,no,no." Pinkie shakes her head. "Well, probably some of that stuff but whatever." Pinkie looks at her friends. "What I meant was peaches." Both the other mares raise an eyebrow.

"Applejack hates peaches?" Rainbow asks.

"Why I had no idea." Rarity says, stunned. "Is that true."

"Yep!" Pinkie chirps with glee. "So that's what we're gonna give her!"

Rarity glances around the orchard. "You want us to paint the apples to look like peaches?"

"Yeah, it'll be great." Pinkie assures with a smile. "Watch this." Pinkie bounces up and grabs an apple from a tree, then using her paintbrush quickly covers the apple in coat. Moving away from her fellow pranksters and holding up the apple her friends are surprised, from a distance the apple looks just like a peach.

"Trust me, if we all work together we can pull this off before Applejack gets home from market." Pinkie grins. "I'll take the middle of the orchard, Dashie takes the left and Rarity can take the right. Sound good?" No questions are asked as they have limited time before a member of the Apple family returns, Both mares agree and everyone sets out to their areas.

Initially daunted by the task once she sets to work Rarity finds the work to be flying by, before long she looks to be almost half way done even while painting carefully to ensure the apple looks right. Rarity makes a mental note to ask Pinkie if she somehow gained the ability to warp the fabric of time. No sooner had the thought this when suddenly a pink face with bright blue eyes appears in the tree above her causing the Fashionista to fall down and drop her brush.

"Pinkie you startled me!" Rarity scolds the party pony as she hops out of the tree.

"Oopsie." Pinkie giggles. "It's just that I'm done with my section of the orchard and wanted to see how you were doing, not bad since it's your first time." Pinkie continues without giving Rarity a chance to talk. "So anywho I wanted to talk to you."

"Really? Whatever about darling?" Rarity questions.

"See, I know you and Dashie have this whole 'fake relationship' thingy and it's funny and adorable and all that." Pinkie sits down and gestures in front of herself with her fore hooves. "But you see we have a romance tag and I figure we gotta deliver on that." Rarity almost questions that statement but decides to see where this is going. "I care about Dashie a lot and I want her to have something real, I know you do too." Pinkie looks at Rarity in a way that asks if she understands. Rarity stares for a moment before sudden realization dawns on her.

"Oh my Celestia!" Rarity exclaims. "Pinkie Pie are you in love with Rainbow Dash? I swear I didn't know when-" Suddenly a pink hoof touches her lips and silences the Fashionista.

"Shh,Shh,Shh." Pinkie accentuates each 'Shh' with a tap of her off on Rarity's lips. "Shush, I'm not done being threatening." Rarity just blinks, Is that what was happening?

"Don't get me wrong I love Dashie, But I'm not INlove with her." Pinkie explains. "I mean would I have KILLED to pretend to be her Marefriend?" Pinkie asks while slamming her fore hooves to the dirt and clenching them, she then unclenches and smiles. "I'm not gonna answer that, but I do want Dashie to be in a non-fake relationship."

"Of course I do too." Rarity assures the party pony she defiantly isn't afraid of. "Is that why you want to talk? Perhaps we could work together to find Rainbow Dash the perfect marefriend?"

"What?" Pinkie asks while looking like Rarity grew three heads and tank tread legs. "That's a really silly plan, I have a much easier one." Pinkie pounds her chest with a hoof in pride. "I'm gonna help you fall in love with her."

"I'm sorry Darling, 'help me'?" Rarity asks skeptically.

"Well yeah, I'm not forcing anything here, we'll just see how things go with my influence." Pinkie gives a huge grin.

"Pinkie Pie, I would rather prefer you not get quite that involved in my love life." Rarity pleads, She blinks in confusion when the hoof on Pinkie's chest moves in a slight pattern. "Hold on what are you doing?" upon seeing Pinkie's hooves moving in a familiar way Rarity's eyes go wide in terror. "Pinkie Pie Don't you dare-" With one final gesture Pinkie puts her hoof to her eyes as if she's splatting a cupcake.

"I promise that by the time Morning Dew is out of the hospital, you'll know exactly how you feel about Dashie." Pinkie promises with a huge smile, her hoof still covering one eye.

Rarity can't help but facehoof, How had she ended up in this particular predicament? Once she looks up from her hooves she sees that Pinkie is gone as well as her paint supplies, to the Fashionista's surprise all the rest of the trees she was to paint are already finished. Galloping quickly back to the starting point she finds Rainbow Dash and Pinkie waiting for her.

"Bout time slowpoke." Pinkie jokes.

"Something hold you up Rare?" Rainbow Dash asks.

"I, guess you could say that Darling." Rarity says slowly, her gaze lingering on Pinkie Pie for a moment. Deciding not to inform Rainbow Dash of that interaction Rarity decides to move on. Turning around, Rarity takes in their handy work. True to Pinkie Pie's claims the Apple orchard now looked like a Peach orchard, surprisingly enough Rainbow Dash's looked really good, perhaps the best of the bunch. Rarity just takes a moment to marvel at their work... Until Pinkie Pie talks.

"Hey Dashie." Pinkie giggles. "You ever notice that peaches-" She giggles again. "-That peaches look like little butts?" Both the party pony and ace flier laugh loudly at this observation.

"Wait, wait." Pinkie stammers, her hoof holding on to Rainbow's chest for support. "Do you know what this means?"

"What does it mean?"

"We turned Sweet Apple Acres-" Pinkie Pie throws her head back and laughs. "-Into Sweet BUTT Acres!!" Both mares laugh uncontrollably again, Rarity rolls her eyes and faces her companions.

"Must you be so juvenile?" Rarity asks with a huff. The other mares stop laughing.

"Sorry about that Rarity." The two mares say in unison.

"It's fine. It was a tiny bit funny." Rarity admits. "But while this has been entertaining, I think I'd like to go back to the Boutique now if that's alright."

"Want me to fly you home?" Rainbow Dash offers.

"That won't be necessary darling." Rarity assures her. "I'm sure you and Pinkie Pie have many more plans and I must be getting back. Ta-ta for now." Rarity waves a goodbye to her friends as they bid farewell to her too. With a slight spring in her step Rarity heads home to her Boutique.

CAROUSEL BOUTIQUE, THIRTY MINUTES LATER

While Rarity would have normally taken a moment to ponder why Twilight was speaking with Sweetie Belle as both ponies seem to be waiting for her in her own Boutique, she has no time to think about anything as her mind shut off and her blood ran cold the moment she walked in and saw the gown in the middle of the room.

The dress was by no means ugly, in fact Rarity was rather proud of how it looked especially considering she'd made it last night after she got home. It has very vibrant colors with beautiful greens and blues as well as alluring Purples and reds. Every color on the dress works together to accentuate the outfit with it's simple yet elegant design, yes Rarity would actually be very proud of this dress were it not for one detail. All together the colors on the dress compose the spectrum of a Rainbow, meaning it's rather obvious what or rather whowas on her mind while making it. Rarity just stands there absolutely mortified, wondering how long Twilight had been looking at the dress and how deeply she'd read into it's creation.

This gown was not meant to be a romantic gesture, though it could easily be viewed by one by somepony making an assumption. The dress had been formed by a spark of inspiration after the date the day prier. Swallowing her nervousness Rarity walks further into the store which captures the attention of her sister and friend.

"Oh Rarity, good, you're finally here." Twilight says happily. "What's been going on?"

"Nothing to interesting." Rarity says while thinking. "Roseluck and Daisy switched market stands, Octavia is getting her hearing checked tomorrow morning and Berry Punch believes she's become immune to the effects of alcohol." Rarity lists off slowly, then looks at Twilight Sheepishly. "Well, that's just what I've heard."

"Well, ok then." Twilight shrugs, she then looks nervously at the dress in the room. "So, I guess you're wondering about this dress?" A sudden thought strikes Rarity.

"Wait a minute, I put this away. No pony was supposed to see it yet." Rarity says in an accusatory tone to the two ponies.

"That was my fault." Sweetie Belle admits. "But it was for a good cause I promise."

"What do you mean by that?"

"Well you see Rarity, this Pony named Hoity Toity came in." Twilight begins, Rarity nods in understanding.

"Yeah, he was kinda funny." Sweetie Belle continues. "He said he wanted to put on a 'Fashion show to beat all fashion shows.' Thingy." Rarity immediately brightens up.

"That is absolutely amazing! Did he want me to be a part of it!?"

"He wanted to know if you were interested." Twilight explains. "Sweetie Belle assured him you were and then-" Sweetie Belle interrupts suddenly.

"I showed him the dress so he could see how good your work is." Sweetie Belle finishes with a big smile. Rarity's eye twitches.

"Th-this dress?" Rarity stammers while pointing a hoof at the Rainbow Dress. Sweetie Belle nods and Rarity's heart sinks, she hadn't meant to show anypony this dress and now the most influential pony in the fashion world had seen what was basically an accidental love letter to one of her friends. Rarity was mortified until Sweetie Belle continued talking.

"Yeah, I showed him this one. He loved it!" Suddenly all negative thoughts vanish as Rarity beams at her sister.

"He did!?"

"Uh huh." The young unicorn assures. "He wants you in the show!"

"It's true, he insisted." Twilight says with a smile. "But on the condition that your showcase closes out the night."

"This is incredible!" Rarity exclaims, squealing like a school filly. "Oh I have so much to do! I have to get some design drawn up and find models, get the materials-" Twilight cuts her off by raising her hoof.

"The show is gonna be in a few days, Hoity Toity explained that the designers don't need to create all brand new works, this is going to be a showcase off the best they have to offer." Twilight explains. "Plus, models will be provided for you."

"Well, I suppose that makes things easier." Rarity muses. "But I still have work to get done, I may need to borrow your assistant Twilight."

"No problem, I'll send Spike right over. I'm sure he'll be happy to help." Twilight smiles and sighs in relief that she was finally able to deliver Hoity Toity's message. Wishing Rarity a good day Twilight heads home.

RARITY'S WORK STUDIO, LATER THAT DAY

Rarity sits at her desk, a pencil floating in her aura. Attempting to piece together how she wants her display to go at the show. Turning around she chuckles, seeing Spike and Sweetie Belle enthusiastically discussing what dresses Rarity should use, Though Rarity isn't sure how many suggestions she'll follow if any. Rarity returns to her paper, though she is very good at her job and knows it, she can't help the apprehension she feels at having her designs in such a large show. Rarity is pulled from her brooding when a noise causes her ears to perk up.

A loud groan of frustration can be heard from the direction of the castle, followed shortly after by an angry shout coming from Sweet Apple Acres. Rarity can't stop the small giggle that escapes her lips and with her spirits lifted she returns to planning her showcase with a smile.

Author's Note

I'd like to start this Author's note be apologizing, this chapter probably should have been up sooner but my brother has been using the laptop a lot and we only have the one to share.
I had some doubts about this chapter as I feared it was just a bunch of filler, though I think some important things happened to make it worth reading. Thanks for reading.

One last thing, as I mentioned I have a brother, a twin brother in fact and I have a special announcement regarding him. My brother has written his own fanfiction, It's called 'The Tag Team from Tartarus' and he updates it pretty often. Check it out if you feel like it, Just go to my user page and click stories and you should find it. Again, thanks for reading and I'll be working on the next chapter when I can.

Getting Ready

"Huh...This usually works." Rainbow Dash mumbles to herself while laying on a cloud she'd brought down closer to the ground. She'd been trying to take a nap after her morning shift but for whatever reason she couldn't. She'd even tried looking for shapes in the clouds, that usually puts her to sleep but it wasn't working.

"Ok, let's try this again." Rainbow says while looking at a cloud. "That looks like...A diamond." She turns her head to look at other clouds. "The two above it also look like diamonds, that one over there looks like a needle and thread and that one looks like a dress." Rainbow lists off the cloud shapes she sees, after a moment she blinks. Realizing she probably has somepony on her mind Rainbow Dash decides that napping can wait till later. With a flap of her wings Rainbow Dash rockets into the sky, blasting through the air she soars towards Carousel Boutique, once in front of the building she rushes straight down and lands with a loud thud and a whoosh of air.

"Heh heh." Rainbow Dash chuckles while walking towards the Boutique's front door. "Mom would flip if she saw me landing like that."

Rainbow Dash stands in front of the Boutique door and considers knocking, after a moment she decides against it and shoves the door open with force, walking inside she's caught off guard by the rush of activity. Two mares, three fillies and a small dragon are all working on separate tasks around the Boutique, nopony has noticed the ace flier in the building yet. Rarity takes a moment from the dress she's working on to walk around the Boutique and speak to her helpers.

"Sweetie Belle, excuse me." Rarity calls causing all three Cutiemark Crusaders to turn towards her. "You three have been doing a great job but always remember to check the portfolio." Rarity insists as her magic lifts up a beige colored folder. "Look for the picture that matches the outfit you're holding and if it has a red checkmark next to it, it goes in the 'show' bin. Blue arrow means 'Delivery' bin and yellow square means 'put back' alright?" The Crusaders all nod, each deciding to remember one of those things. Rarity turns and then walks over to a light beige earth pony working on a dress. "Coco darling, that looks fabulous." Rarity pauses. "But remember that this dress was commissioned by a Pegasus, make sure you leave holes in the back for her wings." Coco Pommel nods in understanding as Rarity moves to her final helper. "Spikey Wikey." Rarity coos through slightly gritted teeth. "Keep in mind that I need you to sort those gems noteat them." She asserts before the young Dragon puts a particularly shiny gem into his mouth. "Rubies in one box, Sapphires in another and etcetera. When everything is ready I promise I'll give you the ones I don't use but please just sorting for now." Spike eagerly nods his head. Rarity offers a grateful thank you to all her helpers as she begins walking back to the dress she was working on, she pauses as she sees a spot of cyan blue in her peripheral vision. Looking at the doorway she smiles brightly at the Pegasus.

"Oh hello Rainbow darling."

"Hey Rare." Rainbow greets while looking around the Boutique. "What's going on?"

"Oh I just needed some help getting ready. Hoity Toity is having a grand fashion show in a few days and I must be prepared." Rarity explains. Rainbow Dash raises an eyebrow.

"A few days? How many dresses are you gonna need for this thing?"

"No more than I already have." Rarity says with a chuckle. "By what I've been told Hoity Toity doesn't require the designers in the show to make all new outfits. If you have enough that you simply haven't shown off yet you're allowed to present them."

"That makes sense." Rainbow shrugs. "Newly made? Just hasn't been revealed yet? No one would really know the difference."

"Exactly, but I still need to be prepared for the show." Rarity gestures to the young fillies and then the little dragon. "Sweetie and her friends are organizing my dresses so I'll have the ones I want to put into the show ready right away and Spikey Wikey over there is sorting the gems I intend to use in my gowns and as part of the show." Turning so she can point towards the Beige earth pony putting the finishing touches on a Pegasus gown. "Meanwhile me and my good friend Coco Pommel are finishing up some dresses I was working on. You see with all the excitement recently I actually hadn't finished all my orders but luckily they should all get done right on time now." Rarity turns back to Rainbow Dash. "Coco really is such a dear, when she found out about the show she decided to pay me a visit to see if I needed any help. She seems to think she owes me for something, though I haven't the foggiest Idea why. Not that I'd turn down such a kind offer." Rarity explains with a bright smile. It was at that moment that Rainbow Dash decided she wasn't a very big fan of the well meaning mare.

"Right." Rainbow mumbles slightly sourly, but then she perks up. "So, do you think I could help with anything?"

"Well, let me think." Rarity says while putting a hoof to her chin. "The dresses are being organized, I even bribed the crusaders with milkshakes if they do a good job, Spikey can handle the gems he knows which ones are best And me and Coco have the orders nearly finished." Rarity puts her hoof down and shrugs. "Then comes planning the presentation at the show while the orders get delivered." Rainbow Dash brightens at that last statement.

"I can help with that! I'll get the orders delivered in no time flat!"

"Are you sure darling?" Rarity asks slowly. "These orders are from all over Equestria, not just Canterlot. I wouldn't want to trouble you so much when I could just mail them."

"Hey, it's no problem at all. Fastest flier in Equestria remember? Plus I sorta owe you anyway." Rainbow Dash attempts to dismiss her worries.

"Owe me? Is this about the 'marefriend' thing?" Rarity asks. "I believe going to the spa with me was quite enough."

"Not the way I see it." Rainbow begins. "For the past couple days I've had you lie to my mom, help teach a filly to glide, race me, reorganize a library and paint an apple orchard. I think I owe you more than one trip to a spa where I ended up sword fighting with a hoof file." She concludes with a roll of her eyes. Rarity giggles lightly.

"I understand Darling, but-" Rarity is suddenly silenced when a cyan blue face is mere inches from her own looking right into her eyes.

"Rare, seriously." Rainbow Dash deadpans "Just let me do this for you." After a moment the ace flier backs up, red seeping onto both mares faces.

"Alright Darling, I can see you're very serious about this and I doubt I can change your mind." Rarity smiles a little. "And truth be told, you are the only pony I'd trust to deliver these outfits quickly." Rainbow smiles excitedly then leans over to look past Rarity.

"Hah!" Rainbow shouts as she points a hoof at Coco while she's sewing, Rarity and Coco just look at her confused for a moment. Rainbow rubs the back of her head and laughs nervously. "Anyway, uh... Where am I going?"

"Well darling, the addresses are on the boxes the outfits are being kept in." Rarity levitates a box wrapped neatly in pink striped paper, the label on one side informing that the box is to be sent to a home in Canterlot. "Once we finish the last of the orders you'll have deliveries in Canterlot, Manehatten and the Crystal Empire." Rarity puts the box down and levitates up a clipboard and looks at it nervously. "With the number of orders we have you'll likely need to make multiple trips, carrying them all at once would be way to much." Rarity lowers the clipboard to look at Rainbow again. "Are you absolutely sure you want to do this darling? These outfits don't need to be delivered today, their deadlines aren't for a couple days at the least."

"Don't worry about it Rare, I've got this." Rainbow says confidently, putting a hoof to her chest. "I wanna help you out."

"Alright Darling. But you have to promise to be careful, I don't want you to over exert yourself and get hurt ok?" Rainbow Dash nods in understanding. "Ok, I'm going to get the last of my work finished up. I'll be done in a little while."

"No need to rush Rare." Rainbow assures as she walks towards the door. "I'm gonna stretch a little, come outside when you're ready." Rainbow Dash offers a friendly goodbye to Rarity and all three crusaders, though she quickly zooms over to ruffle Scootaloo's mane. Once outside Rainbow Dash stretches her wings and begins to wait.

Rainbow Dash sits and waits for more than twenty minutes, often tempted to take off and do some tricks to pass the time. In the end the ace flier decides to save her stamina for the flying she's going to be doing today. After about twenty-five minutes the doors to the Boutique open up and Rarity walks out, levitating a few boxes behind her.

"Ok Darling, here's the first batch." Rarity explains as she places the boxes into a bag similar to a mailpony's but bigger, four in total. "All of these are going to Canterlot, I made this bag to make things easier, it should allow you to carry all the packages without effecting your ability to fly." With a little telekinetic help Rainbow Dash puts the bag strap over her shoulder, the bag settling heavily but not troublesomely under her wing.

"Thanks Rare, I'll be back before you know it." Rainbow flashes the Fashionista a big grin.

"Rainbow Darling, before you go." Rarity mumbles nervously. "There's one other thing. I was going to wait till later to speak with you but since you're here I'll just do it now."

"Something wrong Rare?" Rainbow asks, concern evident in her voice.

"No, not wrong necessarily... It's just that-" Rarity sighs. "The thing is, Hoity Toity wants my designs to close out the show because of this dress Sweetie Belle showed him." Rarity looks away in embarrassment. "It was a dress I made for you, you were my inspiration while designing it."

"Wow..." Rainbow whispers, utterly stunned.

"But there's a problem." Rarity says nervously. "The dress was inspired by and meant for you. So there's really only one way for it to appear in my show." Rarity doesn't continue, hoping she'd left a big enough hint for Rainbow to see where she was going.

She did.

"You want me?" Rainbow asks while gesturing to herself. "To be in your show?" The ace flier faces forward, a contemplative look on her face.

"Yes, yes I do." Rarity admits. "I know it's not really your thing and it's a lot to ask but-"

"Ok." Rarity immediately stops talking as her eyes go wide.

"What?" Rarity asks, gazing in disbelief at the Pegasus in front of her.

"I'll do it." Rainbow explains. "I'll be in your show. I know it's important to you and I said I'd help." says matter of factly, though there is a red tint to her cheeks.

"Oh Rainbow Dash thank you!" Rarity exclaims in joy, she leaps forward and wraps the Pegasus in a tight hug, without thinking Rarity places a large kiss on Rainbow's Cheek and almost places another before-

FWOOMP. Rarity gets pushed back and lands on the Boutique's porch, looking back at Rainbow she sees the Ace flier's face is almost completely red and her wings have spread out as far as they can go.

It seems to start in slow motion, a large smile creeps onto Rainbow's surprised face and her wings begin to swing down in a flap. Time seems to snap back to normal speed as Rainbow Dash suddenly rockets off at blinding speeds, any faster and she'd have caused a Sonic Rainboom. Rarity just stares in awe at the Rainbow Trail flying off into the distance, a joyful 'yahoo!' echoing through the air.

"Oh my, did I cause that?" Rarity stammers out in confusion.

from a bush just a little to the side of the Boutiques Porch a pony giggles to herself.

"Wowie, at this Rate, they may not even need my help."

Not Much Later, The Skies Above Canterlot

A rainbow trail zooms across the sky, Rainbow Dash suddenly stopping herself as she enters the sky directly above Canterlot. The force from how fast she was flying making a sonic boom sound as she stops, confusing a few ponies who hear it but otherwise not bothering the town at all. Carefully sliding out one of the packages just enough to see the tag Rainbow Dash reads the address three times to ensure she'll remember it before she takes off into the city below.

Luckily Pegasus aren't the most common sight in Canterlot so Rainbow Dash practically has the skies to herself as she zips here and there, occasionally checking road signs to see where she's going. Finally, in the richest part of the city she finds the building she's looking for. Showing her classic Rainbow Dash tact and grace she slams the front door open at full force without glancing at the doorbell. Putting her hooves to the ground she skids along the floor until she stops. Despite the owner of this house obviously being rather wealthy Rainbow sees no servants, and if there are any, no pony seems cares she just burst in.

"Well hello there." Rainbow hears a pony call, looking up a large staircase she sees a light beige earth pony mare, her Sapphire blue hair going only a little past her shoulders. The mare wears a white, gem decorated outfit and when she speaks she has a theatrical flair to her speech.

"I wasn't expecting another performer on stage tonight, what brings you to the show?" Rainbow just stares blankly at the mare.

"Are...Are you asking me why I'm here?" Rainbow asks with both eyebrows raised in confusion, not fully grasping the mare's metaphor.

"The spotlights on you." the mare explains unhelpfully. "Step up to the mic and let it out."

"Alright then." Rainbow just decides to move on. "I'm Rainbow Dash, I'm here to deliver a dress to somepony named, Sapphire Shores."

"That's me." The mare explains with a smile. "I didn't know Rarity had gotten her own delivery service." Sapphire says as she begins walking downstairs.

"Well I'm just helping out right now." Rainbow answers. "She's getting ready for a big show coming up so I'm lending a hoof."

"How marvelous." Sapphire exclaims. "Like a last little oomph from a band before a solo."

"Yeah...I think?" Rainbow answers, a little unsure. "So anyway, I have the dress right here for ya." She continues as she pulls the first box out of her bag.

"Excellent." Sapphire cheers. "A change in choreography can be just the thing to make a great performance spectacular."

"I...I'm sorry what?" Rainbow asks blankly. "That means you want it right?"

"Well of course." Sapphire laughs as she takes the box from Rainbow Dash. "I'm sorry, I just love preforming so much sometimes I can't help but talk about it."

"I guess I get that." Rainbow admits with a shrug.

Sapphire Shores smiles as she opens the box and pulls out the beautifully designed gown, a lovely gold gown decorated with glimmering gems, this is a dress clearly designed to make the wearer the center of attention.

"Marvelous." Sapphire admires the dress. "This will be perfect for the show."

"What show?" Rainbow inquires.

"Hoity Toity's of course. He actually wants me to help run the event." Sapphire explains. "He approached me during the planning phases of the show and I knew I'd need an amazing dress for it."

"Huh, that's kinda cool." Rainbow muses. "I guess I'll see you there, I'm actually gonna be in Rarity's part of the show."

"Oh really?" Sapphire smiles. "That sounds grand, I actually have some influence on the show so if you or Rarity need anything let me know alright?"

"I'll keep that in mind, But I gotta get going now. I've got plenty of outfits left to deliver." Rainbow says her goodbye to Sapphire and the two part ways in good spirits. Rainbow soaring off to her next delivery and Sapphire to try on her new dress.

BACK AT CAROUSEL BOUTIQUE

Rarity has just returned from her studio to the foyer, having just concluded her inspection of the Cutie Mark Crusaders work on organizing the outfits she instructed them to. The young fillies actually did a great job, but were disappointed to discover none of them got Cutie Marks in Dress organizing. Still, for their good work Rarity gave them the bits they need to get milkshakes and even a couple other sweets if they want. Sitting down on a comfortable chair Rarity faces Coco Pommel, the two plan on talking about the up coming show however Rarity can't help but notice the look on Coco's face, she looks like she has something on her mind.

"What is it Coco?" Rarity questions. "Is there some bit of gossip I'm not privy to?"

"Well it's just, Oh I can't say it!" Coco looks away in embarrassment.

"Come now Darling, It's quite alright." Rarity insists.

"Well, it's just-" Coco looks at Rarity from the corner of her eye. "Are you and Rainbow really dating?" Rarity immediately face hooves.

"You were talking to Sweetie Belle weren't you?" The Fashionista groans, Coco nods.

"Listen, it's... Well it's complicated." Rarity begins. She looks at Coco uneasily, not sure what to tell her, obviously Coco doesn't know Morning Dew and wouldn't be able to tell her but Rarity felt apprehensive about the idea of the truth being out there, just encase gossip spread. Finally Rarity says "I'm sure you're confused and I promise to explain everything later, but technically yes. Me and Rainbow Dash are in a relationship, though I'd prefer if you didn't tell anypony yet." Coco gives a big smile.

"Wow, I never would have guessed." She says amazed. "Is it serious?"

"We haven't been together long, We'll have to see how things go." Rarity explains, In truth Rarity and Rainbow had planned to tell Morning Dew and thus everypony else the truth once the mother was out of the hospital.

"It must be exciting though right?" Coco insists.

"Well of course." Rarity admits. "Rainbow Dash is a, well lets say a unique mare. But at least you're never bored around her."

"It must be nice." Coco hums happily. "Do you think she's doing ok with the deliveries?"

"Oh I'm sure." Rarity assures. "After all, all she has to do is find a house and give a pony a box. What kind of trouble could she cause?"

BACK IN CANTERLOT

"Somepony seize that riffraff!" Rainbow Dash hears a loud bellow as she leaps out of a building, quickly running past the gate marking the property.

A LITTLE EARLIER

Rainbow had been in search of Fleur De Lis, but neither her or Fancy Pants had been home, Rainbow spoke to the coachmen of their carriage and he informed her they had walked to a party elsewhere in the upper crust section of Canterlot. It didn't take her long to find the location of the party.

The abode of Prince Blueblood.

Rainbow Dash, not having really met the prince herself, having only heard horror stories from Rarity had no interest in speaking to him. She arrived simply to locate Fleur or Fancy and deliver the box to them. That was however, proving to be difficult.

"Yeah, yeah I know." Rainbow drones irritably. "I'm not on the list, I get that. I don't want into the party ok? I just want to deliver this box to either Fleur De Lis or Fancy Pants. Are they here?"

"Yes their right inside." The gruff voiced unicorn guard answers. "However, since you're not on the list I can't allow you inside to see them."

"Sweet Celestia I get that." Rainbow grumbles. "I don't care about your party, I just need to give them the box. Please tell them I'm here, I need to make sure they get this." Rainbow gestures to the box sticking slightly out of the bag, her temper clearly rising. And to think, the other three deliveries had gone so well.

"If it's really that important I can deliver it for you." The Guard offers dryly.

"No way, I promised Rarity I'd handle this and that's what I'm gonna do." Rainbow declares defiantly.

"How do you plan on doing that?" The Guard asks skeptically.

"I don't know yet." Rainbow mumbles while taking steps away from the guard. "I might just wait it out, who knows." Rainbow leaves the premises and floats around the air thinking to herself. That guard wasn't taking her seriously, she highly doubted he'd deliver the box if she gave it to him. He isn't a noble but he gives off an air like one, he gives Rainbow the sense he doesn't believe she has a package from Carousel Boutique at all. Groaning in frustration she seriously considers simply waiting for Fleur or Fancy to leave so she can deliver the box without any further dealings with the guard. However, Rainbow is pulled from her thoughts by an observation. There's an ajar window on an upper floor.

Rainbow almost laughs out loud at the absurdity of such a large mansion having such an easy access. She briefly considers they likely don't worry about that kind of thing due to how few Pegasi live in this city, but her thoughts quickly drift to whether she's actually considering this.

"Fly in, find Fleur, fly out." Rainbow muses to herself, sounds pretty simple when she puts it that way. But she's gotta think, there's consequences for doing something like that. If She gets caught that is.

A thought crosses her mind as she thinks. She's not doing this for herself or just to prove something to that guard, She's doing it for a friend, for Rarity. And that's all she needs to know.

Flying slower than she ever has Rainbow goes up to the window silently so as not to attract attention. With a little effort she uses her fore hooves to lift up the ajar window, opening it far enough that she can slip in. Glancing inside Rainbow sees that the window is in a hallway, a flight of stairs to her left head back down to the main party area. The hall seems completely empty so Rainbow climbs in and quickly heads to the stairs, The Idea being to hopefully blend in enough with the crowd that the guards won't notice she's there or more specifically that she's not supposed to be there at all.

Rainbow makes it to the bottom of the stairs and a nervous pit forms in her stomach, she can't help but sweat at the large collection of fancy ponies, Mares and Stallions, all of which practically ooze sophistication.

This isn't gonna work.Some small part of Rainbow's mind seems to say, that part is quickly silenced as Rainbow begins walking through the crowd, her current hope that nopony will even bother to react to her presence. One wrong move and this could end very badly.

Rainbow begins walking around the room trying to attract as little attention as possible, however her stealth mission doesn't last long when she notices a familiar face in the crowd, a friendly face in this tense situation makes Rainbow smile as she walks over to greet them.

"Hey Sapphire, how'd you get here so fast?" Rainbow inquires while walking up to the pop star. "I didn't even drop your dress off that long ago." Sapphire turns around in surprise but then smiles.

"Well hello again, Isn't this a wonderful surprise? I headed over almost immediately after you left.." Sapphire explains, she's not wearing Rarity's dress, likely not wanting to debut it at this time. "I had no idea you'd been invited."

"For your protection I'm going to let you keep thinking that." Rainbow says, then continues, ignoring Sapphire's confused look. "So listen, I need to find Fleur De Lis. And if I can't find her I'll at least find Fancy Pants. Have you seen them?"

"Straight to the point huh? Most performances have songs before the finale you know." Sapphire states, she then looks at Rainbow's determined expression. "And you don't care. Very well." Sapphire sighs. "I saw them over there speaking to Hoity Toity, their helping with the show." Sapphire points to a sitting area in the corner of the room.

"Thanks a lot." Rainbow says happily, she gives Sapphire a small nod before making her way over to the corner.

Making her way through the crowd of nobles talking about nothing interesting, Rainbow eventually spots the sitting area, consisting of three incredibly soft looking couches around a small table with a red and gold cover over it. On couch holds a stuffy stallion with a puffy shirt and hair with sunglasses on, the other couch holds a very tall unicorn mare, about as tall as Cadence and a unicorn stallion wearing a suit with a monocle on one eye. Looking at the unicorn stallion, Rainbow decides she'd probably call him Fancy pants even if it wasn't his name, which tells her that's probably the guy she's looking for.

"Fancy Pants?" Rainbow calls when she gets close to the sitting area, to her relief the stallion does turn to her with a smile.

"Yes? How can I help you my dear?"

"Ok Good, if you're Fancy Pants-" Rainbow turns to the mare sitting next to him. "-You must be Fleur De Lis right?"

"That's me." The mare answers with a smile and a nod.

"Great, than this is for you." Rainbow pulls the last Canterlot package out and hooves it to Fleur.

"Oh! The dress I ordered from Rarity?" Fleur exclaims. "I wasn't expecting it to be delivered so quickly."

"Well, I'm helping her-" Rainbow falters as she notices Hoity Toity staring at her, seemingly scrutinizing every inch of her. "Get...uh...Ready for the...Uh...Show that...Why are you staring at me!?" Rainbow says under Hoity Toity's gaze.

"You seem familiar." Hoity explains. "I'm simply trying to recall where I've seen you."

"Well you were in Ponyville for that Show Rarity put on." Rainbow offers, recognizing the stallion and realizing this must be the Hoity Toity guy Rarity mentioned.

"Perhaps..." Hoity says thoughtfully. "No, I know now, it was the dress."

"Huh?"

"The Dress Miss Rarity's sister showed me. Clearly you are the model for it." Rainbow just stands there at Hoity's explanation. Rarity made a dress for me? Is that why she wants me in the show?

"Well I say, it's sure to be quite the show if the designs are inspired by ponies like this." Fancy Pants says cheerfully. "What is your name dear? I must ensure I look for you and this dress of yours at the show."

"It's Rainbow Dash. And hey, it was nice to meet you but I've gotta go." Rainbow excuses herself. "I've still got a few deliveries to make today." Plus I don't wanna get caught.All three ponies bid her farewell as she heads back towards the stairs.

This was pretty easy. Rainbow muses to herself. Now I've just gotta leave the way I came and I'm in the clear- Rainbow is pulled from her thoughts by a shout.

"Dreadful! Simply Dreadful!" Rainbow hears a voice say. Taking a quick peek inside a nearby doorway Rainbow sees a tall unicorn stallion carrying himself like he's more important than anypony else speaking to a Pegasus mare in a servants gown. The mare has light brown fur, her auburn red hair kept behind her head in one large braid.

"This simply won't do Spilly Jippy." The Stallion begins, he pauses when the mare speaks.

"Spiffy Jiffy." The Mare corrects timidly. "My name is Spiffy Jiffy Lord Blueblood."

"Right." Blueblood answers dryly. "Now would you care to explain this?" Blueblood asks while lifting a blue decorative tray and an identical red one with his magic. "You placed the rolls on the red tray and the mini sandwiches on the blue tray. That is the opposite of how it should be." Rainbow frowns from her spying spot.

"I k-know my Prince." Spiffy Jiffy stammers. "But I'm a cleaner, not a kitchen worker, I'm only here because we're short staffed for the party. I promise it won't happen again." Leaning closer, Rainbow think she sees a tear and her mood sours further.

"I suppose it's alright." Blueblood concedes. Spiffy Jiffy looks up with relief, she wipes her forest green eyes quickly and offers many thanks before she tries to return to work. She halts at Blueblood's next words. "Though now it's quite clear why there aren't more Pegasi in Canterlot." Blueblood simply states, like he's talking about the weather. Spiffy Jiffy just continues walking back to work, not looking back.

Rainbow Dash grits her teeth, wanting to do something. Glancing around the room an idea pops into her head, any consequences very quickly ignored.

"Hey Princey!" Blueblood hears a shout as a mini sandwich hits his shoulder lightly, turning his head to speak he gasps when he sees something flying at him very quickly.

MOMENTS LATER

"Somepony seize that Riffraff!" Rainbow hears Blueblood shout as she leaps out of his front door, Quickly running past the gate marking the property. The entrance guard stares in confusion at the fleeing mare and then stares In shock as Blueblood comes out of his mansion, his face covered in Blueberry pie.

"You've made a grave mistake." Blueblood threatens.

"I'm not sorry!" Rainbow yells in response, with a quick flap of her wings she rockets into the air. Seconds later, the only thing of her left is her laugh on the wind.

SOON, BACK AT CAROUSEL BOUTIQUE

"That really was fast." Rarity says happily, but not at all surprised. "I was actually worried you'd get lost."

"Nah, it was a synch." Rainbow waves off dismissively. "Every delivery was in the snooty rich part of town. Not that it was all bad."

"I knew I could count on you Darling." Rarity says with a smile. "Now where would you like to go next? The deliveries for Manehatten and the Crystal Empire are ready to go."

"I'll go to the Crystal Empire, Canterlot had so many buildings, I'd like to fly in open air for awhile."

"Sounds lovely." Rarity sighs. "Unfortunately I'm not having as good of a time, Me and Coco have been putting our heads together but we don't have any concrete ideas for the show."

"I tell you what." Rainbow gives a warm smile. "I'll think about it while I'm delivering these outfits, Maybe I'll come up with something you can use."

"That would be marvelous Darling, Thank you."

"Oh, one last thing before I go." Rainbow says with a raised eyebrow. "What are you bribing me with?"

"What?"

"Well yeah, you gave Scootaloo and her friends milkshakes. What are you bribing me with?" Rainbow questions. Rarity's eyes widen.

"Oh my goodness Darling, I'm so sorry, naturally I was planning on paying you in some way for your help." Rarity looks at Rainbow apologetically. "But I'm afraid I wouldn't know what to give you."

"That's ok, I've got an idea." Rainbow gives Rarity a big grin. "Though it is more of a reward for you, not me."

"Alright Darling, You've piqued my interest. What is it?" Rarity asks, she then raises an eyebrow as Rainbow moves a hoof over her lips.

"No questions." Rainbow says quietly, she gives Rarity a cheeky grin as she puts her hoof down. "Let's just say that at sometime within the next few days I will request something of you and you must do it. I promise you'll love it though."

"Really Rainbow Dash?" Rarity asks, suppressing a groan. Rainbow chuckles as she opens the door.

"Hey, this time it's really not something bad, I promised you'd love it and I mean it!" Rainbow declares while spreading her wings. "You just gotta trust me Babe!" And with that she's gone.

Rarity's face turns slightly red at Rainbow's last word and she turns her head to see Coco giggling into her hoof.

Note to self: Ensure Rainbow Dash never calls you that again. Rarity huffs as she sits back into her chair across from Coco. I prefer Rare anyway.

AWHILE LATER: OUTSIDE A RESIDENTIAL HOME IN THE CRYSTAL EMPIRE

"Alright, first stop." Rainbow was in a good mood, this was the first home she delivered to that wasn't a mansion, Flapping over quickly to the door she knocks a few times and then waits.

"Who is it?" Comes a voice from inside, there's something about the voice, But Rainbow can't place it is that bothers her.

"Uh hi, I'm from Ponyville, I'm delivering an outfit from Carousel Boutique to this address. I'm looking for-" Rainbow pulls the package out and looks at the recipients name. She grows skeptical as she reads the name. "Anita life?"

"What was that? I didn't catch that last part." Comes the voice, it sounds close to the door. The pony it belongs to waiting to open the locked door.

"Anita Life?" Rainbow says dryly, but loudly. Her eyes fly open as the door swings open incredibly fast, a pink pony sticks her head out and laughs.

"You sure do!" Pinkie Pie shouts before collapsing into a fit of giggles on the ground. Rainbow's eyes stay wide open.

"Pinkie Pie!? What are you doing here?" Rainbow exclaims.

"What's it look like?" Pinkie asks, still sprawled out on the ground. "I'm pulling a prank on the delivery pony. I wasn't expecting it to be you when I planned this though."

"A prank?" Rainbow questions. "You ordered a dress from Rarity just so you could make a delivery pony say 'Anita Life?"

"Yep." Pinkie says cheerfully.

"You paid in advance." Rainbow says slowly. "And this was an expensive dress." Rainbow looks past Pinkie into the home. "How did you even get permission from the owner of the house to use it for this?"

"That's simple, I'm renting it for the week." Pinkie answers with a smile.

"And you probably had to take a train." Rainbow mumbles to herself, looking between the dress, the house and towards the train station. "You put a lot of effort into this."

"And it was worth it." Pinkie claims as she grabs the box from Rainbow's hooves. She then closes the door behind herself as she goes inside, Rainbow opens it a second later to ask Pinkie something but when she opens the door the house is empty.

"Ooook then." Rainbow says while slowly closing the door. She stares at the house for a bit before flying off.

LATER THAT DAY: OUTSIDE A HOTEL IN MANEHATTEN

"Finally, the last stop." Rainbow sighs happily as she approaches the hotel's front doors. It'd been a long day, not all of her deliveries had been interesting but she'd been practically non-stop flying for a few hours and was glad she was almost done. Stepping through the front doors she flaps her wings to quickly carry herself to the counter. The earth pony stallion at the front desk looks up from a book he's reading when she lands in front of him. The stallion wears a simple suit over his blue fur, his violet mane is combed back.

"Can I help you?" His voice is gruff and it's clear he wants to return to his book.

"Hey, I'm here to deliver a package. Can you tell me where to find-" Rainbow pulls the box out to read the name. "-Bellatrix? What kinda name is that?" The stallion nods In understanding.

"There's nopony by that name in this building." He continues talking before Rainbow can respond. "But I know who you're looking for, she's having all her mail forwarded here while she's in town, she's in the alley on the side of the building."

"The alley? Why is she-" Rainbow just mumbles the rest to herself as she walks away from the counter.

Moments later Rainbow has her jaw wide open in shock as she looks down the alley. A decent sized wagon with a red roof sits in the alleyway, as she approaches the wagon she thinks to herself. It can't be. Rainbow knocks loudly on the wagon's door.

"Just a moment! Trixie will be right there!" Comes the voice from inside. It is.

"What do you want from Trixie?" The voice says again as the door opens. Trixie steps out, her usual robes and hat decorated with stars and moons. She blinks in confusion upon seeing her visitor. "Huh? What are you doing here?"

"I'm here to give you this." Rainbow says as she hand Trixie the box, Trixie looks at the box and facehoofs.

"Trixie thought if she used that name nopony would know it was her, She didn't think about who would deliver it." Trixie mumbles as she levitates the box into her wagon and places it somewhere inside.

"So why the secrecy?" Rainbow asks, genuinely curious. "I doubt Rare wouldn't have made you the dress if she knew it was you."

"Trixie does not like asking favors, or ponies knowing she did so." Trixie explains, turning towards her wagon with a huff.

"Are you really embarrassed about this?" Rainbow asks in disbelief.

"That is for Trixie to know and for you to not know."

"So, I'm guessing you're still in show business?" Trixie looks at Rainbow in surprise. "How's that going?"

"Um... Well, Trixie is doing fine." The showmare answers slowly. "Why do you care?"

"Well, are you planning revenge on Twilight? Or have any evil amulets?" Trixie shakes her head. "And I'm sure Twilight wouldn't want me to fight you. So that just leaves being civil."

"Fair enough." Trixie shrugs. "And though it pains Trixie somewhat, She requests you thank Twilight for Trixie, Trixie has been trying to be a little more humble and It's actually been helping her business."

"Cool, cool." Rainbow says. "So why'd you want the dress anyway?"

"That is Trixie's business, not yours." Trixie huffs. "Though it is good you brought it, Trixie had decided to leave town once her dress arrived."

"Where you headed off to?" Rainbow inquires.

"Trixie doesn't know yet, She figures she'll just head out and perform at any towns she comes across." Trixie's horn glows and her wagon moves, Parts of the wagon fold in and compress, making the vehicle smaller and more aerodynamic. "Trixie bids you farewell."

"Wait hold on!" Rainbow shouts before Trixie can head into the wagon, Trixie stops and tilts her head slightly backwards in interest. "I just thought of something."

Rainbow grins at Trixie. "You're a performer right?" The question is rhetorical of course but Trixie nods anyway. "How would you like a job working on the biggest event coming up in Canterlot?"

"You have Trixie's attention." Trixie responds as she fully turns around.

"This guy, Hoity Toity, He's putting on this huge Fashion show. There are gonna be a lot of Ponies there." Rainbow explains. "My friend Rarity is the closer on the show, but she's having some trouble with the presentation-"

"Say no more." Trixie silences Rainbow by raising her hoof. "You wish for Trixie to assist your friend in her show?" Rainbow nods vigorously in response. "Trixie does not simply do favors you know."

"Well duh we'll pay you, I'll pay you by myself if you want." Rainbow assures the showmare. "I just figured, it'd sorta be like putting on your show, except with a humongous crowd of ponies." Rainbow gestures with her hooves spread wide, assuming the show will attract a lot of attention.

"Trixie does have some new tricks she wants to try out." Trixie muses while rubbing her chin with a hoof, eventually she turns to Rainbow with a large smile. "Trixie has one simple condition."

"Name it."

"Trixie will have full creative control." Trixie states boldly. "All you and your friend will need to do is show Trixie what she is working with, Trixie will dazzle the audience on her own."

"Hey, that sounds fine to me." Rainbow shrugs. "Though you may want to run this by Rare before we settle anything."

"Very well." Trixie sighs. "In the interest of making bits Trixie will assist you, though she is very serious about that complete control thing." Trixie's horn glows as her wagon is surrounded in her aura. Moments later it begins floating off the ground, though not going very high. "Trixie's wagon is as light as a feather, she will get some rope from inside and you can pull the wagon and Trixie to Ponyville."

"Let's just hope this trip to Ponyville goes better than your other ones." Rainbow jokes, Trixie looks crossly at her and she looks away sheepishly. "Sorry."

"Trixie has increased her bill." The showmare huffs as she walks into her wagon. "Be careful or Trixie may become to expensive for you."

Rainbow rolls her eyes, when Trixie levitates a rope out of the wagon and ties it to a post on the vehicle Rainbow flaps her wings to float as Trixie ties the rope around her stomach. With a few experimental flaps Rainbow finds that it is actually pretty easy to pull the cart, she barely feels it behind her as she flaps her wings to take her and Trixie higher and higher. Reaching a cruising speed Rainbow Dash begins flying in the direction of Ponyville.

LATER: OUTSIDE CAROUSEL BOUTIQUE
"So Trixie is just going to put this wherever." Trixie says as she moves her wagon around Carousel Boutique, trying to decide the best place to put it.

"I don't know about this Darling." Rarity says skeptically as she watches the Showmare moving around her home.

"I know Rare, after what happened, Makes sense to not really trust her." Rainbow admits. "But I don't really think we need to worry, If she tried anything Twilight could just beat her again."

"She did seem genuinely interested in helping." Rarity ponders as she watches Trixie, The showmare has chosen a spot near the front door, directly to the right of it. "I suppose everypony deserves a second chance."

"First." Rarity turns in confusion at Rainbow's statement.

"What was that darling?"

"Well just think about it." Rainbow rubs her head awkwardly. "Did we really even give her a First chance when she came to Ponyville?"

"It was so long ago now." Rarity says while considering Rainbow's words. She turns to Trixie as the showmare steps back from her wagon to inspect it's position. "Trixie!" The Fashionista shouts to get her attention.

"What is it?" Trixie asks with slight irritation as she walks up to Rarity and Rainbow Dash.

"You're hired." Rarity proclaims happily, A hint of a smile appears on Trixie's face before she replaces it with a look of professionalism.

"Of Course Trixie is, She is the best choice after all." Trixie holds her head high as she walks back to her wagon, she quickly looks back. "Thank you." She says suddenly before hoping into her wagon and closing the door. Rainbow and Rarity laugh lightly at her actions.

"I'll discuss the presentation with her soon." Rarity says with a thoughtful expression. "I'm going to let everypony know she's in town. So they all know she's not up to any trouble."

"I'll see you tomorrow Rare." Rainbow waves goodbye as her friend begins to head into town. "I got somethings to take care of."

Once she's sure that Rarity can't see her Rainbow dashes into the Boutique. It takes her only a moment to locate the mare she's looking for.

"Hey Coco!" Rainbow shouts as she flies in front of the surprised mare.

"Oh! Rainbow Dash, can I help you?" Coco asks once her surprise subsides.

"You most certainly can." Rainbow backs up a little and adopts a more serious expression. "Now I know we don't really like each other, but let's put that aside for now for Rarity's sake."

"Um...Ok?"

"Now listen closely, This is important." Rainbow urges Coco to lean in, once she does Rainbow begins whispering into her ear.

"Really?" Coco asks surprised. "I'd love to help." She agrees with a smile.

The two conspirators share a laugh as they discuss Rainbow's plan. Occasionally Rainbow gestures a hoof towards the Showmare's tent visible outside the window. This show will be something to remember.

Author's Note

I wanted this Chapter to be published sooner but I didn't work on it as often as I may have wanted to. There were other things I felt like doing, I'm sure some readers can relate to that. Anyway, I hope this chapter turned out alright, It was getting a little long So I didn't do every delivery that Rainbow Dash had. Honestly this chapter is mostly filler before we get to the big Fashion show in Canterlot, Though some important things did happen.
Sapphire Shores will be returning for the Fashion show though likely won't be seen afterward, Were her Concert metaphors weird? I won't have her do them again if they were.
And of course, the big development in this chapter is that Trixie will be helping with the performance. Though Rarity is a Fashionista, as a showmare Trixie is a natural pick to make the show incredible. There wasn't much Romance in this chapter But I promise the fashion show will have more.

As Always, thank you for reading. I hope I'll have the next Chapter finished soon for you.

The Day Before

Soaring through the sky, Rainbow Dash positioning clouds for todays weather. The forecast calls for a light drizzle around noon and she had to make sure the clouds were placed just right. Flying down to the ground, Rainbow looks up to make sure the clouds are correct, nodding in approval of her own work she turns towards Carousel Boutique. She stares forlornly at the structure, silently wondering if she'd get an answer if she knocked on the door. Seeing movement in the corner of her eye she turns to the wagon to the right of the door as it opens up and it's owner steps out.

"She hasn't come out today." Trixie states after looking at the door and then to Rainbow Dash. "Does she do this often?"

"Not really." Rainbow says uneasily. Days ago, after Rarity's first meeting with Trixie to discuss the presentation at the show Rarity had proclaimed she was struck with incredible inspiration and had shut herself inside the Boutique for days, even Rainbow or her other friends hadn't been inside. Sweetie Belle had been inside of course but she hadn't told anypony what was happening.

"Trixie needs to discuss the show." Trixie mumbles irritably. "She has a lot of tricks to plan so she must know what she is planning around."

"AND YOU WILL!" Comes an excited shout from inside the Boutique. the two mares turn to the sound just as the doors burst open. Rarity emerges from the Boutique, her mane is messy and she has bags under her eyes.

"Well somepony let herself go." Trixie says dryly, Rainbow jabs her in the side with a hoof.

"Nice to see you again Rare." Rainbow says with a smile. "If anypony can make that look good, it's you."

"Yes, yes I know." Rarity says while using her magic in an attempt to straighten her main. "I've just been up the last few days getting these dresses done."

"What dresses?" Rainbow asks. "I made all the deliveries and you already picked the outfits for the show."

"That was until I spoke to Trixie." Rarity explains. "Our conversation made me realize, I could do so much better! I've been working on brand new designs for the last few days."

"Trixie inspired you?" Trixie smiles. "Trixie is honored."

"How many did you make?" Rainbow asks while leaning to look around the Fashionista, trying to see if she can see anything inside the Boutique.

"Well the show calls for ten designs and I already had the dress I made you." Rarity muses quietly. "So nine."

"Geez Rare, the shows coming up. You sure you should be working yourself so hard?" Rainbow asks with concern.

"Trixie doesn't wish to be the bearer of bad news." Trixie interrupts. "But we should be preparing to board the train today. Unless you want to miss the show, in which case Trixie will just take her money now."

"It's that time already?" Rarity asks, her tired mind having lost track of time. Rainbow and Trixie nod, Rarity's eyes open wide.

"Oh dear, we best get ready then. Trixie, we'll meet you at the station." Rarity instructs before turning to enter her home. "I'll get ready, make sure you have everything you'll need."

The three mares split up, heading to their respective homes to get what they need.

SWEET APPLE ACRES

"Are you sure it's not any trouble?" Rarity asks anxiously. Needing to head to Canterlot, Rarity would be gone for a couple of days, one for prep before the show and the other for the show itself. She's come to Sweet Apple Acres to ask Applejack for help, She needs the farm pony to look after Sweetie Belle while she's away. Currently Sweetie Belle is playing with Applebloom.

"Well sure, But me an the rest of the girls were gonna head up to see the show tomorrow anyway." Applejack explains with a raised eyebrow. "Why don't you just take Sweetie with?"

"I'm going to be very busy setting up for the show, I'm just afraid I wouldn't be able to watch Sweetie Belle properly, especially in a big city like Canterlot." Rarity answers.

"Ah can understand that." Applejack admits. "Well, don't y'all worry none, I'll look after her and we'll see you at the show." Applejack promises. As the two mares talk a little more, just a little ways down the path Rainbow Dash is saying her own goodbye to a little orange Pegasus.

"Do you really have to go right now?" Scootaloo pleads with puppy dog eyes. Rainbow ruffles her hair playfully.

"It won't be so long Squirt, I'll be back before you know it." Rainbow assures. "You got that journal I gave you?" Scootaloo nods.

"That thing is packed full of exercises that will help your wings get strong and ready to fly. Whenever you do one you gotta put a checkmark on the page, I want every page to have at least two checkmarks Scoots, got it?" Scootaloo nods in understanding, Rainbow ruffles her hair again and talks in a joking voice. "And I'll know if you didn't really do them. So you've been warned."

"Rainbow Dash...I..." Scootaloo says nervously. "I've been thinking...About how fun it was sleeping over at your house... I was thinking maybe you could-"

"Have you over again?" Rainbow finishes for her pupil. Scootaloo looks up at her startled before looking away with a blush on her cheeks.

"Uh...Yeah...That's....That's what I was wondering."

"I tell you what Squirt, why don't you talk to Caregiver while I'm gone? And tell me what she says next time we see each other OK?" Rainbow offers, the filly nods happily, leaping forward she wraps the older Pegasus in a hug. Scootaloo and Rainbow stay that way for a little while before separating, Rainbow turns to Rarity as she walks over.

"Are you ready to get going Darling?" The Fashionista asks.

"Sure thing Rare. Let's go meet Trixie." With a final goodbye, the two mares head out to the train station.

THE TRAIN- PONYVILLE TO CANTERLOT

"This stinks." Rainbow mumbles, she lifts a rubber ball in her hoof and throws it at the wall of the train, it bounces down onto the floor and rebounds back up onto Rainbows waiting hoof, who promptly throws it at the wall again repeating the process.

Rainbow has been sitting alone since the train ride started, Rarity and Trixie have been talking in the adjacent car. They've been discussing the show the entire time, the more Rarity seems to talk the more excited Trixie seems to become. Rainbow got a little bored, having little to offer to the conversation, Trixie conjured up the rubber ball she's playing with to give her something to do.

"That is not good enough!" Trixie's voice floods into the room as the door opens and Rarity and Trixie come into the car. "Trixie has so many ideas, Trixie demands the show begin immediately so she may show everypony she is the best." The showmare declares with a flourish of her cape.

"Darling please." Rarity laughs, she yawns lightly before continuing. "There will be plenty of time for your performance, I insist you be patient though."

"Trixie will if she must." Trixie says with a huff. "But she will not like it." Rarity and Rainbow laugh just a little, Rarity wobbles slightly before shaking her head and smiling.

"Right then, I believe we've discussed all we need."

"Yes, Trixie knows what to do." Trixie waves off dismissively. "Trixie will now get to practice so she does not die from boredom." Trixie swishes her cape and returns to the train car she just came from, moments after the door closes Trixie's horn glows and a strange mist shrouds all view of the car.

"She certainly has a sense of flair, doesn't she?"

"Isn't that why you hired her?" Rainbow questions as the two mares sit next to each other.

"I suppose so." Rarity says thoughtfully while looking at the train car Trixie is in. "Show business certainly is the perfect career for her."

"I never thought I'd say this about a fashion show. But I'm actually a little excited for it." Rainbow says with a chuckle.

"I'm so glad to hear that." Rarity says sleepily. "Oh my dear Rainbow Dash, I have many things to teach you." Rarity mumbles as she lays her head onto Rainbow's shoulder. Rainbow strokes her head gently while laughing quietly.

"Take it easy Rare, I'm not joining the fashion side just yet." Rainbow waits for a response but her only answer is the slow steady breathes of her sleeping friend. Rainbow settles into her seat with a smile.

Rainbow blinks as she looks forward out the train window, she rubs her eyes to make sure she's not imagining the pink party pony right outside.

"Pinkie?" Rainbow gasps in disbelief, sure enough Pinkie Pie is outside the train car window, she clearly isn't holding onto anything meaning she's keeping up to the train herself somehow.

Pinkie waves at Rainbow Dash, she then tilts her head while pointing towards Rainbow. Rainbow Dash stares at Pinkie in confusion, the party pony rolls her eyes and puts her hoof down, she then raises it and her other forehoof up holding the head of a Ponyquin. Once again gesturing at the Pegasus Pinkie lays her head down on top of the Ponyquin head. Rainbow Dash slowly lowers her head on top of Rarity's, her nose just a little away from her horn, Rainbow looks at the window but Pinkie isn't there anymore. Rainbow keeps her head where it is, her eyes drift closed with a smile.

DOWN THE TRACKS

"Did it work?" Discord inquires to the Pink pony on his back as he floats in the air like a winged snake. He snaps his talon and the Ponyquin head he created vanishes.

"It sure did!" Pinkie exclaims while bouncing with joy. "They looked so cute!"

"But we can't let up yet." Discord says while standing to his full height, Pinkie slides off the Draconequus' body with a giggle. "Seeds are being planted, but we'll need to do more to make them grow." Discord muses while rubbing his beard.

"Of course!" Pinkie says with determination. She then looks at Discord with a raised eyebrow. "Hey, Fluttershy is cool with you helping play matchmaker right?"

"Are you kidding?" Discord waves off dismissively. "She was over-joyed at the idea."

EARLIER: AT FLUTTERSHY'S COTTAGE

"Bye Fluttershy! I'm going to help Pinkie Pie make two of your best friends fall in love weather they like it or not! Don't wait up!" Discord yells before he closes the door to the cottage behind him. Fluttershy just stares at the door and blinks.

BACK AT THE TRACKS

"Alright, here's what I'm thinking." Discord says as he continues rubbing his beard. "You head on back to Ponyville, I'll take care of things here." Discord looks at the train as it gets smaller in the distance. "I'm going to have a word with that showmare." Discord snaps his talon and vanishes with a flash of white and a cackle. Pinkie waves at where her friend used to be before starting to hop back to Ponyville.

CLOUDSDALE HOSPITAL

"And that is the extent of my current research into medicine." Twilight concludes her thirty minute presentation by collapsing her pointing stick back to a small size. "Unfortunately I didn't find any spells or magical items that could help." Twilight says with disappointment as she turns around to face Morning Dew. The Princess is surprised when the mother seems to be paying complete attention.

"Did you actually listen to all that?" Twilight asks in amazement, a small smile forming on her face.

"It'd be rather rude if I didn't." Morning Dew states matter of factly. "Besides, there was a lot of stuff you said that I didn't know." The mother says with a smile.

"Thank you, I don't often get to give lectures like that." Twilight says happily.

Unbeknownst to any of the other elements, Twilight had taken it upon herself to visit the ill Pegasus while Rainbow and Rarity are busy, mostly she'd just been excited to meet the family of one of her best friends. While all she'd done so far was talk about her medicine research, Twilight was having a good time.

"Though I am curious." Morning Dew begins. "You talked about how medicine has evolved over the years, but you didn't talk much about ancient Pegasus medical techniques."

"Oh well, I've never seen many books about that in the libraries I've been in." Twilight says slowly. "Why? Are ancient Pegasus techniques very different from the other pony tribes?"

"You could say that." Morning Dew chuckles. "I could tell you about it, I studied history a lot when I was in school."

"Really?" Twilight says with a large grin. "I'd love to hear about it."

"My pleasure Princess." Morning Dew says with a slight bow.

"Oh, You can just call me Twilight." The Princess insists.

"Alright, but I expect you to listen closely, I don't intend to repeat myself." Morning Dew says, only joking a little. Twilight immediately sits down and pulls out a pad and quill, entering full student mode.

"The first thing you'll need to understand is that the clouds were used in the majority of ancient remedies." Morning Dew explains. "Ancient Pegasi believed that due to their ability to interact with the weather meant that the weather would help them when they needed it."

Twilight listens and writes, completely absorbed in every word as the mother speaks, the two stay this way for awhile but eventually Morning Dew grows tired and the lesson must end. Twilight assures the mother she will return to learn more another time.

CANTERLOT TRAIN STATION

"Come along now slowpokes, Trixie will not wait forever." Trixie calls to the other occupants of the train. It'd been a few minutes since the train stopped at the station and her companions had not come out yet. "Trixie is getting impatient! You won't like Trixie when she's impatient!"

"That's funny." Rainbow's voice can be heard, moments later the Pegasus steps out of the train, a white object on her back. Rainbow smirks as she walks up to Trixie. "Impatient Trixie seems pretty similar to normal Trixie."

"Trixie does not think you're funny." Trixie responds flatly, tilting her head to look behind Rainbow Dash she sees that the Pegasus is carrying her friend on her back. "What are you doing back there?" Trixie walks over and taps the Fashionista, only for her to scrunch her nose and squirm, her head cuddling into Rainbow's mane.

"Yeah, she's pretty beat." Rainbow says with a chuckle. "I'm going to let her rest for awhile longer, she'll need it for the show."

"Normally Trixie would just wake her up anyway." Trixie rolls her eyes. "But Trixie has decided to let you deal with this."

Rainbow lets out a giggle as Rarity adjusts a little more on her back and lets out a tiny squeak of a snore. "Thanks I guess, now come on, we gotta get heading out. I think I remember where we're supposed to go."

"That's reassuring." Trixie mumbles as she follows Rainbow into the streets of Canterlot.

A BIT LATER: SAPPHIRE SHORE'S HOUSE

Having knocked on the house door a minute ago, Rainbow Dash was getting impatient and was seriously considering just bursting through the door, the passenger on her back made her decide against that though. It only takes another minute for the door to open, Sapphire Shores blinks before smiling.

"Oh, Hello Rainbow Dash, what can I do for you?"

"Hey Sapphire, what took so long? Are you the only one here?" Rainbow inquires with a raised eyebrow.

"Oh yes I am. I would hire some workers or something but." Sapphire shrugs. "I rather prefer to live alone, A solo performance can be just as thrilling as an entire band I say, though a duet is what I'm hoping for someday."

"Yeah, yeah, I hear ya." Rainbow nods in agreement, starting to grasp Sapphire's metaphors. It's at that moment the show-mare decides to make herself known.

"Excuse Trixie." Trixie says as she walks up to stand next to Rainbow Dash. "She is wondering why we are speaking to this pony instead of the one actually planning the show?" Sapphire looks at Trixie with confusion.

"I'm sorry, who is Trixie?" At that question, Trixie turns to the pop star with a glare and sharply points to herself.

"Trixie is Trixie! Why must Trixie always explain this?" Trixie looks away with a huff. "It's like nopony ever pays any attention."

"Sorry, apparently she gets that a lot." Rainbow says as she looks at Trixie before turning her attention back to Sapphire. "But she is right, We were actually going to head to Hoity Toity's to talk to him about the show but I kinda only remembered where you live, I was hoping you could help."

"So you didn't know where we're going?" Trixie accuses with a point of her hoof. "Trixie knew it!"

"Um, I'm a little lost." Sapphire says slowly. "I feel like I missed choreography rehearsal, weren't you helping Rarity with her show?"

"Course I am." Rainbow assures. "She's right here." Rainbow tilts her body to display the sleeping Unicorn on her back. "She's a bit tuckered out, a lot of last minute work."

"Trixie is helping with the show as well, out of the goodness of her heart." Trixie explains as she returns to the conversation. She turns away for a moment. "And for the bits too but whatever."

"Well that's wonderful." Sapphire says happily. "Well, why don't you all come in? I was gonna start dinner soon." Sapphire moves to the side and gestures for the three mares to enter.

"That sounds nice Sapphire but we gotta find Hoity Toity." Rainbow insists.

"Why do you think I'm inviting you in?" Sapphire asks with a chuckle. "Hoity is coming over later, you can talk to him then."

"Well." Rainbow turns to her awake companion for advice, after an apathetic shrug from the showmare Rainbow turns back to Sapphire with a smile. "That sounds fine."

"Trixie guesses her break is over." Trixie sighs and uses her magic to grab a large pile of suitcases that had been sitting a distance away, while Trixie had brought some essentials, most of the luggage was Rarity's. With a little strain, Trixie brings the giant pile slowly into the house.

SOON: INSIDE A GUEST ROOM IN SAPPHIRE SHORES' HOUSE

"Please tell me you're joking!" Rarity shrieks at Rainbow Dash, her voice and eyes filled with panic.

"Um...I'm not?" Rainbow says nervously.

"You carried me on your back!? While I was asleep!? ALL THE WAY THROUGH CANTERLOT!!?" Rainbow Dash nods slowly, Rarity raises a hoof to her forehead and faints dramatically, though she pops back up a moment later.

"Rainbow Dash! I am absolutely mortified! My public image has likely been completely tarnished forever!"

"Rare, relax." Rainbow says uneasily. "I doubt anypony even knew it was you, your face was snoring into my mane the whole time." Surprisingly that doesn't improve Rarity's mood.

"Rainbow Dash! I do not snore!" Rainbow Dash flinches.

"I know, I know. I just wasn't sure what to call it." Rainbow defends. "It was like this little squeak."

"Trixie doesn't get the problem." Trixie says with a bored face. "Trixie used a cursed magical artifact to try and destroy Sparkle and nopony even threw a single tomato at her when she was in your town earlier." Trixie rolls her eyes. "Clearly ponies are pretty relaxed about most things."

"Trust me, it's important to Rare." Rainbow says as she turns to look at the showmare. "Can you give us a minute to work this out?"

"Whatever." Trixie says as she starts walking out the door. "Nopony said Trixie couldn't take anything from the fridge so Trixie will just help herself."

Rarity huffs. "I know you're not really interested Rainbow Dash, you think I'm being silly."

"Don't put words in my mouth Rare." Rainbow says as she hops onto the bed and sits next to Rarity. "It's important to you, so it's important to me."

"It is?" Rarity asks in surprise, she turns her head and the two mares' eyes meet.

"I'm not exactly a social etiquette master." Rainbow begins. "And I don't really put much thought into what other ponies are gonna think when I'm doing something."

"But..." Rainbow hesitates. "I know that fear, that one little mistake will ruin everything, You're worried that one second you could have everything... And then have nothing...have nopony."

"Rainbow Dash..." Rarity says quietly, she reaches a hoof out towards the Pegasus but her companion looks down at the bed, away from her.

"Rarity, I've felt what it's like to have everypony love you." Rainbow speaks slowly, her voice practically monotone. "And then to feel what it's like to lose it all, to see it all go to somepony else. You're confused, you're scared, you don't know what you did wrong." Rainbow Dash suddenly raises her head and locks eyes with Rarity. "I will never let that happen to you." Rarity stares at her friend with wide eyes.

Is she talking about the My- Rarity mentally reprimands herself. Let's not think about that. Rainbow Dash stands up from the bed.

"I promise nopony saw your face while I was carrying you, but if I ever do something, or start doing something that you're worried will effect your reputation. I promise I'll stop." Rainbow promises with determination. Rarity smiles at her.

"Th-Thank you Rainbow Dash." Rainbow Dash takes a step back at Rarity's words.

"It's fine." Rainbow turns to the door. "Listen I'm gonna go freshen up or whatever before dinner, I'll see you later." Rainbow Dash leaves slowly, occasionally looking back at the fashionista.

Rarity just sits there in silence, unsure what to do, think or say. As she sits there, memories come unbidden to her mind, memories of a masked mare and a frustrated and angry Pegasus. Rainbow Dash...?

A LITTLE LATER: MANSION DINING ROOM

"Hi everypony." Rainbow Dash greets as she enters the dining room, she'd been gone in the washroom for a little while so everypony else was already there. Sapphire Shores had made a simple meal, some soup and sandwiches.

"There you are Darling. We were waiting for you." Rarity greets.

"Trixie wasn't."

"Oh hush." Rarity says with a huff, she looks at Rainbow and smiles. By looking at each other the mares can tell a couple things, Rainbow Dash can tell Rarity isn't one hundred percent sure what Rainbow was thinking about earlier and Rarity can tell Rainbow doesn't want to talk about it. The Rainbow maned Pegasus sits down at the oak table and the two continue like normal.

"It's nice to have company." Sapphire Shores notes happily. "Though it is sort of about business so that's normal."

"Actually." Rainbow says while rubbing her chin. "Aren't you involved with the show too? Maybe you can tell us something."

"While it's true Hoity Toity asked me to be a speaker at the show along with him I'm afraid I'm the backup singer for this performance, not the star."

"And you are fine with that?" Trixie asks skeptically. "Trixie would settle for nothing less than being the star."

"Oh really? What do you call our arrangement than?" Rarity asks with a giggle, the showmare just looks away, a light blush on her face. Rarity looks at Trixie for a moment, a thoughtful expression on her face.

"Anyway, I can tell you what I know." Sapphire offers. "There's actually a large stage being constructed for the show, the finishing touches are almost done. What's happening tonight is that all the designers are bringing their works to the stage, you'll meet the models who will wear them and be able to speak with Hoity about what pyrotechnics or other things you'll need to set up for your portion of the show and naturally you'll find out the order you'll perform in."

"Except us, we are guaranteed to be last." Trixie says with a shrug. "Save the best, as they say."

"Can't argue with you there." Rainbow says with a grin.

"Calm down girls." Rarity says while waving her arms gently. "It will be up to the audience and critics whose designs are truly the best. We need to try and prove that, that it's us."

"Very well said Ms. Rarity." A voice from the doorway gains all four mares attention. They all turn to see Hoity Toity standing there, though his large glasses obscure much of his expression a very slight smile is visible.

"It's as you said. This is the largest fashion show ever done, as such every critic in Canterlot will be there to see how the show does. Every designer must bring their A game. This show could make or break a career, including mine." Hoity Toity explains as he walks up to the table.

"I'm well aware of the stakes and I assure you I have brought my A game. I've even gotten some other ponies to help make the show even better." Rarity says with confidence as she gestures to her two companions. Hoity Toity observes both mares closely, he pauses for a moment when he looks at Trixie.

"Do I know you?" Hoity Toity asks. "You seem familiar."

"No, we've never met." Trixie assures him, though a barely noticeable frown adorns her face. "Not once."

"Hoity Toity! Welcome." Sapphire says cheerfully as she stands up and walks over to shake the stallion's hoof."I wasn't expecting you till later."

"I had some free time." Hoity says matter of factly. "I was planning on meeting with one of the designers but she never arrived." Hoity looks pointedly at Rarity, but he doesn't look mad, a little annoyed but not truly mad.

"Oh my goodness." Rarity says with wide eyes. "I am so sorry! I was planning to come but I'm afraid I have been a little busy."

"She fell asleep." Rainbow says suddenly. "She worked herself really hard making some outfits before the show."

"Really?" Hoity inquires, he looks at Rarity and uses a hoof to slightly tilt his sunglasses, though it clearly doesn't effect his ability to see at all. "Then I will certainly look forward to your portion of the show. I expect big things." Hoity Toity put his hoof down and begins walking out of the room, just before leaving he turns back to Rarity. "I'll show you to the stage, I'll wait five minutes at most."

"Always the straight forward one." Sapphire says while shaking her head. "I suppose you shouldn't leave him waiting."

"Alright, you girls better come to." Rarity addresses her companions.

"Right behind you Rare."

"Trixie will come." Trixie huffs. "But only because she must see the stage."

"Actually I had an idea." Sapphire says to gain the three mares attention. "You see Hoity Toity actually arranged places for all the designers to stay while their in town, that's why he wanted to meet you earlier. But I thought perhaps you'd be interested in staying here? I have plenty of guest rooms."

"What? We couldn't possibly intrude like that." Rarity immediately declines.

"I insist, It'd only be for tonight. You can go to your own homes after the show tomorrow." Sapphire waves Rarity's worry off.

"Trixie thinks it's a good idea." Trixie gestures to Rainbow Dash. "This is the only home we know the location of after all."

"So I got lost! Sue Me!" Rainbow says while throwing her hooves up in exasperation.

"Alright, alright, that's enough." Rarity hushes the two mares and they quiet down. "Let's go take a look at the stage, we'll be back later Sapphire."

With a short farewell to their host the three mares head out.

A COUPLE MINUTES LATER: THE STAGE

All three mares stare with mouths agape at the massive structure, the stage begins with a large platform that could hold over one hundred ponies, plenty of space for anything the designers would want to set up for their portion of the show. To the right of that is a raised circular platform with a desk with two microphones on it, likely for Hoity Toity and Sapphire Shores who are the announcers for the show. And of course branching off the initial platform is the runway, a very long stretch that will give everypony in the crowd plenty of time to marvel at the designs on display. Standing next to the front of the runway is a large group of designers, although there could be more than thirty designers here they take up very little space around the runway, the area around the stage has enough space to hold hundreds possibly up to a thousand ponies or more. Rarity and her companions walk to stand with the designers while Hoity Toity gets onto the runway to address them all.

"Welcome designers, both veterans and newcomers alike." Hoity Toity begins. "As you are all aware this show will be the largest ever held in Equestria, a large amount of talent will be on display with an incredible number of designs. This show was created from a dream of mine to bring the greatest and most promising creators from all around together." Hoity pauses for a moment. "However, you must not let your inclusion in this show make you believe that this is all for simple enjoyment or for my amusement, every critic in Canterlot will be here to judge every single one of us. If your designs are to simple or dull or similar to something already existing the reception of this show could be jeopardized, If you have brought anything less than your absolute best I request that you leave right now." Hoity Toity sits and waits to see if anypony leaves, surprisingly a couple of ponies do leave, looks of shame and disappointment on their faces. Hoity looks happily at the remaining artists.

"Very well, allow me to present the models for the show." Hoity claps his hooves and ponies begin filing out from back stage, many beautiful mares and handsome stallions come out and stand along the runway, among them is Fleur De Lis herself, standing tall among the other models. "These are the ponies that will be wearing your designs, take your time to look them over. To make every portion of the show unique we have enough models for everypony, once somepony enlists a model you cannot use the same one." A quiet murmur goes over the crowd but eventually the designers begin walking along the runway and observing the various models, each pony tribe is represented in the line up with numerous models.

As Rarity walks along the runway she notices something odd, the majority of ponies are bypassing Fleur De Lis, occasionally a designer will look at her but then hang their head and walk away. Rarity realizes this is likely due the Fleur's size. Fleur De Lis is taller than the average mare so very likely the other designers had created designs with other mares in mind, not her specifically. Luckily for Rarity and Fleur, Ponyville's premiere fashionista is prepared.

"Fleur Darling." Rarity says happily as she walks up, Fleur turns and smiles back. "I'd be honored if you would assist me with my show."

"My pleasure Ms. Rarity." Fleur says with a smile while slightly inclining her head for a light bow.

Rarity selects a few more models, though to many ponies confusion she selects two less than everypony else, fewer when compared to ponies who brought an excess number of decisions. Hoity glances at her, his raised eyebrow barely visible over his glasses.

"Oh, I can explain." Rarity says before anypony says anything. "My two companions, Rainbow Dash and Trixie will be wearing a couple of my designs for me."

"That's a bit unorthodox." Hoity says as he adjusts his glasses. "But I shall allow it." Hoity returns to addressing the entire crowd. "Now, you must familiarize yourselves with the stage, each of you has a room in the back for preparation so please locate them now." Hoity waves a hoof and the models follow the designers back stage.

"Here we go." Rarity says as she points to a simple wooden door with her name on it in a golden plaque, Rarity opens the door with her magic and the models begin filing inside, Rarity holds up a hoof to stop her companions. "Hold on you two."

"I want you two to be as surprised as the audience." Rarity explains to their confused expressions. "I'm going to have the models try on their dresses, but even though you two are in the show I want it to be a secret."

"Trixie wanted to talk about that." Trixie says with a grunt. "Since when is Trixie physically in the show? She thought she was just going to be in the back using her magic."

"That's true, you were." Rarity admits. "But when you spoke to Sapphire about wanting to be a star I realized this was a great way to repay you for helping with my show."

"And the bits right?"

"Of course you'll get your bits." Rarity deadpans. "Honestly who do you think I am?" Rarity shakes her head in amusement. "Now then, I have the perfect dress for you." Rarity leans over and starts whispering into Trixie's ear, Trixie starts grinning with glee.

"Oh, that is magnificent." Trixie coos as she rubs her chin. "Trixie will need to alter one of her performances but it shall be great! AND POWERFUL!"

"AND IT SHALL BE TRIXIE!" Rainbow Dash shouts alongside the excited Showmare.

"YES IT SHALL-" Trixie pauses and lowers her fore-hooves, having raised them when she shouted. She looks at Rainbow, completely unamused. "You are still not funny."

"Eh, I'll work on it." Rainbow shrugs.

"Alright girls, wait out here. We'll have our own dress rehearsal at Sapphire's house." Rarity says as she back up into the room. "And try not to get into any trouble." Both her companions just roll their eyes and make a sarcastic remark.

"Well now what?" Rainbow asks Trixie, who just shrugs in response, Rainbow starts scanning around the room until she notices a beige colored earth pony heading towards them.

"Hey Coco!" Rainbow waves as the mare in question walks over, once she's close enough Rainbow begins whispering. "Did you finish that thing we talked about?"

"Sure did." Coco nods happily while whispering back. "I'm holding onto it until it's time."

"That's good, thanks. Trixie, you know what to do right?" Rainbow says while looking at the two other conspirators.

"Of course Trixie knows what she's doing, She always knows what she's doing." Trixie stares at Rainbow for a moment. "You know what? Trixie is going to take that last part back before you make a quip about the Alicorn amulet."

"You're smart." Rainbow says with a smile. "That's not like a sore subject or anything is it?"

"Trixie has learned that most bad things in Trixie's life are Trixie's fault." Trixie says forlornly. "She is moving on so feel free to make any jokes should they come to you."

"We all make mistakes." Rainbow admits. "I'm glad you're here to help though." Rainbow says with a smile as she holds her hoof out, Trixie pauses for a moment before bumping it.

"Ugh, this is to sappy for Trixie, can we leave yet so she doesn't have to continue this conversation?" Trixie groans in annoyance, Rainbow chuckles in response. Coco just observes the exchange, unsure how to react to it.

"Yes, we can go." Rarity announces as she walks fully out of the dressing room, her companions turn around, unaware the door had even opened.

"I just finished speaking to the models, everything should be ready for the show." Rarity giggles a little. "Did I miss something though? What have you three been talking about?"

"Uh...Nothing, nothing major." Rainbow says with a little unease, though she is convincing as Rarity seems to believe the answer.

"I'm going to trust you on this." Rarity says simply. "Now come along, we should get rested up for the big show tomorrow."

Bidding farewell to Coco Pommel until tomorrow the three companions return to Sapphire's home. The three talk on the way home and Trixie ends up receiving many taunts from the other two mares when she almost laughs at a joke Rainbow makes.

THAT NIGHT: SAPPHIRE'S DINING ROOM

Sitting alone in the dining room of Sapphire's mansion, with only a couple candles lighting the room, Trixie sits at the table with her head on the surface, the drink right next to her head. If one was to truly pay attention they would not see a mare in a slump, but rather one in deep thought. That's the impression Sapphire Shores gets as she observes her guest.

"So... I'm guessing somethings wrong?" Sapphire says carefully as she approaches the showmare. Trixie sits up suddenly and whips around to stare at the new pony in the room, she looks between Sapphire and the drink on the table.

"Trixie isn't going to sugar coat it, she raided your cellar." Trixie says calmly, without breaking eye contact she levitates her cup up to her mouth and takes a sip, she smacks her lips and places the cup down. "Good year."

"Wanna talk about it?" Sapphire offers. "Is it about Hoity?" Trixie shakes her head.

"No, that is something else entirely. It's not important." Trixie waves off. "I was thinking about the other two."

"Rarity and Rainbow Dash?" Sapphire inquires. "What about them? It seems to me you three get along fine."

"THAT!" Trixie punctuates with a jab of her hoof. "Is exactly the problem." At Sapphire's confused expression she continues.

"If we carry on like this we could-" Trixie swallows loudly, her eyes wide. "Become friends." Trixie turns away and returns to her thinking position on the table top.

Is having guests always like this?Sapphire thinks to herself. I've never been more confused.

"Forgive me if I offend you." Sapphire treads carefully. "But wouldn't that be a good thing?"

"No, no it wouldn't." Trixie snaps. "Trixie doesn't have friends."

"But-" Before Sapphire can speak Trixie continues.

"Trixie hasn't earned it." Trixie suddenly hops off her chair and vanishes in a flash of light. Sapphire stares quietly before leaving, a quick check of Trixie's room reveals the door to be locked.

RARITY AND RAINBOW DASH'S ROOM

Rarity and Rainbow Dash lay in their beds, each on an opposite side of the room, though Rainbow Dash seems to be comfortable and ready to sleep Rarity is restless. She tosses and turns quietly, eventually she turns to face her friend across the room.

"Rainbow Dash?" Rarity calls as loud as she dares, no answer comes for a bit causing the fashionista to assume her friend is asleep.

"Meh?" Rainbow mumbles, Rarity's face brightens though she gains an apologetic look.

"Sorry to wake you." Rarity apologizes. "I'm afraid I can't sleep so I was hoping we could talk."

"About what?" Rainbow mumbles as she turns to face Rarity.

"I don't know." Rarity admits as she moves to look at the ceiling. "I guess I'm just nervous."

"About what?" Rainbow says confused. "You're the best and you know it."

"That's why I'm glad you're here." Rarity giggles. "You've got enough ego for both of us."

"Thanks." Rainbow says with her own giggle.

"So you're not nervous at all?" Rarity asks. "You've never been part of a true fashion show, so this will be your first modeling for the masses."

"Nay I'm good." Rainbow waves off. "I'm working with you and your the best so everything's gonna be fine."

"Thank you Rainbow Dash, that's sweet of you to say."Rarity says with a smile.

"And it was nice of you to invite me." Rainbow thanks. "I'm no Fluttershy and I'm definitely no you but I should be able to handle one show."

"Now,now, Don't sell yourself short Rainbow Dash." Rarity says sternly. "After all, of all our friends I've often thought that your-" Rarity suddenly stops talking, she covers most of her face with her blanket.

"I'm what?" Rainbow inquires, as she quirks her eyebrow and tries to look Rarity in her eyes, though the Fashionista is evasive.

"Uh, nothing, I wasn't saying anything." Rarity attempts to dismiss.

"Aw come on, you can't do that." Rainbow pouts.

"Actually I'm rather tired, I'll see you in the morning Rainbow Dash." Rarity turns away from her companion and starts making fake snoring sounds. She lowers her blanket from her face, the red tint having faded.

"Alright fine." Rainbow huffs, she looks at Rarity a bit longer before turning away and falling asleep.

LATER THAT NIGHT: THE ROOF OF THE MANSION

"Wow, this is just to much." Discord laughs to himself, his thoughts reminding him of the events he observed today. "I got so distracted watching I couldn't find any good moments to help out." Discord lays down onto the roof and sighs as he puts his hand behind his head. "At least I've still got the showmare in my corner, We'll see what opportunities present themselves tomorrow."

Discord closes his eyes and he can suddenly see inside the bedroom below him, a third eye he created giving him a birds eye view of the room. After a bot of waiting Discord makes a tiny droplet of water fall down and splash Rainbow Dash on the forehead, though the water vanishes as soon as it touches.

Disturbed by impact Rainbow Dash slowly and groggily rises up and looks around, after a few moments she throws the blanket aside and hops out of bed.

"Gotta pee." The sleepy Pegasus mumbles as she lumbers out of the room, leaving the door ajar so she can use the open door to find the room when she returns.

Once Rainbow leaves the room Discord snaps his fingers and the two beds in the room swap position, Discord lightly chuckles to himself.

"At least I'll get a laugh out of that." The Draconequus says as he yawns, a few minutes later Rainbow Dash returns to the room and climbs into the bed on her side of the room, soon her and Discord both drift off to sleep. Every pony in and on top of the house slumber peacefully with thoughts of tomorrow.

Author's Note

Initially this chapter was going to be the show itself but I decided I needed at least one more chapter before the show, I skipped a lot of days because I felt making anymore chapters leading up to the show would have been stretching things out.

Unfortunately I probably spent more time thinking about what I wanted to do in this chapter than I actually spent writing it, I'm actually unsure of this chapter but I hope it turned out alright.

If anyone noticed the main characters list on the story summary has been altered, the main six tab is gone as the other elements actually will not be crucial to the story and Trixie has been added in as you can expect to see more of her after the show.

I think that's all I need to say, so thank you for reading and be ready for the big fashion show next chapter, It's going to be fun.

The Big Show

Morning Dew sits in her cloud bed and sighs forlornly, She's feeling depressed. She knows she wont see Rainbow Dash today as her and Rarity are still in Canterlot for the show, a show she feels she should be there to support them threw but she's stuck in the hospital, she checked and leaving for just today to see the show was immediately refused by her physician. She just sits and waits, though she's wide awake now she wouldn't mind one of the sleepy periods that often affect her, as far as she's concerned if she can get to sleep soon then the faster the show will be over and the sooner Rainbow and Rarity will return.

Morning Dew is roused from her thoughts as she notices movement in her room, looking at the cloud floor she can see the clouds actually rising up. Putting on a neutral face she braces herself for the Draconequus she knows is coming. However, the mother is surprised to see not the misshapen face of a chaos lord but rather the cheery face of a pink pony as the cloud floor parts to allow her through..

"Gooooooooooood morning!" Pinkie Pie cheers as she floats through the cloud floor, her hooves are carefully placed on top of a large balloon which she seems to have rode up to Cloudsdale, Upon realizing that Morning Dew looks at the earth pony like she's insane.

"What are you doing?" The Mother gasps. "What if that pops!? That's incredibly dangerous!"

"I'm good." Pinkie chirps happily. "I've got a backup plan so no worries."

"Who...Who are you?" Morning Dew asks uneasily, unsure what the earth pony could want in Cloudsdale.

"I'm Pinkie Pie! I'm Dashie's best friend." Pinkie declares happily.

"Pinkie Pie? Oh yes!" Morning Dew exclaims in realization. "You're one of Dashie's friends, the eccentric party pony right?" Pinkie Pie nods with a smile.

"Hey, you call her Dashie too." Pinkie points out happily.

"I'm her mother, of course I do, why do you?"

"Cause it's fun." Pinkie says matter of factly.

"Um...OK?" Morning Dew shrugs. "So, what brings you here?"

"Well, I wanted to meet one of my best friends mommy obviously." Pinkie says happily, she rotates slightly on top of her balloon, though the makeshift floor doesn't go any higher or lower. "I'm the only one other than Applejack that hasn't met you yet."

"Hold on. How did you know I'm Rainbow Dash's mother? You floated right up to my room and greeted me like you knew exactly who I was." The mother asks with no small amount of suspicion.

"I asked Fluttershy what you look like before I came here, gray fur, deep blue mane? Sounds like you." Pinkie explains simply. "Now I have a question for you." Pinkie says while pointing a hoof and narrowing her eyes.

"So, are you one of those fuddy duddy moms that's all rules and no fun or one of the super chill 'lets party' moms?" Pinkie inquires, from her expression Morning Dew can tell she's being very serious, though that could be part of the joke if she's making one.

"I'd say I'm a mix of both I guess?" Morning Dew shrugs. "I always made sure Dashie did her homework and did as she was told, though we had our fair share of fun too, I remember there were times where we'd fly and race together all day." Near the end Morning Dew starts gazing into space, a look of fond nostalgia on her face.

"Aw, that sounds nice." Pinkie says happily. "How do you feel about parties though?"

"Love attending them, hate throwing them." Morning Dew waves her hooves. "I have never been good at party planning, I like to think I'm good at many things but that is one thing I can't do." Morning Dew thinks back to the one time she tried to throw a party when she was 16 and shivers.

"That is so sad." Pinkie sniffles, suddenly standing right next to Morning Dew's bed, having somehow drifted the balloon over to her. "Everypony should know the joy of partying."

"Well it's like I said-" Morning Dew says. "I've been to parties before,maybe not huge ones but-"

"But you've never been to a Pinkie Party." Pinkie sighs. "How sad."

"Well, I'm sort of in the hospital but maybe-"

"Maybe I can help you!" Pinkie perks up suddenly. "Parties can make anything better!"

"Oh I get it." Morning Dew says with a smirk. "You're looking for an excuse, that's nice of you but-"

"LET'S GET IT STARTED!" Pinkie cheers as her party cannon appears behind her and blasts the room with confetti, a banner that says 'Get Well Soon Morning Dew!" is placed above the bed as balloons fill the room and ponies appear seemingly out of nowhere as the party commences. Pinkie begins singing a song about laughing making you feel better with party goers doing the chorus. Though the lines are repeated many times Morning Dew doesn't listen to any of it.

"So I wish you the very best!" Pinkie concludes with a large smile while standing on the edge of Morning Dew's bed. Her smile slowly disappears as no response comes from the mother, Pinkie blinks as she looks at the older mare in bed. Morning Dew's eyes are wide and her gray fur has paled to a bright white, her right hoof clutches her chest as she hyperventilates.

"Uh..." Pinkie mumbles quietly.

And that's when the hospital staff showed up.

SAPPHIRE SHORES' ROOF

"Wow." Discord gasps. "I guess she really, really doesn't take surprises well." Discord shrugs, not truly surprised.

"Yeah, I probably over did it." Pinkie says sadly. "The party was worse than the paragraph makes it sound." Discord just nods solemnly with her, suddenly his eyes go wide and he looks at Pinkie.

"But she's gonna be OK right?"

"Yeah, yeah she's OK." Pinkie assures quickly. "Though the doctor did ban me from visiting hours."

"Not surprised." Discord says as he leans backwards, looking at Pinkie in the corner of his eyes. "Know what might cheer you up?"

"What?"

"Rarity is waking up." Both conspirators turn to a mirror that Discord created to allow them to spy on the unsuspecting ponies.

SAPPHIRE SHORES' MANSION: GUEST ROOM

Rarity yawns and tries to stretch but finds herself unable to, her first thought is that her blanket is wrapped around her but what she feels is much softer than her blanket, slowly opening her eyes the fashionista sees a clump of blue in the corner of her eye, turning her head slightly she sees what is unmistakably blue feathers. This causes Rarity to blink in confusion, she squirms a little and manages to flip herself around, only to came face to face with Rainbow Dash.

"AAH!" Rarity screams once her mind registers whats happening, she tries to push away but Rainbow's wing is holding her tight, the ace flier's wing is surprisingly strong and holds her no matter how or where she tries to move. Rarity glares at the Pegasus.

"Rainbow Dash, this isn't funn-" Rarity's anger is cut off by a loud snore as her new bed-mate shifts position slightly.

"Alright Rarity, calm down, let's think this through." Taking a few breathes Rarity manages to calm herself, as her mind thinks rationally she very quickly dismisses the idea of Rainbow trying some stunt last night as the fashionista knows she can trust her friend. Rarity can't help but notice the close proximity to her friend's face, her eyes quickly darting down to the tiny distance between their lips, an obvious thought crosses her mind and her face turns Scarlett. Rainbow smiles in her sleep and her wing twitches, Rainbow's wing begins pushing Rarity but she is able to lift her head just in time to avoid being dragged into her friends face. Rarity sighs in relief as her face returns to being white though a light red tint still remains as she is held against her friends sleeping body.

"What is even happening?" Rarity mumbles as her head gets tired and she lays her cheek on top of Rainbow Dash's. With her heads new placement she can see across the room to Rainbow's bed and she can tell the covers are throw away, the door to the room is also ajar.

"Oh I see." Rarity says with a roll of her eyes. "Rainbow must have gotten up and gotten back into the wrong bed because she was tired." Rarity huffs and contemplates how to awaken her friend, Rarity doesn't notice however that by placing her head on the side of Rainbow's face she'd accidentally given Rainbow a target.

"Nom!" Rainbow says in her sleep as her teeth clamp lightly on Rarity's ear.

Rarity gasps as she feels the teeth come down, there is no pain but it does tingle.

"Rainbow Dash! Don- ah!" Rarity attempts to talk, but Rainbow begins a light chewing motion that seems to take the words out of her mouth.

"Oh my..." Rarity mumbles as her friend continues her sleeping actions, Rarity just lays perfectly still, her blush has returned. "I think I just learned something new about myself."

Rarity just sits there, she doesn't know for how long, just letting Rainbow sleep. The Fashionista gives her friend a little hug, one that strengthens the longer she lays there. Rarity would have stayed there even longer but then it happens, Rainbow Dash's teeth suddenly clamps down with some force. When Rainbow's teeth clamp down Rarity makes a noise, an unladylike noise, a loud unladylike noise, a loud unladylike noise that she prays nopony hears. Rarity's face turns redder than a tomato as she suddenly and violently shoves her companion off the bed. Rainbow Dash's eyes burst open as she frantically looks around the room in confusion.

"What happened!? What's going on!?" Rainbow shouts as her head whips back and forth. Turning around she sees her friend sitting on the bed, the once white unicorn now entirely red.

"W-what ha-happened??" Rarity stammers. "Well u-um what happened is that y-you were sleeping and I tried to wake you up but you wouldn't, you know, get up. SO what I did was shove you out of bed, unorthodox but it worked." Rarity's eyes dart around and look everywhere but at her friend. "And that is exactly what happened, nothing else happened at all, not one thing."

"Um... OK?" Rainbow says as she rubs her head. "Thanks I guess, I'm going to the bathroom." Rainbow says as she stands up on all four hooves, as she walks to the door she smacks her lips and raises an eyebrow. "Hmm..."

Rarity just watches her friend leave, putting a hoof to her chest she can feel her heart pounding. Raising her other hoof she feels the ear that caused the previous situation. Taking steady breathes Rarity eventually gets her color back to normal, she lowers the hoof on her heart but keeps her other one on her ear.

"We should have slumber parties more often." Rarity mumbles without thinking, she immediately clamps her hooves over her mouth. As she stands up off the bed Rarity instructs whatever part of her brain thought that to kindly shut up. As Rarity leaves the room she hears a noise though she to try pretty hard to hear it, it's faint but it sounds like two ponies laughing and cheering coming from above her, Rarity dismisses that idea though as the only thing above her is the roof.

A COUPLE MINUTES LATER: SAPPHIRE'S DINING ROOM

"What's up with you?" Trixie asks the fashionista as she sips tea from her cup, Rarity puts her cup down and raises and eyebrow.

"What do you mean? I'm fine." Rarity assures her companion.

"Uh-huh." Trixie says nonchalantly while turning her head away from the fashionista. Rarity wonders silently if Trixie could tell something happened, though she has no way to confirm it.

As the two ponies talk, Sapphire Shores moves around the kitchen making sandwiches for her and her guests, soon Rainbow Dash arrives as well and all three mares greet her.

"Good morning Rainbow." Sapphire says happily. "You certainly look well, you exude confidence like a star that just had her best performance."

"Just a good nights rest." Rainbow shrugs. "I had a good dream so I'm feeling good."

"What about?" Trixie asks, though her tone makes everypony wonder if she's really interested or just asking because she felt somepony had to.

"See what happened was I was in this big contest, I won, duh." Rainbow explains. "So there was this big party in my honor."

"Of course there was." Rarity chuckles.

"Yeah, so at the party there was a big banquet, and it had this amazing sandwich." Rarity's ears perk up and she turns away a little so no pony notices her blush. "It was so good I just had to savor it." Rainbow smacks her lips. "I can still kinda taste it actually." Rarity suddenly stands up, her face is slightly flustered.

"So Sapphire, there must be something we need to do before the show tonight right?" Sapphire blinks at her friend's sudden outburst.

"I guess so." Sapphire responds slowly. "You could go to the stage and meet with the models, there isn't much for the designers to do other than make sure they have their outfits and the models are ready."

"OK, then let's go do that." Rarity commands, Sapphire puts a plate of mini sandwiches on the table. Rarity stares at the sandwiches for a moment while putting a hoof to her stomach, she slowly sits back down. "We'll leave after we eat."

The four mares begin digging in to the prepared sandwiches, Rarity is glad that the previous conversation has ended, in her opinion the sooner she can forget this mornings events the better. Though the odd look Trixie gives her makes her nervous.

SOON: IN FRONT OF THE STAGE

"Sapphire was not kidding." Rarity shakes her head as her and her two companions stand around in front of the stage.

As Sapphire had said there was not much for her or any other designer to do, Hoity Toity was over seeing all final touches and preparations, various lights and pyrotechnics were already set up to the specifics of the designers. Rarity has already met with her models and all of them are ready for the show. Sapphire left the girls by themselves so she could speak to Hoity Toity.

"I guess we just wait?" Rainbow offers. "The girls aren't even gonna get here until later."

Then Sparkle will be here. Trixie thinks to herself. Trixie will have to make herself scarce then. Trixie looks at the other two ponies and feels her mood drop. Trixie will make the most of this.

"Trixie has an idea." She says to gain her companions attentions. "Trixie offers to take you two to dinner, as a thank you for allowing her into the show."

"Oh you don't need to do that." Rarity says, not wanting to trouble her.

"Trixie insists, we just had breakfast so this will just be a quick snack." Trixie explains. "Trixie knows a good spot."

"Thanks Trixie." Rainbow says with a smile. "That sounds great."

"Very well, but I'm not going to eat. A lady must watch her figure." Rarity concedes.

"Yeah, you need to watch your weight." Rainbow says sarcastically. "As if you could get hotter." Rainbow bumps Trixie lightly with a hoof, seemingly ignoring Rarity's blush at her comment. "Lead on Trixie."

"Trixie has reconsidered." Trixie chuckles as she begins walking. "Perhaps you are just a little funny."

Trixie and Rainbow share a laugh as they head out of the stage area and head for the place Trixie was talking about. Rarity hangs back slightly and groans.

"Is she doing this on purpose?" Rarity grumbles as she begins picking up the pace to catch up to her companions.

CANTERLOT STREETS: A SMALL DINER NAMED 'THE MYSTIC CAFE'

The Mystic Cafe is a small family owned building in the lower streets of Canterlot, no nobles or higher ups have ever even heard of it but among average citizens and tourists the location is well known. The diner is run by a family of unicorns that utilize their magic to serve their customers in entertaining and creative ways, the current manager, a mare named Stargazer personally met Trixie and the others at the entrance and welcomed them in. After giving Trixie a hug that the showmare didn't return due to embarrassment the three were seated in a pleasant booth with a window providing a pleasant amount of sunlight, Rarity and Rainbow sit on one side while Trixie sits on the other.

"This place is so nice." Rarity gushes as she observes the clientele of the diner, everypony is having a good time as they eat and talk. "Why haven't I heard of this place before?"

"You've been spending time with the wrong ponies." Trixie says dismissively. "This diner isn't fancy so no upper crust ponies come here. Their loss."

"Totally." Rainbow agrees, even though they hadn't eaten yet the energy in the building made her instinctively like it.

"Hey Trixie, the manager seemed pretty excited to see you." Rainbow says as she gestures to the mare in question. Stargazer stands behind the counter of the diner talking to and seating customers, her long silver hair is pulled back into a pony tail and an apron covers her midnight blue fur and slightly obscures her cutiemark that pictures an eye with stares in the iris, her rose pink eyes survey the crowd for anything that may require her attention. "You girls friends?"

"Nope." Trixie answers briefly.

"So then why-" Rainbow tries to speak but a new voice interrupts her.

"Trixie!" A young filly calls as she approaches the table, she looks to be around Scootaloo and Sweetie Belle's age, maybe a year older. Her short silver hair is cut into a bowl cut, she wears an apron over her fur, her fur is such a dark blue it's almost black and her pink eyes sparkle with excitement. She actually has a cutiemark on her flank depicting playing cards and serving trays. A tag on her chest simply reads 'Ace'.

"Hey Ace, how are you?" Trixie asks the young filly, the filly smiles and stands close to her causing Trixie to gently push her away with a hoof.

"I'm right as rain I am." Ace exclaims happily while speaking in a strange accent. "I wasn't expecting to see you today. Color me surprised."

"What is-" Rainbow stammers as she looks at the filly with concern. "What is she doing?"

"I'm not doing nothin' love." The filly assures. "I'm just talkin' is all."

"Forgive her." Trixie pleads while face hoofing. "She started talking like that when she was four and just never stopped, everypony just goes with it these days."

"Oh come on now, whats wrong with the way I talk?" Ace asks, though Rainbow and Trixie seem at least a little annoyed with her continued accent, Rarity is eating it up.

"Well aren't you just charming." Rarity coos happily. "Are you our server? That would be delightful."

"Bet your bits I am." Ace says happily. "I've been waitin' for a chance to show Trixie what I got." Ace's horn glows and suddenly all three mares feel something on their ears, lifting up their hooves they pull down cards from a poker deck, fittingly enough their all aces. Turning the cards over two of the ponies are surprised to see they now hold a menu for the diner, Trixie however just looks over the menu as if she'd had one all along.

Rainbow and Trixie order daffodil sandwiches and a drink while Rarity just asks for some water, having taken their orders Ace pulls a deck of cards from her apron's pocket and the three menus return to cards and fly into the deck, she then puts it back into her pocket.

"How was that Trixie?" Ace asks hopefully.

"Not bad." Trixie says with a tiny smile. "You've gotten a lot better." Trixie ruffles Ace's hair a little.

"So you girls are friends?" Rarity ask hopefully.

"Nope." Trixie answers bluntly, taking her companions by surprise.

"Course we're not." Ace says with a laugh. "We're better! She's ma family."

"Huh?" Trixie's companions ask in unison. Trixie gestures to Ace.

"This is Trixie's cousin Ace Service, though everypony calls her Ace." Trixie explains as if she's talking about the weather.

"Pleasure to meet you ma'ams." Ace says as she shakes their hooves. "I've always wanted ta meet my favorite cousin's friends."

"We're not what Trixie would call friends." Trixie mumbles. "Business associates is the correct term." Ace rolls her eyes as she leans in to whisper to Rarity.

"Apologies for my cousin love, she's a little shy." Rarity could barely contain herself, she found the accent Ace uses so silly and adorable coming from such a young filly she just wanted to eat her up. However once the words the filly spoke sank in she looked at Trixie from the corner of her eye, unsure what to make of what Ace said.

"Now you sit tight loves." Ace explains. "I'll let my mum know what you want and be back before you know it." with that Ace runs off to talk to Stargazer behind the counter, the obvious assumption being that Stargazer is her mother.

Trixie sits in her seat and attempts to avoid eye contact with her companions, though their not sure why.

"You're family seems nice." Rarity offers. "They own this diner?"

"It's a family business." Trixie explains. "Trixie's Aunt and her husband and children to be specific." Rarity and Rainbow Dash take a moment to look around the diner again and notice that counting Ace and Stargazer there were four employees walking around the building, there was a mare around their and Trixie's age so about twenty and the other is a colt in between Their and Ace's age likely fifteen or so, the father is likely in the kitchen. One major thing all visible employees had in common was that they all look somewhat similar to Trixie, or rather Stargazer and Trixie's mother likely look alike and their children got a lot of traits from them.

"Trixie hasn't been around for a long time." Trixie mumbles. "She doesn't know why."

"Well nows a great time to do that." Rainbow urges. "Are they coming to the show tonight?"

"Trixie doesn't know." The showmare shrugs. "Like She said she hasn't seen them in a long time so they don't know she's part of it."

"Why has it been so long?" Rarity inquires, Trixie looks away.

"Trixie has been very busy. With her show-" Trixie looks further away and coughs nervously. "-And revenge..." Trixie turns back to them. "That's in the past though. Perhaps now is the time to get re-acquainted." The conversation halts for a moment as a bunch of ponies gasp in awe, across the diner a mare around Trixie's age was serving a family their dinner, she'd used her magic to conjure a small dragon made of fire that flew into the kitchen and returned holding an apple kabob in its claws, dropping the perfectly cooked kabob onto a plate the dragon flies to the ceiling and erupts into a firework, the sparks disappear before touching anything. Everypony oohs and awes at the display, the magenta unicorn with impossibly long silver hair soaks in the admiration.

"That's Spotlight." Trixie clarifies. "She's always been a showoff." All three mares get a chuckle out of that comment.

"'Ello Loves." Ace says happily as she returns to the table, The ponies in the diner ooh and awe again as a teenage colt conjures a pillar of ice that shatters to reveal a chocolate sundae, Ace just rolls her eyes and continues. "Dinner is served."

"The blue colt with the rugged mane is Cobalt." Trixie informs in a whisper.

"Here you go." Ace says as she tosses cards to each mare at the table, three cards land perfectly in order in front of each pony, though Rarity only gets one. "Go ahead, flip them." Ace urges expectantly.

Each mare turns over their cards, Trixie's and Rainbow's show pictures of bread, daffodils and juice while Rarity's one card shows water. The bread and daffodil cards flip onto each other and suddenly a plate with a sandwich on top appears on both sides of the table, like wise the three drink cards flip over and become glasses sitting on coasters.

"What an amazing trick." Rarity gasps in delight. "How do you do it?"

"Aw, I can't tell you that." Ace explains. "Magicians need their secrets." Ace holds up a card that has 'I'm sorry' written on it, flipping it over it says 'I hope you understand' and flipping it back around it says 'I need to help another table but just call if you need anything' and with that Ace leaves while chuckling at the two confused faces watching her.

"How did she-" Rainbow says as she looks around the table.

"Magic of course." Trixie explains. "Trixie's family often finds the kind of magic they specialize in very quickly as we practice very often." Trixie grins triumphantly. "Trixie's family members are often the first in class to receive their cutiemark."

"That's pretty cool." Rainbow confesses. "When did you get yours?" Trixie looks away again, a slight tint to her cheeks.

"That doesn't matter, but Trixie assures you she got hers first." As Trixie refuses to make eye contact, the other two mares look at each other skeptically.

The three companions eat in relative silence, they finish their quick meal after only a few minutes, Ace came over a couple of times just to say hi to Trixie. Once they finish their meal they meet Stargazer at the front counter.

"I hope you had a good time Trixie." Stargazer says with a smile.

"Trixie did indeed. How much does Trixie owe you?"

"Not one bit." Stargazer says as she reaches over to ruffle what little hair isn't covered by Trixie's hat. "I'm just glad to finally see my favorite niece again, We're pretty busy today but I hope you'll come back soon so everypony can talk to you."

"Trixie will, she'll likely come tomorrow morning after the show." Trixie talks but flinches when she finishes.

"What show?" Stargazer inquires.

"I'm showing off designs in a fashion show tonight." Rarity explains. "Trixie is using her magic to help me with the presentation." Stargazer smiles from ear to ear.

"Then we'll defiantly have to come see it, it's been ages since I've seen your magic with my own eyes." Stargazer insists, Trixie suddenly feels a weight on her back. Turning around she comes face to face with a wide eyed filly.

"You're performing!?" Ace exclaims, her smile bigger than should be possible."I have to see it!"

"I could make sure you get in." Rarity promises. "I'll just add you to my friend's group, it shouldn't be a problem." Looking at a clock on the wall Rarity's eyes bug out. "Is it that late already!? The train is almost here!" Rarity and her companions begin scrambling towards the door but are halted by Ace.

"Trixie." Ace mumbles quietly, she'd hopped off once the ponies had started moving. "You think you could help me with my magic tomorrow? I still make some mistakes." Trixie smiles warmly at the young filly.

"No problem." Trixie says simply as she takes off her hat and pulls a playing card out of it, the card pictures a sad looking Ace, Trixie hoofs it to her cousin while flipping it, the card now showing a smiling Ace that copied the smile now on her face. "Trixie knows a few things." Trixie places her hat back on her head and smiles.

With one final goodbye the three mares make their way to the train station.

CANTERLOT STREET: TRAIN STATION IN SIGHT

"Trixie's turn." Trixie says as her horn begins to glow, after a moment a small beam of energy fires from her horn and strikes a can on the sidewalk, the can bounces between a stallions legs and barely misses a mare's hoof. Rainbow Dash doesn't miss a beat as she zooms over to the cans new position and flaps her wings causing the can to move again, bouncing past several ponies. Everypony is in such a hurry nopony seems to notice the game going on. Rarity can't help but giggle at the sight.

While on the way to the Train station Rainbow and Trixie had found the can on the sidewalk and almost immediately created a game to pass the time, the first to accidentally hit a pony with the can loses.

"Alright, watch this." Trixie proclaims as she points her face and horn down towards the ground and begins charging, after a few moments Trixie unleashes a large blast at point blank range from the can. Flying out of the resulting dust-cloud the can zooms through past many ponies heads but eventually it's out of sight.

"Wait, where'd it go?" Rainbow questions as she looks for the can.

"It went that way!" Rarity announces as she points in the direction of the train station, Rarity gasps in shock when she's suddenly lifted by Rainbow's forehooves.

"Follow it! Come on Trixie!" Rainbow shouts as she flaps into the air with her passenger before rushing off. Trixie stands there and smiles at the two as they leave, after a minute she turns around and starts walking toward the show stage.

Flying though the air, Rainbow can move uninhibited as nopony else is flying. She soon spots the can and flies down, taking care to land properly due to her passenger. Once their both on the ground Rainbow and Rarity stare in shock at where the can landed, or rather who it landed on.

"What the-" Twilight mumbles in confusion as she looks up at the can impaled on her horn.

"I guess that means I win." Rainbow says with a grin, Rarity just nods in agreement before waving at their friend.

"Twilight! Over here!" Rarity calls to the Alicorn, Twilight looks over and waves back, as she walks over she shouts to gain the attention of their other friends, soon everypony is there. Twilight uses her magic to throw away the can.

"We're so glad you could all-" Before Rarity can finish her greeting however her and Rainbow are suddenly tackled by a white unicorn filly and an orange Pegasus filly respectively.

"Rarity!" Sweetie Belle chirps happily.

"Rainbow Dash!" Scootaloo cheers with excitement. Both mares are surprised at first but soon smile warmly and close their eyes as they embrace their fillies.

"Aw, I missed you too." Both mares whisper in unison. Both pairs continue like this for some time before Rainbow suddenly opens her eyes and pulls away, looking at Scootaloo with surprise.

"Wait, Squirt?? What are you doing here?" Rainbow can't make sense of it, everypony here is going to be staying in Canterlot for a long time tonight. Caregiver letting Scootaloo stay at her house was one thing since she lives in Ponyville, she couldn't believe she'd agree to somewhere as far away as Canterlot.

"It was Caregiver's idea." Scootaloo says happily before returning to embracing the older mare. Applejack chuckles before speaking.

"Sorta, it was sorta Caregiver's Idea." Applejack clarifies. "Ah went and asked Caregiver if Scoots could come with us, I told her how many ponies would be in our group but Caregiver turned me down right away." Applejack gesture to Rainbow Dash. "But then ah mentioned you Rainbow, ya shoulda seen it, the second I mentioned ya'd be here she insisted Scootaloo come with. Said it would be good for y'all to spend time together."

Caregiver said that? Rainbow muses to herself. That's gotta be a good sign.

"Hey, um." Twilight says as she looks around the station. "Isn't Trixie supposed to be with you?" That gains their attention as Rarity and Rainbow look around for their companion but can't find a sliver of silver hair or speck of star hat.

"She isn't here." Rarity says with concern. "We weren't that far from the station, where could she be?"

"Maybe she went back to the diner?" Rainbow offers. "Should we look for her?"

"I wouldn't bother." Discord proclaims as he suddenly appears laying atop the train docked at the station. "She's heading to the stage, you'll see her at the show."

"Huh? Why wouldn't she just tell us that?" Rainbow questions, unsure why the showmare would simply vanish.

"Don't know." Discord says while inspecting his lion paw. "Ponies complain when I read their thoughts so I tend not to do it." Discord snaps his fingers and appears on the ground standing next to Fluttershy.

"Come on girls." Pinkie interrupts. "The shows coming up, we only have a few hours to party before it starts."

"Pinkie has a point." Twilight agrees. "It'd be best to relax before the performance. And since we're all here we can enjoy our time together, I have a few ideas." Twilight says while pulling out a clipboard with various ideas on it, only for it spontaneously burst into flames, while glaring at Discord, Twilight levitates a backup board and tries to read it. A blast on confetti sends the board flying onto the train tracks right as the train starts moving. Twilight sighs in defeat as Discord and Pinkie high five.

"Settle down now." Rarity sighs. "I think it only fair if everypony takes a turn to offer an idea. Now come on, we only have so much time." Following Rarity's lead everypony begins moving out. As they walk, Twilight runs up to Rainbow and beams at her friend.

"Rainbow, I just had to tell you, your mother is wonderful. She's so knowledgeable about Pegasus traditions and history." Twilight gushes while remembering all she'd learned from the mother.

"Yeah? Mom told me once she had planned to be a historian or something." Rainbow says while rubbing her chin. "But she became a weather mare to make ends meet when she got her own house and just kinda stuck with it."

"That's a little disappointing." Twilight admits, but she perks up again. "But she seems to be very happy anyway, very admirable."

"Yeah your moms great." Pinkie interrupts while laughing nervously. "And forgiving! She's forgiving right?"

"I'd say so." Rainbow shrugs as she looks back at her friend. "Mom's anger never lasts very long." Pinkie breathes a sigh of relief as Rainbow turns back forward, Rainbow shivers. "Though you defiantly don't want to be on the receiving end of it." Pinkie starts sweating at that comment, though she follows everypony else as if nothings wrong.

The group of ponies spend the rest of the day spending time together.

RAINBOW'S IDEA: BASEBALL CAGE

"This is clearly rigged." Discord huffs in defeat after missing yet another ball. Dropping the bat to the floor he crosses his arms and turns his head away from the offending device launching Baseballs at a steady pace. "Don't they keep Draconequi in mind when designing these things?"

"Discord?" Fluttershy whispers, her eyes barely showing through he helmet she's wearing. "Can't you just shrink so you'll be the right height?"

"No, cause then the machine wins." Discord pouts, hearing the crack of a bat Discord turns his head and smirks. "My my, isn't she the popular one?"

Rainbow Dash is standing in the same cage as Rarity, holding her hooves and instructing her how to swing it. However after a moment she leaves the flustered fashionista and begins instructing Scootaloo as well and after her is Sweetie Belle.

"This is ridiculous." Pinkie says to her conspirator as she whacks baseballs without even looking at them. "I hadn't expected Rarity to have to fight for attention with kids."

"Relax." Discord assures, "Twilight's picking next, she'll pick something boring the kids won't do but Rarity will make Rainbow participate in."

TWILIGHT'S IDEA: THE CANTERLOT LIBRARY

"Ya know what?" Pinkie asks as she leans toward Discord from her picture book. "I'm not even mad, that's adorable."

Rarity sits on a chair, her romance novel closed as she observes Rainbow Dash and giggles, Rainbow had begun reading a Daring Do book, only for Scootaloo and Sweetie Belle to come over and join her, together the three had sat on the floor to read and had all fallen asleep bundled together.

RARITY'S IDEA: CLOTHES SHOPPING

"Hey." Discord says nonchalantly to the two ponies next to her, him, Rainbow and Applejack had been designated the carriers of clothes, Rarity had really gone all out with the spree and all three carriers are heavily weighed down.

"Discord." Applejack grunts as she shifts her weight to keep the clothes steady. "Can't you just make these float or put them in an infinite chest or something?"

"I'd need to snap my claws." Discord grunts. "Besides, I promised Fluttershy I wouldn't use my magic to mess with our time together in anyway."

Rainbow makes the sound of a whip cracking.

"Oh really?" Discord says with a mischievous grin. "What would you call somepony joining a fashion show, which they don't even like, and then carrying a ton of clothes just cause somepony asked them to then?" Rainbow just looks at him unamused.

"I'm gonna go with Loyal." Rainbow deadpans.

Discord just looks away and quietly makes a whip cracking noise.

FLUTTERSHY'S IDEA: RELAXING IN THE PARK

"This isn't quite what I had in mind." Fluttershy mumbles as she looks at her friends from her spot on the picnic blanket. What had started as simply laying in the park and looking at clouds had turned in a game of hoofball surprisingly quickly, When Pinkie suggested it Fluttershy just went along with it like it was her idea so she wouldn't disappoint anypony. The teams are Rainbow Dash, Rarity, Scootaloo and Sweetie Belle against Applejack, Pinkie Pie, Applebloom and Twilight, who had been convinced to play to make the teams even. Discord sits on the blanket with Fluttershy.

"Sorry your idea didn't work out Fluttershy." Discord consoles as he coils around the Pegasus. "I hope you're not to disappointed."

"I'm not." Fluttershy assures as she leans back into Discord and smiles. "This is better anyway."

When it was time to go, everypony realized they'd forgotten to select a referee, the game ended with nopony having any idea what the score was.

CMC'S IDEA: CUTIEMARK CRUSADERS, SKY DIVERS

It didn't go well. Why did anypony go along with this?

APPLEJACK'S IDEA:

When Applejack's turn came around she and everypony else were starving so she opted to go to dinner.

After a light dinner and some pleasant conversation dessert was served, unbeknownst to Rainbow and Rarity, Pinkie ordered them a large shake to share. When it arrived The two mares awkwardly placed their straws into the dessert and slowly began to drink, but then Scootaloo and Sweetie Belle suddenly dipped their straws in too, removing any awkwardness with a giggle. As the four enjoyed the treat together Pinkie banged her head on the table in frustration. Of the four, only Rarity got a brain freeze.

But now it was Discord's turn to pick. And there are no rules.

BEHIND THE SHOW STAGE: ONE HOUR BEFORE SHOWTIME

With the show beginning soon not much activity is happening, general last minute adjustments to pyrotechnics and preparation. The majority of ponies are in the dressing rooms to speak with the designers and put on make-up. The quiet atmosphere is interrupted when a stage white glowing dot appears in the air, sticking out of the dot is what looks like a bird's talon. The talon moves down and the dot stretches with it, when the talon reaches the floor the dot has become a rip in mid air. The talon vanishes as the rip opens to reveal a black swirling vortex, a moment later ponies begin filing of the portal, the elements of harmony don't look amused aside from Pinkie whose smiling, the CMC just look confused. Discord comes out of the vortex with a smile before using his talon to close it up.

"So did everypony have a good time?" Discord asks with a grin. Rainbow Dash takes a deep breath before turning around.

"You know what? No, No I did not." Rainbow snaps at the Chaos Lord. "In fact I had a terrible time, you know why? Cause you took us to an alternate dimension to visit Yel'rog 'He who feeds on fear!" Rainbow quickly looks at Twilight. "That's who he was right?" The Alicorn nods.

"What? It's not like he did anything to the fillies, they were safe." Discord defends himself, he then shrugs. "Though I'll admit that having an Eldritch horror make everypony face and conquer their worst fear is probably more of a Nightmare Night thing."

"It's a shoulda never happened thing!" Applejack shouts.

"Come on girls." Pinkie begins. "It wasn't that bad, everypony is OK and nopony got hurt or suffered any permanent effects from it." Though as she talks Pinkie's smile gets bigger as her hair seems to be straightening out. Discord taps her on the head and her hair poofs back out and her smile becomes calmer.

"Best to stop that before it starts." Discord says, he then starts stroking his beard. "So clearly I have errored if your glares are anything to go by." Everypony but Fluttershy nods, Fluttershy looks like she doesn't want to hurt anypony's feelings.. "So my only course of action is to remove all memories of this event from your conscious and unconscious minds." Discord snaps his claws, everypony blinks in confusion as they look around. Rarity looks at a clock and gasps before turning to Discord.

"I'm terribly sorry Discord but we don't have anytime for your activity, we need to get ready for the show." Discord waves off the apology.

"Good luck girls." Twilight says while giving the two mares a hug.

"Knock'em dead." Scootaloo and her friends cheer. Everypony offers encouragement before heading outside to take their positions near the stage that were reserved for them. Discord conjures a pad and pen and crosses something off the paper.

"Well they didn't like that." The Chaos Lord muses. "I'll figure something out later."

When Rarity and Rainbow Dash enter the dressing room they come face to face with a showmare baring an odd expression.

"There you are!" Trixie huffs. "Trixie was getting worri -AHEM- Trixie was getting impatient." Trixie gestures around the room and gives neither pony any chance to speak. "Showtime is in fifty five minutes, even if our performance is last we should be ready to go before the festivities begin!" Nodding in agreement Rarity begins assisting the models with make-up and wardrobe while Rainbow Dash heads to the back of the room to locate her dress.

"Wow." Rainbow whispers as she takes in the dress, it incorporates every color in her mane without seeming jumbled, they blend together beautifully while the edges of the dress have cyan colored patterns in the shape of tiny wings along the dress, the front portion of the dress that will go over her chest has alternate red and purple stripes and a copy of her cutiemark is sewn on at the location of her heart.

"How does it fit?" Rarity calls to Trixie as the showmare hides behind a screen to change, the fashionista's eyes wander over to the screen Rainbow stands behind, anticipation to see her friend in her design.

"Trixie is fine." Comes the call from behind the screen. "You just worry about the models who aren't as great as me."

"So I shouldn't worry about any of them?" Rarity asks with a smile. "I'm just joking." She responds to the resulting indignant huff.

"So." Trixie says uneasily as she pokes her head out from behind the screen. "Trixie assumes you had a good time with your friends?"

"You mean before we arrived? Yes, it was marvelous." Rarity answers excitedly, she then gives Trixie a concerned look. "Why did you leave before we got to the station?"

"Trixie simply did not feel like it." Trixie says unconvincingly. "It doesn't matter."

"I insist you come along next time." Rarity smiles. "I'm sure you'd have a good time."

"Meh." Trixie shrugs. Blinking her eyes Trixie tilts her head to look past Rarity, the showmare whistles and grins. "Ya know, Trixie thinks you have a more pressing matter."

Confused by Trixie's words Rarity turns around to see what she's talking about. Once her eyes register what she's seeing Rarity's eyes go wide and her mouth falls open. Rainbow Dash stands there, an embarrassed look on her face as shes wearing her dress for the show. Not only is Rainbow wearing her dress but she's pulled her hair back into a ponytail and shes even applied some make-up to her face. The make-up isn't placed professionally, the lipstick and eye-shadow are not very visible while mascara defines her eyebrows ever so slightly, the light application of make-up seems to accentuate Rainbow's face just that little extra bit. Rarity takes a couple moments to absorb the sight in front of her.

"Hey Rare." Rainbow says meekly, a faint blush on her cheeks. "I tried to uh, doll myself up a little. Does it look OK?"

"It's not OK." Rarity whispers, a frown appears on her friends face until- "It's perfect." Rainbow looks at her in surprise.

"It is?"

"It is." Rarity assures. She can tell her friends never worn make-up before, she doesn't look like a model who knows what she is doing, she looks like a normal pony that gave her best effort for something she knows is important. Rarity can't help but feel like it's the perfect look for her friend. "You look absolutely Beautiful Rainbow Dash."

"Thanks." Rainbow says while looking away, cyan blue attempting to return to her red cheeks. Trixie watches the exchange with a smile, she then coughs to gain everypony's attention.

"Trixie believes it's almost time." Trixie says while pointing to the clock on the wall. "You should join the other designers for the opening ceremonies."

"You're right." Rarity admits. "I'll be back soon, make sure everypony is ready while I'm gone." Rainbow and Trixie promise while Rarity walks out of the room. Once Rarity leaves, Rainbow looms at Trixie who waggles her eyebrows at the embarrassed Pegasus, who rolls her eyes in response.

THE STAGE

"Hello Everypony!" Sapphire Shores shouts into her microphone, the crowd responds with tremendous applause. "I would like to welcome you all. Nobles and commoners, Canterlot Citizen's and tourists and of course everypony who made this show possible." Once the newest round of cheers subsides Sapphire gestures to some raised platforms in the back of the crowd. "I welcome our wonderful guests, Princess Celestia and Princess Luna!" The Deities wave in response to the audiences excitement. "As well as Princess Twilight Sparkle and the Elements of Harmony!" The crowd goes nuts in applause for the heroes of Equestria. "And even The Lord of Chaos came out tonight." Discord frowns when all he gets is a few scattered murmurs, Sapphire giggles before continuing. "Come on everypony, what say we bury the hatchet tonight? Give Discord a little greeting." While there is no cheering the crowd does clap just a little, it's enough to make the Draconequus feel at least a little welcome. "Thank you, now before we begin I'd like you to say hello to the stallion of the hour, Everypony give it up for Hoity Toity!!" Once the applause begins Hoity Toity walks up onto the raised platform next to the stage alongside Sapphire. Sapphire sits down at a table and gives Hoity the microphone.

"Greetings everypony, this is truly an exciting day." Hoity begins. "I have gathered onto this stage the finest designers in all of Equestria as well as the most promising newcomers to the field." Hoity takes a quick breath and his tone becomes more somber. "This show is a dream I've had for quite some time now, this is more than just a large fashion show, this is designers bearing themselves. Putting all their passion and strength into their designs, the thing to remember while watching this show. These are not just clothes." Hoity looks around the crowd before continuing. "The designs you will see tonight will hold the hopes and dreams of the creators, dreams from every corner of Equestria, dreams they've had since they were young. I ask you to share in our dreams tonight." Hoity Toity grandly gestures to the curtain on stage. "Share this night with the designers." The crowd absolutely explodes in excitement as the curtain raises and all of the designers are standing there, some looking incredibly confident, others looking nervous, while among them stands Rarity. While a nearly invisible bead of sweat drips on her forehead she waves and blows kisses to the audience.

"He's certainly dramatic." Discord shrugs.

"I thought it was nice." Fluttershy says with a smile.

"Where's Trixie?" Ace pouts.

"Where's Rainbow Dash?" Scootaloo whines.

"HI RARITY!!" Sweetie Belle shouts. Rarity takes notice and waves back, causing the filly to bounce in place.

"We shall commence the show right away." Hoity announces as he takes a seat next to Sapphire Shores at the table, the two sit down and lean forward to a couple of microphones. "Designers please head back to your models, we'll be beginning the first performance in three minutes." The designers continue to wave to the crowd as they file into back stage.

"Let's get this party started!" Sapphire shouts as she presses a button on the table which causes fireworks to shoot out and explode in the sky, Sapphire looks down at a paper in front of her microphone. "Our first designer tonight is Sweet Stitch form Manehatten! Sweet Stitch you're on in a few minutes."

BACKSTAGE

"How's it look?" Trixie asks as soon as Rarity arrives backstage, every model is ready and waiting anxiously for their call. There's general buzz around the backstage as every designer wonder when they'll be called, nopony could handle waiting in their dressing room so luckily most of the backstage is open, though a spot is clear for the models that will be going on soon.

"No different than we assumed." Rarity responds. "It's just as packed as we'd thought. Though everypony here is a model so we don't to worry about any getting cold hooves. It's just going to be the wait that's the worst part."

"No need to worry." Fleur De Lis assures as she stands with the rest of the models. "You're designs are lovely Rarity."

"We're gonna rock this show!" Rainbow shouts excitedly. "If there were prizes we'd totally win them." Rainbow looks to her right, thinking she saw somepony she knew from the side of her eye. She just shrugs and moves.

"I'm not worried." Rarity giggles. "I just said the wait was gonna be hard, why don't we take this time to make sure everypony knows what their doing?" Rarity and her models all huddle together for one final discussion.

HALF WAY THROUGH THE SHOW

The last model from the current designer returns backstage and the whole group exhales a relieved breath. Some designers write on cue cards while they wait. One of the aspects of the show is that the designer stands on a raised platform opposite to Sapphire and Hoity and explains the inspiration behind the design, some designers are writing the cue cards to make sure they don't stumble over their words while on stage. At some point Rainbow Dash had gotten bored of waiting around and had started walking around backstage, she'd promised Rarity to stay nearby and to make sure she didn't ruffled or otherwise dirty her dress. Glancing around the room she once again spots a familiar pony, quickly heading over she skids to a stop, coming face to face with a startled Pegasus mare.

"Oh, I'm sorry." The Pegasus mumbles as she bows her head low.

"Nah it's my bad." Rainbow apologies. "You looked familiar but I can't really place you." Rainbow scratches the back of her head while looking over the mare, she's wearing a maid outfit so which makes Rainbow curious. "Are you a model?"

"Oh no." The now flustered mare shakes her head. "I'm a maid, I serve at Prince Blueblood's estate, my name is Spiffy Jiffy." The Pegasus bows again.

"Now I remember." Rainbow says bitterly. "Blueblood's here?"

"Yes, he is." Spiffy says quietly. "He's actually a designer in the show, he entered at the last minute." Spiffy slaps a hoof over her mouth and looks around frantically, likely afraid that her employer had heard that.

"He what?" Rainbow asks in confusion. "How did- He's not even a-" Rainbow can't even finish a sentence, she'd heard Rarity talk about Blueblood before and she's sure him being a designer would have come up at least once, she didn't like this one bit.

"Spilly Piffy!" Comes a call from elsewhere in the room, Spiffy once more nods her head respectfully before leaving quickly, Rainbow now noticing a saddle bag holding a wine bottle and glass on her side. Rainbow wants to follow her but a call from Rarity makes her head back over, she doesn't take her eyes off Spiffy until she disappears behind some other ponies.

"Who were you talking to Darling?" Rarity asks once Rainbow rejoins their group. Rainbow notices a slight edge to her voice.

"Just somepony I met once, figured I'd say hello." Rainbow waves off nonchalantly.

"Thank you Midnight Lace." Sapphire's voice booms over the speakers. "Up next is Coco Pommel!"

"Oh!" Rarity says happily. "Excuse me, I have to speak with Coco before she goes on." Rarity runs off and a tiny frown appears on Rainbow's face.

"Yeah, tell Coco I said hi too." She says while rolling her eyes. Trixie looks between her and the fashionista with a raised eyebrow.

"Is everypony in your group this jealous or what?" Rainbow looks at her.

"What?"

"Trixie said nothing." Trixie says while shrugging and looking away.

NEAR THE END OF THE SHOW

The show has been going wonderfully, the crowd has adored every design put forth by the creators, Coco's designs being the current highlight. While luckily Blueblood hasn't seen or interacted with either Rarity of her companions Rarity had actually taken a look at the outfits on his models and begrudgingly admitted they were pretty good. His portion of the show had been the longest, simply because he had much to say about them and himself and he hadn't allowed Sapphire or Hoity Toity many words in edgewise. Still the show has gone off without a hitch and it's almost time for the final act.

"Coco I still can't get over it." Rarity gushes to her friend. "Your designs are so wonderful!"

"Thank you Rarity." Coco says happily. "I worked really hard on them."

"I gotta admit I'm impressed too." Rainbow shrugs.

"Trixie isn't impressed." Trixie stats bluntly, she puts her hooves up defensively at her companions frowns. "What? Trixie is hard to impress."

"Hey Rarity." Coco says slowly. "Good luck out there." Coco and Rarity share a hug.

THE STAGE

"Alright Mares and Stallions." Sapphire says with excitement. "It's now time for our final designer for tonight." Sapphire's voice gets more excited. "You all know her! It's the Element of Generosity herself! The one and only Rarity!!" The crowd erupts into applause as Rarity makes her way from Backstage and onto the raised platform next to the stage.

"Hello everypony." Rarity greets politely while waving. "I'm so honored to be here."

"We're glad to have you Rarity." Sapphire says with a big smile. "Anything you'd like to share before we get started?"

"I'd just like to thank my friends, Rainbow Dash and Trixie. I doubt the show would be the way it is without them and I'm very grateful I could share this night with such incredible mares." Another bout of applause rings out from the audience, mostly from the section of the Elements and Trixie's family. Rarity could almost swear she heard a pony from somewhere say 'No, Trixie is not crying!'.

"But let's not leave these ponies waiting." Rarity begins. "This is my first design, worn by Trixie."

The crowd claps in excitement as the showmare steps out of the curtain, however the applause is very quickly replaced by confused murmurs once the audience takes in Trixie's appearance, The showmare is wearing a very simple, very bland sundress. It's a dull light blue that almost matches her coat, some ponies can barely tell she's wearing anything at all. Someponies begin to whisper among themselves, wondering if this is some kind of joke, while Hoity Toity watches with interest. Trixie walks along the runway as if she's wearing the most fabulous dress in the world, no fireworks, pyrotechnics or lights or anything accompanying her. The Canterlot Orchestra who had played for other portions of the show sit in silence as Rarity had instructed them. Once she reaches the end of the runway Trixie poses in a flourish before bowing her head incredibly low and closes her eyes. Eventually it's Sapphire who breaks the silence.

"Rarity? Is... Is that it?"

"Oh Believe Trixie." Trixie says loud enough for everypony to hear, she lifts her head slightly and opens her eyes to reveal they've taken on a green tint. "She is just getting started!" Trixie throws her head up and a column of green fire erupts from underneath her, visible within the swirling flames the audience gasps as the see dozens of changelings buzzing around. Everypony stands frozen in shock, unsure what to think, some guards look to Celestia for guidance only for the ruler to shake her head and gesture to the stage. One by one the changelings in the fire poof into hearts, once every changeling vanishes the fire dissipates. Trixie stands in the same place she had before but now her dress is completely different. She wears pointed boots with holes on the sides on her hooves, a flowing black gown that ends in spike like points covers her body, along the edges is a strip of green with holes systematically placed along it, a green cape designed after changeling wings sits on her back with a high collar on her neck, the two halves of the cape are kept together by a shining emerald. The dress has a sense of intimidation but also of regal elegance, Trixie strikes a new pose as she laughs.

"This!" Rarity declares happily. "Is my first design." After the initial shock the audience begins viewing the dress and marveling at the outfit.

"Incredible, Simply Incredible." Sapphire says, still rather stunned by the whole thing. "Rarity what as your inspiration for this?"

"This gown is designed after changelings, specifically the Queen of the Changelings." Rarity explains. "The idea behind this design is that even something we fear may yield something beautiful, keep your minds open." As Rarity explains Trixie continues strutting on the runway, loving the attention.

"What a way to start." Sapphire gushes. "A gorgeous dress and an incredible performance."

Trixie continues soaking in the attention as the audience goes nuts, dramatically turning towards the crowd, Trixie offers a cocky grin to a certain Alicorn before turning and walking back down the runway.

"Princess Celestia." Twilight whispers in surprise. "What was that?" Celestia puts on a thoughtful expression.

"It would seem that both the initial sundress, as well as the fire and changelings were illusions." Celestia explains. "That mare must have trained an awful lot to create ones like that."

"Illusion magic." Twilight whispers as she observes the showmare hop up on the platform with Rarity.

"Trixie will be up here for the rest of the performance." Trixie explains as she leans over to speak into the microphone. "Her magic will be used instead of fireworks or anything else."

"Very well." Hoity agrees. "Shall we move on then?"

"Of course." Rarity says with a nod before calling out the next Model.

Trixie's horn glows as a shroud of black mist over takes the stage, the mist condenses together and dissipates to reveal a unicorn stallion, the stallion wears a black and silver suit that looks like its made of armor, sewn onto the shoulders is a red cape that billows in the wind, the stallion has a commanding presence as he makes his way down the runway, once he makes it to the end of the runway he turns as a large crystal spire appears on stage, a pink aura moves out from the spire and when it reaches the stallion he seems to vanish. Stepping out from the base of the Spire comes two ponies, a Pegasus mare and a Unicorn stallion. The mare wears a long pink dress with golden heart patterns along the edges, she wears golden boots on her hooves, White flowers decorate the shoulders and spots along the flank. The stallion wears a regal red suit, golden pads sewn onto the shoulders. On the knee of each foreleg a shield with the crest of Equestria on it is stitched on. Both outfits have an image of a Shield with a heart on it sewn onto the chest. The mare and stallion walk the runway together and when they head back stage the crystal spire and the aura disappear with them.

Trixie breathes heavily as she catches her breath, after a moment she's ready to go. A bird made of fire flies from backstage and soars in the air before landing on the runway, the bird is suddenly blown away to reveal a Pegasus mare flapping her wings. The mare wears a blue dress decorated with yellow lightning bots along it, she wears blue boots on her hooves with lightning bolt decorations coming off each side of the boots, she wears a blue mask that goes around her eyes the areas around her eyes are yellow. The model moves along the runway as if she's an athlete in training, once she reaches the end of the runway a storm cloud appears above her, she flaps her wings and rockets herself up into the cloud. After a moment the cloud bursts apart and the mare floats back to the ground with a sprinkle of water falling around her.

As the next model is called a light mist covers the stage, enough to make an atmosphere but not enough to truly obscure anyponies vision, Trees appear on the stage as the model steps into view. She wears a white gown with branch like decorations along the gown and the edges, she has a flower tiara with a purple diamond in it, sleeves come down her forelegs that look like branches, a bracelet on her left hoof holds a pink sapphire while an identical bracelet on her right hoof holds a blue sapphire. An orange gem is placed on her left shoulder with a jagged red ruby on her right and a light purple gem shaped like a star is on her chest. Every movement is slow and deliberate as she makes her way down the runway, when she makes it to the end she stands up onto her hind legs and holds he forelegs outward as all the gems in her gown begin to glow. She stays that way for sometime before going back on all fours and making her way back stage.

White puffy clouds cover the runway, making it look like one big cloud rather than a stage, the mare who comes on stage is wearing the simplest gown of the ones shown, it's gray with light blue rain drops along the edges, the sleeves blue lines along them that look like falling droplets. Despite the dresses rather simple design and admittedly dull colors it has a subtle elegance and charm. The audience gives a murmur of appreciation and Rarity smiles with relief knowing they like it. Though Rarity doesn't explain the inspiration for this particular outfit.

A strange mix of light appears as the next two models walk onto stage, am image of the sun appears to bathe one side of the audience in sunlight while an image of the moon shrouds the other side in moonlight. A unicorn mare in a black gown and Fleur De Lis in a white gown come down the runway. The smaller mare's black gown has an ethereal look to the flowing garment, little lights resembling stars dot the deep black of the gown while the padded chest area holds an image of Luna's moon cutiemark, the sleeves flow down her forelegs like mist while two bracelets with crescent moons adorn each leg. Fleur De Lis' gown is a stunning white, it's sides end in fluffy points giving the appearance of large majestic wings covering her body while the middle of the dress is an almost shining gold color that the wings hold together, the padded chest holds an image of the sun and the sleeves shimmer like rays of sunlight with a bracelet depicting a sun adorning each leg. Both mares walk down the runway together, the regal beauty of their dresses being equally adored by every member of the audience.

"And now, we move on to my final design of the night." Rarity announces, she tries to contain her smile when she hears the disappointed sound coming from the crowd. "Allow me to introduce- Huh?" Rarity pauses when she hears somepony talk, turning around she sees Coco Pommel standing by her platform.

"Rarity, I need you to come with me." Coco whispers with a hint of urgency. "She's getting cold hooves."

"What?" Rarity asks in panic. She turns to Sapphire and Hoity across the stage. "May I be excused for just a moment?"

"Go, go." Sapphire urges, Rarity nods in thanks and excuses herself. Once Rarity has slipped behind the curtain to backstage the showmare still on the platform smiles.

Flicking her head to the side Trixie conjures a sound proof barrier making it so that anypony backstage can no longer hear whats happening on stage, No sooner does she do than a rainbow maned Pegasus starts walking out from behind the curtain and Trixie's horn glows to begin her entrance.

RARITY'S DRESSING ROOM

"I don't understand." Rarity mumbles. "Where is Rainbow Dash?" She turns around and sees Coco Pommel looking guilty at her.

"She's uh, probably out on the runway." Coco admits. "She's not the reason I called you back here." Coco reaches behind a table and pulls out a previously hidden Ponyquin, a beautiful gown is placed on it. "You are. You'll need to get dressed quickly."

ON STAGE

Rainbow Dash zooms out of the curtain with a copy of the sonic rainboom appearing behind her, two more bursts of color accompany her as she flies up the runway, reaching the end of the runway she flaps her wings and flies straight up. A tornado appears out of nowhere underneath her and Rainbow can be seen flying against the whirling wind, After a moment the tornado begins spinning in the opposite direction and becomes rainbow colored, the tornado spins faster and faster until eventually in explodes into colorful lights. Rainbow Dash floats down to the stage as rainbows appear all around to illuminate her. Rainbow stands there and soaks in all the cheering from the crowd, however the crowd goes silent when a sound come from the stage curtain causing Rainbow Dash to turn around.

A large spike of crystal has appeared on the stage, more spikes seem to come out of the floor as they make their way down the runway. An enormous spike appears under Rainbow Dash and engulfs her. One by one the crystals begin to shatter and sprinkle glowing shards around the area, only the enormous spike remains. The final crystal shakes and rumbles and then shatters, Revealing Rainbow Dash standing there but now she has company.

Rarity has appeared on stage, wearing a beautiful crystal white gown. The dress has a high collar and sleeves ending in braces with purple diamonds, an exact replica of her element of Generosity necklace adorns her neck and a copy of her cutiemark is sewn onto her chest right on her heart, the gown Diamond shaped edges and the whole thing seems to shimmer, giving the illusion that the dress is actually made of crystals. Rainbow just stares at Rarity, unable to believe her eyes. With the help of Coco Pommel and Trixie the dress had been created as a surprise, to allow Rarity to appear on stage, but Rainbow hadn't expected it to look so amazing. Rainbow can't even talk as a blush tries to appear on her face.

"Wow." The stunned Pegasus mumbles to quietly for anypony but Rarity to hear, Rainbow's wings involuntarily flare out and the flustered Pegasus flaps her wings to make it seem like she meant to do so. Trixie looks into the crowd and nods as she sees the Chaos Lord give her a thumbs up.

While looking up at the flapping Pegasus, Rarity is surprised to see her getting closer. Only after a moment does Rarity look down a realize she's standing on a glowing Platform, Trixie seems to have created it so she could be even with the Pegasus, moving her hooves she finds the magic platform allows her to move as easily as if she was walking on ground. The platform begins moving around in the air at Trixie's instruction and Rainbow Dash instinctively copies it movements, allowing her to maintain eye contact with the Fashionista. As they move through the air in their own kind of dance, magic fireworks going off around them but neither mare seems to notice.

"You... You look awesome Rare." Rainbow mumbles, slapping herself mentally that she couldn't come up with a better word.

"Don't worry, I know what you mean." Rarity says with a smile. "I'm guessing this was your idea?"

"The dress? Yeah, but the flying thing is new." Rainbow admits. "I just wanted you to be part of the show."

"Thank you." Rarity says with a light blush. "You know, you can be pretty sweet."

"It's just one more thing I'm great at." Rainbow says cockily.

"Thank you for everything Rainbow Dash." Rarity says with a smile. "I don't think there's anypony I'd rather have shared this with."

"I know there's no pony I'd rather be with." Rainbow says without thinking, a blush appearing on both mares faces at the confession. "As uh... Friends you know."

"I know." Rarity giggles, however without warning the platform disappears from underneath her and she begins to fall, she barely falls at all before Rainbow Dash gets under her and scoops her into her forehooves. Rainbow Dash begins floating back to the ground slowly, In an impulsive decision Rarity leans over and gives Rainbow a little peck on the cheek. "It means a lot to me, that you helped me tonight."

The two mares return to the ground, both blushing as Rainbow sets Rarity onto the runway. Suddenly the two become aware of noise all around them, both looking around in confusion they see the audience applauding louder than at any other point in the show. Looking up Rarity can see the remains of magical fireworks and lights, evidently the two mares had been part of some kind of aerial choreography without noticing. And apparently the audience had loved it, whatever it was that had happened.

"We should ask Trixie about this later." Rarity says as she looks around embarrassed, silently hoping nopony really noticed what she'd done. Rainbow just nods in response.

Rainbow never takes her eyes off Rarity as the two walk over to raised platform and stand with Trixie. Rainbow doesn't listen to Sapphire's remarks or Hoity's speech. The final moments and ending of the show is all just noise to the Pegasus, she barely registers the cheering of the crowd or anything else for that matter. All she feels is a warmth on her cheek and all she hears is the pounding of her own heart.

Author's Note

Allow me to clarify a couple things just to be safe. 1) Trixie's cousin Ace Service speaks with a British accent, she started using the accent when she was a very young and just never got tired of it. 2) In order, Rarity's designs were inspired by 1.Queen Chrysalis 2. Lord Sombra 3.Princess Cadence 4.Shining Armor 5.The Wonderbolts 6.Tree of Harmony 7.Morning Dew 8.Princess Luna 9.Princess Celestia 10.Rainbow Dash.

I've been looking forward to writing this chapter so I hope I did OK. Originally during the Rarity wakes up scene I was just going to have her wake up and push Rainbow Dash out, but while I was writing the scene I came up with an idea I thought was good. I can change it if anyone thinks it's a little weird, I always second guess myself about stuff like this. This is and will probably be the longest chapter in the story as a lot happened in it, I'm a little worried I crammed to much in and didn't put enough into certain things but at the end of the day I am happy with what I have.

As always, let me know what you think of the chapter, hopefully I'll get the next one done a little sooner. Thanks for reading.

The Second Date

"Alright, not bad squirt." Rainbow Dash says, a hint of competition in her voice, Scootaloo smiles. Scootaloo sits in a chair confidently as a spoon hangs off both her left and right ear and two spoons hang off her nose, one on the left side the other on her right. Rainbow Dash sits next to her on a table in the same situation

The two ponies sit together at a table in a large gymnasium sized building, Along with the show Hoity Toity organized a large dinner for everypony involved in the show and their families that came out to see it. Everypony is sitting around talking and having a good time before they head to bed tonight. Rainbow Dash and Scootaloo started a little game together.

"OK Scoots, try this one." Rainbow says with a grin before grabbing another spoon and licking it, she then sticks out her tongue and places the spoon on the tip of it. Scootaloo mimics her actions and both ponies stay perfectly still and watch each other, Rainbow has to prevent herself from smiling when she sees Scootaloo's mouth twitch, knowing whats about to happen. Sure enough a moment later Scootaloo lets out an involuntary yawn which causes her spoons to fall off her face, Rainbow grins in triumph as she collects the spoons and places them back on the table. "Almost had me Squirt, maybe next time."

Sitting across the table from the now laughing Pegasi are Rarity and Sweetie Belle, looking at her sister Rarity sees Sweetie Belle smile at her before grabbing a spoon and licking it, the filly hangs the spoon off the side of her left ear and gives an expectant look. Rarity holds up a spoon and laughs nervously.

"Oh, I think you've bested me Sweetie Dear." Rarity says as she places the spoon back down. Looking around the table she sees Rainbow and Scootaloo's expectant looks as well as Sweetie Belle's pleading puppy dog eyes. Rarity sighs in defeat as she mimics Sweetie Belle's actions. "Happy now? I'm just like everypony else." All the other ponies at the table laugh and clap lightly for her, Rarity can't help but laugh too, though her laughing actually causes her spoon to fall off her ear. She looks down at the spoon now on the floor before looking up in embarrassment.

"I win!" Sweetie Belle chirps happily.

Elsewhere in the after party area, Trixie finds herself looking over a table of food trying to pick the best option, she's pulled from her thoughts by a voice behind her.

"Hi Trixie." Trixie turns around at the familiar voice and sees Twilight standing there, Trixie immediately backs up defensively and gestures a hoof at her.

"Before you say anything Sparkle, know that Trixie did not intend for Rarity to call Trixie her friend and while yes in the spur of the moment Trixie was touched by the gesture, know that we are business associates, we are not quite friends." The Showmare places her hoof down and swishes her cape so it flutters and covers part of her face. Twilight just looks at her in confusion.

"Trixie, it'd be fine if you were friends with my friends." Twilight assures her. "But that's not why I came over to talk to you."

"Trixie is confused, you're not angry at Trixie for accidentally stealing your friend." Twilight just rolls her eyes. "And Trixie has not done anything wrong, nor has she stolen any relics or tried to destroy you." Trixie says carefully. "So what is your purpose here?"

"I just wanted to ask you about that magic you used during the show. It was incredible." Twilight says happily. Trixie looks at her skeptically.

"Well it was Trixie's own magic abilities encase you're wondering, Trixie practiced those illusions for a very long time. For this show and Trixie's own show as well."

"Trixie I'm not suspecting you of anything." Twilight insists with a sigh.

"Trixie would be suspicious if she was in your hooves." Trixie says nonchalantly. "You'd have to be pretty foolish to trust Trixie so easily considering what she did last time we met."

"So you're saying Rainbow Dash and Rarity are foolish?" Twilight remarks, remembering Rarity explaining the situation when Trixie had first returned to Ponyville to help with the show. She remembers being happy when she'd heard how quickly Rainbow Dash had offered her the job after meeting her in Manehattan. At Twilight's remark, Trixie looks at the Princess with a scowl.

"How dare you call them Foolish!" Trixie scolds angrily. "They are wonderful ponies!" Twilight can't help but chuckle a little.

"I know, they are two of my best friends after all." Trixie looks at her unamused.

"Trixie thinks you just tricked her."

"I don't think so." Twilight responds casually.

"Whatever." Trixie huffs. "Anyway, If you want to know about Trixie's illusions she supposes she could teach you sometime." Trixie can't help but notice the word 'teach' seems to get the Princess' attention. "But not now, Trixie is a very busy mare." A sudden loud voice captures both ponies attention.

"Trixie!" A filly shouts as she seems to come out of nowhere and tackle the showmare. "By golly that was the finest display of magic I've ever seen! You're the greatest Trixie!" Ace gushes in her trademark accent. She hugs the showmare tightly and hangs off her as she stands back up, Ace's grip doesn't loosen even when Trixie tries to pull her off with magic.

"Nice to see you too Ace." Trixie says warmly as she pats the filly's head. With Ace dangling from her She looks at Twilight with a look that seems to say 'Go ahead, laugh, see what happens'.

"So, who's this?" Twilight asks with a smile, Ace stops nuzzling into Trixie's side and looks at the Princess standing only a few feet away, she falls to the floor and stands up before bowing respectfully.

"My name is Ace Service Ma'am, Everypony just calls me Ace though." The filly introduces herself. "Allow me to say what an honor it is to meet one of Equestria's Princesses and the second greatest magician ever."

"Second?" Twilight says slowly, Twilight is no braggart but after all her years of study and practice she'd silently hoped she'd earned that particular title.

"Yeah, Trixie's number one of course." Ace gushes as she tries to cling to the showmare again, only for Trixie's magic to grab hold of her and put her on the floor.

"This is Trixie's cousin." Trixie clarifies. "And her biggest fan."

Twilight nods her head, however before her mind can assume Ace thinks Trixie's the best because she's family, Twilight is struck with a thought. Namely the fact that Trixie performed a lot of big illusions in succession during the show, Illusion magic being something Twilight herself had never even used.

"Your cousin certainly is talented." Twilight says to Ace. "That's why I was asking her about the magic she used during the show."

"Well you'd never find a better tutor on that subject by Jove." Ace replies happily. "She's helping me with my magic tomorrow, maybe she can help you too." Twilight just nods along with Ace's excitement, briefly wondering if she should be offended the filly just assumed she needed magic lessons. Whatever the case Trixie seems to be amused.

"Isn't she great?" Trixie chuckles while patting Ace on the head. "But Ace, where's your mom? You know better than to run off alone."

"Sorry Trixie, I was just so excited to see you." Ace turns and scans the crowd before jumping and waving at somepony. "Mommy! I'm over here!" It only takes a few moments for Stargazer to make her way over.

"There you are Ace, Thank you Trixie." Stargazer smiles happily as she turns her head, her eyes go wide upon noticing the Alicorn standing nearby. "Oh my, Princess Twilight. It is an honor to meet you." Stargazer bows low, Twilight chuckles nervously, still not used to Princess treatment.

"It's quite alright, you can stand up." Twilight insists, to which Stargazer stands up slowly. "I was just speaking to Trixie about her part in the show tonight."

"A Princess personally speaking to my niece? Trixie I had no idea you knew royalty."

"Trixie doesn't." Trixie insists. "This is the first time we've met." Twilight raises an eyebrow.

"It is?"

"Yes it is." Trixie says while making a lip zipping motion when her aunt isn't looking. "Trixie has never been to the princess' home in Ponyville before." Twilight realizes very quickly why Trixie wouldn't want her family to know about the two previous interactions so she nods her head.

"That's true, I just saw her perform in the show and was curious about the illusion magic she used, namely where she learned it."

"Oh, well I hope I wasn't interrupting." Stargazer apologizes. "Come along Ace, we need to get going."

"Aww, But mum, I want to spend time with Trixie." Ace whines. Stargazer's horn lights up and an aura appears around Ace's ear, the filly reluctantly follows behind her mother.

"I'm sorry Ace but it's already past your bedtime. Say goodnight." Ace turns around as best she can and tips an imaginary hat.

"Cheers loves, I'll see you next time." Trixie and Twilight just wave goodbye as they watch the eccentric filly leave.

"Your family seems nice." Twilight says with a smile.

"Trixie knows that." Trixie says nonchalantly. Trixie just stands still for awhile, something seemingly on the tip of her tongue. She almost seems conflicted but in the end decides she wants to go down this particular Rabbit hole and looks at Twilight seriously. "Sparkle, why does your country friend hate Trixie?"

"What? You mean Applejack?" Twilight asks, completely taken by surprise.

"Yes, the one with the hat. What did Trixie do to wrong her?" Confusion is laced into every word. "Before whatever she did with the Alicorn Amulet, honestly Trixie's memory is rather fuzzy on that one."

"Well you magically hogtied her with her own rope didn't you?" Twilight offers.

"No, no, before that." Trixie says insistently, Twilight's confusion only gets bigger.

"I'm fairly certain you'd never met before that."

"Then why does she hate Trixie?"

"Hate is a rather strong word." Twilight defends. "Why would you think that?"

"Because she interrupted Trixie's show and challenged Trixie's abilities right on stage!" Trixie says with annoyance. "Which led to Trixie embarrassing your friends and challenging you and then the Ursa Minor happened and yadda yadda." Trixie then gestures to herself. "Trixie is willing to accept and has accepted that she causes her own problems, Trixie would just like to know Specifically what she did to warrant the events that resulted in her becoming a laughing stalk plotting revenge against you."

Twilight would love to answer her, to clear the air and put everything on the table for her to see, but she can't. Twilight racks her brain to try and remember all the details of that day so long ago, however as hard as she tried the Princess simply couldn't put down what exactly it was. Relaxing from her thoughtful stance she looks at the showmare only to see her giving a smug grin.

"That is Trixie's challenge Sparkle. When you can answer that question." Trixie just shrugs noncommittally as she looks away, only glancing at Twilight through the corner of her eye. "That is when Trixie will teach you about her illusion magic." Feeling she's done with this conversation Trixie leaves promptly. Twilight tries to locate her but her cape and hat have somehow blended into the crowd. Twilight decides to sit down at her table and think.

Meanwhile, elsewhere in the room.

Calm down Rainbow Dash. The Rainbow Pegasus thinks to herself. It was just a kiss on the cheek. It's not like she hasn't done it before. Rainbow can't help but think back fondly to the other time Rarity had kissed her on the cheek, when she'd agreed to be in the show in the first place. Heck she'd even kissed Rarity's cheek before when they taught Scootaloo how to glide, The Pegasus tries to convince herself that maybe it's just something close friends do. Yeah sure it is. She thinks sarcastically. That's why I can't imagine myself kissing any of my other friends. Rainbow just sits in her chair silently letting her mind wander.

This time was different than before. Rainbow thinks to herself as her heart is still beating quickly from the event, though it's pace has lessened. The first one was an impulse, a way of saying thank you. She meant to do this one. Rainbow reasons, she then puts her head in her hooves. Ugh, I am thinking way to much.

"Hello Rainbow Dash." Rarity says as she sits down at the table next to her friend. "Well their all out."

"All three? Still?" Rainbow asks skeptically.

"Like lights." Rarity assures. They are referring to the Cutiemark Crusaders who due to the late hour of the after party had all ended up falling asleep, A combination of a lullaby from Fluttershy and Rainbow reading from a Daring Do book had made them all drift off. Rainbow had left to mull over her thoughts while they put the fillies onto a mattress Discord created and would later transport back to Ponyville.

"I gotta say Rare." Rainbow says happily. "You put on one heck of a show."

"It was thanks to You and Trixie." Rarity waves off. "It wouldn't have been nearly as good without you."

"Our pleasure." Rainbow chuckles, the two mares sit in comfortable silence for a bit.

"Soooo...." Rarity says slowly while glancing at Rainbow from the corner of her eyes. "You lied to me."

"What?" Rainbow asks in confusion, wondering where that had come from.

"When you agreed to be in the show you didn't accept bits." Rarity clarifies. "Instead of payment you simply said that at some point you'd ask me for a favor and I had to go along with it. Getting on stage with you during the show was it wasn't it?"

"Yeah, Me and Coco planned it the day I heard about the show." Rainbow explains.

"So you lied to me." Rarity looks at the confused Pegasus with a cheeky smile. "Cause technically it was Coco Pommel who asked me to get on stage with you."

"Oh Sweet Celestia." Rainbow laughs while shaking her head. "It counts, it was my idea."

"I know Darling." Rarity assures her. "It was very thoughtful of you." Rarity gives Rainbow a big genuine smile which the Ace Flier returns.

"I have my moments."

"Believe me I know." Rarity says happily. "I've seen how good you are with Scootaloo, It's little wonder Caregiver trusts you with her."

"Thanks Rare."

"Actually..." Rarity says slowly, Looking intently at Rainbow Dash. "I've been thinking... Are you-"

"Rainbow Dash?" Upon hearing her name the Ace Flier turns around and sees a mare walking over, she has a blue suit over her yellow fur and her spiky flame colored hair is styled up. She has sunglasses over her eyes.

"Spit Fire?" Rainbow asks in confusion. "What are you doing here?"

"My sister is one of the models so I came to watch the show." The Wonderbolt explains. "I wasn't expecting to see you here, I'll admit you looked pretty good on stage though. Should I be worried about you changing careers?"

"I don't think so, I had a lot of fun but this scene still really isn't for me." Rainbow waves off. Spit Fire leans over to look behind Rainbow Dash.

"You're Rarity right? Your outfits where the best part of the show." Spit Fire leans in to whisper. "Don't tell my sister I said that."

"No worries, I have experience keeping secrets." Rarity assures the Wonderbolt. Spit Fire stands up straight and addresses Rainbow Dash while gesturing over to a serving table.

"I'm gonna go get a drink, you wanna come Rainbow Dash?" Spit Fire inquires. "I'd like to talk more."

"That sounds great." Rainbow stops and turns to her friend. "No, wait." Rainbow turns back to Spit Fire. "Sorry, but I'm hanging with Rare, maybe some other time."

"Nonsense." Rarity says suddenly, she makes shooing gestures with her hooves. "It's fine Rainbow Dash, I don't mind."

"You sure?" Rainbow stares a Rarity who ends up nodding in return, Rainbow smiles gently. "Alright, I'll be back soon." And with that Rainbow Dash heads over to the table with Spit Fire, Rarity watches as they go.

Rarity smiles happily, she knows this is important to her friend and is pleased she could help her talk to somepony she'd always admired even if she only helped a little bit, She's truly happy for her friend.

For about five seconds.

As Rarity observes the two ponies interacting she finds herself frowning, taping her hoof impatiently awaiting Rainbow's return And wondering what Spit Fire had said that was so funny.

"Hi Rarity!" Pinkie Pie chirps as she sits down at the table, she then looks at all the seating places on it. "Where's Dashie?"

"Over there." Rarity shrugs a hoof in the Pegasus' direction. The fashionista levitates her own drink with her magic but the glass cup just ends up floating in midair as she gets distracted.

"Wasn't she here with you?" Pinkie ponders out loud.

"With me? This isn't a date Pinkie Pie."

"I know, I know." Pinkie puts up her hooves defensively. "Still that mare must be special if she got Dashie to blow you off like that."

"Their just getting a drink." The Fashionista insists.

"They have drinks." Pinkie responds. "Looks like their having a good time too."

"Whatever." Rarity huffs in an unladylike manner. "She can't be that interesting." Rarity's cup wiggles slightly.

"I've never seen her laugh that hard at something You've said." Pinkie remarks casually.

"It's not a big deal." Rarity waves off.

"Know what Dashie told me once?" Pinkie inquires, she doesn't get an answer but continues anyway. "She told me she has a crush on Spit Fire." Rarity's eyes pop open and her cup shakes in the air for a couple seconds.

"Oh really?" Rarity responds as calmly as possible. "That's extra good for her then."

"They've really hit it off." Pinkie observes. "Good for Dashie right? Maybe this whole dating thing can go away."

"What?" Rarity asks, not taking her eyes off the two Pegasus, her cup rattles longer than before.

"I'm just saying they've probably got a lot in common to talk about, both being Ace Fliers you know." Pinkie says as she watches the two, the two Pegasus are standing together but not terribly close, Pinkie smiles a little as she hides behind Rarity. "Think their gonna kiss?"

The sound of glass shattering startles everypony in the room.

Rarity blinks in confusion as she looks around the room, unsure of what just happened, though she feels a slight sting on her left cheek. She scans the room trying to tell who everypony is looking at, only to realize it's her. Looking a little up and to the left Rarity sees her magic aura is holding onto only part of a glass cup as the rest sits on the table in pieces. Before she can formulate a thought about that she notices concerned magenta eyes looking at her from across the table, Rainbow Dash had moved back over to the table to check on her friend without anypony noticing she'd moved at all.

"Rarity are you OK?" Rainbow says with worry.

"I'm fine Rainbow Dash." Rarity insists. "Just a little magical mishap is all." Rainbow just lifts up a hoof and edges it close to Rarity's face before putting it down.

"Come on Rare." Rainbow Dash says as she urges the fashionista to follow her. Rarity smiles warmly.

"Really, I'm fine Rainbow Dash." However, Rarity does allow the Ace Flier to pull her along by her hoof, Rainbow grabs something from Fluttershy before the two actually leave the main party area, activity in the room slowly continues once the door closes behind the departing elements.

"The Wonderbolt is a non-issue." Pinkie says to nopony in particular, though her chaotic accomplice does hear her. Turning around she spots Spit Fire now standing alone, the party pony waves and catches the Wonderbolt's attention before holding up a hoof. If Pinkie had fingers it's possible she'd be making an obscene gesture, but since she doesn't Spit Fire is just confused when the pink pony walks away.

AN EMPTY ROOM OUTSIDE THE AFTER PARTY

"Rainbow Dash, I'm fine." Rarity insists, though her friend continues rummaging around in the bag she took from Fluttershy, which Rarity can now tell is a first aid kit. The two ponies sit in an empty room likely used to store the chairs and tables for the party room but nothings in it now. Rarity and Rainbow sit on the floor while Rainbow gets what she needs.

"Hold still." Rainbow finally says as she holds a pair of tweezers in her hooves, Rarity flinches a little as the tweezers get near her face but doesn't move. Rainbow clamps the tweezers down and then pulls them back, a sharp pain goes through Rarity's cheek before it stops and is replaced by a dull sting. Looking at the tweezers as they pull away Rarity sees that they cling onto a shard of glass. Gasping in surprise Rarity puts a hoof to her cheek and when she pulls it away from her face, sure enough theres a little blob of red on it.

"That was in my cheek?" Rarity says in disbelief, she can't believe she hadn't noticed that. She tries to put her hoof back up to her cheek only for Rainbow Dash to grab her hoof and stop her.

"Don't touch it." Rainbow warns, Rarity is surprised by the concern on her face and laced in her voice. Taking more supplies from the first aid kit Rainbow begins cleaning the wound. She goes slowly and carefully and soon she's satisfied with her work and places a bandage on the wound.

"I'm not a doctor but that probably won't leave a scar." Rainbow shrugs, she then looks at Rarity. "So, what happened?"

"I'm not sure Darling, I was just holding my cup. I guess I must have put to much magic into the spell and broken it by accident." Rarity tries explaining. Rainbow looks thoughtful. "Why are you so worried?"

"We're friends, I'm allowed to be worried." Rainbow defends. Rarity is still a little touched by the concern. "Now, I'm guessing accidentally doing something like that doesn't happen often. Is there something bothering you?"

"No, not at all." Rarity insists. "We just had an amazing show, I'm very happy."

"Good point." Rainbow concedes, she then thinks for a few moments. "We still have time before the train comes right?"

"Well yes, the last train to Ponyville tonight won't be leaving for at least an hour and a half."

"Great, cause I have an idea." Rainbow smiles brightly. "Rarity, wanna go on a date with me?"

"Right now?"

"It's the perfect time." Rainbow insists. "We'll be back before the train leaves."

"I suppose it has been quite awhile since we went on our first one." Rarity muses. "I accept. What did you have in mind?"

"You'll see. I just need to go ask Fluttershy to watch the girls while we're gone." Rainbow stands up and heads for the door.

"Darling, wait!" Rarity blurts out. Rainbow looks back in confusion. "What about Spitfire? How many chances will you get to speak to her in such a casual setting?"

Rainbow just smiles while shaking her head. "I'm not gonna leave you hanging Rare, You're more important." Rainbow then turns back and heads out the door.

Rarity just stares at the doorway for a couple moments before standing up and following after her friend.

"So you really don't mind?" Rarity hears Rainbow Dash asking as she walks in to room, she sees Rainbow and Fluttershy nearby, the bed holding the sleeping crusaders sits behind the two.

"I don't mind at all." Fluttershy assures her friend. "Me and Discord will watch them while your gone." Fluttershy's soft voice then lowered to a barely audible whisper. "Are you really taking her to-" Rainbow waves her hooves to silence her friend, though Rarity wonders if she could actually hear what the yellow Pegasus had said.

"Ssh!" Rainbow shushes. "It's gonna be awesome." Rainbow turns around and smiles at her friend still standing in the doorway.

"You ready to go Rare?"

"I suppose I am." Rarity gives a playful smile. "What are getting me into this time Darling?"

Rainbow Dash just laughs as she wordlessly begins leading Rarity outside.

SOON: THE STREETS ON CANTERLOT

"Oh this is ridiculous." Rarity whines as the two ponies walk down the street. "A spring day should not be this cold." The temperature was oddly low, not nearly bad enough to see your breath but still a very unpleasant chill.

"Yeah, I have no idea what the weather team is thinking around here." Rainbow muses while scanning the sky, as if looking for something. She then turns her attention to Rarity. "Here, let me help you." Rainbow drapes a wing over Rarity and pulls her closer. The wing is warm and soft.

"Such a gentlemare." Rarity jokes. Rainbow rolls her eyes. "In all seriousness that does actually help." Unconsciously Rarity moves a little closer so the wing wraps around just a bit more.

"Anytime." Rainbow assures, returning her gaze to the sky.

"Quite enraptured aren't we." Rarity says with a smile while observing Rainbow's gaze.

"Course, the sky has always been my home." Rainbow says with nostalgia.

"That is true." Rarity says while looking to the sky as well. "I'm sorry I'm not as fond of it as you are."

"Given your history with it I'm not surprised." Rainbow admits. "Maybe I can change that someday."

"Taking up miracles now Darling?" Both mares get a laugh from that. Rainbow nudges Rarity playfully.

"We'll see." Rainbow suddenly stops and smiles brightly. "Alright, here we go."

"Oh, where are we?" Rarity looks around, and her jaw drops when she spots a large immaculately designed building across the street. "That's 'Radiant Sunrise' The finest and grandest restaurant in all of Canterlot." Rarity gushes with excitement, surprised the building is open so late. Rainbow Dash follows Rarity's gaze and looks at the indicated structure.

"Huh... Neat." Rainbow says eventually, she removes her wing from Rarity's body and crouches down like she's going to take off. "Now hop on, we gotta go."

"Excuse me?" Rarity says with clear confusion.

"Hop on, I found what I was looking for." Rainbow explains while using her wings to gesture to her back.

"The sky? That's where you want to go?" Rarity questions. "What about what we were just talking about?"

"You know I won't let anything happen to you." Rainbow says while still gesturing to her back.

"OK." Rarity sighs. "I trust you Rainbow Dash." Rarity looks around the street and finds it mostly empty, glad that nopony will see her, Rarity gets onto Rainbow's back and the Ace Flier carries them both into the air.

"It's been awhile since I carried you like this, We don't exactly have a cloud box to carry you on." Rainbow says, a small smile on her face.

"Wherever you're taking me." Rarity says slowly, she then puts her face into Rainbow's mane. "Just let me know when we get there."

"Alright, just hold on tight." Rainbow instructs before grunting. "Not quite that tight."

Rainbow Dash flies up into the air with her friend on her back, it doesn't take long for Rarity to feel the soft wispy feeling of clouds around her, but she doesn't dare peek yet. To Rarity's confusion they continue going even after breaking through the clouds, she can feel them getting higher and higher. eventually she feels Rainbow Dash stop and bring in her wings, indicating that they've landed.

"Landed?" Rarity thinks to herself. "We passed the clouds, what did we land on?"

"OK Rare, we're here." Rainbow declares. "Cast your cloud walking spell and stand up."

Rarity does as she's instructed, after the spell is active she slowly pulls herself away from her friend's mane and climbs off her back. Looking around Rarity sees that the two have landed on a cloud, much higher up than the other clouds, though there is another smaller one nearby. Rarity gazes around in wonder, the sky seems to stretch on forever in all directions, she feels no fear though. There is no ground to see, no visible evidence of what could happen if she falls. The night sky and all it's stars spread out like an endless ocean, she almost feels like she could reach out and touch the moon. It's much colder up here than on the ground but Rarity almost doesn't notice it, numbly the stunned mare falls backward and sits on the cloud next to Rainbow Dash.

"What is this?" Rarity nearly whispers as she continues to soak in the sights around her.

"This is where I go when I wanna feel absolutely free." Rainbow sighs in contentment as she lays backward on the cloud. "It's like the world doesn't even exist when I'm up here, just an endless sky, filled with endless possibilities."

"What are these clouds doing up here?" Rarity finds herself asking, if only to not get completely lost in the sky.

"Clouds we create don't last forever." Rainbow begins. "Eventually they use up what their made of and disappear, or their taken back and used for different weather." Rainbow gestures lazily. "These two? Their different, Their placed so high up that nopony will find them unless their looking for them. They've been up here for a long time, drifting all over the world. I was kinda hoping I was right when I thought I saw them." Rainbow smiles just a little. "My mom showed them to me, way back when."

"She did?" Rarity asks as she looks down at her friend laying on the cloud. "This place must be very important to you."

"It's very important to my family." Rainbow states simply. Rarity just watches her in stunned silence, eventually the fashionista lays down on the cloud too, right next to her friend.

"She seems like an amazing mare." Rarity sighs happily. "She'll be so glad to hear when you follow in her hoofsteps." At that Rainbow Dash looks at her in confusion, Rarity just smiles as she looks her friend in the eyes. "Well, you are going to show Scootaloo this place right?"

"What? When?" Rainbow asks, Rarity can see a slight blush on her cheeks.

"After you adopt her of course." Rarity says as her smile becomes a smirk, Rainbow Dash speaks incoherently for a few moments.

"How could you possibly-"

"I saw the head of an Orphanage hand you a stack of papers Rainbow Dash." Rarity says with a deadpan expression. Rainbow sits up on the cloud and Rarity follows her. "Why didn't you tell me? Or anypony for that matter?" Rainbow Dash curls her back hooves up and rests her forelegs on them and places her head on top of them.

"I don't want Scootaloo to know." Rainbow admits. "The evaluation process is almost done, I want to make sure I actually have her before I go getting her hopes up."

"That's sweet of you." Rarity says with a happy smile. "But I wouldn't be worried Rainbow Dash. You're Rainbow Dash! The Element of loyal-" Rarity stops when a cyan blue hoof is placed over her mouth.

"I don't want that." Rainbow says as she looks at her friend with a serious expression. "If I'm actually allowed to adopt Scootaloo, I want it to be because I'm good enough. Not cause I'm an element of harmony, or a hero, or cause I'm friends with a Princess. But because Rainbow Dash, the ordinary mare, is good enough."

"Oh." Is all Rarity says in response. She looks up at the stars overhead, quietly getting lost in the uncountable number of shining lights. "I'm still not worried." Rarity finally says. "You're Rainbow Dash after all. I would feel a tad silly worrying about you after everything we've been through."

"Thanks Rare." Rainbow says as her eyes flutter closed, she shakes her head a little bit and chuckles into her knees. "Some Date Right?"

"Well, I feel I know you a little better." Rarity explains. "And the scenery is breath taking." She shrugs. "I'd say this is in the top two."

"Of the two dates we've had?" Rainbow questions.

"Exactly." Rarity smiles. "And for what it's worth, I believe you'd make a good mother." Rainbow Dash almost seems to recoil at that.

"Guardian." She says with an insistent voice. "Not Mother, Guardian."

"Don't be Bashful Darling." Rarity giggles. Rainbow groans loudly.

"Subject change." Rainbow says while rubbing her forehead. "I feel like the more things I say, the more I'm giving you a road map to my brain."

"Well I certainly have a much better picture of what makes you tick than I used to." Rarity says happily. "But very well, what are you thinking?"

"Well...." Rainbow muses as the two lay back down onto the cloud, time seems to fly by as they talk.

TEN MINUTES

"I actually used to dream of flying." Rarity admits. "When I was little, I'd see Pegasus flying around and I'd wonder 'what must that be like?'"

"I wouldn't have guessed that." Rainbow says quietly.

"So when the Best Young Flier competition came." Rarity says with excitement. "And we went to support you and Twilight made me those beautiful wings-"

"Your childhood fantasy came true." Rainbow finishes.

"I lost myself." Rarity says solemnly. "I was so captivated by the sheer thrill of what I was doing that-"

"I get it." Rainbow interrupts, though without any irritation in her voice. "I understand." Rainbow then looks at her friend skeptically. "You're not still beating yourself up about that are you?"

"Maybe?" Rarity says with hesitation. "I know it was so long ago, but even so, sometimes I think about it and can't help it. It's a moment in my life I'll never forgive myself for."

"Not much you can do about that." Rainbow shrugs. "When everything's all said and done, even after apologies and hugs and everypony makes up. It's impossible for there not to be some little thing left over." Rainbow ponders for a moment if her tired mind is making her philosophical before continuing. "Even if it's just in the back of your head you'll feel it. Maybe it's regret, or anger at yourself." Rainbow's mood sours for just a moment. "Resentment." She says before her expression returns to normal. Rarity looks away from the sky and turns her eyes to her friend.

"Are you speaking from experience?" Rarity has a touch of concern in her voice. Rainbow returns her gaze.

"It's fine." Is all the other mare says.

"OK, You'll love this one." Rainbow says, abruptly changing the topic. "I still haven't told you about how I met my mom."

Rarity was all ears after that.

THIRTY MINUTES

"First kiss?" Rainbow Dash asks her companion. Rarity looks at her with indifference.

"A lady does not kiss and tell Darling." Rarity huffs. Rainbow chuckles.

"Come on, I'll tell you mine. That way we'll be even." Rainbow promises, with maybe to much enthusiasm for Rarity's liking.

"Who was yours?"

"Gilda." Rainbow says to her friends surprise. "It would have been Fluttershy but she didn't wanna practice with me."

"You had your first kiss for practice?" Rarity says aghast. "A first kiss should be special, it should be a moment you'll always remember."

"Is it really that big of a deal? It's fine as long as you remember who it was with right?"

"It most certainly isn't fine." Rarity huffs. "You should remember where and when you had your first kiss as well as who it was with."

"OK." Rainbow shrugs. "My room, late afternoon on a school night and it was with Gilda." Rainbow lists off. "That better?"

"It'll do."

"Well why don't you tell me yours? Show me how it's done?" Rarity turns to her friend with a sly smile.

"Oh I never agreed to that." Rarity teases, causing Rainbow to pout.

"You suck." Rainbow says with a grin.

FORTY-FIVE MINUTES

"Hey Rare?" Rainbow says while peeking at Rarity from the corner of her eyes. Rarity mimics the look.

"Yes Darling?"

"Knock-Knock."

"Knock-Knock?"

"Yeah."

"OK...Whose there?"

"You-" Rainbow closes her mouth and moves her eyes away. "Nevermind, I think it's a little early."

"For knock-knock jokes?"

"Yeah."

"If you say so." Rarity says with a shrug.

FIFTY-THREE MINUTES

"I think that-" Rainbow mumbles with a thoughtful expression. "-I was probably about sixteen when I beat mom in a race for the first time."

"Impressive." Rarity says with a nod. "though I'm not sure who it's more impressive for. Your mom must be pretty good considering how fast you are."

"Well, you gotta remember I couldn't do Sonic Rainbooms all the time when I was younger." Rainbow explains. "I wasn't always as fast as I am now, I had to work for it just like everypony else."

"Must have been a proud day then."

"It was super close." Rainbow says happily. Then her eyes get narrow as she thinks. "Thinking back on it, It was Really close. Like, way to close."

"Rainbow Dash?" Rarity looks at her friend in confusion. "Are you suggesting Your Mother let you win?"

"I'm not ruling it out." Rainbow huffs. "I hadn't thought about it at the time, but looking back now, things seem different." Rainbow begins smiling, it only gets bigger as she keeps thinking.

"What is it?" Rarity asks to her friend's smile.

"If I'm right about this, it means I've never seen my mom go as fast as she can." Rainbow grins. "Which is Awesome! I need to race her again soon."

"You really look up to her huh?"

"Course I do." Rainbow smile gets even bigger. "She's the best mom I could have asked for." Rarity observes her friend and smiles, just a little one.

"Tell me about her." She almost whispers it, Rainbow wouldn't have heard if not for their close proximity.

"Where do I start?" Rainbow says as she faces the sky, a look of nostalgia on her face.

SIXTY-FOUR MINUTES

"No." Rarity suddenly interrupts as she stands up. A huge grin on her face. "You did not just say that."

"It-It was just one class! Mom made me do it!" Rainbow Dash shouts, completely flustered. She quickly props herself up only to be met by her friend's beaming face.

"YOU CAN DANCE!?" Rarity exclaims.

"Well, I'm guessing you don't mean victory dances?" Rainbow jokes weakly. She coughs to steady herself. "It was years ago, me and mom took a class together, it was her idea not mine."

Rarity is barely listening as Rainbow Dash continues talking, she takes a few steps back from her friend and pushes off with her forehooves. Rainbow Dash looks at her in confusion as she balances herself on her back legs. Rainbow then takes on a deadpan expression.

"You can't be serious."

"Oh I am." Rarity giggles as she holds out a hoof to her friend. "Dance with me Darling."

"I can't believe this." Rainbow mumbles under her breath as she walks over to her friend and gets onto her back hooves. Rarity places a hoof on Rainbow's shoulder and Rainbow places one on her side, the two take a second to make sure they'll stay balanced as they grab each others remaining hoof. Rainbow sighs and looks Rarity in the eye. "You know, this is the last time I tell you anything."

"It'll be worth it." Rarity smiles as the two begin moving. Dancing to a silent song.

The two ponies move together, gently moving along the cloud, as they get close to one edge Rainbow gives Rarity a little spin and they start moving the other way. When they get near the other edge Rarity makes them twirl together and they change direction again. There's no music and neither pony says a word. They move together in silence until eventually coming to a halt in the center of the cloud.

"Happy now?" Rainbow Dash says, just a little out of breath.

"Unbelievably." Rarity says in a gasp. whether the two ponies are tired or they'd been unknowingly holding their breath, neither can tell.

"Should we... Sit down now?" The fashionista asks slowly.

"Nah." Rainbow says as she leans a little to the side, causing the two ponies to begin swaying in place together.

"What does it say?" Rarity thinks outloud. "That this fake relationship has been grander than any real one I've had?"

"Maybe we should..." Rainbow stops herself. I can't say it. She breaks eye contact. "I mean maybe it just means neither of us have dated the right ponies." She eventually says.

"I know you'll find the right mare for you Darling." Rarity says happily. "You're going to make somepony very happy someday." At her friend's words, Rainbow Dash looks away but ever so slightly tightens the grip of her hooves and brings them closer together.

"Yeah... Someday." Rainbow mumbles. She looks at her friend slowly. "I know you'll find somepony too. You deserve the best."

"I'll consider myself very lucky if their even half the pony you are Darling." Rarity lets go of Rainbow's hoof and places the free hoof on Rainbow's other shoulder. Rainbow mimics her by placing her newly free hoof on the opposite side from her other hoof. Then the two just look at each other.

"Rainbow Dash." Rarity says after what feels like hours. "May I make a request?"

"Anything Rare." Rainbow whispers to her.

"I'm keeping a secret from your mother for you, can you keep a secret for me?" Rarity asks, a blush barely visible in the moonlight on her cheeks.

"Of course. I promise"

"Then close your eyes." Rarity instructs. Rainbow looks at her for a moment and Rarity swallows hard. "Please? It's important."

Rainbow nods and her eyes slowly close, she sits in silence, her own breathing and Rarity's breathing the only thing she can see or hear. She sits and waits, her breath catches in her throat when she feels Rarity's breath on her face, every moment stretches out forever and she feels tempted to open her eyes, or move or do anything. but she doesn't. She waits, every moment she feels her getting closer until finally after what felt like hours, no, days of waiting. Rainbow finally feels lips make contact with her own.

And she thought the cheek kiss had been bad.

This one was something else entirely, the cold in the air was gone. Rainbow wasn't just ignoring it or tolerating it, the chill was replaced by an intense warmth spreading throughout her body. Her wings not only flared out but even began to flutter unconsciously. Her heart pounds so hard Rainbow is surprised Rarity doesn't stop and ask what that thumping sound is. Rainbow Dash kisses back gently, not wanting to risk scaring Rarity off. The kiss isn't deep and it doesn't last terribly long before Rarity slowly pulls away but both newly Scarlett colored ponies pant as if their out of breath. Rarity drops her hooves from Rainbow's shoulders and drops to all four on the cloud, Rainbow follows a moment afterward.

"That-" Rarity begins before shaking her head, she looks away from Rainbow Dash and peeks at her shyly from the corner of her eyes. "On a cloud high in the sky, the night after a big performance. With Rainbow Dash." Rarity lists off nervously, Rainbow's eyes go wide.

"That was your-" She's stopped by a white hoof on her mouth.

"Ssh." Rarity shushes quietly. "I don't know what the future holds for me, but I wanted to make sure that, that one moment was perfect. And that I shared it with somepony special." Rarity explains, still not facing her friend.

"That." Rainbow fumbles over her words. "That means a lot."

"We.... uh...." Rarity mumbles. "We should get going. The train is bound to leave soon."

"Right." Rainbow says numbly, she crouches and Rarity hops onto her back. "Hold on." The flight starts off a little awkward as Rainbow's wings are a little stiff but they begin descending quickly, Rarity's head once again buried in her mane.

"I can't believe I just did that." Rarity thinks to herself. "What was I thinking? How am I supposed to look her in the eyes after this?" The fashionista reprimands in her head.

"I was just caught up in the moment is all." Rarity reasons. "In the morning everything will go back to normal."

"She's my Marefr-" Rarity shakes her head. "She's my friend, she'll understand if I apologize. I don't want her to get the wrong idea."

Rarity sighs as she lifts herself from Rainbow's mane and looks towards the sky above, she barely makes out the two clouds high above before they seem to vanish from view. And despite the thoughts raging in her mind she can't help but put on a tiny, gentle smile.

"Maybe the sky isn't all bad." She thinks.

Maybe

Author's Note

And there it is, the Second Date. I'm pretty happy with how this chapter came out so I hope you like it.

Apologies if you wanted more but that kiss will have to tide you over for awhile.

Now about the chapter itself, I feel a little bad considering how much of this chapter has nothing to do with the actual date itself but I really wanted there to be some substance to this one, it would have been a little strange to just start with them heading out on the date obviously.

Was it weird that I had them stand on hind legs to dance together? I just felt it was a lot more intimate than dancing on four hooves and intimacy was the tone I was going for.

As for the date, I loved writing it. Personally I feel being able to just sit with someone and talk without having to do big plans or grand gestures, Just enjoying being with that person, I consider that to be very romantic and I hope I captured that idea in this chapter.

One last thing, yay or nay on Rarity having a scar? I'm kinda split on the idea myself so I'd like to know what you think. I can figure it out myself so don't feel the need to answer, but I like hearing your input.

As always, thanks for reading.

P.S. Almost forgot, my general headcannon is that the main six are in their early twenties as some of them live in their own homes and have jobs and run their own businesses. What do you think?

Bonus Chapter: Family

Author's Note

This Is a bonus chapter, like the first one it is optional and does not need to be read to understand the story. If you have an idea for something you'd like to see in a bonus chapter let me know and I might use it.

This is a short chapter but it look longer to write than I was hoping, I felt a little stuck about half the way through and I'm just hoping it all come out OK. Hopefully it's not to rushed or anything.

I second guess myself all the time, don't know why, just do.

Bonus Chapter: Family

"Rise and shine Dashie!" Morning Dew calls up the stairs. "I made your favorite!" The mother practically sings while skipping back over to the kitchen. Morning Dew squeals while dancing in place.

"OK, OK. Calm yourself." Morning Dew instructs herself, using her hooves to drag her grin down into a calm smile before placing breakfast onto plates. As she sets the table her ears perk up and she turns around to see Rainbow Dash, the young filly groggily dragging herself into the room.

"Mom." Rainbow mumbles. "Be cool."

"I'm cool, I'm cool." Morning Dew assures her daughter, but as Rainbow walks over and starts climbing into her chair Morning Dew can't help but once again notice the picture on her flank. Morning Dew's smile erupts onto her face again as she flaps her wings and rockets over to pick up her filly in a hug. She twirls the startled filly around while giggling.

"Mom." Rainbow groans. "I said-"

"Be cool I know." Morning Dew says while still spinning around, she stops and looks her daughter right in the eye with a huge smile. "But how can I not be excited!? My baby got her cutiemark!" The ecstatic mother shouts before peppering her little filly's face with kisses.

It'd been an incredible day for Morning Dew and Fluttershy's parents, discovering their daughters had gotten their cutiemarks on the same day. They'd held the party the same day they got them, after hiring a professional party planner as none of the parents believed they could host it themselves. The party had ran late as flight camp gave them following day off for it. Morning Dew's excitement had yet to fade even a little, Some ponies at the party yesterday thinking the new mother was more excited about her daughter's cutiemark than the filly herself had been when she got it.

"Moooom." Rainbow whines. Even though the filly still thinks Morning Dew is pretty cool for a grown-up, the older mare has definitely activated 'embarrassing mom mode' on a number of occasions.

"Right, right." Morning Dew says as she places her filly back onto her chair at the table. "Come on now, let's have breakfast."

"Oh my gosh!" Rainbow gasps. "Heavencakes!"

Morning Dew rolls her eyes at the enthusiasm, they were just ordinary pancakes but Rainbow loves them so much she started calling them Heavencakes due to how fluffy and delicious they are. The mother honestly doesn't think their that great but her filly's enjoyment of them always makes her smile.

"And you better eat up quickly, cause I have a surprise for you." Morning Dew says as she takes a seat at the table and begins eating her own pancakes.

"A surprise? What is it?" Rainbow asks as she devours her 'heavencakes', The mother frowns at the filly and she swallows before laughing nervously. "Sorry." She perks back up. "So what is it?"

"Me and you." Morning Dew gestures to the both of them. "Are going to the Weather Factory!" She cheers with jazz hooves. The filly's excited smile disappears.

"Mom, I've already been there before." The no longer excited filly mumbles. While Rainbow was often at school when Morning Dew works, there have been many times where the mother had to bring the filly to the factory. Morning Dew makes sure the filly stays out of trouble so no pony really minds.

"Come on, I know you like the Weather Factory." Morning Dew insists, she tilts her head to try and meet the filly's lowered eyes. "Where's my happy Dashie?"

"She's on break." The filly mumbles. "She wants a real surprise."

"I promise you'll have a good time." The mother smiles. Rainbow raises her eyes.

"Can I play with the snow maker?" The filly asks, as she always does. But she knows the answer.

"I don't think so. That's a complicated machine" Morning Dew rolls her eyes. "One wrong move and you'll start winter early for some poor town."

"I wouldn't do that." The filly grins playfully. "Don't you trust me?"

"Not when you smile like that." The mother responds with a playful smirk. "You done?"

"Yeah, I'm good." Rainbow shrugs as she pushes her plate away, Morning Dew scoops it up along with her own. "Let's get going to your boring job."

"Hey, I like being a weather pony." Morning Dew defends as she washes the dishes. "And who knows, maybe you'll try it someday."

"Nope. I'm gonna be a Wonderbolt!" Rainbow exclaims with excitement. Morning Dew smiles.

"I know you are, now come on. We need to get going." Morning Dew ushers the filly out of the dining room and makes sure she's washed up before heading outside.

CLOUDSDALE WEATHER FACTORY

"Morning Dew, Rainbow Dash. Good Morning." A weather pony greets as the two walk inside, inclining her head as a sign of greeting, Morning Dew walks over and grabs a protective helmet and coat from the wall, Rainbow Dash grabs her own pair adjacent to her mother's.

Rainbow Dash can't help but laugh a little to herself as she walks among the busy ponies, the workers at the Factory, even the newly hired ones had grown very used to the sight of the little filly in the building. Rainbow bets to herself that she could just show up and put on the protective gear and no pony would look at her twice, she smiles as she imagines trying that someday.

"Over here Dashie." Morning Dew calls. Her filly having wandered a little while thinking to herself. Once Rainbow catches up she opens the door in front of her.

"You're making cloud's today?" Rainbow asks as they walk into the room.

"This way." Morning Dew instructs as she leads Rainbow over to a table. "You know how I make clouds right?"

"I've only seen you do it like a thousand times." Rainbow exaggerates. Morning Dew smiles anyway.

"Think you could do it?" Rainbow looks at her mother in surprise.

"What?"

"Make a cloud, think you could do it?" Morning Dew asks again, the filly just stares at her for awhile before putting on a smug smile.

"Bet I can do it better than you."

"Oh, a challenge is it?" Morning Dew grins. "How about you put your bits where your mouth is then?"

"What'd you have in mind?" Rainbow asks.

"How about this? We see who can make the most clouds before lunch. If I win, I decide what we do after we're done here. You win, we do whatever you want. Deal?"

"You're on!" The filly shouts with excitement. However her enthusiasm falters when she actually turns to the work station, trying very hard to remember exactly how it's done.

"Keep this in mind." Morning Dew says. "We're not making rain or storm clouds so be careful how much water you add and avoid lightning entirely."

"OK." Rainbow mumbles as she tries to get started.

It does not go well, adding enough water and vapor to actually make the cloud form is difficult enough but fluffing it out and keeping it stable so the whole thing doesn't collapse before it's done almost seems impossible. By the time Rainbow creates her first cloud the number of times she's accidentally created a rain cloud that immediately poured out all of it's contents and vanished was higher than the filly could count. At last she finally created a cloud that was stable enough to not explode or something, risking a glance at her mother Rainbow groans loudly at the vast array of clouds that had been formed with practiced ease. The defeated filly bangs her head on the table in exasperation.

"I wish the weather could just form by itself." She whines.

"Now that's just silly." Morning Dew giggles. She then looks at her station. "Though I've heard their working on a machine that will make this much easier." Morning Dew pats her daughter on the back. "Now come on, it's time for lunch."

"Already!?" Rainbow gasps. "But I only made one cloud!"

"And it's a very nice cloud" Morning Dew assures. "You could be pretty good at this if you keep trying."

"Nuh uh." Rainbow shakes her head. "I am done with weather making."

"Does that mean your giving up? The weather wins?" Morning Dew teases.

"NO!" Rainbow Dash defiantly refuses. "That would mean I lost and that is not happening. I was just getting started today, I'll make a hundred clouds next time."

"Then I look forward to working with you again." Morning Dew smiles. "Now let's go eat."

Mother and Daughter leave the room together, the filly occasionally throwing glares at the work station behind her.

WEATHER FACTORY: BREAK ROOM

"Could you wait here Dashie?" Morning Dew asks nervously. "I don't want to leave you alone here but there's something important I need to take care of."

"Sure thing." Rainbow says proudly. "I can handle myself."

"I know you can." Morning Dew says as she gives her daughter a kiss on the cheek. "Real quick, what do you do if a stranger bothers you?"

"Kick them in the shins and run away?" Rainbow asks.

"That'll work, I'll be right down the hall, so run there." Morning Dew says with a small laugh.

Morning Dew leaves the room and Rainbow sits down at a table, digging through the lunch sack her mother brought and eating the apple inside. Another employee does end up coming in but he doesn't pay the little filly any mind and he soon leaves. Morning Dew returning shortly after.

"OK Dashie, grab the bag, it's time to go." She announces when she enters the room.

"What?"

"We're done." Morning Dew explains. "My boss is letting me go early today."

"Cool." Rainbow cheers as she follows her mother out of the building. Once mother and daughter make their way out of the Factory Rainbow is surprised to see a cloud floating above the cloud surface. What really surprises her is what cloud it is.

"Hey, that's my cloud." Rainbow says in confusion.

"Yeah, I know, I convinced my boss to let me take it." Morning Dew explains, the young filly only gets more confused.

"Why?"

"I'll show you, grab it and fly with me." Morning Dew instructs as she flaps her wings to float into the air. Rainbow grabs the cloud and follows after her.

Mother and Daughter fly into the air, higher and higher they go, eventually Rainbow looks ahead and she's a shape up above them. As they fly further she can make out a cloud, sitting all by it's lonesome high in the sky. Morning Dew leads Rainbow up to it and they land together upon the cloud.

"What's up with this cloud?" Rainbow asks as she looks around.

"This." Morning Dew gestures to the cloud. "Is the first cloud I ever made." That makes Rainbow's eyes go wide.

"What? So it's been here since you were a kid?" Rainbow asks in wonder, when her mother nods she pokes the cloud with a hoof. "I didn't know clouds lasted that long."

"How old do you think I am?" Morning Dew inquires with a raised eyebrow. "Actually don't answer that, I'm thirty-eight OK?" The mother than shakes her head.

"But yes, it has been here since I was a kid. My dad took me to make my first cloud after I got my cutiemark." Morning Dew grows nervous. "I actually took it after I made it, I brought it all the way up here where nopony could find it. I wanted it to last forever."

"That's cool." Rainbow says happily. "It's like a little hideout." Her eyes go wide again as she holds out the cloud she's holding. "Is that why we brought this?"

"Yeah." Morning Dew nods. "I want you to leave it here with mine. You'll always have somewhere you can go, somewhere peaceful to think."

Rainbow wordlessly places her cloud alongside her mother's, the two clouds drift together along the sky. Rainbow rejoins her mother on the larger of the two clouds and they sit together, Rainbow sitting in front, her head fitting comfortably in the curve of her mothers neck. Morning Dew wraps her hoofs around the filly.

"Why'd you wanna bring me here?" Rainbow asks.

"I wanted our first clouds to be together, just like we are." Morning Dew explains. "I want this little part of our family to always be here. Always here if we need it."

"Our family." Rainbow whispers, a content smile forming on her face.

"You're my daughter Rainbow Dash." Morning Dew tightens her grip on the filly, as if she might disappear if she lets go. "It took me a long time to find you but your mine, sure as if I'd birthed you myself."

"And someday." Morning Dew smiles fondly. "You'll have kids of your own, and maybe you'll bring them here too."

"Definitely." Rainbow grins. "This is so cool, like there's nothing but sky all around."

"This is our spot Dashie." Morning Dew explains. "Our families special place, it'll be our secret."

"So I can't show anypony?" The filly pouts.

"You can, but only if their really special. Deal?"

"Deal."

The two sit together in silence, Mother holding Daughter while the filly stares in amazement as the sun gets lower making the sky light up splendidly. The two ponies lose track of how long they sit together, the sun getting lower and lower as they sit without a word. They just enjoy the company provided by the other. Eventually it's Rainbow Dash who breaks the silence.

"Knock-Knock."

"What?"

"Knock-Knock."

"Why?"

"Come on please?"

"OK, OK. Go ahead."

"Knock-Knock."

"Whose there?"

"You Love."

"You Love who?"

"I love you mom, don't you know that?"

Filly Swap

Early morning sunlight shines in from a tiny slit open in the curtains, this light stretches across the room and lands directly on the eye of a sleeping fashionista, with minor effort Rarity flutters her eyes open and props herself up in bed. Blinking drearily she drags herself out of bed and heads into the bathroom.

After her morning grooming regiment Rarity stands in front of her mirror as she brushes her mane into the proper position, as she brushes her eyes fall upon the bandage on her cheek, hesitating for a moment the bandage is wrapped in her blue aura. Holding that position for a couple minutes Rarity eventually drops her aura and goes back to brushing, the bandage still on her cheek. But as she brushes her mane it suddenly hits her.

"I kissed Rainbow Dash!" Rarity gasps, the previous night flooding back into her mind. The show, the after party, Rainbow taking her out, the cloud, the kiss. Everything! She drops her hair brush in shock.

"I can't believe it." Rarity whispers, then she gasps again. "Oh no, I didn't even talk to her about the kiss, what must she be thinking? What if she thinks I'm interested in her?" Rarity worries, she knows Rainbow knows she likes stallions but given what happened last night it'd make sense if the other mare was starting to get her hopes up, Rarity had to talk to her right away. She should have done it last night but she'd been so tired she immediately went home with Sweetie Belle.

"RARITY!" Speaking of whom, Rarity hears a young filly calling from downstairs. "YOU UP YET!?"

"Just a minute Sweetie!" Rarity calls down as she finishes her brushing, deciding to speak to Rainbow Dash the first chance she gets she heads down stairs.

When she reaches the first floor of the Boutique to find her sister she's caught off guard by her appearance, Sweetie looks rather different. Her hair is one solid deep purple color, her white fur is now orange and she has wings instead of a horn. Rarity now realizes it's not her sister at all.

"Scootaloo?" Rarity asks with a raised eyebrow. "What are you doing here? Were you the one calling for me?"

"Yeah that was me." Scootaloo answers. "And by the way, you don't need to call me 'Sweetie', I don't think our relationship is intimate enough for that." Rarity looks away in embarrassment.

"Wait hold on." Rarity says as she faces the filly again. "Then where is Sweetie Belle?" Scootaloo giggles uneasily and looks away.

"Well..."

RAINBOW'S CLOUD HOUSE

"RAINBOW DASH!" An excited fillies voice can be heard from the ground below. "ARE YOU AWAKE!?"

"I am now." Comes the grumpy mumble of the annoyed Pegasus, she'd been looking forward to sleeping in today, given the late night before hand. But not wanting to disappoint Scootaloo the exhausted mare drags herself out of bed and heads outside to look over the edge. She's surprised to see a little white dot below her instead of an orange one.

"Sweetie Belle?" Rainbow Calls down to the filly, who waves in response.

"Hi Rainbow Dash!" Sweetie Belle says happily.

"What are you doing here?" Rainbow shouts down to the filly, not really caring if their loud conversation bothered anypony.

"I was hoping you could help me!" Sweetie calls to her. "I'm running errands today and I was wondering if you could come with!"

"I don't know..." Rainbow says hesitantly.

"Please!" The filly pouts. "I'm helping Rarity today and I don't wanna let her down!" Sweetie Belle just smiles when a cyan blue shape lands in front of her. Rainbow looks at the filly, a hint of amusement in her magenta eyes.

"I know your playing me." She informs the filly. "But OK." She gestures with a wing. "So get leading, I don't know what we're doing."

"Right! This way!" Sweetie says as turns around and begins leading the older mare with a skip in her step.

CAROUSEL BOUTIQUE

"You're 'Swapping'?" Rarity asks with a raised eyebrow. "What does that mean?"

"See, the thing is, I think Rainbow Dash is the most awesome pony ever." Scootaloo begins. "And Sweetie Belle thinks the same thing about you." Rarity can't help but feel flattered at that.

"So we decided to swap for the day and see whose really cooler." Scootaloo explains.

"I see, so Sweetie Belle is going to hang around Rainbow Dash all day." Rarity looks at the filly. "Which means that you."

"I'm gonna hang out with you all day." Scootaloo proclaims. Rarity gives a little smile and shakes her head.

"Thought so." The fashionista says as she turns and begins walking to her studio. "I just hope you don't regret this."

"I'll be fine." Scootaloo assures confidently. "So what are we doing?"

"I'm just going to work on some dress ideas of mine." Rarity explains. "I don't have any orders right now and I'm waiting to hear about the show, I figure keeping myself busy is a good idea." She faces the filly. "You're welcome to sit and watch me work, it'll be nice to have somepony to talk to."

"Sure." Scootaloo says with a shrug as the two ponies enter Rarity's work room.

PONYVILLE STREETS

"So what are we up to?" Rainbow asks as her and Sweetie Belle walk down the street.

"What would you wanna do?" Sweetie asks her curiously.

"Aren't you running errands?" Rainbow says in an accusing tone. Sweetie faces forward and doesn't make eye contact.

"Yes, yes I am." She says quickly, she suddenly spins and points to a nearby store. "There! This place sells fabric, I've been here with Rarity before, we'll start here!"

"You got it." Rainbow says as her and Sweetie head inside. They immediately begin looking through fabrics of all kinds and Rainbow is completely lost.

"What do you think of this?" Sweetie asks as she holds up a sky blue fabric. "It's good right?" Though she looks unsure.

"That's cool I guess." Rainbow shrugs. "I dunno. Did Rare give you any instructions on what exactly to get?"

"Nothing specific." Sweetie says without looking at her. "Rainbow Dash, can I be honest with you?"

"Rare didn't send you on errands did she?" Rainbow guesses as she stands next the filly, neither facing the other as they observe the fabrics in front of them. "You're not hard to figure out kid."

"No she didn't." Sweetie admits. "I wanted to do something special and surprise her but I don't have any money so I brought you with." Sweetie explains, she looks at Rainbow through the corner of her eye. "Rarity's the best big sister ever but I'm not like her, I don't know anything about this stuff."

"You want a cutiemark that lets you be like Rarity?" Rainbow asks as she observes the downcast filly. "But you're no good with fashion?" At that the little unicorn nods. "I get the feeling."

"You do?" Sweetie asks skeptically.

"Can you keep a secret?" Rainbow asks as she drops her voice to a conspiratorial tone. Sweetie nods and leans toward the mare to hear her better.

"If I hadn't gotten this cutiemark." Rainbow indicates the one on her flank. "If I'd gotten a boring weather mark and ended up just like my mom, I wouldn't have complained."

"But you've always wanted to be a Wonderbolt." Sweetie says in confusion.

"My mom wanted to be a historian." Rainbow says simply. "But now she's a weather mare but you know what? She's happy, the smile she gets when her weather is sent out to be enjoyed by ponies is awesome."

"Dreams are nice." Rainbow shrugs. "But if you spend to much time dreaming about what you think you want, you might not realize you don't need it to be happy.."

"Does that really work for you?" Sweetie asks. "You dreamed of becoming a Wonderbolt and you became a weather mare but you did fulfill your dream eventually." Rainbow nervously laughs and scratches the back of her head.

"That's true, but." Rainbow raises a hoof. "IF I hadn't I'd still be happy because." Rainbow suddenly stops as she turns to address the filly completely. "OK, Philosophy time is over, my head hurts. All I'm trying to say is that you don't need to be just like Rarity to be happy, her influence can make you the mare you'll be when you grow up but just because your not a fashionista like her doesn't mean you can't be like her when you grow up. But what really matters is what'll make you happy when your older, whether it's fashion or singing or whatever. Got it?"

"I think so." Sweetie says with a smile. "Thanks for trying to cheer me up Rainbow Dash."

"Now come on." Rainbow insists. "You wanna do something nice for your sister? Let's focus less on something she likes cause honestly she sees this stuff all the time. We'll get her something you like, hows that sound?"

"OK!" Sweetie chirps as they head out of the store, a new spring in her step.

CAROUSEL BOUTIQUE: RARITY'S STUDIO

Rarity had supplied Scootaloo with a stool topped with a pillow, it would have been comfortable to sit on but the young Pegasus decided to lay on it instead, her head hangs off the side of the stool as she lays spread out upside down watching Rarity work.

"So... This is... Fun?" Scootaloo inquires as Rarity makes alterations to a Blue gown she's working on, The fashionista does not turn to the filly as she responds.

"I find it fun just so you know, this is my passion after all." Rarity explains calmly as she inspects the dress, trying to think of what it's missing.

"Your passion? What's that mean?" Scootaloo asks as she flips upright, now curious.

"How to explain." Rarity taps her chin with a hoof. "I suppose the best way to put it is that your passion is what's most important to you, it's what drives you. If your passionate about something you could do it for hours on end and it never feels like a chore."

"Oh, cool." The filly says simply. "Does that mean Rainbow Dash is my passion?"

"No I don't think that's quite right." Rarity taps her chin again. "Your passion is generally more of an activity than a pony. You can feel similar feelings for a pony and that's a different kind of passion but it's called love and devotion."

"I get it. I still think Rainbow Dash counts for me though." The filly shrugs, her look becomes inquisitive. "Have you ever felt like that about a pony?"

"I thought I did once." Rarity shivers. "But he turned out to be far less than I'd imagined." Rarity gestures sharply to the filly. "Let that be a lesson to you Scootaloo, always be sure what you feel is love and not some silly flight of fantasy." Rarity looks away and coughs in embarrassment. "But to answer your question, no I've never really felt that way about anypony."

"Not even Rainbow Dash?" Scootaloo asks and Rarity nearly chokes on air. For a moment she puts a hoof to her lips, staring at nothing and lost in thoughts. She suddenly shakes her head and continues looking over the dress.

"That is... different. I care deeply for Rainbow Dash and all of my friends but that is yet another kind of passion, closer to family than say a special somepony." Scootaloo just flips upside down again and frowns.

"Talents, special some-ponies, family and friends. That's a lot of different kinds of passion." Scootaloo mumbles. "Being a grown-up is complicated."

"You have no idea Darling." Rarity sighs, she taps a hoof impatiently as she takes a final look at her dress. "Ugh, this gown is far to simplistic. There must be something I'm missing." Scootaloo flips upright again and gazes at the dress, her face contemplative.

"Well, it's like the sky or something right?" She asks.

"It's sky blue yes." Rarity says in confusion.

"Why don't you add clouds or something?" Scootaloo ponders outloud, a smile bursts onto her face. "OH! OH! Give it a cape! A long white cape like a jet stream! OH! And then cut it in half so it's like two Pegasus flew by while racing!" Her excitement unexpectedly grows as she talks, gushing over her idea. Rarity looks at the filly before returning her gaze to the dress.

"Like two Pegasus flew by while racing?" Rarity thinks to herself. "The two halves of the cape would be their trails. I could add some white frills to the ends, some patterns of white on the side. It could look like the clouds are parting as the racers zoom past." Rarity blinks in amazement. "A Dress that tells a story."

"You have quite the imagination, I think I'll take your advice on that." Rarity says happily as she addresses the filly. "In fact if I sell this gown I'm giving you part of the profits."

"REALLY!?" Scootaloo exclaims. "That's awesome!" She knows Rarity's the Element of Generosity but she wasn't expecting that.

"I thought you'd like that." Rarity chuckles as she begins working on the dress again. "I was surprised to see you at the show last night, did you have a good time?"

"It was pretty cool." The filly says as she hangs upside down. "Not really my thing but Rainbow Dash made it cool."

"Yes of course." Rarity smiles to herself as she makes sure not to look at the filly. "You know Rainbow Dash had fun, she quite enjoyed being a model."

"What? No Way!" Scootaloo exclaims aghast. "Did she tell you that?"

"She didn't have to." Rarity says happily. "I could tell." Her look turns distant but the filly doesn't see. "She was radiant."

"Yeah well, Rainbow Dash can make anything cool." The filly defends, she then quirks an eyebrow. "Do you like her?"

"What?" Rarity asks as she turns around, surprise on her face.

"Do you like Rainbow Dash?" Scootaloo asks again. "Like, Like Like?" Rarity narrows her eyes at the filly in suspicion.

"Did Pinkie Pie tell you to ask that?" Scootaloo blinks in confusion.

"No, why would she?"

"Nevermind." Rarity mumbles as she turns back to the dress. "I'd rather not talk about Rainbow Dash right now OK?"

"K." Scootaloo says as she stretches out to relax. "So what's with the bandage?"

"There was a mishap with my magic." Rarity says quickly. "It was nothing, I'm fine."

"Oh, alright." Scootaloo says, Rarity not seeing her face has become downcast. "So um... Think we should add anything else to the dress?"

"Let's try not to over design it. It's fine as it is." Rarity responds, a moment later she sighs and lowers her head. That had been a touch snippier than she'd intended.

"She just wants to talk. I shouldn't be dismissing every topic so quickly." Rarity berates herself. "Scootaloo I just have a bit on my mind, I hope I didn't upset you."

"I'm OK. I'll stop bothering you if you want." The filly offers, and Rarity frowns at herself. She really hadn't meant to make the filly sad, Rainbow would never forgive her if she didn't do something.

"You're not bothering me." Rarity assures the filly as she turns to her. "If you bothered me than Rainbow Dash would bother me and she truly doesn't. At All."

"What does that mean?" Scootaloo asks in confusion.

"Well you and Rainbow Dash are not really that different. You're more alike than you think." Rarity explains, while it's her true opinion she also knows comparing the filly to her idol will turn her mood around and does it ever.

"I'm like Rainbow Dash!?" Scootaloo exclaims loudly. "How!? How!?" She stands up on her stool and hops up and down. Rarity giggles as she tries to get the filly to sit down again.

"Well let's see, you're both very determined, you've got that never give up attitude you know?" Rarity begins. "You both love showing off and helping your friends. You're both confident but still need support from time to time." Rarity giggles again. "Honestly you're like a tiny Rainbow Dash, you both even found an older mare to teach you flying." Rarity continues smiling as she turns back to the dress. "She even used to be just like you."

"You mean Rainbow Dash couldn't fly either?" Scootaloo questions, that didn't sound right.

"No Rainbow Dash was a natural, she used to be-" Rarity stops suddenly, she nervously looks at the filly. "She uh... Used to be a sweet little filly just like you." Rarity hoped her cheesy line had deflected any suspicion and the goofy grin on the filly's face seemed to mean it'd worked.

"Just like me?" The excited filly squealed in joy. But her eyes widened as her mind latched onto a particular thought. "Just like me? Like, exactly like me?"

"Uh...." Rarity wasn't sure how to respond, the filly seemed to take her silence to mean her thought was correct. Scootaloo's mouth falls open as her face takes on a look of Disbelief.

"Rainbow Dash was an Or-" Rarity suddenly stands up perfectly straight and looks at the filly with a forced smile.

"Scootaloo! Could you be a dear and help me?"

"Uh... With what?" The surprised filly asks.

"It's the silliest thing, I just realized I don't have enough white silk for the gown." Rarity says quickly, using her magic to move the visible white silk into a hiding spot before the filly notices it. "I'll get plenty myself later but I need just a bit more to finish, do you think you could run down to the store and get some for me?" Rarity levitates a little bag with some bits in it over to Scootaloo who accepts it slowly.

"Sure, I can do that." Scootaloo agrees after a few moments.

"Great!" Rarity exclaims. "I'll write down the address, if you get lost ask Applejack or Pinkie Pie to help you, they know this town well. Tell the mare at the counter that Rarity sent you for white silk, she'll help you out." Rarity gives the filly a slip of paper as she pushes her out of the room. "Be safe have fun!" Rarity closes the door behind the filly and a moment later she has her back pressed against it as she slides to the floor.

"That was close." Rarity thinks to herself with a relived sigh. "That's definitely not something I want her to find out from anypony but Rainbow Dash herself."

Rarity stands up and walks over to the dress, she can't work on it or Scootaloo will know she lied about the silk so she decides to just look and envision what the completed garment will look like. Absently her hoof reaches up and touches her bandage lightly before quickly returning to the floor.

CANTERLOT: THE SUNRISE RESTAURANT

"I was actually rather surprised you accepted my invitation." Hoity Toity says with a smile to the Mare across the table from him, who simply tilts her hat a little in response.

"Trixie was surprised you offered." Trixie replies dryly. "Now Trixie assumes you had business you wished to discuss with her? Make it quick, Trixie has a magic lesson to teach in about an hour."

"Of course, I won't waste your time."

"That remains to be seen." Trixie interrupts. Hoity just continues.

"Your magic at the show was incredible, I was blown away." Hoity compliments.

"Trixie could see the audience, Everypony was." The Showmare huffs. She levitates her drink to her lips.

"Exactly, I could use magic like that in my business, I was hoping I could hire you." Hoity explains.

"Hire Trixie?" Trixie asks in surprise, lowering her cup to the table.

"Of course, I'm prepared to offer you a generous amount in payment." Hoity insists. "I'll even provide lodging within the city."

"That sounds rather generous." Trixie mumbles as she stares blankly into her cup. Tilting her eyes up one locks eyes with Hoity while the other is obscured by her hat. "What do you get out of this? A one mare lighting crew? Or perhaps you have some ulterior motive?"

"I don't know what your implying but I don't appreciate it." Hoity huffs. "But I assure you I have no other motives, I simply see a talented mare I believe I could help by doing business with."

"Naturally." Trixie says as she plops down into her chair, she lazily uses her magic to slosh around her glass. "You don't even know who Trixie is."

"Should your past influence my decision?" Hoity asks, now curious of this mare's story.

"Maybe." Trixie shrugs, Trixie raises up and places a hoof on the table. "But it hardly matters, Trixie won't be accepting your deal."

"And why is that?" Hoity asks with a raised brow.

"Rainbow and Rarity hired Trixie despite the bad blood between us." Trixie explains. "Trixie couldn't betray that kind of trust by working for anypony else ever."

"I suppose I can respect that." Hoity says with a shrug, admitting defeat.

"Good, Trixie needed your approval." Trixie responds sarcastically, causing Hoity to raise his eyebrow again.

"Are you always this hostile?" The Business stallion asks curiously.

"Not anymore." Trixie says as her eyes lazily scan the Restaurant. "And not openly."

"Did I offend her?" Hoity ponders to himself. "No, she's been giving me a frosty look since we met at Sapphire's mansion. Perhaps a deal I made in the past negatively effected her family?" Hoity inspects Trixie as he sips from his glass, trying to remember where he'd seen the combination of silver hair and violet eyes before. "Could she be-?" Hoity is pulled from his thoughts by a screaming voice nearby.

"Hoity! Trixie!" Sapphire Shores calls as she makes her way through the restaurant, she stops in front of their table and catches her breathe. "I have important news."

"Sapphire? Whatever could it be?" Hoity inquires. Sapphire takes a deep breath.

"The reviews of the show are out." Hoity and Trixie open their eyes in surprise.

"So soon?" Trixie questions. "Every critic in Canterlot was there, are you saying every single one went home and worked through the night to get the review out?"

"That could be a good thing." Hoity says with a thoughtful expression. "It could be they were so excited they simple had to get their thoughts down."

"Sort of." Sapphire explains. "The reviews are overwhelmingly positive." She says happily, though both ponies can tell theres more.

"There is one problem." Sapphire almost whispers before looking at Trixie. "And I'm afraid it concerns you, Rarity and Rainbow Dash."

Trixie's eyebrows knit together into an expression that shows she's ready to explode at any moment. Sapphire swallows heavily before speaking quietly, ensuring only Hoity and Trixie hear her.

"WHAT!!?" Both Stallion and Mare erupt with fury, startling every other patron in the restaurant, Sapphire cringes before their anger.

"Don't shoot the messenger." Sapphire pleads meekly.

PONYVILLE: OUTSIDE SUGARCUBE CORNER

"What do you think?" Sweetie asks to the older mare walking beside her.

"Think you got a pretty great gift package there." Rainbow says happily as she looks over the filly. She has two saddlebags around her body, one holds a package of Rarity's favorite treat as well as her favorite flower, Carnations. The other bag holds a special gift Sweetie picked out earlier. "Rare is gonna love it."

"Thanks for helping me Rainbow Dash." Sweetie says with a smile, Leaping to give the Ace flier a quick hug to make her point. "I couldn't have done this without you."

"It was no trouble kid." Rainbow waves off nonchalantly. Sweetie looks at her with a knowing smirk.

"I'll make sure to stress how great your help was to Rarity, she'll be so flattered maybe she'll give you a kiss." The filly didn't think her sister would go that far for such a simple gesture but she wanted to see Rainbow's reaction. The mare in questions reaction was to clam up as her face tinted red. "You're not hard to read either." Sweetie says in a sing song voice. "You like my sister." She teases.

"Guess theres no hiding it from you." Rainbow says while rolling her eyes.

"Nopony can hide from my shipping prowess." Sweetie brags.

"Not sure what that means." Rainbow says before beginning to whisper. "But could you not tell her? I... I'm trying to build up to it."

"My lips are sealed." Sweetie promises as she zips her lips. Her eyes then wander over to a pony along the street, a unicorn mare levitating her groceries behind her.

"Something wrong?" Rainbow asks when she hears the fillies forlorn sigh. Following the fillies gaze Rainbow makes a connection in her head. The older mare immediately walks over to the Apple family's stall with a confused unicorn following her.

"Hey Jack, I need some apples." Rainbow tosses some bits onto the counter. "However many that gets me."

"Sure thing Sugarcube." Applejack says as she gives Rainbow a bag full of apples, the Ace Flier turns to her companion.

"Come on Sweetie Belle, Let's take a walk." Rainbow says before she starts walking, Sweetie Belle just nods as she begins following. Unbeknownst to the two ponies, a much older mare is watching from a distance away.

"Well-" Caregiver muses to herself. "This might be worth looking into." Ever so slowly the ageing pony begins following the young mares.

Soon Rainbow Dash and Sweetie Belle find themselves in a field just outside Ponyville, Sweetie had sparked a conversation along the way.

"It's just, I know the stuff we try might not get me a Cutiemark but it's so much fun. Besides we could always get lucky." Sweetie explains as she walks beside Rainbow.

"Yeah, I get it." Rainbow says as she leads the filly to a nearby tree. "If you had to pick a cutiemark, what would you want it to be?"

"I guess I don't know." Sweetie shrugs. "I like singing but I think if that was my special talent I'd have gotten my cutiemark already."

"Cutiemarks can be tricky sometimes." Rainbow says thoughtfully. "Remember Applejack? She's a farmer but she didn't get her cutiemark from farm work."

"That's true." Sweetie says slowly. She looks around the area with a raised eyebrow. "So uh, what are we doing here?"

"It's story-time kid." Rainbow announces. The filly just sits down and looks at her expectantly. "There was a time when I was younger where I was having trouble with my flying and my mom wanted to help me. I didn't have to ask her, she just knew, so she helped." Rainbow takes on a nostalgic look. "she was always like that, teaching me, there when I needed her, even if I didn't think I did."

"She sounds sweet." Sweetie sighs happily.

"Yeah, she is." Rainbow says with a smile. "Anyway,so that's why we're here."

"Huh?" Sweetie asks in confusion. "You're gonna help me? With what?"

"You have trouble with your magic right?" Rainbow inquires.

"Yeah." Sweetie admits. "I'm not very good at it. I don't think you can help though."

Rainbow stares at the filly with a blank expression, grabbing an apple from her bag she inspects it carefully before wordlessly tossing it at Sweetie Belle.

"Ow!" Sweetie whines as the apple is impaled on her horn. "What was that for?" Sweetie yanks the apple off her horn and it plops onto the ground.

"That didn't hurt." Rainbow says as she lobes another apple directly onto her horn.

"Well yeah but it's not fun." Sweetie says irritably as she throws the apple off her horn. "Why are you doing that?" This time she dodges the apple as it flies lazily through the air.

"You'll thank me someday." Rainbow states simply as she throws another apple. Sweetie jumps and grabs the apple with her own hooves before throwing it back at the mare.

"For what?" Sweetie asks as she watches the apple fly only to be caught by Rainbow Dash and tossed back at her. "Playing catch?"

"Something like that." Rainbow says as she catches Sweetie's toss again.

The two ponies stay that way for awhile, tossing the apple between each other. Sweetie Belle begins to giggle as she catches the apple before throwing it with exaggerated tricks and flips which ultimately miss their target by a mile. Rainbow Dash keeps up with the fillies antics by doing spins before throwing her apple and on occasion she'd fly way up only to drop the apple down, Sweetie would run to avoid the apple as it splats on the ground. Sweetie is a giggling mess by the time the bag runs out.

"OK." Rainbow says seriously. "Last Apple."

"I got it." Sweetie says confidently as Rainbow tosses the apple to her, she catches it and tosses it back. Rainbow catches her toss and grins as she holds the apple in her hoof.

"Alright, I'm making this one count." Rainbow flicks her hoof and the apple flies up a little before falling back down onto her hoof. Rainbow smirks at the filly before winding up with her hoof and launching the apple towards her.

"Wait!" Sweetie shouts as the apple flies to fast, she panics and flings her forehooves over her eyes and cringes.

A second passes, two seconds pass, three seconds pass. Still nothing happens. Sweetie risks peeking out of her hooves and her eyes go wide, the apple floats in front of her surrounded in a pale green aura, identical to her eyes. Sweetie tilts her head and the apple moves along with her, she sits there stunned for a minute before with a thought, the apple falls to the ground no longer covered in her magic.

"I... I did that?" Sweetie whisper in disbelief.

"Sure did." Rainbow says proudly. "Sometimes all you need is instinct, I had to make sure you were relaxed first though."

"Wasn't that sort of dangerous though?" Sweetie asks with concern. "I won't tell Rarity if it was but I'm curious."

"Come on." Rainbow scoffs. "I wasn't gonna hurt you." Rainbow indicates the apple and Sweetie looks at i, she'd moved it to the side when she'd tilted her head and now it was right in front of her which means it'd have missed her before she stopped it.

"You tricked me." Sweetie giggles, she looks at Rainbow Dash with a soft gaze. "Thank you though."

"No problem Squirt." Rainbow chuckles, Sweetie gasps with a smile.

"That's what you call-" She's interrupted by Rainbow ruffling her hair.

"And now I'll call you that too Squirt."Rainbow says, her ears perk up when she hears another voice from behind her.

"Nicely done Rainbow Dash." Comes a raspy elderly voice, turning around Rainbow sees Caregiver looking at her. "Somewhat unorthodox but well done." Caregiver inspects the filly behind the mare before chuckling. "Is Scootaloo not enough? You want to get another one?" Rainbow blushes at the comment.

"No, no. This is Rarity's little sister. I was just helping her out today."

"Well, I still like what I see." Caregiver says with a content smile. "You make me hopeful for Scootaloo's future."

"Really?" Rainbow asks with a huge grin.

"I was going to wait to tell you this. Since I know you've been busy recently." Caregiver says slowly. "The final paper work is being filled out, everything will be set in a couple days."

"Are you saying what I think you're saying?" Rainbow asks with a shaking voice.

"Make sure Scootaloo's room is ready, she'll be moving in, in a couple days." As soon as Caregiver finishes talking she finds herself wrapped up in a large hug.

"Thank you, Thank you, Thank you!!" Rainbow chants happily. Caregiver taps Rainbow's shoulder and the excited mare lets her go.

"Be careful, my bones." Caregiver says as she catches her breath. A young fillies gasp catches the attention of the speaking ponies.

"YOU'RE ADOPTING SCOOTALOO!!?" Sweetie Belle shouts at the top of her lungs. Rainbow chuckles nervously.

"Yeah, it's supposed to be a surprise." Rainbow explains, Sweetie Belle nods.

"I understand." Sweetie assures her. "I won't tell anypony."

"I'm confident you'll be a good mother Rainbow Dash." Caregiver chuckles at the ace flier's nervous look. "Fine, Guardian."

"Thanks again Caregiver, you need us to help walk you to the orphanage? Or will you be OK on your own?" Rainbow inquires with concern.

"These bones may not be worth much." Caregiver jokes. "But they can make that trip, I'd appreciate the company though." Caregiver looks around the field before sitting down and leaning against a tree. "After you two clean up the mess you made with those apples." The elderly mare instructs.

"Well." Rainbow muses as she turns to Sweetie Belle. "If nothing else it'll give you a chance to practice your magic." Sweetie Belle gives a playful salute.

"I got this Rainbow Dash." Sweetie assures as her face contorts slightly, with some effort she sparks up her horn and grabs the last thrown apple, it wobbles as it hovers over to Rainbow, the Ace Flier opens the apple bag and allows Sweetie to drop it in. Slow and steady the pieces of apple around the field begin to be picked up.

CAROUSEL BOUTIQUE: RARITY'S STUDIO

Rarity stands there minding her own business when the door to the studio is flung open and Scootaloo zooms in on her scooter. The filly approaches and skids to a halt, having been going to fast the sudden stop causes the filly to careen off her scooter and almost land on her stool she sat on earlier. Scootaloo over shoots and flies right into Rarity, knocking both ponies to the floor.

"Scootaloo! You must be more careful!" Rarity reprimands, only to then blink in confusion. "Wait this is the second floor, how did-" Rarity shakes her head. "Nevermind, at least you got the fabric." Rarity says positively, noting the fabric roll Scootaloo has with her.

"Yep, told you I could handle it." Scootaloo says confidently, she then tilts her head and inspects the unicorn in front of her. "Oh wow, cool."

"What?" Rarity questions, she then freezes as it occurs to her, the feeling on her cheek has changed. The bandage has begun to slip off after Scootaloo's impact, and the fashionista can tell that there would only be one reason Scootaloo would say something was cool.

"No." Rarity whispers, she stands there for a moment before suddenly bolting out of the room.

"No, no, no." Rarity mumbles as she tears into her bathroom and runs to the mirror, her magic rips the bandage off as she hops onto the counter with her forehooves and focuses intently on the mirror.

Rarity feels a sting on her eyes but ignores it, her cheek holding all her attention. There, plain for all to see is a pink mark contrasting with her white fur, the scar begins just a little past her mouth and runs along her cheek and stops a bit before her ear. Rarity stares at herself in the mirror, completely speechless. After what feels like a lifetime she finally reacts, letting go of the counter she collapses onto the ground and curls into the fetal position. Rarity sits motionlessly as a sob occasionally shakes her entire body.

"Rarity?" Scootaloo's voice echos in the dead silence of the bathroom, The fashionista peeks out at the filly, tears welling in her eyes before falling down her face. "Are you OK?" The filly asks carefully.

"No." Rarity's voice cracks. "I'm not OK darling." Rarity's body rocks with another sob. "All my life, do you know what my goal has been? Beauty. To make the world beautiful, to bring out the beauty in ponies. I want to help ponies find their style, what makes them beautiful and of course to make myself beautiful, flawless even."

"Now look at me." Rarity wails as she looks straight at the filly in front of her, the scar clear to see. "This is not beautiful, this is not a simple blemish that can be hidden with a little make up. This scar is a mark that will never go away. How can I bring out the beauty in ponies when one mistake has ruined my own?"

"Well uh..." Scootaloo mumbles as she walks forward, she takes a seat right in front of the distraught mare. "I'm not really an expert on beauty or fashion but." Scootaloo shrugs. "I don't think it's you being pretty that makes other ponies or your dresses pretty. "Scootaloo immediately adds to that. "Not that you aren't pretty! You are! It's just uh..."

"It's OK." Rarity says as she puts a hoof on Scootaloo's head. "I know you're trying." Despite herself, Rarity smiles, touched by the fillies attempt to make her feel better. Rarity uses her other hoof to wipe a stray tear off her un-scarred cheek. "I can't force this insecurity on a filly." Rarity coughs to steady herself. "So you said that... That it looks cool?"

"Yeah, it does." Scootaloo says with a nod. "Makes you look tough you know?" Scootaloo looks Rarity directly in the eyes. "But Rarity, if your worried about your work-"

"You don't-" Rarity stammers. "-You don't need to. I'll be fine."

"It's important." Scootaloo insists. "It's just, you said you like making ponies pretty right?"

"Yeah, I do." Rarity agrees.

"Well, are they pretty because you're pretty?" Scootaloo inquires, to which Rarity raises an eyebrow.

"What do you mean?"

"I'm just saying that a scar doesn't make your dresses any less pretty, look at that one in there." Scootaloo indicates the direction the studio is in, clearly meaning she's talking about the dress Rarity was working on earlier. "You had the scar when you were working on that one and I think it looks great, your dresses are always pretty OK?" Rarity looks stunned for a minute as Scootaloo's words sink in.

"She has a point." She thinks to herself. "I could be ugly as sin but my work would still be the same. Obviously I'm not ugly-" She pauses mid thought. "I'm... I'm not ugly... I'm still me, I'm still Rarity."

"Perhaps-" Rarity muses. "This is a chance to reinvent myself? Try a new look?"

"I dunno." Scootaloo shrugs before smiling. "You're over thinking it." Rarity can't help but laugh as the filly parrots Rainbow's flight lesson back at her.

Rarity stands and turns to look herself over. Now with a scar and running make-up she was quite the sight in the mirror, quickly using a cloth to wipe away the offending mess from her face she then turns to look at Scootaloo, a new look of respect on her face.

"She actually calmed me down." Rarity thinks in amazement. "I shudder to think what would have happened if I'd been alone for this." To illustrate her point Rarity actually shudders when she considers how willing she'd been to quit fashion all together in her desperation.

"You OK Rarity?" Scootaloo asks, her voice still shows her concern.

"I won't lie to you Darling." Rarity shakes her head. "I'm still a little distressed, but thanks to your help I should be fine in awhile."

"I'm glad." Scootaloo grins. "Hey maybe I'll get my Cutiemark in 'helping upset ponies'."

"What like a Psychologist?" Rarity questions. "I suppose that's always possible."

"Anything?" Scootaloo asks as she looks at her own flank, she then pouts as she looks at the ground. "Nope."

"Personally I think you seem rather talented with your Scoot-" Scootaloo shakes her head and interrupts Rarity.

"No, that's not it." She says quickly. "Come on, why don't you finish the dress?" Scootaloo says as she walks back towards the studio.

"Scootaloo." Rarity calls, the filly stops and turns to her. Rarity looks at her quizzically. "Why wouldn't you want riding to be your talent? You're very good at it."

"It's just-" Scootaloo squirms where she stands. "It's just not my passion OK? You said that was important earlier. I like riding my Scooter but I'm not passionate about it." The filly seems to be upset, without my information Rarity can't help her so she takes a shot in the dark.

"You're going to fly Scootaloo, I believe that." When Rarity speaks The filly's eyes go wide. "Getting a cutiemark for something that moves on the ground wouldn't mean you won't learn how."

"So why haven't I?" Scootaloo asks miserably. "What's wrong with me? Why is it so hard for me?" Scootaloo blinks in confusion when Rarity hugs her.

"I don't know." Rarity whispers. "It's complicated and I wish I knew." Rarity pulls back to look her in the eyes. "Have faith, I know you'll do it someday." Rarity smiles. "Remember, Rainbow Dash believes in you too."

"Thanks." Scootaloo gives a confident grin. "I won't let you guys down."

"I know you won't Sweetheart." Rarity smiles fondly. "Come on, I'll finish that dress now."

Soon both ponies find themselves back in Rarity's studio, Scootaloo sitting on the cushioned stool once again, occasionally changing position. Rarity hums and makes light conversation as she works on the dress, not allowing herself to think about the mark on her face.

CANTERLOT: CITY PARK

"You really need to go Trixie?" Ace pouts as she focuses her magic to maneuver a crate between some obstacles that had been set up. She smiles as she sets the crate down carefully. "We're having a grand time, can't you stay a smidge longer?"

"Of course." Trixie scoffs. "Trixie doesn't care what bothers other ponies, she told you she was going to give you this lesson and Trixie isn't going anywhere until she's done." Trixie claps her hooves. "Practice Drill! Shuffle gambit!"

Ace's horn sparks with a vibrant pink aura as the crate she was levitating earlier pops open and three top hats and a bottled water fly out. The hats are placed with the holes facing upwards, the bottled water is opened and placed inside a hat. All three top hats flip down and move around wildly before stopping, one hat is covered in Ace's aura and floats up to her head. Ace looks at one of the hats on the ground and it poofs into smoke revealing nothing under it the same happens to the other hat on the ground. Ace looks up at the hat on her head as it too poofs away to show the bottled water sitting safely on her head, not having spilled a drop the whole time.

"Not bad." Trixie compliments. "I remember you used to soak yourself with that one."

"I've improved." Ace smiles. "I've practiced everyday just like you told me."

"Glad you seem so motivated." Trixie says as her mind wanders to another unicorn she knows. "It's good to have a motivation, even if it's a height you may never reach."

"Whats that mean?" Ace questions, lifting the bottle off her short silver hair. "Are you suggesting there's a unicorn more talented than you? Cause you know it's bad to lie."

"You always know what to say." Trixie laughs. "Flattery gets you everywhere with Trixie."

"It's my specialty Love." Ace jokes as she levitates another bottle out of the crate into Trixie's waiting hoof. "Cheers."

Trixie chuckles and watches as Ace takes a big drink from her bottle. She suddenly claps her hooves. "Practice Drill! Shuffle Gambit!"

Ace spits out her water in surprise before frantically levitating the necessary materials for the trick over to herself, the hats having reappeared in the box. Trixie watches in amusement as Ace's flustered expression becomes a pout as the water spills out of the hat on her head.

"Ex-excuse me." A meek voice mumbles from nearby. Trixie turns around and sees a light brown Pegasus mare in a maids gown sitting on the ground nearby, her forehooves nervously stroking her long auburn braid. "You are Miss Trixie right? You work with Miss Rarity and Miss Rainbow Dash?"

"Yes, Trixie is Trixie." Trixie answers with confusion heavy in her voice, not having seen this mare before.

"Thank goodness, I've been looking for at least one of you." The mare says as she stands up, she lowers her body into a deep respectful bow. "I'm... I'm sorry..."

"You're sorry?" Trixie raises an eyebrow. "In what way have you wronged Trixie?" The mare begins stammering.

"Well I-I'm not sorry- I am b-but I'm n-not the one who did anything. It's my master he's sorry. Well I-I don't think he is b-but I just thought s-some pony should...Should."

"Trixie gets it." Trixie interrupts with a raised hoof. "What did this, 'master' of yours do?" Trixie asks, frowning when she says master.

"I'm sorry." The mare mumbles. "I-I can't s-say. I'm not even supposed to know. I-I over heard him talking. I know I shouldn't have done it but I couldn't stop my ears, I'm sorry."

"Why are you apologizing to Trixie?" Trixie asks in confusion, she holds up her hoof again to prevent the inevitable I'm sorry the mare was about to utter. "So your 'master' has done something to Trixie but you won't tell Trixie what they did. Trixie also assumes you won't tell her who they are." The mare just shakes her head and apologizes again. "You just came to apologize? What does that really accomplish in this situation?"

"Nothing, I know." The mare mumbles as she stands up. "I-I just thought that someone should say it. I'm sorry for wasting your time." The mare bows once again before turning to walk away.

"Hold on." Trixie says and the mare freezes like she's been turned to stone. "At least tell Trixie your name."

"It's... It's." The mare turns her head to look at Trixie. "Spiffy- No." She shakes her head and turns away again. "It doesn't matter, I have to go. I'm sorry." The mare walks away, any other attempts to make her stop are met with an apology as she leaves.

"Who was that Trixie?" Ace asks while tugging on Trixie's cape to get her attention.

"Trixie doesn't know." The showmare mumbles. "But Trixie has a bad feeling."

CAROUSEL BOUTIQUE: DINING ROOM

"You really don't mind Rarity?" Scootaloo asks as she sits at the table while Rarity prepares a snack for them.

"Not at all Darling, I owe you a treat for all of your help today." Rarity assures as she finishes up a salad for each of them. "I likely would have never taken that bandage off without you."

"Everypony will have your back." Scootaloo insists from her seat, a moment later the salads are placed on the table and Scootaloo begins to eat excitedly

"Mmh." Rarity mumbles as she takes dainty bites. The two ponies eat in silence until they hear the front door of the boutique open.

"Rarity! I'm home!" Sweetie Belle's singsong voice carries into the dining room. Scootaloo hops out of her chair in excitement.

"Sweetie Belle!" Scootaloo cheers as she runs out of the room.

"Scootaloo." Rarity huffs. "You're not even close to done." Rarity looks at her plate before sighing and following the filly. "Scootaloo, you shouldn't leave the table...until...you're...finished..." Rarity's voice falters as she walks into the room and sees her sister and Rainbow Dash. As their eyes fall on her she suddenly feels very self conscious.

"Wow." They whisper in unison. Sweetie Belle runs up to her sister.

"Does that hurt?" Sweetie asks with concern. Rarity shakes her head.

"No, no I'm OK." Rarity assures her sister, she then looks past her at her friend. "Thank you for watching her today Rainbow Dash." The Ace Flier just coughs and looks away as pink colors her cheeks.

"I know this must be strange to see." Rarity says as she gestures to the scar. "But I'm going to try and, well try and make the best of this."

"Hey Sweetie Belle." Scootaloo pokes her friend to get her attention. She gives a small smile when Sweetie looks at her. "I'll admit, Rarity's kinda cool."

"So is Rainbow Dash." Sweetie says with a giggle She then tugs Scootaloo's hoof. "Come on, let's go play!"

"Ahem." Rarity interrupts before the fillies leave. "Scootaloo you didn't finish your salad."

"But Rarity-"

"Scoots." Rainbow calls. "If Rarity made you something you should finish it OK?"

"Yes Rainbow Dash." Scootaloo concedes, she then turns to her friend. "Hey, why don't you get a plate too and we can share?" Sweetie Belle nods in agreement and the two run off together. It's then that Rarity notices the saddlebags on Sweetie's side.

"What are those?" She inquires, making Sweetie turn around.

"Oh! I almost forgot!" Sweetie says excitedly. "These are for you." To the surprise of two ponies in the room Sweetie Belle's horn lights up and the items in one of the bags flies out and goes over to Rarity. Rarity grabs the Flowers and Treats with a smile.

"You got these for me? And you've been practicing your magic?" Rarity says in amazement.

"Rainbow Dash helped me today." Sweetie explains. "And there's on more thing." Sweetie smiles as she brings out another item from the other saddlebag. Once Rarity has it in her hooves she identifies it as a music box, a delicately designed one at that.

"It's special." Sweetie says with a nervous expression. "Try it." With Sweetie's insistence Rarity does as she's told and starts up the music box. The ballerina pony on top begins to spin as the music starts.

La

La La La

La La

As the soothing, chiming song begins to play a voice accompanies it, there are no real lyrics just the voice and the music creating a beautiful harmony. It doesn't take long for Rarity to realize the voice belongs to her sister.

"Thank you Sweetie Belle, it's lovely." Rarity says as she reaches out to wrap her sister in a one hoofed hug. "You and Scootaloo go have fun. After you eat the salad I mean." The fillies leave together as Rarity places all her gifts delicately on the couch. She then turns to look at Rainbow.

"Darling, I-"Rarity begins but she isn't sure what to say and her voice falters.

"So uh, I see you took the bandage off." Rainbow chuckles halfheartedly. "You have a panic attack?"

"Sort of." Rarity admits. "Scootaloo helped me through it though." Rarity catches Rainbows gaze and frowns. "Please don't stare Darling." She scolds.

"Oh no, that wasn't like bad staring." Rainbow insists. "It was good staring, I mean." Rainbow chuckles nervously. "You actually did it."

"Did what?" Rarity asks.

"Got more beautiful." Rainbow says with red cheeks. Rarity's cheeks become tinted as well.

"You really think that?" Rarity asks carefully.

"I do." Rainbow says with a nod. She gestures to her own cheek. "You work it, I mean, I don't know if you knew this but scars are hot."

Rainbow's words make Rarity's cheeks flush, causing the scar to stand out like a beacon. But then Rarity finds her words from earlier.

"Darling I need to talk to you about last night." Rarity says nervously. "I'm, well I'm afraid I may have given you the wrong idea."

"Huh? Oh!" Rainbow's eyes go wide. "No, no I understand."

"You do?" Rarity asks. "It's just that I was so caught up in the moment. I'm afraid my actions could effect our friendship."

"No really, I get it." Rainbow insists. "I mean my straight friend kissed me after we danced on my families secret cloud." Rainbow shrugs both arms and laughs forcefully. "How could I possibly read anything into that? Hahaha."

"Rainbow Dash." Rarity says hesitantly.

"I'm kidding." Rainbow says with a dismissive wave of her hoof. "I really am fine. Promise." Rainbow's face becomes downcast. "But if you want to stop this thing we-"

"NO!" Rarity shouts, she then recoils, surprised at how sudden that had been. She attempts to make the embarrassment leave her face before continuing. "I mean, it's OK. I agreed to do this until your mother is out of the hospital. I don't plan on going back on my word on that." For a reason Rarity can't figure out, her cheeks continue to redden, The scar once again stands out prominently as blood flows through it's cheek.

Rainbow nods with a smile and takes a step towards Rarity, who in turn unconsciously takes a step backwards. One of Rainbow's eyebrows raise slightly but she doesn't show any sign of confusion.

"What are you afraid of?" Rainbow thinks to herself, though on the outside she shows only an understanding smile. "Thanks for your help Rare, I promise to try and not make this anymore difficult than it has been."

"I appreciate that Darling." Rarity giggles. "So, how was your day with Sweetie Belle?"

"Great, your sisters alright." Rainbow says before looking around cautiously. "Something else happened but I'll wait till Scootaloo leaves to tell you. It's big news."

"Can't wait." Rarity says with a big smile. She puts a hoof to her chest. "I had a good day as well, Scootaloo is something else. That little filly really could do anything she sets her mind to, That's what I believe."

Rainbow nods in agreement and the mares share a comfortable silence, Rainbow breaks the silence as she thinks of something.

"Well come on." Rainbow gestures with her hooves. "As much fun as I'm having, I think we've left those girls alone in your shop long enough."

"It has been awfully quiet." Rarity says thoughtfully, both mares walk together and look into the kitchen and find Scootaloo's plate empty but both fillies are also gone.

"What you wanna bet their in trouble?" Rainbow inquires without looking at Rarity.

"Let's just get to the studio before they hurt themselves." Rarity says before both mares walk further into the Boutique.

Unbeknownst to the mares, as they search for their fillies a train approaches Ponyville, the train holds a grumpy showmare that taps her hoof impatiently. Her magic practice earlier that day had distracted her and lightened her mood but now her foul mood from the restaurant was returning.

"Idiots! Their all Idiots!" Trixie fumes as her teeth grind together. A faint, nearly invisible red glow surrounds her eyes for a split second before vanishing, Trixie's scowl deepens. "We need to fix this, or Trixie might get revenge on her own."

Author's Note

First things first, I am so sorry for how long this took. I procrastinated and allowed myself to become distracted very easily. So, sorry for how long this chapter took All I can do is hope it was worth the wait. Now onto the Author's note.

Remember when this story was just about Rarity pretending to be Rainbow Dash's marefriend? I feel the story has gotten a little more complicated since then but this is the direction I'm taking so we'll see how it goes. If you missed Morning Dew in this chapter she'll be back soon.

If you thought Sweetie Belle's magic aura color was weird there's a head cannon behind it. That being that ponies magic is identical to their eye color, examples are Twilight and Trixie whose eyes are purple as is their magic. Rarity's eyes are blue and so is her magic. There is an exception in Princess Celestia whose magic is a golden yellow but since she's essentially a sun goddess that makes sense. In Sweetie Belle's case her eyes are green and there for so is her magic. I might be wrong but it's called head cannon for a reason.

And yeah, Rarity now has herself a scar, I hope I did this OK I'm kinda worried I didn't do it well enough. If I didn't explain it's size well enough it essentially starts in the center of the cheek and moves outward, it doesn't touch her mouth or ear so I hope you at least have your own idea of how it looks.

And on one final note, things are heating up a little but you'll have to wait till next chapter to see what exactly is going on. I hope to get the next chapter done faster than this one. As always thank you for reading and any input is appreciated.

The Problem

"Oh, I see." Morning Dew mumbles as she looks down at her forehooves on the bed. After a moment she raises her eyes to look at the Pegasus and Draconequus at her bed side. "Thank you for telling me about this."

Fluttershy and Discord simply nod, having just informed the mother that her Daughter and her Marefriend would not be visiting today as something important had come up in Canterlot.

"Oh, I know how much you wanted to congratulate them on the show." Fluttershy says sympathetically. "But, I'm sure they'll visit as soon as possible."

"I'm perfectly fine dear." Morning Dew assures the Timid Pegasus by tapping her hoof on Fluttershy's. "I'm certainly a mare who understands being busy."

"As A Weather Pony?" Discord questions, to which Morning Dew gives him a stern look.

"Something you wanna say Discord?" The Mother asks seriously, Discord just shrugs.

"Not if it means engaging you in another battle of wills." The Chaos Spirit declines quickly.

"Oh very well." Morning Dew chuckles. "But I must thank you Discord."

"Oh really?" He asks. "What ever for?"

"For that?" Morning Dew says as she gestures to a strange mirror floating in front of her bed. It's currently blank. "I couldn't have seen the show without it."

"It's no big deal." The Draconequus waves off dismissively. "I wasn't using it at the time anyway."

"Still, thank you, It was rather sweet of you." Morning Dew touches Fluttershy's hoof before leaning in to whisper to the younger Pegasus. "I don't know if your parents do, but I approve." Morning Dew laughs again as Fluttershy practically lights on fire her blush is so intense.

"But-" The Mother hesitates. "I can't help but worry. What exactly is wrong?" Fluttershy frowns.

"I wish I knew, they left in such a hurry." Fluttershy explains. "Trixie showed up, then Sweetie Belle and Scootaloo were sent over to Sweet Apple Acres and then they left for Canterlot."

"I'll look into it." Discord assures the mare, However everyponies attention is drawn to a stallion that walks into the room.

"Oh, hello." The stallion greets. "I'm Rainy Day, Morning Dew's Physician. I'm afraid I'll have to ask you to leave now." The Doctor grows a little nervous and looks at Discord. "No Disrespect of course."

"None taken." Discord shrugs. "Come on Fluttershy, we'll come back another time." Fluttershy nods slowly before giving the ill mare a hug goodbye.

"Hello doctor." Morning Dew greets sweetly. "More bad news today?"

"Never get tired of that one." Rainy Day says with a shake of his head at the joke.

In truth, Morning Dew doesn't pay much attention to the doctor's words, she listens absently as she looks out her window. Silently worrying about her daughter.

CANTERLOT: HOITY TOITY'S OFFICE

Rarity stands in front of Hoity's desk a displeased expression on her face, Trixie sits in a chair to her left and glares at nothing in particular while Rainbow sits to her right, both her and Rarity are reading a paper that Hoity Toity hoofed to them as soon as they arrived. Rarity's frown deepens into a scowl as her hoof shakes. She reads through the words one more time to make one hundred percent sure she's reading it right.

From the Desk of True Article

When Hoity Toity dreams he dreams big, I recently had the pleasure to witness his latest endeavor which was to bring all the greatest creators in the fashion industry, both veterans and promising newcomers, together for one fantastic show. I was highly skeptical naturally, could one truly have so many artists display their work at one time and consistently impress the crowd? To my surprise the answer was yes, each design I witnessed seemed to get better than the last, there was a tremendous amount of passion put into this show.

Every designer managed to bring their own unique flair to the event and there were no repeated concepts or designs. Most impressive in my opinion would have to be the unexpected entry of Prince Blueblood himself, I was unsure what to think at first but his performance may have been the highlight of the show.

Unfortunately all was not well for Mr. Toity big day. Despite starting and going strong for most of the show Hoity Toity tripped at the finish line, what I'm sure was meant to be the grand finale was sub-par at best. Lady Rarity, the Element of Generosity clearly was not dedicated to the project as her designs were nothing impressive, they were either simplistic or over blown and to add to the disappointment she gave two of her friends spots in the performance. Rainbow Dash, the element of Loyalty, who has no experience in the industry brought no professionalism to the stage while Trixie, a simple and inexperienced stage performer of little to no renown, used the performance to attempt to show off her parlor tricks. In the end Rarity even went as far as to insert herself into the show.

While most of Hoity Toity's ambitious endeavor was successful, Rarity and her friends clear disrespect for the show and unhealthy need to be the center of attention dragged it down somewhat. In this reporters opinion Miss Rarity should think about who she associates with in future shows as her friends are clearly a bad influence.

To surmise this reporter eagerly looks forward to Hoity Toity's next endeavor but will not be surprised if Miss Rarity is absent.

"You've got to be kidding me!" Rainbow shouts from her seat. "He singled us out!"

"That was some of my best work." Rarity says quietly. "I slaved for days to create those designs, I put all my heart into their creation to ensure they were perfect." Rarity crumbles the review she's holding. "He insulted me, he insulted my designs and worst of all he insulted my friends."

"It's worse than that." Hoity mumbles. "Every critic in the city has put out their reviews and they all share that opinion." Hoity slams a hoof on his desk in frustration. "They praise the show but make sure to say any problems with it are your fault. They even go so far as to blame your friends specifically for most of it."

"Every critic?" Rarity gasps. "Their all saying the same thing?" The fashionista wilts a little at that. "My career is..."

"I wouldn't worry." Hoity assures. "This will be a set back but you must remember, the crowd was going wild during your performance, I promise that any hits your career takes from this you will recover from. Word will spread from those that saw the show how spectacular your works really were." Hoity puts both hoofs on his desk and crosses them before lowering his head and thinking.

"What distresses me though." He mumbles. "Is that I know some of these critics, I saw them at the show and they loved it. I got a few congratulations even."

"Whoa! Whoa!" Rainbow snaps suddenly. "What are you talking about!?"

"The critics liked us?" Rarity asks in confusion.

"They did." Hoity nods. "Loved the whole show. I can't imagine why they'd say that only to write something else in their review."

"Isn't it obvious?" Trixie says bitterly, causing the other ponies to look at her. "Somepony has got it out for us."

"You're suggesting somepony made them to change their opinions?" Hoity says skeptically. "That's impossible, these Ponies are professionals. They can't be bought that easily."

"That depends on whose doing the buying." Trixie huffs. "Didn't you notice the one other thing all the reviews have in common?"

"The other-" Hoity grows silent and he stares ahead, not looking at anything in particular. "Blueblood."

"What?" Rarity gasps. "The Prince?" At that Rainbow's ears perk up and she gulps nervously.

"Why else would all the reviews compliment him specifically?" Trixie scowls. "He could buy anypony and if he couldn't there are other ways to make them do what he wants."

"Let's think for a moment." Hoity waves a hoof. "That's a pretty serious accusation and besides, why would Blueblood do that? None of you have ever-"

"It's me." Rainbow says suddenly. "He did it because of me."

"Rainbow Dash?" Rarity looks at her friend. "Why would you think that?" Rainbow looks down at her hooves.

"When I was delivering your orders a few days ago I found Fleur De Lis at Blueblood's house for a party and after I delivered her dress I left, but while I was leaving I over heard Blueblood talking down to one of his maids and I got mad." Rainbow looks at Rarity apologetically. "I may have hit him in the face with a pie."

"Oh sweet Celestia." Rarity says quietly.

"Rainbow Dash." Trixie says as she leans forward. She raises a hoof and jabs it to accentuate each word she says. "That....Is......Amazing." Trixie puts her hoof down and grins. "You must tell Trixie everything. What did his face look like when it happened?"

"This isn't a good thing Trixie." Hoity huffs, Trixie frowns and sits back down in her chair. Hoity sighs. "It's hard to imagine the Prince would do something like this just as an attempt to get you back for that. It seems so cruel."

"I'm surprised too." Rainbow shrugs. "I mean, yeah the way he was treating Spiffy Jiffy was bad but he tried to sabotage Rare's career, just to try and hurt me?" Trixie blinks at Rainbow Dash.

"We can't say that for sure." Rarity corrects. "This is all speculation, we have a suspect but no real proof."

"Rainbow Dash." Trixie speaks up. "What does this Spiffy Jiffy Pony look like?"

"Oh uh, let me think." Rainbow crosses her forehooves and closes her eyes. "She's got light brown fur I'm pretty sure.... And her hair is some kinda red, she keeps it in a braid I think."

"That's her!" Trixie blurts. "Trixie met that Pony!"

"When?" Rarity asks.

"When Trixie was giving Ace a magic lesson." Trixie explains. "A Pegasus mare matching those colors came to Trixie and told her she was sorry for something her Master had done."

"Master?" Rarity mumbles. "That seems like an odd thing to say."

"Yeah, she only called him Lord Blueblood when I over-heard the two talking." Rainbow adds.

"Listen we could sit here and debate this." Trixie snaps. "But what's important is that a pony that works for Blueblood apologized for what he did. Doing so right after the show is no coincidence."

"Trixie is right." Hoity concedes. "However, If we start making accusations that the critics were bribed or otherwise coerced no one would believe us, they'd simply see ponies overreacting to criticism." Hoity rubs his chin. "The only way to prove he did anything would be to get the critics to admit their opinion was swayed. But considering their morals were supposedly bought in the first place I doubt they'd be willing to admit what they did and ruin their own professional careers."

"Well there must be something we can do." Rarity says with a huff.

"What about Spiffy Jiffy?" Rainbow offers. "She must know something about this right?"

"More than she should Trixie would wager." The showmare says as she waves her hoof dismissively. "But that mare seems very meek to Trixie, if she's calling Blueblood Master she's likely incapable of betraying him in such a way."

"So we're stuck?" Rarity whines. "All we can do is hope my career recovers while Blueblood gets away with this?" The fashionista stomps her hoof in frustration.

"Can't believe he'd hurt Rare just to get to me." Rainbow growls, she slams her forehooves together. "I'll teach him a lesson he won't forget."

"Trixie is right behind you." The showmare says as she stands up with a flourish. "The time for action is now!" Trixie puts on a sinister smile. "Trixie will not tolerate being insulted! She will destroy Blue-"

"Excuse me." A voice calls from the entrance to the office, every head turns to find Sapphire Shores in the doorway. "I do hope I haven't missed to much." Sapphire walks into the room before stopping in a spot where all the other ponies can see her well.

"Sapphire, you're back." Hoity Toity says with relief, glad the talk of revenge was dropped before it truly started. "Did you look into that matter I asked you to?" The Idol nods her head.

"I did, it took some digging but I found out what happened to Dream Gown." Sapphire moves her eyes to address the confused mares. "She was a Trottingham Designer who cancelled at the last minute, saying she couldn't make it."

"What about her?" Rarity questions.

"Well, guess who was in fact in town the night of the show?" Sapphire says with a confident smile. "Some of the stage crew even said they saw her at the show after I told them what she looks like."

"Wait, what?" Rainbow questions. "Why didn't she perform then?"

"She did." Sapphire says to the confusion of everypony. "It was her song but Somepony else was holding the mic."

"Hold on." Rarity gasps before she turns to face Hoity. "Didn't Prince Blueblood enter the show at the last minute?"

"Yes he did" Hoity answers. "It was unorthodox but his designs were good so I let him in." The fashion pony's face turns solemn. "I had hoped the two events were unrelated."

"He must have made her a deal she couldn't refuse." Sapphire continues. "But What I can't understand is why."

"Trixie gets it." The showmare huffs. "After all, every critic is singing his praises and making him look good right? Obviously he wanted to use the show to garner attention while also getting back at Rainbow Dash, even if he did so by hurting somepony close to her." Trixie shrugs. "Trixie admits it was a good plan, Rainbow is the element of Loyalty after-all, Hurting her friends is probably a better method of revenge than hurting her directly."

"Even with that." Rainbow interrupts with clenched teeth. "Is there anyway to prove anything?"

"We have the stage in place but no spotlight to shine on it." Sapphire admits with a sigh. "I looked into it, Every-ponies lips are sealed. There's no way to get the Prince's lies out to the public. All we'd be doing is making accusations with no substance."

"Which is what he wants." Rarity huffs. "He wants us to retaliate rashly so he has the upper hand." Rainbow Dash's angry look becomes thoughtful at that.

"We're stuck, unfortunately." Hoity sighs. "You can't argue with the reviews by saying Blueblood bribed them or you look bad and he wins, me and Sapphire can't stand up for you either as Blueblood could spin things to damage our careers too. And if we do nothing? He's already accomplished his objective so he wins no matter what."

"Enough Already!" Trixie shouts, startling everypony in the room. "Trixie is tired of this pity party, are we going to do something or not?"

"Trixie." Rarity says in a calm tone. "We've gone over this, there is nothing to be done right now."

"Trixie disagrees." The showmare growls. "Trixie refuses to be made a fool of again and she refuses to allow you two to be made fools of as well, this stallion cannot be allowed to get away with this! Trixie doesn't care if we can reveal his deceit to anypony, Trixie will have justice even if she must take it on her own!" As she speaks, Trixie's Iris' take on a deep burning red color as she glares at all ponies present.

"Trixie calm down!" Rainbow says as she stands up from her chair and faces Trixie directly. "We'll be no better than Blueblood if we get revenge. I'm mad too and I'm thinking the same thing you are, but if we do anything it's gonna be for the right reason, not just to get back at him."

"Hmph." The showmare huffs with another glare. Rainbow stands her ground and continues.

"It sucks." Rainbow concedes. "And honestly under normal circumstances I'd wanna go punch the guys lights out." Rainbow sighs. "But the last time I acted on instinct with this guy it got us into this mess. We need to think this through, revenge isn't the answer, we're better ponies than that and so are you Trixie." Trixie's eye twitches and she scoffs as if she ate something disgusting.

"Trixie!? To you it is The Great And Powerful Tri-" Trixie's mouth slams shut mid yell as her eyes go wide, returning to their usual vivid violet hue. Trixie shrinks backwards as she uses a hoof to pull her hat over her eyes. Rarity and Rainbow exchange glances.

"Trixie?" They say slowly with concern. Trixie quietly sits down in her chair.

"Forgive Trixie's outburst." The showmare mumbles. "But there must be something we can do other than discuss how much this sucks."

"Well, there is one more thing." Sapphire says slowly, drawing everypony's attention. "I didn't want to mention it since again, we have no way of proving this." Sapphire swallows nervously before continuing. "You see, I actually went to his mansion, to see the Prince myself and kinda get a sense of if he could really do this. Once I discovered he was likely the culprit I just had to answer my own suspicions.."

"What happened?" Hoity Toity inquires.

"Everything seemed normal." Sapphire begins. "We had a drink in his tea room, he was acting self absorbed and superior but that's normal." Sapphire's face pales a little. "But then the maid came in-"

EARLIER: BLUEBLOOD'S TEAROOM

"It all reeked of over compensation." Blueblood sighs as he sits back in his chair, Him and Sapphire waiting for more tea to arrive.

"I'm not sure about that." Sapphire defends. "Rarity and Trixie are both extravagant mares, it only makes sense that something they do together would be very flashy. Besides I loved all of Rarity's designs."

"Hmm." Blueblood hums. "Have you read the reviews? Your opinion would seem to be in the minority."

"I suppose." Sapphire mumbles.

"Part of the problem lies with that Pegasus mare." Blueblood huffs and Sapphire can tell he means Rainbow. "Ponies like her should know better."

"What do you mean?" Sapphire inquires.

"Ponies that simply aren't made for high society." Blueblood explains. "I saw many of them at the show but she stood out."

"Rainbow Dash obviously isn't a high class mare." Sapphire thinks to herself. "But I think there's more to it."

"Master." The maid, a light brown Pegasus, calls out as she walks into the room. She pushes A cart with cups and a tea pot into the room and heads over to where the ponies are sitting. "I've brought your tea." The mare places down the cups and begins to pour the tea, her gaze is locked down at the cups and pot, never once looking at Blueblood or Sapphire as she finishes pouring and puts the tea pot back on the cart.

"Spilly Trippy." Blueblood says slowly, the mare twitches slightly but keeps her head down. "I was having a conversation." Though unable to see the mare's expression, Sapphire can make out that her face has paled somewhat.

"Forgive me Master." The maid pleads. "I... I did not mean to interrupt. I simply thought... it would be best to bring your tea the moment it was ready." She explains, though she flinches when she says the word 'thought'.

"It's quite alright." Blueblood says calmly. His statement doesn't seem to reassure the maid though. "We'll simply need to have another talk about what's expected of you." The maid doesn't respond, she just bows her head very low. "Now go. You have many more duties to attend to." With that Blueblood waves his hoof and the maid leaves without another word.

"Was that truly necessary?" Sapphire inquires quietly, thinking his behavior was uncalled for. The Idol also thinks that 'Spilly Trippy' was likely not that mare's name.

"Quite necessary." Blueblood nods. "Ponies like her need plenty of instruction." Sapphire suddenly feels uncomfortable. The repeated line making gears in her head start moving.

"What do you mean exactly?" She inquires with morbid curiosity.

"The Riff raff of course." Blueblood says matter of factly.

"Riff raff?" Sapphire asks nervously.

"As I said before. Ponies that simply aren't made for high society. The mindless riff raff that flits about with their heads in the clouds." Blueblood takes a sip of his tea, frowns then puts the cup down. "The ponies that think their better than they are and don't know their place." Blueblood takes another sip of his tea then offers a smug smile. "Though they can be taught."

"And what ponies are those?" Sapphire asks with a hint of suspicion. She finally sips her tea as she waits for an answer.

"I already said. The riff raff." Blueblood answers simply.

"And where is their place?" Sapphire inquires further.

"Come now Ms. Shores. Surely you didn't come here to discuss philosophy." Blueblood waves off the question. He lowers his cup and looks at Sapphire quizzically. "Speaking of which. What does bring you here today?" Sapphire freezes for a moment but recovers almost instantly.

"Why, to congratulate you on your display in the show. I had no idea you were so talented." Sapphire praises convincingly. Blueblood smiles smugly from the admiration.

"It's only natural." Blueblood says, clearly proud of himself. "As if I'd be out done by riff raff." That catches Sapphire's attention.

"There was riff raff in the show?" Sapphire plays along, though she feels uncomfortable using the phrase to refer to a pony.

"Of course there was." Blueblood huffs. "The rats have managed to infest our whole society." Blueblood huffs
again, the topic clearly frustrating him. Sapphire decides to push a little further.

"Riff raff? Like Rainbow Dash for example?" Blueblood nods in agreement. "How about Skyline and Quick Stitch? Two of the designers in the show? Is that who you meant?"

"Do you mean the mare and stallion that performed just before me?" Sapphire nods and Blueblood thinks for a moment. "Yes, they are a good example of the problem."

Sapphire becomes even more uncomfortable. There was only one thing those ponies have in common, their both from Cloudsdale.

"Well, it was very nice to see you Prince, but I really must be going." Sapphire attempts to excuse herself suddenly.

"Nonsense, you just got here." Blueblood insists.

"Yes but I just remembered I have an important business meeting to attend. My apologies." Sapphire heads for the door quickly.

"Ms. Shores." Blueblood says coldly. Sapphire freezes right before opening the door. "Whatever you were hoping to discover by coming here is irrelevant to me. But I warn you, if you or Hoity Toity help that winged pest or her companions you will regret it." Blueblood shrugs casually. "I know what ponies think of me, They think I'm a spoiled rich buffoon. Spoiled? Perhaps. Rich? Obviously. Buffoon? Far from true." Blueblood leans back into his chair. "I know much more than ponies think. There are things you wouldn't want ponies to know correct? About your past?" Sapphire nervously swallows. "You may go now, I think I've made my point." Sapphire departs quickly, closing the door rapidly behind her. Blueblood chuckles as she leaves.

HOITY TOITY'S OFFICE

"My goodness." Rarity gasps. "I'm not sure how to take all this."

"Blueblood's threat aside." Hoity says nervously. "What exactly are you trying to say Sapphire?"

"I'm saying that, it's possible the Prince's actions are influenced not just by Rainbow Dash's actions but also because she's a Pegasus." Every pony becomes silent for a few moments.

"That's a serious accusation." Trixie observes casually. "If it's true though, who knows what more he'll do since a Pegasus embarrassed him at his own house."

"But prejudice like that doesn't even exist." Rarity says, completely baffled. "Equestria has been in harmony for centuries. You can't be serious."

"You can't control how a pony thinks or feels." Trixie says with a thoughtful expression.

"Well, if this is true,we gotta tell The Princess right?" Rainbow asks.

"It's like I said." Sapphire shakes her head. "There's a reason I was worried about sharing this. We can't prove-"

"That's enough." Trixie says suddenly. "We're going in circles. Trixie believes it's time to get to work." Trixie gets off her chair and begins to leave.

"Where are you going?" Rarity asks the showmare. "We agreed no revenge."

"Trixie knows." Trixie waves off. "She's not going to do anything to the Prince. But if proof is what we need, proof is what Trixie will find." Trixie departs from the office without another word. Rarity suddenly looks surprised.

"Oh wait. Trixie!" Rarity begins departing but quickly turns around a gives Sapphire and Hoity a kind smile. "Thank you for telling us all this. I believe we can take it from here. Goodbye for now." Rarity then leaves with Rainbow Dash following behind. Rainbow turns around to address the others as well.

"What she said, don't worry about us ok?" And with that All three mares leave.

STREET'S OF CANTERLOT: OUTSIDE HOITY'S OFFICE

"Trixie Please wait." Rarity calls, the showmare stops and turns around with a raised eyebrow.

"What is it?" She asks, only to be surprised by a sack Rarity's holding.

"Your payment. I didn't get the chance to give you this right after the show so here." Rarity explains. Trixie takes the sack with uncertainty.

"Me and Rainbow Dash chipped in together, we even put in a little interest since we know how exhausting the show was for you." Rarity explains further. Trixie looks between the money and the Unicorn and Pegasus in front of her.

"Right... Trixie's payment." Trixie mumbles quietly.

"Why is Trixie confused?" Trixie thinks to herself. "It's not like Trixie forgot she was being paid. Trixie doesn't do favors." Trixie shakes her head slightly. "Whatever." Trixie looks at the two and puts on a dismissive look. "Thanks. Now if you'll excuse Trixie, she has work to do." Trixie begins walking away then turns around. "And no, Trixie does not need help. Do whatever it is you two do." Trixie then leaves while moving the bag of bits under her hat.

"I think she likes us." Rainbow says with a smile. Rarity giggles.

"You might be right." Rarity says cheerfully. The two mares stand together until Rainbow Dash speaks up.

"Hey Rare?" She says quietly, Rarity looks at her in confusion. "I'm sorry. About getting us into this situation." Rainbow looks downcast. "I promised I wouldn't do anything to ruin your career but look at what happened. I really made a mess of things." before Rainbow can berate herself further Rarity uses a hoof to lift her head so their looking into each others eyes.

"Rainbow, Darling. I'm not mad at you." Rarity assures. "You did something stupid and impulsive but you did it because you thought a pony was being mistreated and you wanted to stand up for them." Rarity giggles. "The day you think things through before you rush in to do what you believe is right-" Rarity uses her hoof to tap Rainbow's forehead. "-That is the day I get worried." Rarity giggles again as she begins making her way down the street with Rainbow following behind.

"Thanks Rare." Rainbow sighs with relief. "So, what do we do now?"

"Well, I guess we'll have to trust Trixie to do what she can." Rarity says thoughtfully. "She'll likely contact us if she comes up with anything. Until then... I'm not sure actually."

"Let's head to Cloudsdale." Rainbow offers. "My mom is probably worried."

"That sounds good." Rarity agrees. "It's been to long since we last visited."

"Want me to get some clouds together to carry you?" Rainbow asks, Rarity stops walking and refuses to look at her.

"Actually... I was thinking-" Rarity says nervously. "It'd be simpler if you just carried me. As long as I don't look down it should be fine."

Rainbow just smiles as she kneels down and Rarity hops on her back, With a quick flap the two take off into the air, Rarity holds on for dear life.

HOITY TOITY'S OFFICE

"Sapphire." Hoity says nervously. "Do you believe the Prince could be dangerous?"

"I... I don't know." Sapphire shakes her head. "I can't tell what he's thinking." She looks at Hoity with a worried expression. "Is it really ok for us not to get involved?"

"Their isn't much for us to do." Hoity says with a sigh. "We'll have to wish them the best."

"Right." Sapphire mumbles. Her mind focused not only on concern for the three mares but also concern for the Pegasus maid she saw earlier.

"She looked... so Scared." Sapphire shivers, remembering the poor mare. "Trixie, whatever you're going to do. Do it fast."

Author's Note

JEEZ LOUISE! THIS TOOK FOREVER!
OK, allow me to make a couple apologies before anything else. I want to Apologies for this chapter taking way to long to come out, I'll explain why in a minute. My second Apology is that this Chapter likely isn't worth such a long wait and I really hope I can get future chapters out much, much, faster than this.

Anyway, I digress. You're likely wondering what took this chapter so long to come out. Two words, Writer's Block. I was stuck on that tearoom scene for months, It's actually insane. Here's why, as you know from reading the Chapter one of the story elements is that Blueblood is Prejudice against Pegasi and that's part of his motivation. The problem, I am not a prejudice person, I don't even understand prejudice at all. SO why I thought I could accurately write a character that is prejudice but trying to be subtle about is beyond me but I have dug this hole and I will live with it.

Another thing, I haven't read many stories where Blueblood is in it, but the ones I have read he's usually an idiot that can't understand the difference between a sarcastic insult and a compliment. In this story he will be a more intelligent character that can actually be somewhat of a threat and taken seriously.

I believe that's all I wanted to talk about so I'll wrap this up. Let me know what you think of the chapter. Do you think making Blueblood Prejudice was a terrible Idea? Is this chapter any good? Share any thoughts or opinions in the comments. I really do appreciate any and all feed back I've gotten on this story.

Conflict

Just a heads up,this chapter isn't a bonus chapter due to important story details happening in it. However the main cast (Rainbow Dash and Rarity) Will not be appearing in this chapter at all. Also the method of writing will be different as for this chapter only it will be told from the first person perspective of one character. With all that said I hope you enjoy the chapter. Let's begin.
____________________________________________________________________________________________________________________________________________________

"I'm not to bad at this." I think to myself as I'm cleaning a window, only to flinch and quickly look around the hall of the manor, hoping no pony was around and could tell what I was thinking. I wouldn't want any pony to think I'm a braggart.

I sigh with relief as I remember all the other staff members had left already. Master Blueblood often insisted Everypony else leave early, sure that leaves a lot of work for me to do by myself but it just means the Master trusts me to get it all done. I vow to make the mansion spotless even if it takes all night.

"SPILLY TRIPPY!" I hear the Master call loudly from else where in the mansion. I quickly pack up my cleaning supplies and run down the halls till I locate Master Blueblood sitting in his study. I enter quietly and bow respectfully. The room is only lit by one candle on the Master's Desk so most of it is shrouded in darkness.

"You called Master?" I ask before raising my eyes ever so slightly to see Master Blueblood's face, he doesn't look happy.

"I have been calling you for five minutes now." Master says displeased. I immediately bow lower.

"I'm so sorry Master." I say pleadingly. I don't tell him I couldn't hear him until now. I know he hates excuses.

"You know, a less benevolent pony would have fired a flying rat like you on the first day." Master Blueblood says with a bitter hiss. "You can't seem to go one day without making mistakes."

"I'm sorry Master. I will try to be worthy of your forgiveness." I say with a shake in my voice. He often reminds me of this which is why I'm so afraid of letting him down.

"I'm sure." He says dismissively. "I'm thinking you may need another lesson just to be safe." My blood runs cold at that suggestion, the mere thought of Master Blueblood's 'Lesson' causes the spot on my back in between my wings to sting in remembrance.

"Excuse me." Another voice speaks up, I stand up and turn to notice another stallion in the room for the first time. He is a unicorn with dark blue fur and short black hair. He wears a blue tie and his Cutiemark is an eye in a magnifying glass, He's rather difficult to see in the dim lighting of the study. His piercing Light blue eyes convey a sense of boredom as he observes our situation. "Not that this isn't fascinating but you called me here for a reason didn't you?" I'm stunned by this stallion, he spoke to Master Blueblood so frankly.

"You're in luck Spilly Trippy." Master Blueblood says with annoyance. "I have far more important matters to deal with than your incompetence." Master's words cause me to bow once again. While looking at the floor I hear The Mystery Stallion huff in frustration.

"Why is she here? This information is only meant for you." The stallion informs Master Blueblood.

"Ignore her for now." Master tells the man. "Just tell me what you've found out."

"As you wish." The stallion shrugs. "To follow up on what I told you before. The adoption is assured, I was unable to locate the filly's birth parents and given Rainbow Dash's role as an element of harmony and other factors there is no way to prevent her becoming Scootaloo's guardian." At the stallion's words my head swings up and I look at him aghast. What was he talking about?

"I can't help but ask." The stallion says still with a bored expression. "Why not just inform the guards of when she entered your home without permission? Even an Element is bound to be punished for something like that."

"My Dear Aunt Celestia's justice is to forgiving." Master Blueblood explains. "Considering a creature like Discord has been allowed freedom any punishment she receives would not be satisfying." I shiver in fear listening to the two talk. Positive that I should not be hearing this.

"Right." The Stallion shrugs again. "Now then, onto the next order of business. Finding out things about Cloudsdale is naturally difficult but I managed to get what I needed." The Stallion pauses as he holds up a piece of paper. "The Physician's name is Rainy Day.and I've found some good dirt on him." Lowering the paper the Stallion raises an eyebrow. "Are you sure you want to do something so extreme?"

"This Rainbow Dash must learn her place. If that means this-" Master Blue Blood Pauses. "What was it again?"

"Morning Dew."

"Ah yes." Master shrugs a little. "If this Morning Dew must pay for her daughter's transgressions than so be it. It hardly matters to me what happens to these winged pests." Master says non-nonchalantly. "I want the message delivered to her physician as soon as possible." Master Blueblood gestures to me. "That's what she's for."

"Odd that you'd trust her with this." The mystery stallion comments.

"She may be worthless but she knows better than to disobey me." Master Blueblood huffs. "Finding a different rat that would help us would take to long. Make due."

"Understood." The Stallion nods. "I'll take my leave then."

"Very well." Master Blueblood then turns his attention to me. "You may leave now, I'm tired of looking at you." I nod, bow and then leave without a word.

Upon leaving the study I find the Mystery Stallion waiting for me. I attempt to say hello but settle for a wave encase he doesn't want to talk.

"So, I suppose we're partners for now." The stallion says with his same bored expression. "My name is Deep Look. What's yours?" I shuffle my hooves nervously. I face the floor as I answer.

"Call me.... Spilly Trippy." I whimper quietly.

"He wasn't kidding." Deep Look shakes his head. "You really are broken." I look at him curiously but then I look away again.

"I'm sorry." Is all I say.

"Not my problem." He dismisses. "Long as Blueblood pays big I don't really mind." Deep Look starts walking away but turns his head to address me. "I'll see you tomorrow Spiffy Jiffy." I recoil in shock as those words leave his mouth.

"W-What?"

"My job is discovering information then using that information to make money." Deep Look explains. "He doesn't know it but I know all of the Prince's secrets and by extension I know all about all the ponies in his employ."

"Oh... OK." I mumble. unsure how to respond to anything I've seen or heard tonight.

"I'll see you tomorrow." Deep Look repeats. "I'm sure you have a lot to do."

I watch Deep Look walk away for a moment before going back to work. I start cleaning windows and dusting portraits on the wall, All the while my mind won't stop thinking.

"This Isn't fair." I think to myself as I'm buffing out a particularly tough stain. "I shouldn't know these things. I don't want to know these things." My mind becomes increasingly flustered as I begin wiping the tearoom table.

"What does this all mean? What is the Master planning on doing?" I can't wrap my head around it. What could he possibly want with the doctor of Ms. Rainbow Dash's mother? Wait....

"Her Doctor? Does he mean to-" I shake me head violently. "No, that's impossible, I must be misunderstanding something."

Unable to focus on my work any longer I collapse onto my knees, the stress my thoughts are causing making me breath heavily in panic. What am I supposed to do? If I tell anypony about this I won't just be letting Master Blueblood down I'll be betraying him. But, what if something terrible happens because of this? I don't even really know Ms. Rainbow Dash or her mother but I don't know if I could handle playing a part in this.

"If anything did happen. Apologizing wouldn't help at all. I'm not an idiot." I mumble solemnly. I then frantically look around the room, once again hoping nopony heard me bragging like that. I sigh and lower my head so I'm looking at the floor.

"But if that's true." I mumble to myself. "What would a Pony that's not an idiot do in this situation?"

I sit their completely motionless for an unknown amount of time but I eventually stand up and slowly continue cleaning. Whatever I'm going to do tomorrow, I'll have to figure it out then. For tonight, I'll just clean.

Cleaning is simple, Cleaning makes sense. It's what I'm good at.

Author's Note

This chapter was an interesting idea I had. Spiffy Jiffy, an OC I created had been little more than a background character and while she's not going to be a huge player in the story I decided to give her a more active role and a chapter to herself.

As you can tell, Spiffy Jiffy is a very meek, very submissive sort of Pony. A pony like her working for somepony like Blueblood is clearly a bad combination.

But anyway. Let me know what you think of the chapter and I'll get working on the next one.

A Peaceful Day In Cloudsdale?

"Oh my Goodness." Rarity coos as she looks over the Photo Album Morning Dew has given her. "Rainbow Dash, you were such an adorable filly."

Once Rainbow and Rarity arrived, Morning Dew , After not commenting on Rarity's scar, much to her gratitude, started showing Rarity various albums that showcase The Mother's entire time with her Daughter. While Rarity and her mother look at and giggle at the pictures, Rainbow meanwhile is at the edge of the hospital bed holding her head in her hooves in embarrassment.

"Come on Dashie." Morning Dew calls to her Daughter."There's no reason to be embarrassed. Come look at the albums with us." Rainbow begrudgingly walks over and stands next to her mother. Rarity giggles at her grumpy expression.

"Really Darling, we all used to be fillies." Rarity looks at another picture, this one showing a smiling filly Rainbow Dash standing in front of flight school with Gilda. Rarity practically Squeals. "Oh but you're just so cute." Rarity looks around the room at the albums. "How many of these do you have?"

"Just a few." Rainbow says simply. "But Mom packed as many pictures as she could into all of them."

"I wanted to capture every moment." Morning Dew defends, she turns the album she's holding to face Rainbow. "Look at this one Dashie, Remember this?" The photo shows Rainbow and Morning Dew standing together at the stadium with both of them wearing a simple sundress, the photo likely taken by somepony Morning Dew asked.

"Oh wow." Rainbow exclaims in excitement, grabbing the album from her mother. "This was the first time we saw a Wonderbolts show wasn't it?" Rainbow grins happily. "That was such a great day."

"And look how cute you look." Morning Dew coos, causing Rainbow to roll her eyes. "You never wear dresses anymore. You wear them so well." Rarity tries to lean over to peek at the album their looking at.

"Their just not my thing mom." Rainbow explains. "It was always your idea to wear them."

"I know, I know." Morning Dew says calmly. "But you had fun in Rarity's show right?" Rainbow looks away from her mother to hide her red cheeks.

"Maybe." She admits quietly. "But only cause Rare was there."

"Speaking of the show." Rarity says to get everypony's attention. "You said Discord let you see it?"

"Yes, he gave me a magic mirror that gave me a nice view of the event." Morning Dew explains. "He said he wasn't using it at the time. But he took it back saying it'd be important later." Morning Dew than claps her hooves and smiles broadly. "Speaking of the show, All of your designs were simply amazing and it was quite exciting." Morning gushes a little. Rarity seems to enjoy the praise.

"Thank you." Rarity smiles, she then returns to a neutral expression but with a hint of nervousness. "About the designs, the seventh in particular. It was a gray gown with water droplet patterns. What did you think of it?" Morning Dew looks at Rarity with a joyful expression.

"Well it was incredible like all the others, but if I had to pick a favorite. Which isn't easy by the way." Morning Dew smiles sweetly and closes her eyes. "I think that would have to be it. It had a simplistic charm and beauty to it that really shows how truly talented you are." Morning Dew opens her eyes but her smile remains. "You were easily the highlight of the show, oh and that finale with you two in the air together." Morning Dew sighs happily as she leans back in her bed with a content smile. "I never thought I'd have so much fun while stuck in a hospital bed. So thank you for an unforgettable night."

Rarity gestures with her hoof and Rainbow meets her at the foot of the bed, she turns and looks at the mother sitting happily, her face seems to say 'Don't worry, just come back when you're done talking.' Rarity looks at Rainbow Dash with surprise.

"I'm starting to understand why you're so egotistical." Rarity says quietly so Morning Dew doesn't hear.

"I'm what?" Rainbow blinks in confusion.

"That mare's praise is ridiculous. I feel like if I keep talking to her I'll get a swelled head."

"She's pretty great right?" Rainbow chuckles, Rarity giggles with her.

"I have to agree with you darling." Rarity says with a nod. "But you could have warned me." She says jokingly, with a smile Rarity turns back towards Morning Dew.

"Sorry about that Morning Dew, where were-" Rarity stops when she looks at Morning Dew, the mother has fallen asleep. her face gentle but her breathing ragged and shallow.

"She looks a little better." Rainbow Dash says quietly. "Do you think this is working?"

"It's certainly not hurting anything." Rarity assures her friend. "Impossible to say if her improvement has anything to do with us."

"I'm having fun though." Rainbow says happily, she looks away from her mother and smiles. "Hey, wanna see something cool?"

"What did you have in mind?" Rarity asks. Rainbow gestures with her hoof and the two leave together, agreeing to return to check on the mother later.

"I wanna show you a place me and my mom went all the time when I was a kid." Rainbow explains as they head out of the hospital.

It doesn't take long until the couple arrives at the Cloudsdale Park. Not a park in a traditional sense as it has no trees or grass, but it is a large area made for outdoor activities with benches placed around and a trail running through. many Pegasi can be seen enjoying the day around the area.

"How lovely." Rarity admires as she looks over the area.

"This was our favorite place." Rainbow explains. She turns her head and smiles. "Oh sweet, it's still open." Rainbow says before leading Rarity over to an ice cream stand.

"You want one Rare?"

"I don't know, I'm trying to watch my figure you know." Rarity says hesitantly, Rainbow just gives a blank look and points at the stand insistently. "Oh very well, I'll have one scoop of vanilla ok?" Rarity groans as the two arrive at the stand. "But if I gain any weight I am blaming you."

"Fair enough." Rainbow chuckles before addressing the owner of the stand.

Soon the two are sitting on a bench enjoying their treats, Rarity having brought many napkins to ensure they left no mess on themselves or anywhere else. Rarity has her vanilla while Rainbow has two scoops of chocolate and sprinkles.

"Really darling don't you think that's to much? You are an Athlete after all."

"No worries." Rainbow says confidently. "I'll work all this off next time I practice."

"That's true I suppose." Rarity admits as she enjoys the scenery of the park. "This is rather nice, I can understand why you and your mother would come here."

"It was a great way for us to connect." Rainbow explains. "We'd sit like this, eating ice cream and talking. We'd fly together or maybe she'd teach me something about weather making or flying." Rainbow smiles fondly in remembrance.

"And soon you and Scootaloo will be able to enjoy moments like that." Rarity notes happily. "You'll just have to find the right spot." She says thoughtfully before jumping slightly with a smile. "Oh I know, how about the hill outside of town? The one where you taught her how to glide? Go up there with a picnic blanket to sit on and it'd be perfect."

"Great Idea." Rainbow agrees. She looks forward while peeking at Rarity from the corner of her eye. "You think maybe you'd wanna come with?"

"Me? Come with?" Rarity questions. "Are you sure? I wouldn't want to interrupt your family time."

"You wouldn't be." Rainbow says simply. She then looks away nervously and continues licking her ice cream.

"Well... If you insist." Rarity says slowly, she then smiles and looks at Rainbow. "I'd be honored."

"YES!" Rainbow suddenly shouts excitedly while standing up. She quickly sits down and tries to act nonchalant. "I mean that's cool."

"Goodness Darling, I'm supposed to be the dramatic one." Rarity jokes. Rainbow laughs with her.

The two sit together on the bench and enjoy their ice cream together. After finishing their treat Rainbow leads Rarity into the town to show her the sights.

MORNING DEW'S ROOM

Ever so slowly Morning Dew opens her eyes, she sits up in her hospital bed and stretches with a yawn. Blinking her eyes she looks around the room.

"Oh, I fell asleep." She says to herself. "I hope they'll come back."

Morning Dew isn't alone for long though, after a bit a mare wanders into the room looking confused, she has a long auburn ponytail and a maid uniform.

"I didn't know this hospital had a maid service." Morning Dew thinks to herself. "Wouldn't they just have janitors? It's not like theres much to clean in a cloud hospital."

"Um, excuse me." Morning Dew calls, only to jump in surprise as the maid seems to almost jump out of her skin. The maid slowly turns her head to look at the mother with a nervous expression.

"Oh, h-hello. Excuse me. I didn't mean to i-intrude." The maid says nervously. "I-I'm a little lost, I'm not sure where to go. I meant to ask a nurse or s-somepony else but they looked so busy I couldn't bother them and now I don't know what to do so I've just been wandering the hospital not knowing where anything is and-" It's at this point in the maid's rambling that Morning Dew waves a hoof to try and get her attention which surprisingly silences the mare immediately.

"Don't worry." The Mother says calmly. "Just take a breath and relax." Morning Dew raises and lowers her hoofs in a breathing in and out gesture. The maid obediently follows along and seems to settle down. "Now, if you don't mind me asking. What are you doing here?"

"Oh, Uh." The maid hesitates. "Working I guess?" She looks down at the floor. "Though I can't say it's something I'm looking forward to doing."

"What kind of work?" Morning Dew inquires.

"I can't talk about it." The maid says apologetically. She then looks up with a startled expression. "I'm sorry, I'm being a bother again, I'll leave now." she then starts to leave.

"Hold on." Morning Dew urges, though she blinks in confusion when the maid halts immediately and turns respectfully to the mother. "Uh, I mean, Please don't leave yet." Morning Dew chuckles to herself and scratches the back of her head. "I know this is none of my business but you seem kind of stressed. Are you ok?"

"Yes, Yeah. I'm ok." The maid nods but frowns. "I think? Maybe not."

"Well what calms you down?" Morning Dew asks. The maid looks at her with a small smile.

"Cleaning. It's my favorite thing to do." The maid says quietly but happily.

"Well, theres not much here to clean. But being calm would make it easier to ask the hospital staff what you want to ask them wouldn't it?" The Mother reasons. The maid blinks at her.

"Are you sure?" The maid asks nervously, the mother nods in approval. "OK, sure. Maybe that will help." The maid pulls some cleaning supplies seemingly out of nowhere. She starts cleaning a counter near the bed.

"So whats your name?" Morning Dew inquires.

"Oh... Well." The maid mumbles. "That doesn't matter."

Morning Dew observes the maid as she works, watching with an inquisitive expression. She crosses her hooves and begins to think.

CLOUDSDALE OUTDOOR CAFE

"We should have done this sooner." Rarity muses to herself out loud as her and Rainbow Dash sit at a table outside the cafe, they haven't ordered anything and likely won't as they ate earlier. But Rarity thought it looked like a nice spot, Rarity has been constantly stopping to enjoy the view of Cloudsdale. "I can't believe I'd never thought to visit this place before, It's a lovely city." As Rarity observes the sights of the cloud city her horn lights up for a moment and then fades.

"Well you can't usually walk on clouds so it makes sense." Rainbow says with a shrug. A Server approaches the table but Rainbow politely holds up her hoof and shakes her head. She turns her attention back towards Rarity as the server leaves. "Alright, so what would you like to see next?" We can go anywhere in all of Cloudsdale."

"Well there is somewhere I'd like to see." Rarity muses. "Perhaps you could show me your mother's house? I want to see where you grew up."

"No problem." Rainbow says with a grin. "We can head there at anytime, I know my mom won't mind." Rainbow blinks as Rarity's horn lights up for a moment. "Hey Rare, you're horn ok? It's been blinking for a little while now."

"Oh, you don't need to worry about that Darling. I'm just reinforcing the cloud walking spell." Rarity explains casually.

"Really? That often? I didn't know the spell had that short of an effect."

"It doesn't. Even though I don't have Twilight's magical talent, since I'm only using it on myself it should still last for a few hours." Rarity giggles lightly and closes her eyes with a smile. "I suppose I'm just being overly cautious."

"Well better safe than sorry as.... uh..." Rainbow scratches her head for a moment. "Well as somepony whose not me would say." Rainbow leans back in her chair. "I'm not really an expert on magic or anything but wouldn't recasting a spell like that be exhausting."

"No worries Darling. I assure you I'm quite alright." Rarity insists. "Now why don't you lead the way? No use sitting around here."

Rainbow nods and both mares get up, Rainbow Dash begins leading the way to her childhood home. Unbeknownst to Rainbow Dash, when Rarity gets off her seat she stumbles a little bit before catching herself. Rarity shakes her head as her horn lights up to reinforce the spell once more.

"I really am being ridiculous." Rarity thinks to herself, she then takes a big breathe before exhaling and following Rainbow Dash down the Cloud Road.

MORNING DEW'S HOSPITAL ROOM

"Wow... Uh..." Morning Dew stammers as she observes the maid working, she'd started off slowly but was now cleaning up a storm, every non cloud service in the room was sparkling and looked better than new. The maid had just pulled out a strange looking feather duster with fluffy white feathers when Morning Dew had finally spoken her amazement, this causes the maid to practically jump out of her skin.... Again.

"O-oh... I'm sorry." She says meekly. "I forgot that I wasn't alone." Her head becomes downcast. "I just uh... I... Uh..."

"Got in the zone?" Morning Dew offers, The maid looks at her in surprise. "My Daughter can get like that too. So focused she doesn't think about much if anything else."

"Oh, Yes. I suppose that's it, It's not often I get lost in my work though." The maid says shyly. "I need to make sure I'm paying attention encase somepony needs something." She looks around the room. "Otherwise I get carried away."

"No really it's fine, you did an amazing job actually." Morning Dew assures the maid. "I've never seen something this clean before. You're incredible at what you do."

"W-What?" The maid says in shock, as if she's never heard a compliment before. "I-I'm not really worthy of uh.... of uh...."

"Praise?" Morning Dew asks to which the maid nods meekly. "Well I disagree, I could never have done this even on my best day." Morning Dew looks at the object The maid has in her hoof. "But what is that? You already dusted didn't you?"

"Oh this? It's for the walls and floor." The maid twirls the object and smiles. "It's a specially designed duster that can collect dirt and other unwanted materials from clouds. I had to save up for a long time to afford this, my salary isn't very large but it was worth every bit." The maid gushes excitedly.

"She seems to be getting more comfortable." Morning Dew thinks to herself. "If I keep this up maybe I can help her."

"Being a maid seems hard." Morning Dew begins. "How long would you have to do it to get that good?"

"Oh well, personally I've been working as a maid for almost three years. Mostly in my home town of Trottingham." The maid smiles. "It's not really that hard, anypony could do it. It's just fun."

"I doubt anypony could do it like you do." Morning Dew says kindly. "Does being a maid pay well?" She questions, generally curious.

"Kinda depends on the work, some jobs pay more than others. The one I have now pays only a little but I work everyday and I even get to stay in the laundr- uh... Guest room." The maid explains cheerfully, though her expression goes neutral at the end. Morning Dew puts her hoof to her chin in response.

"So you don't live at home." She thinks outloud, deciding to address the end of her sentence later. "You must be in your twenties now then right?"

"Oh uh... No. I'm actually turning nineteen this year." At the maids words Morning Dew freezes like a statue.

"That means....." Morning Dew says slowly. "You were only sixteen when you left home?"

"Well... Of course." The maid says as she hangs her head. "I-I'd been s-such a burden to my parents finances... M-My mom said it was t-time I learn to t-take care of myself. I know t-they wanted me to...To leave because they love me and wanted to... uh... Something..." The maids voice peters out. Suddenly she feels hooves on her shoulders and looks up quickly and sees Morning Dew's face. The mare having suddenly gotten up and dashed over to the edge of the bed, tears are welling in the mother's eyes.

"BUT YOU WERE STILL JUST A BABY!!!" Morning Dew shouts before bringing her hooves around the maid and embracing her.

"Ma'am, should you be getting up like that?" The maid says with concern.

"You're a good girl." Morning Dew says which catches the maid off guard. "You're talented, dedicated and very sweet." She pulls back and looks the maid in the eyes. "You put others so far ahead of yourself you never think about your own feelings." Morning Dew laughs. "That's my job I'll have you know."

"You're... Really nice." The maid says quietly. Her eyes than open wide as Morning Dew begins coughing, the mother slowly makes her way backwards and lays down into bed.

"I'm sorry about that." Morning Dew apologizes. "Shouldn't have done that."

"Are you ok?" The maid asks.

"I'm just fine, it's nothing life threatening." Morning Dew says with ragged breath, after a few moments her condition seems to improve. "It's funny, never had to stay in a hospital for even a full day before. Guess my immune systems not what it used to be."

"Why are you being so nice to me?" The maid asks. "You don't even know me."

"Well what's your name then?"

"Oh, It's Spiffy Jiffy." The maid says before clamping her hooves over her mouth. "I uh... I mean...."

"Hello Spiffy Jiffy, I'm Morning Dew. It's a pleasure to meet you." Morning Dew says kindly, though she's confused as Spiffy Jiffy looks at her like her blood has run cold.

"M...Morning Dew?" Spiffy Jiffy says with a terrified expression.

"Yes? Why? Is something wrong?" Morning Dew asks with concern.

"It....I.....You.....But...." Spiffy Jiffy rambles. She takes a step backwards.

"Hello Morning Dew." A Stallion Doctor says as he comes walking into the room. "I just need to- Oh hello, I hope I'm not interrupting."

"No, no it's ok. Spiffy Jiffy this is Dr. Rainy Day." Morning Dew introduces while still looking at Spiffy with concern.

"Dr. Rainy Day?" Spiffy Jiffy says slowly. She looks between Morning Dew and the Doctor several times before settling on the doctor, the expression she wears is not her usual shy one.

"Doctor I need to speak to you."

CLOUDSDALE: 1354 STORM AVE.

"Well here we are." Rainbow announces as the two approach a moderately sized house in between several other houses.

"It's lovely." Rarity says happily. "Are you sure your Mother won't mind if we go inside?"

"I used to live here it's fine." Rainbow waves off. She then opens the door and shows her companion inside.

As the two walk inside Rarity looks around, the house is simply and doesn't seem to have more than it needs, the entry way is barren save for a small table with a family portrait and a coat rack. She follows Rainbow into the living room which has more pictures some of which Rarity doesn't know as they likely depict Morning Dew's parents and other family members.

"I'm guessing." Rarity takes a breath. "If I looked I wouldn't find anything of yours?"

"Yeah, I took all my stuff when I moved out." Rainbow says as she looks around the house, Unsurprised at how little it's changed. "To be honest, I was probably to excited when I left. I just really wanted to show I could do things on my own."

"Your mother a little over bearing I take it?" Rarity asks as she wanders into the kitchen.

"Absolutely, but that's one of the things I love about her. If you need her she'll try to help you before you even know you need help." Rainbow answers as she enters the kitchen, she immediately starts checking the food throughout the room. "Yeah, some of this stuff has got to go."

"This house is rather spacious." Rarity stops for a moment to straighten herself as she had started leaning. "A little big for just two ponies isn't it?"

"I guess? We usually spent most of our time outside. I had more fun playing out there anyway." Rainbow explains as she dumps the unattended food stuffs into the garbage. "We really shouldn't go in my moms room but we can at least go see what she did to my room after I moved out."

"That sounds like a good idea." Rarity agrees as she looks at her feet and her horn flashes once more.

The Couple head up a flight of cloud stairs and find what used to be Rainbow's room at the end of the hall on the right with Morning Dew's being across the hall. Rainbow opens the cloud door and steps inside.

"Wha.....huh?" Rainbow says in confusion as she looks around the room. A dresser sits in the corner near a closet while a bed with a nightstand next to it is positioned next to a window. Rainbow blinks as the only thing different about the room is the fact that her stuff isn't in it. She chuckles good naturedly. "Mom you need to get a hobby."

"I think it's sweet." Rarity says with a sigh. "She has it ready encase you ever needed a place to stay."

"Man I hope I don't get this sappy when I'm Scootaloo's m-.... Guardian." Rainbow says, though she wears a happy smile.

"Rainbow Dash." Rarity calls, causing the pony in question to turn around. Rarity wipes a bead of sweat off her forehead before continuing. "I really must thank you."

"Huh? What for Rare?"

"For today." Rarity takes a deep breath. "What with this situation with Blueblood and the potential problems it could cause, I've... Well I was feeling rather stressed." Rarity looks at Rainbow with admiration. "But you really helped me forget my worries, your can do attitude makes me feel like everything will be ok." Rarity blinks her eyes a couple times. "I had fun today, you have a talent for making me smile."

"Aw jeez Rare, You're gonna make me blush." Rainbow says with a chuckle. "Again." She thinks to herself. Though she looks at her companion with concern when she stumbles backwards a little. "Hey Rare? You ok?"

"Yes, Yes... Of course." Rarity says slowly, her horn sparks to life once again but fades for the aura fully forms. Rarity's eyes sag before closing for a moment, but they open wide as she suddenly slips through the clouds.

Rarity falls through the floor into the living room and keeps going, she falls off Cloudsdale entirely but before she even starts screaming Rainbow Dash swoops down and catches her, one front leg looped around her back legs knees while her other cradles Rarity's head..

"You ok Rare?" Rainbow asks with concern. Rarity looks bewildered for a moment before looking at Rainbow.

"Yes, Yes. I'm alright Darling." Rarity raises a hoof and feels her horn. "I must have exhausted myself by casting the cloud walking spell to many times. It's not my talent so it takes more out of me than I thought." Rarity puts her hooves down. "And I guess when I ran out of energy my spell wore off."

"So let me take a guess." Rainbow says while giving Rarity a dead pan look. "You weren't casting that spell just because you were feeling 'Overly Cautious.' Right?"

"Well. No." Rarity admits. "It was for another reason."

"Which iiiissss." Rainbow urges.

"I." Rarity turns away. "I had a nightmare last night ok?"

"What?" Rainbow asks as she cracks a smile.

"It's not funny Rainbow Dash." Rarity huffs. "It happened last night. I had a dream, a recurring one actually. I was falling away from the Cloudsdale Stadium during the Best Young Flier Competition. But instead of you using the Sonic Rainboom to save me-"

"Don't finish that." Rainbow insists "Jeez who've thought I'd have to reassure somepony having nightmares again." Rainbow shakes her head and chuckles. "So you were just scared?"

"Yes, I suppose I was. As embarrassing as it might be." Rarity huffs.

"Tell you what." Rainbow smiles. "Let me tell you a secret. You're not the only one who has nightmares, shoot you're not the only one who has nightmares about that day."

"You too Rainbow Dash?"

"Yeah, And any time it happens I wake up and head right for your boutique. I need to make sure you're safe." Rainbow Dash sighs. "I don't know what I'd do if anything ever happened to you Rare."

"But that's how I deal with it." Rainbow continues. "When I see that your ok I know it was just a dream and that in the real world everything is ok." Rainbow winks at Rarity. "So you just remember that I will always be there to catch you when you fall Alright? That's a promise." Rarity stares at Rainbow with a smile before suddenly flinging forward and hugging her around the neck. Rainbow is surprised at first but soon smiles and holds her tight.

"Hey Daarliing~" Rarity says in a singsong voice.

"Huh? What is it Rare?" Rarity just giggles into Rainbow's shoulder before speaking.

"You are definitely going to be as sappy as your mother."

Rainbow Dashes only response is to begin screaming at the top of her lungs as Rarity continues to giggle.

CANTERLOT: AN ALLEYWAY DEEP IN THE CITY

Trixie huffs and taps her hoof. She begins pacing around the alley occasionally pulling a pocket watch out of her cloak and checking it before putting it away. After what feels to her like an eternity of waiting a stallion finally arrives, his fur is dark and he's hard to make out in the alley.

"Well it's about time you got here, Do you have any idea how long you kept Trixie-" Trixie stops as she looks at the stallion and scowls. "Who are you?"

"My name is Deep Look. I assume you were expecting Quiet Inspection?" The Stallion asks calmly.

"So Blueblood bought him off already huh?" Trixie huffs. "Trixie would be impressed if she wasn't so annoyed."

"There doesn't need to be any hostility." Deep Look assures Her.

"Oh Really?" Trixie says sarcastically. "Then Trixie supposes Blueblood didn't send you here to threaten Her or Her loved ones in anyway?"

"Not at all. The prince would never even think of such a thing." Deep Look says unconvincingly. "No. I was sent for another reason."

"Oh? Trixie is intrigued now." Trixie says with a laugh. "This should be good."

"The Prince simply offers an invitation to tea." Deep Look says respectfully. "He'd love a chance to speak with you on important matters."

Trixie observes the Stallion, her face is unexpressive as she looks him up and down. The silence between the two drags on for several minutes until Trixie uses her hoof to flip up her hat to ensure Deep Look can see her entire face and her classic smug look placed on it.

"Very well. Please lead the way."

Author's Note

I must first apologize for how long this took, I had some computer issues and wasn't really able to work on this until recently but I finally got it done. Now let's move on.

We got cliffhangers up in here, the plot is thickening as you can see so expect things to get interesting. That's all I really have to say so I hope you enjoyed the chapter as I had fun writing it. Let me know how I'm doing ok?

A "Civil" Discussion

Trixie observes her surroundings as she follows Deep Look into Blueblood’s estate. She had never been to the home of Canterlot nobility before but the structure was exactly how she’d always imagined them. Overly large and overly decorated, you can’t walk two feet without seeing a golden gem covered vase on a silver lined pillar or some such nonsense. Trixie shakes her head at the ridiculous decorations and outlandish architecture.

“Not a fan?” Deep Look inquires from his leading position, though Trixie isn’t sure when he’d looked back to notice her wandering eyes.

“Trixie just doesn’t understand the need for such frivolous decoration.” She shrugs. “If Trixie’s wagon is good enough for her to live in it’s good enough for everypony.”

“The world would likely be a simpler place if that was the case.” Deep Look thinks outloud. He continues leading the showmare until he comes to a stop in front of a grand golden door with an intricate design of looping shapes, gems glitter at various locations. Trixie stares at the door, very much unimpressed.

“Well.” Trixie smacks her lips. “Trixie can tell this is going to go well.” With a groan the impatient showmare follows Deep Look inside as he opens the door.

Trixie’s unimpressed expression does not change as she takes in the details of the study. An overly large and ornate desk takes up a portion of the room with a red carpet leading up to it. Deep Look moves to stand near some gold curtains on the right side of the room. Behind Blueblood’s desk are a number of bookshelves that Trixie assumes are there just to make the Prince look smarter, she shrugs as she thinks maybe he’s read one or two. But of course the main focus is on the Prince himself who sits at the desk in a chair so extravagant it’s basically a throne. As there is no where for Trixie to sit herself she just stands in front of the desk, though she refuses to get very close.

“Welcome Ms. Trixie.” Blueblood greets with a overly cheerful attitude. Trixie lowers her hat to cover her face and remains silent. “How nice that you could join me today.”

“It is unfortunate about the fashion show.” Blueblood continues. “Personally I thought your performance was splendid. You didn’t receive the praise you deserved, which is wh-” Blueblood stops mid sentence as he feels a strange pressure, the pressure slowly increases and the Prince wheezes.

“Don’t play innocent with Trixie.” Trixie growls out. “You insulted her, you insulted her employer and you insulted her talent.” Trixie raises her head to reveal a sinister glare in her now red eyes. “Stop wasting Trixie’s time with this Charade and get to the real reason you brought her here.”

With that the red aura disappears from Trixie’s eyes and horn as well as from the Prince’s neck. Trixie shakes her head violently before staring at her own hooves in shock.

“You really must learn to get that under control.” Blueblood says casually as he massages his throat. “Though I suppose it must be rather difficult for a pony like you.”

“What’s that supposed to mean?” Trixie asks loudly, her head whipping up to look at the Prince.

“What I mean is that a unicorn of your skill level should never have attempted to use an artifact like the Alicorn Amulet.” Blueblood says simply, to which Trixie takes a step back in surprise. “Honestly you should count yourself lucky you have any self control at all.”

“Are you calling Trixie weak?” She asks outraged.

“I’ll tell you what.” Blueblood says before he vanishes, only to reappear in front of Trixie’s face. Much to the Showmare’s surprise, he then vanishes again and appears back on his chair. “Perform a teleport like that and I’ll sing your praises from the roof tops.”

“Trixie could do that.” Trixie insists. “She just doesn’t want to.”

“You were never trained in spells that advanced.” Blueblood thinks outloud, interrupting the showmare. “Even though Illusion magic is very difficult so It’s impressive that you can you use it so well. it’s your talent after all so It makes sense you can use it.”

“But tell me.” Blueblood says as he places his elbows on his desk and his chin on top of his hooves. “Exactly how many years of practice did it take for you to actually be able to do the thing you’re supposed to be talented at?”

“Is this why Trixie is here? So you can insult her?” Trixie asks with unconcealed rage.

“No, it’s not. I’m afraid I’ve gotten off topic. My Apologies.” Blueblood apologizes unconvincingly. “How weak or not you are is irrelevant. You have a unique talent and I believe we can help each other.”

“Help you? You must be joking.” Trixie scoffs. “You clearly don’t know anything about Trixie.”

“Oh But I know everything about you Trixie.” Blueblood says as he pulls a folder from his desk, he opens the folder and begins looking through the papers inside. “Your full name is Trixie Lulamoon, you were born in Manehatten and raised by your single mother for several years. you lived a normal life studying in school.” Blueblood looks at Trixie with a fake smile. “But lucky you, despite being the last pony in class to earn your cutiemark and discover your talent. Due to how impressive your talent was, illusion magic is very rare you see, you were allowed to enroll into ‘Celestia’s School for gifted unicorns’.” Blueblood actually claps at that.

Trixie looks at the Prince in disbelief, Unsure what to say.

“So after some discussion you packed your bags and said a tearful farewell to your mother. After all she had a job in the city as Manehatten’s most famous entertainer, she couldn’t just up and leave and disappoint her fans. But she also couldn’t deny you such an opportunity.” Blueblood turns his gaze from Trixie back to the folder. “So you had to stay with your Aunt Stargazer while you were attending school in the city.” Blueblood closes the folder, having read all he needed. “That’s where the problems arose.”

“How can you possibly-” Trixie tries to cut in. But Blueblood ignores her.

“You were enrolled because of your talent with illusion spells but-” Blueblood shakes his head in dismay. “Your grades in your lessons was lacking, the pompous teachers denied you access to the advanced studies where somepony could teach you how to properly use illusion spells. They denied you your talent.”

“What is your point?” Trixie asks stubbornly. “Trixie knows all this, she became a traveling magician afterwards and practiced her spells when she could. Things are going better for Trixie now, Her show is doing better, Trixie is far less uh... Abusive, to her hecklers. Ponies are actually happy to see her wagon roll into their town.”

“You even got offered a job by Hoity Toity. One of the most influential ponies in Canterlot.” Blueblood points out. “Truly things have improved since those days at school.” Blueblood chuckles at Trixie’s frown. “What is it? Not a fan of Hoity?”

“You could say that.” Trixie huffs. Blueblood chuckles a little more as he shakes his head.

“Yes, yes. I know.” Blueblood looks at Trixie with amusement. “But of course, your mother certainly is.” At that statement Trixie seems to deflate a little.

“Oh please no.” Trixie almost whines out.

“He used to live in Manehatten too you know. Moved to Canterlot years ago to pursue his passion in the fashion industry.” Blueblood looks down at his desk in fake sadness. “But in doing so he had to leave his marefriend at the time. There was no guarantee he’d make it in the city, He wouldn’t want her to risk her own career by following him. So sad that they never reconnected, she never even told him she was-”

“That’s enough!” Trixie shouts out suddenly, the red tint beginning to return to her eyes. “None of this is relevant. Just get to the point or Trixie will do something that you will regret.”

“The Point-” Blueblood emphasizes the second word loudly and bitterly. “Is to demonstrate to you that if I need to know something, then I will know it. This is to show you that what I say is the truth, so unless you can prove anything I’ve said is false you will be silent and I shall tell you the Point of you being here.” At this Trixie does fall silent and her eyes return to normal, not out of obedience but out of curiosity.

“My main point in bringing you here is simple. I wish for you to perform at my theater in town, you will have total freedom of the content of the show and I shall pay you handsomely for your services.” Blueblood holds up a hoof before Trixie can respond. “But wait, I know you have to much pride to work for me. Especially after what you correctly suspect I did after the fashion show.”

“Then why even bother?” Trixie asks.

“Because if you help me get revenge on that Pegasus, then I’ll help you get revenge on her Alicorn friend.”

“Revenge? For the Ursa Minor and Amulet incidents? Trixie doesn’t want revenge anymore.” Trixie almost laughs at the Prince. “Shouldn’t you know that? Why would you even offer something like that?

“Let me ask you a better question.” Blueblood says as he puts his hoof down. “Do you know why you were enrolled into ‘Celestia’s School for Gifted Unicorns’?”

“Well, because Trixie could use illusion magic obviously.”

“That’s true, but there was another reason.” Blueblood says with a smile. “My dear Aunt Celestia can be quite prophetic at times, so at that time, with the return of Nightmare Moon fast approaching she was in search of a filly. A special filly filled with great potential.”

“Wait.... What?” Trixie asks confused.

“This filly she was searching for was destined for greatness, she would unite the new bearers of the elements, free her sister and protect Equestria.” Blueblood points at Trixie. “And she believed you were that filly.” He then lowers his hooves and shrugs. “Well for a little bit anyway.”

“What are you talking about?” Trixie asks, some of her usual bravado vanishing.

“But on the day you came to stay with your Aunt.” Blueblood continues. “My dear aunt was preparing to visit you, to ask you to be her personal student so she could teach you the ways of magic and friendship.”

“No...” Trixie says numbly. Blueblood sweeps his hooves dramatically.

“But then, a large rainbow light swept across the sky. Celestia was obviously impressed by this spectacle and admired it briefly but then she heard some commotion from the entrance exam room.”

“No....” Trixie’s legs give out and she falls onto her flank.

“And there she was.” Blueblood keeps going. “A filly with incredible potential, greater than any other my Dear Aunt had ever seen. This had to be her, the filly she was looking for. The filly she needed to guide the elements.”

“Noo...” Trixie says quietly, a faint red once again covering her eyes.

“Oh! But what of the filly she’d been considering earlier?” Blueblood waves a hoof nonchalantly. “Well she was already enrolled at the school thanks to my aunts request so that would be fine.” Blueblood nods his head with his eyes closed. “Yes, that would do. My Aunt had to get to work after all, the fate of Equestria was riding on this very special filly. It’s safe to assume the runner up filly would do perfectly well in school, no need to worry.”

“Rrr.....” Trixie mumbles through her grinding teeth.

“Oh, I’m terribly sorry.” Blueblood peeks open one eye to observe Trixie. “I was rather vague wasn’t I? Do you know what pony I’m talking about?” Trixie is now standing upright, her forehooves begin digging into the carpet.

“Twi....Light.....SPARKLE!!” Trixie throws her head back as she screams, as she does her whole body is covered in a red aura that surrounds her like flames. the carpet underneath her is shredded and the walls begin to crack as the entire study shakes. after a couple minutes Trixie’s screaming ends as her head lowers. The red aura disappears completely as Trixie begins to pant heavily.

“Impressive.” Blueblood says honestly. “Well Trixie?” Trixie raises her head again and looks Blueblood in the eye.

“Trixie... doesn’t care... about the job.” Trixie pants out in exhaustion, she then frowns as she lets out an angry growl. “Just tell Trixie what she needs to do.” Blueblood smirks.

“Thank you for your cooper-” Blueblood frowns as he looks around Trixie. “Yes? What is it?”

“I have an urgent report sire.” Deep Look announces as he reenters the room. Trixie looks at him, having no idea when he’d left. Deep Look walks up and begins whispering into Blueblood’s ear. Blueblood’s frown deepens.

“I figured she’d do that. Well no matter, we have contingencies for stuff like this.” Blueblood says with a shrug.

“Hold on.” Trixie interrupts. “Who did what?”

EARLIER: CLOUDSDALE HOSPITAL

“Alright, I’m all done.” Rainy Day says as he walks out of Morning Dew’s room, he turns down the hall and locates Spiffy Jiffy waiting for him. “So, what did you need from me?”

“Um well.” Spiffy pulls a medicine bottle from a pocket of her uniform and hands it to the doctor. “Could you please tell me what this is?”

“This?” Rainy Day asks with surprise as he inspects the bottle, opening it and examining one of the pills inside. “This is an experimental medicine. It hasn’t even been allowed outside the research facility in Canterlot yet. Where did you get this?”

“I’d rather not say.” Spiffy Jiffy says quietly. “What, does it do?”

“Well, it’s intended to fight very specific illnesses.” The doctor looks at Spiffy Jiffy in shock. “You weren’t thinking of giving this to Morning Dew were you? This medicine could be very dangerous to a pony without the target illness, especially a pony like Morning Dew whose getting on in years.” Spiffy Jiffy waves he hooves frantically at the accusation.

“No, no. Of course not. I was just curious what it was and Somepony told me you were the Stallion to talk to.” She assures the Doctor.

“Alright, well thank you for bringing this to me. I’ll make sure it gets back to Canterlot where it belongs.” Rainy Day promises as he puts the medicine into his pocket. “Now was there anything else you needed to talk about?”

“Yes, just one thing.” Spiffy looks at Morning Dew’s room door before turning back to the doctor. “Just, please take care of Morning Dew. No matter what pony comes here or what they say, just please take care of her.”

“I’m... not sure what you mean. But that’s definitely a promise I can keep.” Rainy Day says confidently. “So, will you be coming by to visit again? I’m sure Morning Dew would enjoy it.”

“I don’t think I’ll be able to.” Spiffy says before turning around and walking away, Rainy Day watches her leave, once she’s out of sight he pulls the medicine bottle from his pocket and inspects it inquisitively.

“I should return to Master Blueblood.” Spiffy Jiffy thinks to herself as she walks down the hall. “He’ll be so mad....” Spiffy shakes her head as she leaves the Hospital. She slowly flaps her wings before rising up and heading towards Canterlot.

“At least I finally did something right.”

Author's Note

As you could probably tell this chapter was used in part to give Trixie some backstory, which is obviously only canon to this little universe I’ve created. I really hope I did a good job with this and with characterizing Blueblood as a decent villain.

For anyone whose curious about Morning Dew’s age. She was already 38 when she adopted Rainbow Dash who was probably around 7 at the time. So if Rainbow Dash is in her mid twenties, let’s say 24, that would make Morning Dew 55 during this story.

This is in part why Morning Dew is in the hospital in the first place as she’s not as young and healthy as she used to be, plus she got sick, not much she can do about that. But anyway I hope you enjoyed the chapter.

Ok so here's the thing

"Just like that! You got it Squirt!" Rainbow Dash encourages as Scootaloo's wings buzz quickly. Applebloom and Sweetie Belle watch with excitement as their friend very slowly lifts off the ground.

Rainbow Dash and the CutieMark Crusaders stand on a hill on the outskirts of Ponyville, an empty and quiet location to allow Scootaloo to get in some practice with hoepfully no interuptions. Rainbow Dash wears a baseball hat backwards on her head with a whistle on a string around her neck, she observes Scootaloo closely, making sure Scootaloo followed the directions she gave her.

In recent weeks Rainbow Dash had begun pushing Scootaloo harder in their practice and Rainbow's lessons even became far more frequent throughout the last month. While they had been training a couple hours every few days Rainbow usually had work to get done or other business holding her up, but recently something had changed. Rainbow would wrap up all the work she had in no time at all, allowing her to work with Scootaloo for several hours everyday of the week, assumeing no world ending catastrophe caused her and the other elements to leave. While the increased training did cut into crusading time a bit, Applebloom and Sweetie Belle were more than happy to cheer their friend on as she attempts to fly and as hard as the training can be Scootaloo couldn't be happier, as Rainbow Dash had started hanging out with her outside of practice a lot more often she felt she finally had the big sister relationship she'd always wanted.

Rainbow Dash watches as Scootaloo hovers off the ground just a little bit, her face scrunched in absolute focus. Rainbow smiles proudly while walking up to the filly without her noticeing, Scootaloo strains and tries to keep going but her wings are to exhausted and give out, Rainbow moves a hoof and catches Scootaloo at the same time her wings give out and places the tired crusader on the ground gently.

"Nice work Squirt, that was higher and longer than any hover you've done so far. Keep this up and you'll be flying in no time." Rainbow Dash congratulates while smiling, a smile that becomes a cheerful grin when Scootaloo looks at her with a big smile.

"You really think I'll be able to fly?"

"Of course Squirt, I garuntee it. Now why don't you take a quick break? I've got one more thing in mind before we end todays practice." Scootaloo almost immediately runs over to sit with Applebloom and Sweetie Belle, the latter of whom has a small bottle of water for her to drink. Whether she just wanted to relax or wanted to get to her next activity faster Rainbow simply chuckles while watching the little fillies.

"Hi Rainbow Dash." a familiar and bubbly voice calls causeing Rainbow Dash to turn around just as Derpy lands a little ways away. The happy gray pegasus approches the group, one eye greets Rainbow Dash while other seems to say hello to the Crusaders. Derpy has a brown satchel wrapped around her and a mailpony hat on her head.

"Hey Derpy, what's up?" Rainbow asks as Derpy opens her satchel.

"This is for you Rainbow." Derpy says as she pulls a letter and a muffin from her bag and hands it to Rainbow Dash. Rainbow takes both and looks over the letter while taking a bite out of the Muffin.

Something that takes Rainbow Dash off guard is that the letter is actually for her, Derpy has a tendency to deliver letters to the wrong pony, usually somepony a house or two nearby that can simply deliver the letter themselves. Taking a look at the date on the letter Rainbow sees that Derpy even delivered it right on time, another thing she doesn't do very often. Looking at the letter hesitantly while swallowing the bits of muffin in her mouth Rainbow concludes theres two possibilities here, It's either a coincidence or something really important. Rainbow Dash opens the envelope and reads the letter quickly.

The Cutie Mark Crusaders look on in worry as Rainbow Dash's body tenses, Rainbow lowers the letter and her worried expression is plain for all to see. She coughs then turns towards the three fillies with an apologetic look on her face.

"Squirt, I'm really sorry but I gotta go." Rainbow looks away for a second before continueing. "Can you three tell the girls I'm gonna be in cloudsdale for awhile? I wanna meet up in Twilight's Castle when I get back, so I just need them to wait for me there ok?" All three fillies promise to deliver Rainbows message, and with a quick thank you Rainbow Dash takes off into the sky.

"Wowwie, look at her go." Derpy says while approaching the CMC. "But before I forget, here ya go Sweetie Belle, this is for you." Derpy says with a smile while giving Sweetie a letter and a muffin, before any of the girls have a chance to speak, Derpy salutes and flies off to her next delivery.

"Derpy come back! This letter is for Berry Punch!" Sweetie Belle shouts as Derpy flies off. The pegasus in question simply turns and gives a happy wave before continueing her flight.

*****************************

"What do you think could be the problem?" Rarity asks the collected Elements Of Harmony as they sit in the throne room of Twilight's castle awaiting Rainbow Dash's return.

As they were told to by the CMC, Twilight and the others have been waiting for Rainbow Dash to return, each mare coming up with their own theories as to what could be going on. While Twilight, Applejack and Rarity sit more calmly Pinkie Pie moves around wildly while somehow remaining in her seat, Fluttershy just sits quietly, her face not as frantic as Pinkie's but not as curious as the others. Spike simply waits in the corner reading a comic book, barely paying attention to whats happening.

"Must be something mighty important if'n it got Rainbow flying off ta Cloudsdale so quick." Applejack comments from her seat. Pinkie Pie jerks around in her own chair consumed by worry.

"What if the Wonderbolts want to kick her out!? Or she got in trouble with the weather factory!? Or what if she has a secret group of friends she likes better than us and all she's afraid of is us discovering them and ruining her good time!?" Before anypony can attempt to calm Pinkie down, Discord appears in a flash of light, his serpent-like body wrapped around Fluttershy's seat with his head laying lazily on top of the chair. The being of chaos rolls his eyes before speaking.

"Trully you worry about the silliest things Pinkie." Discord says nonchalantly while absentmindly staring at his lion paw. "I'm sure it was just a letter from her doctor, and when she returns she'll inform you she has six months left to live." At that suggestion Pinkie freezes in place, she stays so still she looks more like a statue then a living pony. Statue Pinkie wobbles than falls onto the ground, when she hits the floor Pinkie erupts to life and begins to cry loudly, more tears coming from her eyes than should be possible. Fluttershy looks at Discord harshly as the throne room begins to flood.

"Discord! You can't joke about something like that!" Fluttershy reprimands sharply. Discord recoils before looking away sheepishly.

"Yes, I suppose that was a bit to mean." The Chaos lord admits while tapping one finger from his paw and claw together awkwardly. "But I was just curious what she'd do." Discord takes a look as the tears have risen so all the girls have to stand on top of their thrones to not get wet. Discord rolls his eyes once again. "Alright, I'll fix it." Discord snaps his fingers and all of the tears disappear and Pinkie is placed on her chair with buckets on both sides that catch the continuing waterfalls of tears without ever getting full. Discord then appears in front of Pinkie and claps his hands to get her attention.

"Stop crying, Rainbow Dash isn't dying ok? Forget I said that and just go back to what you were doing." Discord waits for a moment until Pinkie starts moving around frantically spouting off random scenarios as to what Rainbow is up to. Satisfied, Discord moves back to sit near Fluttershy.

Twilight clears her throat causeing everyone to look at her. "Let's not fret over this, we'll find out what's going on when Rainbow returns. For now, lets remain calm and wait."

"Twilight is right." Rarity Chimes in, she faces Pinkie and continues. "Darling, you're concern is touching but please remain calm. Remember when Rainbow Dash joined the Wonderbolt Academy and you feared she would forget us within five minutes of leaveing?" Pinkie nods her head. "Then you'll recall that your fears were incorrect about that." Pinkie nods again. "So why don't we find out whats going on first? Then you may fly off the handle if you so desire." Pinkie nods a final time as the room settles into silence. Rarity feels content for a moment then hesitantly looks at Pinkie, silently regretting giving her permission to 'fly off the handle'.

While some small conversations spring up over the next hour waiting for Rainbow Dash the Elements mostly just wait, Fluttershy occasionally giggling at some comment Discord whispers into her ear. after what feels like forever the mare everyone has been waiting for finally walks through the doors of the throne room. Rainbow hesitantly looks at each of her friends individually before flying over to her seat and sitting down, all five mares and Discord lean toward Rainbow expectantly, Rainbow taps her hooves together before speaking.

"So, uh, I just got back from Cloudsdale. Something came up and I had to get the hospital-" Rainbows explanation is interrupted by Pinkie Pie suddenly giving her an enourmous bear hug while crying.

"Noooooooooo! You can't Die Dashie!" Pinkie cries while buckets float around her and catch her tears.

"Pinkie! The only thing killing me is you crushing me!" Rainbow manages to choke out, prompting Pinkie to let her go.

"I didn't go to the hospital for me Pinkie" Rainbow explains while catching her breath from Pinkie's hug, Pinkie leans while quickly returning to her seat and resumes leaning forward expectantly. Rainbow Dash looks around the room hoping for an answer for what just happened. Rarity coughs lightly to gain her attention.

"Don't worry about that Darling, why don't you tell us why you went to the hospital." Rainbow just nods.

"I had to go visit someone, she's not doing so great which is why the doctor contacted me." Fluttershy looks at Rainbow with concern.

"Oh Rainbow, you- you don't mean-"

"Yeah I do." Rainbow Dash looks down at her hooves. "It's my Mom."

Upon hearing that revelation everyone in the room is stunned into silence, most of them from surprise as Rainbow Dash never spoke of her family let alone her mother, but one yellow pegasus in the room was silent with fear for she actually knew the mare in question. Fluttershy gets out of her chair and moves next to Rainbow to lay a comforting hoof on her shoulder.

"What's wrong Rainbow? What happened to Morning Dew?"

"She's just sick, She'll be fine Flutters, Mom is tough you know." Rainbow looks at her childhood friend with confidence, but the timid pegasus can see the fear hidden in her magenta eyes. Fluttershy gives Rainbow a surprisingly strong hug before taking a few steps back, afraid to crowd the other pegasus.

"Oh Rainbow Dash, that's terrible" Rarity Laments from her seat. "If there is anything at all we can do, we'd all be happy to help." The other Mares all agree immediatly, Discord even flashes a supportive grin and Spike even while absorbed in his comic book manages to give a thumbs up though everyone wonders if he's actually aware a meeting is going on. Upon hearing her friends support Rainbow Dash laughs nervously while scratching the back of her head.

"Well, haha, since you mention it. There is one favor I'm gonna need. It's nothing really, trust me you won't even remember it it's so tiny." Rainbow continues laughing nervously while looking anywhere but at her friends who just look confused.

"What is it Rainbow?" Twilight asks from her throne. Rainbow stops laughing but continues to avoid her friends gazes, they all lean further toward the nervous mare until Rainbow takes a deep breath and looks at them sheepishly.

"Ok so here's the thing." Rainbow Dash says quickly before talking slower for her explanation. "I didn't get to visit my mom very long cause she actually fell asleep not long after I got there. I talked to one of the doctors and he told me that she'd been in there a couple days and her condition was getting worse everyday, but they were doing all they could." Rainbow begins rubbing her right hoof absentmindly. "So I talked to him a bit longer and he said your emotional state can effect your condition, Which is why he's glad I came as fast as I did, since me being around will make my mom happy and their hoping it'll help her condition a little too." Rainbow looks to each of her friends and chuckles nervously. "So I thought to myself 'what makes my mom happy? What can I do to help her?' that's when it came to me, the one thing my mom always hoped for. The one thing she'd always wanted to do, her dream I guess you could call it."

"B-But Rainbow-" Fluttershy stammers out. "Morning Dew's dream is to see you get married." Everyone in the room gasps and looks at Rainbow in shock. Rainbow Dash just rolls her eyes.

"Yeah I know Fluttershy, but I'd have to be pretty stupid to tell her I'm getting married. I never even told her I'm dating anypony, there's no way she'd buy that."

"Well what ya gonna do then Rainbow?" Applejack asks, still looking surprised at her friend's mother's dream.

"So since I can't do that for her." Rainbow Dash begins laughing nervously again. "I may have, haha, done the next best thing-" Rainbow swallows hard before finishing "-and told her I have a marefriend."

"WHAT!?" Everyone yells at once, even Spike who lowers his comic book. Fluttershy just stares with her mouth agape.

"Rainbow Darling why would you tell her that?" Rarity asks utterly baffled. "How do you expect to get away with such a lie? Especially since you do not have a-" Rarity's eyes widen in realization. "Ooooh, I see."

"Rarity?" Twilight says while turning from Rainbow to the fashionista. "What is it?"

"Well havn't you realized the favor Rainbow Dash is requesting?" Three mares shake their heads while a Pegasus and Draconequus look at a very uncomfortable Rainbow Dash. "Girls, she wants one of us to pretend to be her marefriend in order to try and make her mother happy." Rarity ignores the surprised gasps and turns to Rainbow Dash. "Isn't that correct Rainbow."

"Yeah, you got it." Rainbow admits sheepishly. "I wanted to have this meeting so we could decide who'd be willing to do it."

"I'm just confused Rainbow." Twilight says, her eyes still wide from surprise. "Why does if have to be one of us? Why do you even need to pretend?"

"I don't have the best luck finding marefriends. Plus you girls are my best friends! You're the only ones I'd trust with something like this." Rainbow explains.

"As your oldest friend and a fellow pegasus, Fluttershy would be the obvious choice on paper." Rarity muses. "But I'm willing to guess that, that wouldn't work right?"

"Oh no." Fluttershy answers quietly. "Morning Dew knows I don't like mares, so she wouldn't believe that."

"And Applejack is out of the question to." Rainbow speaks up. "Just the thought of lying about something like this probably has your skin crawling." Applejack nods her agreement.

"Oh oh! I can do it!" Pinkie Pie shouts while jumping up and down in her seat.

"Um Pinkie" Twilight begins, waiting for Pinkie to look at her. "You can't walk on clouds." Pinkie slowly sits back down and enters a thinking position.

"Somepony could use a cloud walking spell." Rainbow suggests. "But the thing is, my mom has never taken surprises well, I'm a little afraid you'd give her a heart attack in her condition."

"But Dashie!!" Pinkie whines, when a blast of confetti and a swarm of balloons burst out of nowhere behind the party pony. Pinkie puts a hoof to her chin and looks away thoughtfully. "I can probably fix that."

"Why don't we look over the requirements?" Discord inquires from his spot near Fluttershy. "We need a mare, one that this Morning Dew doesn't know." Fluttershy raises her hoof to add something.

"She needs to be able to walk on clouds with wings or a spell." Fluttershy gets a nervous look. "A spell she can reinforce herself before it wears off." This time Discord raises a claw.

"Oh, clearly she must be able to lie well and act appropriately in any situation." Discord holds his paw to his chest with smugness. "And of course I know just the mare."

With a snap of his fingers Discord is covered in a bright light, when it dissapates Discord has taken the form of a very odd mare, with mismatched wings and feet, with two different horns on his head. He speaks confidently in his normal voice. "For Dashie's sake I shall take one for the team, no need to thank me."

Before anypony else reacts to Discords announcement Fluttershy grabs his snake tail and yanks on it, causeing Discord to return to his natural state. Discord laughs loudly as Fluttershy huffs. Pinkie Pie laughs too while Rainbow offers her own little chuckle.

"But seriously now girls, uh and Discord and Spike" Rainbow gets everyones attention. "I think we all know the perfect actress for this situation." Rainbow says while looking with a grin at who she meant.

Slowly all eyes in the room turn to face a pure white unicorn whose blue eyes scan the room for their intented target, only for realization to set in. Rarity chuckles slightly before fluttering her eyes and gestureing a hoof to herself.

"Oh" Rarity says quietly. "You mean Moi?"

Author's Note

While coming up with this story I wondered what I would have Dash's mom's name be and during that process the name Morning Dew kept popping into my head so I eventually went with it. Apologizes to anyone who reads this if you happen to have an OC Named Morning Dew, I was unaware and I am sorry.

The First Date

"Is it true?" Morning Dew asks to the timid pegasus at her bedside.

It's the morning following Rarity's first encounter with Rainbow's mother and Fluttershy had finally built up the courage to visit the mare in the hospital. The two had started by simply catching up, neither touching the subject of why the older pegasus was in there or how she was doing with treatment. The conversation had gone over many things, recent events and adventures to Fluttershy's animals and tales of Rainbow's other friends. Morning Dew listened intently but eventually the conversation had came to one topic in particular, Rainbow Dash and Rarity.

"Well, um, yes of course." Fluttershy meekly responds while looking at the cloud floor of the hospital room, a gentle gray hoof lifts her head to meet Morning Dew's eyes.

"I'm being serious Fluttershy, tell me to my face, is it true?" Morning Dew asks the younger mare, her voice calming the timid pegasus.

Though not family, the two Pegasus had become close from their many interactions while Rainbow Dash was growing up. The two could be considered good friends in their own right, though Fluttershy considers Rainbow Dash a closer friend than Morning Dew. For her part, the mother simply enjoyed the extra company around the house and through the talks they've had considers Fluttershy one of her closest friends. She even enjoyed thinking of the yellow pegasus as a second daughter while they were growing up, though she'd never admit it out loud.

Morning Dew trusts Fluttershy and so the timid pegasus' word counts for much to the older mare. Fluttershy swallows hard before looking directly in Morning Dew's eyes and speaking.

"Yes, Rainbow Dash and Rarity are dating." Morning Dew immediately relaxs and puts her hoof down.

"Thank you Fluttershy." The Mother Groans and rubs her forehead. "I've really gotta stop worrying so much." Fluttershy rests a hoof on Morning Dew's hoof comfortingly and smiles.

"I understand completely. But Rainbow and Rarity know what their doing." Fluttershy looks away for a second. "Probably." She adds to herself before facing Morning Dew Again. The mares smile at each other for a moment.

"Yes, I'm sure they-" Morning Dew pauses in mid sentence as she looks toward the ceiling, Fluttershy follows her gaze and on the ceiling a strand of cloud is drifting down. Looking up Fluttershy notices the ceiling is in tact. Both mares stare at the cloud and wonder where it came from as it drifts to the floor.

Upon reaching the floor the cloud begins to move, slithering like a snake. it props itself onto Morning Dew's bed and sits in front of the mare, it's front facing her. Suddenly part of the clouds part away to reveal yellow eyes with red irises that are different sizes. The cloud begins to laugh as a tooth pops out below the cloud's eyes and various mismatching appendages appear as well. Finally the fluffy white cloud smooth's out and becomes multiple colors until there is no more cloud and Discord himself sits on the bed.

"Well, Hello there. What do you think? Can I make an entrance or what?" Discord looks at the now pale white Pegasus in front of him before turning to Fluttershy and seeing his friend wincing, Morning Dew's hoof clamped tightly onto hers. "Oh I see, I should have added a lightning bolt or something right? Perhaps some chocolate milk?" Morning Dew slowly lets go of Fluttershy as her normal gray color returns. Fluttershy looks at Discord disapprovingly as she rubs her sore hoof.

"Discord, Rainbow Dash told you Morning Dew doesn't like surprises."

"I thought that was pretty tame honestly. I could have done far worse you know."

"Yes, but please don't."

"I'm fine, I'm fine, Really" Morning Dew assures the two. "So you're Discord?" She inquires, not to surprised.

"Oh you've heard of me have you? Dashie must have told you some stories." Fluttershy looks at Morning Dew Nervously.

"Um, Whatever Rainbow Dash told you, I promise Discord is good now." The Timid Pegasus pleads.

"Yes, I'm sure he is." The older mare says looking squarely at Discord.

"Hey, do you do impressions?" Discord asks with a chuckle. "Because I have seen Celestia make that exact same face at me many, many times."

"Morning Dew, Discord really is good." Fluttershy begs. "He's my friend so I really hope you two can get along."

Morning Dew observes Fluttershy, seeming to study every part of the younger Pegasus' face and expression. After a moment, Morning Dew's thoughtful expression softens into a light smile.

"Of course Fluttershy." The Mother coos in a way that makes Discord quirk his eyebrow. "Hey, would you mind picking something up for me? My photo albums are back at my house and I'd love to look them over, you know since I'll be in here for awhile."

"Oh, that sounds lovely" Fluttershy says with a smile. "Me and Discord will be-" Morning Dew cuts her off with a raised hoof.

"Actually I was thinking, Why don't you go alone? It'll give me and Discord time to get to know each other." At that suggestion Fluttershy Squees with barely contained excitement.

"That's a great idea! You only have a couple albums right?" The Mother nods. "Then I'll take care of everything. You two have a nice talk." Fluttershy says a quick goodbye to Morning Dew and Discord before leaving the room.

"You know" Morning Dew begins, taking a more relaxed position laying back against the bed. "I've been looking forward to talking to you."

Discord chuckles loudly "I don't usually hear that, Why exactly have you been looking forward to it?"

"Nothing really. I just wanna ask you some questions." Morning Dew shrugs. "About Dashie and Fluttershy, You know... Stuff."

"Oh dear, what a protective tone!" Discord laughs uproariously. "I'll remind you I've faced two Equestrian Princesses and all six elements of Harmony. Do you really think a sick middle aged Pegasus will intimidate me?"

Morning Dew just smiles, a smile that seems to say 'challenge accepted'. "Sick middle aged Mother I'll have you keep in mind."

"Very well" Discord says in a humoring tone. "Ask away, this might be fun."

At that same time, as she walks down the streets of cloudsdale, Fluttershy suddenly gets an uneasy feeling.

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

"Hmm, it must be around here somewhere." Rarity mumbles to herself as she looks toward the sky of Ponyville in search of Rainbow Dash's cloud house.

The two mares had discussed it last night and had agreed going on a date would make talking to Morning Dew about their relationship easier to believe as the things they'd be saying would be more true. After an incredible amount of debate, Rarity had managed to get Rainbow Dash to agree to a spa date. Rainbow Dash said she had plans for later today so the Fashionista had to get her to the spa early, she was determined not to let Rainbow get out of this which she assumes she's trying to do since Rainbow seems to have moved her house.

"Ah, there it is." Rarity says with a hint of confusion as Rainbow Dash's home floats much closer to the ground than usual. Cloud stairs even go from the patio to the ground. Rarity simply shrugs as she makes her way to the cloud house. After quickly activating the cloud walking spell Rarity climbs the stairs to the front door.

Raising her hoof to knock, Rarity realizes that the door is also made of clouds so her knocking would not be heard, feeling conflicted for a moment the Fashionista decides to call for the Pegasus in question.

After a few moments the door opens, but Rainbow Dash isn't behind it. Glancing down, Rarity sees a much smaller and more orange Pegasus greeting her. Scootaloo waves hello before turning to call to the owner of the house.

"Rainbow! You were right! It's Rarity!"

"Great! Bring her to the kitchen!" Is the response from further inside.

"C'mon Rarity." Scootaloo says before bounding into the house. Rarity follows with a quirked eye brow.

It doesn't take long to reach the kitchen, it's walls lined with counters as well as a fridge and sink. Scootaloo takes a seat at one of the three available chairs at the table. While not actually cooking, Rainbow Dash has prepared some sandwiches and cereal for herself and her guests.

"Have a seat Rare, we'll get going in a bit." Rainbow says with a smile as she takes a seat at the table, Rarity joins as well moments later.

The three ponies sit and eat in comfortable silence for a time, Rainbow on one side while Rarity sits on the other and Scootaloo happily eats her sandwich in the middle. When most of the food is gone Scootaloo speaks up.

"Hey Rarity, are you and Rainbow really dating? Like for reals?" The inquisitive filly asks to the now stunned Fashionista.

"Squirt, we covered this last night." Rainbow Dash groans.

"I know, I know." Scootaloo whines. "But it's so hard not to ask about it. You and Rarity Dating? even for pretend that's just kind of weird." Scootaloo makes a face, but both mares can tell she doesn't mean any offense.

"This is all I've been hearing about this morning." Rainbow chuckles. "How bout you?" In response, Rarity gives a small giggle.

"Sweetie told me she thought it was romantic, in a quote 'Rainbow Dash kind of way'"

"And what is that supposed to mean?" Rainbow asks in mock hurt.

"It means she thinks you're as romantic as a rock." Scootaloo helpfully supplies with a laugh. Rarity covers her mouth with a hoof while Rainbow looks unamused.

"Just for that, practice is gonna be extra hard today." Rainbow Dash says with a triumphant smile as Scootaloo pouts.

"Come now darling, it's all in good fun."

"Yeah I know, but my practice, my rules."

"Besides, I can take it." Scootaloo says with confidence. Rainbow pats her on the head while Rarity gives her a reassuring smile.

"So Rare, me and Scootaloo are having practice around three in the afternoon today, does that work with your spa date plan?" Rainbow asks while helping Scootaloo take care of the plates and bowls.

"Certainly darling, if we leave soon we'll have five hours before your practice." Rarity assures as she helps Rainbow give the dishes a quick rinse and put them in the sink.

"Great, Scootaloo needs to get going soon anyway, All your stuff packed away Squirt?" In response, the orange filly looks at her idol sheepishly.

"I kinda, never actually started packing."

"So that game of tag earlier Was a trick?" Rainbow accuses while tapping her hoof. Scootaloo nods and Rainbow sighs but doesn't really look annoyed.

"You better hurry then. It wouldn't be good to be late, it shouldn't take long if all your stuff is still in the guest room." Scootaloo nods again and hurries off.

"I thought perhaps she was just visiting this morning. But Caregiver actually let her spend the night?" Rarity asks amazed. To which Rainbow Dash nods with a smile. Rarity blinks in surprise.

Caregiver is a mare that is getting on in years, she runs the Ponyville orphanage and takes very good care of the colts and fillies without families. She works hard to find the children under her care the best families possible and so is very protective of them, normally only allowing sleepovers at friends houses, for a grown adult to get her permission was almost unheard of.

"How in Equestria did you manage that Rainbow Dash?" Rainbow just chuckles.

"It was all Scootaloo, she'd been asking Caregiver for so long she finally convinced her." Rainbow explains as Rarity gives a happy smile, before her happy looks turns nervous.

"Oh, dear. I hope I didn't interrupt your time together, I know that Scootaloo cherishes it." Rainbow Dash dismisses Rarity's worries with a wave of her hoof.

"Don't worry about it, me and Caregiver talked it over yesterday. I'm supposed to bring her back to the orphanage real soon anyway, she was supposed to pack before we ate." Rainbow explains, accentuating the last part loudly so Scootaloo hears it.

"I said I was sorry!" Comes a shout from elsewhere in the house.

"Actually no you didn't Squirt!" Is Rainbow's reply.

"Oh yeah... Should I then?"

"Only if we're late! Cause then I'll be in trouble with Caregiver!"

"Don't worry, I'm here" The young filly announces as she appears in the kitchen doorway with a small suitcase. "I'm all packed up."

"Ok Squirt, lets get going." Rainbow looks at Rarity "You wanna come with to drop her off?" Rarity gives a light shrug and smiles.

"I don't see why not." And a minute later, all three ponies have made their way out of the house to the streets of Ponyville.

Rarity watches the two Pegasi as they walk down the street, laughing about last nights activities and discussing the upcoming practice, The Fashionista feels slightly out of place amongst the more athletic duo but during a lull in their conversation she attempts to join in.

"So Scootaloo, did you finish your homework last night?" Both Pegasus just stare at the unicorn in confusion while she lets out a nervous chuckle. "Well I mean, it's just that Sweetie had some problems with it last night so I was curious."

"Well yeah, I got it done." Scootaloo assures with a shrug. "Caregiver wouldn't let me go to Rainbow Dash's until I did." The filly then looks a little downcast. "But man, was it hard."

"Maybe I can help next time Squirt." Rainbow suggests while scratching her head. "I've never been good with that egghead stuff. But I can give it a try."

"Well I'm not as studious as Twilight obviously." Rarity offers. "But I help Sweetie sometimes so perhaps I can give you a hoof if you're having trouble." Scootaloo looks away from the older mares with a blush.

"You guys don't need to do that." The little orange filly mumbles.

"Oh it's no trouble really." Rarity assures the young Pegasus. "Ask anytime you-" Suddenly another voice interrupts the conversation.

"There you are Scootaloo." All three ponies turn toward the voice. Not far away the Ponyville Orphanage sits in view and standing outside the building is an elderly earth pony mare. Her coat is pure white and her curly greying mane shows hints of the yellow it used to be, on her front she wears a red and pink checkered apron and placed on her flank is an image of a small bundle much like the ones Caregiver sees at her doorstep more often than she'd like. Many wrinkles cover her soft features.

"I was beginning to think you'd be late." Caregiver announces as she walks toward the group. When she arrives she looks at Rarity skeptically.

"Well, uh, we're on time aren't we Caregiver?" Rainbow says nervously.

"Yes, you're right on time." The elderly mare says, her weary voice not sounding terribly happy as she continues looking at Rarity. "Rainbow Dash I thought you told me you lived alone." Both element bearers blush and look away.

"Don't- Don't assume things Caregiver!" Rainbow quickly stammers "We don't live together! She's my marefriend and she just came to visit in the morning!" Rarity looks at Rainbow with her mouth agape.

"You're marefriend? Didn't tell me you had one of those." The Old Mare says with an accusing tune.

"Well it's sort of a recent thing." Rainbow admits nervously.

"Caregiver" Scootaloo adds in nervously. "Everything was fine last night I promise. Rainbow Dash took good care of me and Rarity didn't even come near the house till this morning."

Caregiver observes both mares and the young filly before giving a gentle smile and turning back towards the orphanage.

"Everything's fine Scootaloo." Caregiver assures the young filly in a gentle tone. "Why don't we get you inside? I'd love to hear all about your night if you don't mind." Caregiver turns back to the orphanage as Scootaloo begins to follow, the filly pauses for a second before running back and giving Rainbow Dash a sudden and strong hug.

"Thank you Rainbow Dash!" Scootaloo exclaims happily before becoming embarrassed and following Caregiver once again. Rainbow Dash begins following as well before she feels a quick but sharp pain in her side, she turns to face Rarity who looks slightly annoyed.

"Why did you tell her I'm your Marefriend!?" Rarity somehow says quietly but harshly without Caregiver overhearing.

"Well you are aren't you?" Rainbow asks simply.

"Well I mean-" Rarity falters, any anger she had having vanished at that response. "Well, ok yes, but you don't need to tell everyone." The Fashionista tries to huff angrily, but the wind had been effectively taken from her sails.

"Hey it's ok." Rainbow says reassuringly while patting Rarity on the shoulder. "Don't be ashamed of who you are, or who you want to be with. Always be yourself no matter what the masses say" Rainbow ends with in a joking tone, Rarity just giggles rather than roll her eyes. Before either mare can speak again, Caregiver calls to them from the front door of the orphanage.

"Rainbow Dash can you come over here please."

Rainbow makes her way over with Rarity following, Scootaloo offers one final goodbye to both mares before entering the building.

"Here you go Rainbow Dash." Caregiver says while pulling a stack of papers from a pocket of her apron, she gives the papers to Rainbow Dash who nods appreciatively. Caregiver silently enters the orphanage and closes the door behind her.

"What are those Rainbow Dash?" Rarity inquires while trying to peek at the papers. Rainbow puts the papers under one of her wings and shy's away from Rarity who suddenly notices how close together they'd been standing.

"Oh it's nothing." Rainbow mumbles. "I'll meet you at the spa in minute, I'm going to drop these off at my house real quick." Rarity gets no chance to respond as the Ace Flier takes off faster than words can form in her mouth. The Fashionista decides to question Rainbow about this later and heads to the spa.

___________________________________________________________________________________________________________________________________________________________________

A few minutes later Rarity is standing outside the spa, tapping her hoof impatiently as she waits for Rainbow Dash to arrive. The Fashionista considers heading to Rainbow's house to see if she's actually coming when a blue blur being followed by a rainbow trail flies towards her position at blinding speeds, before Rarity knows it Rainbow Dash has landed next to her causing the Fashionista to jump back In surprise.

"Oh! Rainbow Dash!" Rarity exclaims once the shock wears off. "I was starting to worry you weren't coming, now come along Darling before we're late."

"Hold on Rare" Rainbow places a hoof on Rarity's shoulder to stop her. "Can we talk for a second?"

"Why's that Darling? Surely we can talk inside the spa." Rarity gives Rainbow a skeptical look. "Unless of course this conversation will consist of your attempt to get out of this spa trip?"

Rainbow looks away nervously before speaking. "I wouldn't say that exactly, but I have one little condition before we go in there." Rainbow flinches in preparation for Rarity's response.

"Condition!?" The Fashionista shouts before quieting her voice so not to bother the other ponies on the street. "Rainbow Dash I feel I have been very fair, I'm helping you with this business with your mother and I have only asked this one thing in return. So what exactly is this condition?" Each word from Rarity's mouth drips more venom than the last.

"Ok, ok, I know." Rainbow pleads. "I'm already asking this big favor of you and it seems like I'm using you but I swear this ones not even a big deal."

Rarity takes a few breaths with her eyes closed. "Of course darling, I guess that was an over reaction. please go on."

"All I was thinking was that since we're on a date and going to the spa is your idea, maybe we could do something I wanna do afterwards. Sorta like a part two?"

Rarity just stares at Rainbow Dash for a moment before giving her a beaming smile. "I think that's a splendid idea darling, what did you have in mind?"

"Let's worry about that later, we gotta hurry or we'll be late."

"Oh very well, let us be on our way, I don't know why you've chosen this week to have so many secrets Rainbow Dash." Rarity huffs as she turns around to walk into the spa.

Rainbow just chuckles as she follows Rarity over to the spa and enters it. "What can I say? It seemed like fun."

As the two mares enter the establishment Rainbow tries looking around, but as the foyer of the spa isn't very interesting her mind quickly wanders to the appointment at hand and how much she's dreading it. Looking ahead she sees a pink earth pony with light blue hair pulled back by some kind of headband. The spa ponies' aqua colored eyes widen with excitement when she notices Rainbow Dash and her favorite customer enter the building.

"Ah miss Rarity you are right on time! It is a pleasure to see you once again!" The spa ponies declares with much enthusiasm.

"Good morning Aloe." Rarity says with a large smile before facing Rainbow Dash. "Rainbow darling, you may recognize Aloe, her and her sister Lotus are the finest spa ponies you'll ever meet."

"Aloe and Lotus..." Rainbow scratches her head for a moment before a vague memory surfaces. "Right, I think I remember them, from the time we met Zecora right?"

"Precisely" The Spa pony announces with cheer. "It has been a very long time. And as this is your first official visit, I hope we can make this an enjoyable experience for you so don't be afraid to speak up if there is anything we can do."

"Uh... well thanks I guess." Rainbow shrugs. "As long as nopony touches my wings I should be able to put up with whatever."

"Thank you for sharing miss Dash." Aloe says before grabbing a pencil and scribbling on a piece of paper, she then holds the paper and reads from it. "Miss Dash special note: Do not touch wings." With a smile Aloe puts the paper down in a stack of other papers and gestures to a door to the right of the desk she's behind. "Then let us get started shall we."

"Yes lets." Rarity says with a grin. "Oh this will be wonderful."

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

TWO HOURS LATER: THE SPA MUD BATHS

"Well this has been a complete nightmare!" Rarity groans with a sigh as her head leans back against the wall of the bath.

"I think you're exaggerating." Rainbow says sheepishly from her spot in the baths.

"Are you being serious?" Rarity asks skeptically. "You threated Lotus during the hooficure!"

"She pulled a weapon on me!"

"I keep telling you that was a hoof file Rainbow Dash!" Rarity groans in exasperation. "She was trying to do her job."

"I stand by my version of events." Rainbow begins counting on her hoof without actually having anything to count. "She pulled a weapon on me, she didn't back off and I'm right you're wrong." Rainbow gives a shrug before sinking her hoofs back into the mud. "Besides it wasn't that bad."

"Wasn't that bad!?" Rarity shouts, but Rainbow notices a smile tugging at her lips. "Yelling at Lotus because you think a file is a weapon is one thing-" Rarity's smile gets bigger "Stealing Aloe's file and challenging Lotus to a duel is completely different." Rarity lets out a small giggle.

"What can I say?" Rainbow asks with a chuckle. "I was bored and thought doing something totally unexpected would liven things up."

Rarity's giggles get worse. "And then your-" A giggle causes Rarity to interrupt herself. "And then your face-" Rarity's head tilts backward in a full blown laugh. "The look on your face when Lotus brandished her file and accepted your challenge was priceless." Rarity's laugh continues for a couple of minutes before she settles down, The Fashionista gives a light cough while looking away from Rainbow Dash.
"I'll have you know that was very poor behavior Rainbow Dash."

"Hey, everyone had a good laugh about it, and Lotus was surprisngly good. Plus I now know for sure you had fun too." Rainbow mocks with a cocky grin.

Rarity does her best attempt at a scolding look on her face despite the truth of Rainbow's words. "I suppose you're going to say one of the perks of dating you is that I'll never be bored?"

"You know me so well Rare."

"Just promise me one thing Rainbow Dash" The Fashionista begins while pointing a hoof a Rainbow. "The next time we spend time together like this please be on your best behavior."

"You got it Rare, no problem." Rainbow tilts her head back to relax. "So how much longer are we in here anyway?"

"I guess that depends." Rarity says with a shrug. "This is our last treatment since it gives us a chance to sit and relax without you overreacting to Aloe and Lotus working. We can really leave at anytime to get cleaned up." As she speaks, Rarity is amazed that only the hooficure caused some kind of trouble during their visit.

Rainbow raises her head slightly. "Wait, does that mean we can leave now?"

"Not yet Rainbow Dash." Rarity dismisses quickly. "I'd still like to relax and talk a bit longer."

"Fair enough." Rainbow mumbles as she lowers her head again. "What you wanna talk about then?"

"That's easy, wasn't there something your mother told you to tell me?"

Rainbow groans slightly. "Oh yeah, I guess I gotta explain that now huh?"

"I'd appreciate it yes."

"Alright, well what caused Mom to tell me to tell you this was when you mentioned fashion sense being heredi- whatever, you know when stuff is passed from parents to kids?" Rarity nods and Rainbow continues. "So my mom assumed I hadn't told you or the other girls about this and she's right, I just never saw a reason to talk about it."

"Can I take a guess?" Rarity asks slowly and seeing Rainbow nod she presses on. "I noticed you and Morning Dew don't look strikingly similar, so would I be correct in thinking you take after your father? And he is a touchy subject for you?"

"Touchy subject part is right. I never knew my dad so I have no idea if I take after him, it's the same thing for my mom." Rainbow answers while looking straight toward the ceiling. Rarity raises an eyebrow.

"Rainbow, Darling, I feel you know Morning Dew well enough to know if you take after her." Rainbow Dash waves her hooves and straightens up in the mud.

"No, no, you don't get it." Rainbow looks right in Rarity's eyes. "Morning Dew is my Mother because she raised me, but she isn't the mare who gave birth to me."

Rarity's eyes widen in shock. "Rainbow Dash, are you saying that you're-"

"Yeah I am." Rainbow looks away from Rarity "Morning Dew adopted me, I'm an orphan."

"Oh Rainbow Dash." Rarity mumbles with her eyes downcast. "I had no idea."

"Don't worry about it." Rainbow Dash says while looking at Rarity again. "It's just part of what made me, me."

"Still, I just-" Rarity uses her magic to have a towel wipe her moist eyes. "Thank you for telling me that."

"If I'm being honest, I don't like talking about it. I've seen Morning Dew as my Mother for most of my life, so honestly it's just easier to act like I'm not even adopted cause I don't often feel like I am."

"That's very sweet Rainbow Dash." Rarity says while sounding on the verge of crying. "Please, you have to tell me about how she adopted you, I must hear about your first moments together." Rarity says suddenly and with much enthusiasm, scooting through the mud to get closer to Rainbow to attempt and plead her to tell the story.

"Uh, Rarity." Rainbow says slowly. "I appreciate the enthusiasm but could you maybe back up just a little?" The Ace Flier asks with red tinting her cheeks.

Rarity pauses in her excitement to analyze her position as she has practically pinned Rainbow Dash to the wall with their muzzles mere inches apart. split seconds after realizing how this must look, Rarity's pure white coat turns redder than a tomato as she rockets away from Rainbow Dash's side of the mud shouting "I'm so sorry!" As loud as she can.

"Uh... Hey Rare?" Rainbow nervously chuckles as steam seems to rise from the heat of her friends face. "Do you think maybe it's time we get going? I've got a fun idea of what else we can do on this date."

Without turning around Rarity Mumbles. "That may be a good idea, just give me a moment then lead the way Rainbow Dash." Rainbow works her way over and pats Rarity on the back comfortingly before getting out of the bath and opening the door to call for Aloe or Lotus.

_____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

"Thank you for coming Miss Dash." Aloe says with a large smile as Rainbow and Rarity prepare to leave. "I do hope you will come again sometime." Rainbow and Rarity say their goodbyes and begin leaveing, only for Aloe to tap Rainbow quietly on the shoulder to gain the mare's attention. "Rainbow Dash, my sister will be ready for a rematch should you ever return."

Rainbow grins at the spa pony and whispers "Tell her, it is so on." before quickly departing the spa with Rarity.

Once outside the spa Rarity gestures for Rainbow Dash to lead the way. Rainbow begins making her way down the streets of Ponyville, making sure not to go to fast so that Rarity can keep up, at every store or other building the two walk past Rarity wonders if thats where their going, only for Rainbow Dash to continue walking. After some time the two mares leave Ponyville all together and Rainbow Dash leads Rarity to a somewhat tall hill outside the villages limits.

"What are we doing here Rainbow Dash? We don't have a blanket or anything to sit on so I hope you don't expect me to sit down." Rainbow Dash just rolls her eyes and smiles at the Fashionista's comments.

"Don't worry about it Rare, You won't need to sit down at all."

"Alright then." Rarity observes the area but sees nothing around. "But what exactly are we doing out here? And do we even have enough time before your training with Scootaloo?"

"I said you don't need to worry Rare." Rainbow assures as she seems to scrutinize the area before making up her mind. "This is where the practice is gonna be."

Rarity raises an eyebrow in confusion. "Then why are we he-" Rarity's eyes widen in terror and realization. "No Rainbow Dash you can't possibly mean-"

"Oh yeah I do." Rainbow says with a chuckle while suddenly wearing a coach's whistle. "Rarity my good friend." Rainbow points one hoof at the Fashionista. "Together we're gonna teach a filly to fly!"

Not for the first time, Rarity feels as though she's in over her head with this agreement.

Author's Note

First of all I'd like to apologize for this chapter taking so long to be made, it feels like forever since I started typing this one. For a reason I can't really explain I seemed to lose my motivation for writing stories, I had ideas but I couldn't bring myself to do anything with them. This changed very recently when I read a comment a fan had posted on my user page, I was touched by how much they genuinely seemed to enjoy my work and it really made me realize there were people who wanted to see me continue writing. That was what finally motivated me to finish writing this chapter. I just want to say from the bottom of my heart, thank you everyone who reads this for reading my story and enjoying it.

Now I'd like to talk about the chapter for a moment as it took awhile to write, I wasn't sure what all I wanted to put in it. Initially it was going to be longer but I realized as I was writing that it'd be way to long if I implemented all my ideas, so I split them up into two different chapters, I am working on the second one now along with another idea I had. For now I'd like any possible feedback on this chapter, I will be open to any criticism as well so if you feel I made a mistake in this chapter please let me know so I can fix it.

One last thing I'd like to touch on is that I am not an MLP expert, I haven't seen every episode and don't know everything about the show, If I make any contradictions you feel I need to fix see the earlier criticism point and tell me about it.

I have some motivation now and want to continue writing for you all, however I do have my own method when it comes to writing and I won't always be able to write as often as I want to. I'll do my best but I'm afraid I can't guarantee consistent chapter updates.

I'd like to one last time thank all of you for reading and enjoying and I'd like to apologize for this Author's note being so long but I had a lot I wanted to say. Thank you so much, I'll be back with another chapter, hopefully soon.

Bonus Chapter: Her Perspective

Author's Note

I decided I wanted to do something different with this bonus chapter. This one won’t take place in the past with Rainbow Dash and Morning Dew, it will take place in the present. Let me know what you think of the chapter and let me know if you think Bonus chapters should only be about events before the story takes place or if you like more present time period bonus chapters.

Also I have an interesting announcement to make. Once this story ends (Which won’t be for at least a few more chapters) I plan on making a semi-Sequel story that focuses entirely on Trixie, so let me know if you’d be interested in that.

Bonus Chapter: Her Perspective

Trixie adjusts her hat as she walks into the foyer of the hotel, the entrance being mostly empty save for the desk up ahead and the green carpet leading to it, Trixie can see the stairs leading up to the guest rooms to the right of the desk. Trixie faces forward as she approaches the desk and the blue earth pony stallion sitting behind it reading a book. Only in this moment does Trixie realize what a stupid idea it was to order a dress from Sparkle’s designer friend, not only had it been a pain to take her own measurements so she could order the dress without having to actually go to Ponyville, it obviously would have been much simpler to just go to literally any other tailor in all of Equestria but Trixie clearly deserves the best possible dress she can get and begrudgingly she has to accept that Sparkle’s prissy friend is the best way to get that.

“Excuse Trixie.” Trixie announces herself as she finally arrives at the front desk, the foyer perhaps being a bit large. “She has an unusual request to make.” The bored looking stallion lowers his book and lazily looks at Trixie.

“And what would that be?”

“Well you see Trixie is a traveling performer and as she is not staying in this town for long but she is expecting a package very soon Trixie was hoping she could have her mail forwarded here while she is in town.” Trixie asks while giving an award winning smile. The Stallion just stares at her with a bored expression.

“Sure, no problem.” He says simply before looking away from her and returning to his book.

“Oh... Well, uh... Good. Trixie’s wagon is parked in the alley outside.” Trixie says slowly before she turns around and heads for the door. “Well that was easy.” Trixie thinks to herself, being rather thankful for the compliance as she’d already told Sparkle’s fashionista friend this was where to send the dress when she’d ordered it.

With that business taken care of Trixie leaves the hotel and after making sure the door to her wagon is securely locked she begins walking down the street, counting cracks in the sidewalk so she doesn’t get to bored. After several minutes she finally sees her destination up ahead, The ‘Southern Manehatten Apartment Complex’, a three floor apartment building with six rooms on each floor, the same number will be reflected on the other side of the building and as she expected, there was quite the crowd of fans outside, Trixie counts fourteen- no fifteen in total. Their all being held off by a large brown Earth Pony stallion with a black buzz cut, this stallion was the bodyguard and good friend to Manehatten’s favorite performer.

“Alright, Alright. Everypony back it up.” The Stallion’s gruff voice bellows loud enough for all to hear clearly. “Ms. Lulamoon is in the preparation stage for the show coming up and can’t take visitors right now. If you really want to see her that bad head over to the theater and buy a ticket before they sell out.” At that suggestion the fans all move out together, five Pegasi flying while the rest walk but none of them wanting to be left out.

“You know, Trixie could swear this was exactly what you were doing last time she was here. Those were even some of the same ponies.” Trixie says with a chuckle as she approaches, the large stallion turns and smiles upon seeing her.

“Well, well. If it isn’t little Trixie.” He says happily as he hooks one hoof around the much smaller mare and uses the other to give her a noogie through her hat.

“Aw jeez uncle Barricade, cut it out.” Trixie whines as she squirms out of the stallions grip, though she is smiling. “Bodyguards are supposed to protect ponies not assault them.” He just chuckles in response.

“Oh you Lulamoons, always so sensitive.” Barricade jokes as he bumps Trixie’s shoulder with his hoof. “Your mother always joked that’d she’d have to buy body armor just to interact with me without getting hurt. Even used to wear helmets to school.” Barricade lets out a loud boisterous laugh at the memory of his childhood friend.

“Speaking of Mom.” Trixie says as she turns to look at the Apartment building. “You said she was in the preparation stage? So would now be a bad time to-” Trixie stops in mid sentence as Barricade playfully smacks her on the back with another loud laugh.

“Come on kid, you know she always has time for you.” Barricade assures her. “You go on inside, you know which room it is.”

“Thanks.” Trixie says as she heads inside the Apartment Building, as she walks she rubs her back where Barricades hoof had made contact. “Maybe that body armor isn’t such a bad idea.”

Trixie walks into the foyer area, the check in desk sits along the wall, the hall leading to the first floor of rooms can be seen to the right with the stairs leading up to the next floor next to the entrance of the hall. Trixie wordlessly heads to the stairs, the pony behind the desk, a white earth pony mare with a curly blonde mane, does nothing about her seeing as she remembers who Trixie is from her last visit. Trixie climbs up the stairs heading for the third floor, she looks over the rooms, there being number plates next to them but no other decorations on the walls. Trixie finally locates the one she is looking for at the end of the hall, she walks up and knocks on the door and waits.

“Who is it? Prima is very busy and wishes not to be disturbed!” Comes the voice from the other side of the door.

“Oh ok. Trixie will come back later.” She calls to the voice, moments later hoof beats can be heard rapidly approaching followed by the door swinging open. The mare who opens the door is a blue unicorn with long silver hair that cascades down their shoulders and brilliantly expressive violet eyes, the mare wears an outfit identical to Trixie’s but the hat is pointier and the cape and hat are a dark midnight blue while the star and moon shapes are a deep silver. Standing at the door is Prima Lulamoon, known as Showstopper to her fans. She smiles down at her slightly shorter daughter.

“Trixie! What a wonderful surprise. The Amazing and Extravagant Prima was not expecting to see you.” The mother speaks with a dramatic sweep of her cape. “Please come in.”

“The Great and Powerful Trixie would be honored.” Trixie says with a bow before following her mother inside the apartment. Trixie felt a little weird as she hadn’t really used that old moniker in quite awhile. But she knows if she just said Trixie her mother would think something was wrong.

“Nice to see this place hasn’t changed.” Trixie comments as she looks around the practically empty apartment, every room having only the bare essentials, the living room having a couch and a single chair for sitting with a coffee table in between them, the two bedrooms should only have a bed, dresser and closet if her memory is correct, the kitchen has a fridge, stove and one small table next to a window with two chairs. and of course the bathroom has a toilet, a bath and a sink plus mirror. Trixie smiles at the familiarity.

“Naturally, you know what Prima always says.” Prima says as she walks into the kitchen. “Extravagance and excess are for the stage, why would she waste money on decor for the home when she can use it for props or supplies or-” She turns and her and her daughter look into each others eyes.

“Fireworks!” They say in unison, then the two laugh together. Prima looks at her daughter cheerfully.

“Did you ever perfect that illusion you were telling Prima about?” She asks Trixie, who rubs her hoof on her chest in confidence.

“Of Course Trixie did, now she can conjure her own fireworks, watch!” Trixie flings her head to the left and a firework appears out of nowhere and flies over to the living room couch before exploding. Prima claps as the explosion does nothing to her home.

“Bravo, Prima is very impressed.” The mother than waves her hooves. “But come, come. Sit down and Prima will prepare some tea.”

“Thank you.” Trixie says as she sits down at the small table, the curtains on the window are wide open. “Do you want to invite Uncle Barricade too?”

“Oh he’s fine, he loves being outside.” Prima waves off as she brings cups and tea bags to the table and sits down. “You are what Prima wants to talk about.”

“Trixie will have to disappoint you then, she has no stories to tell.” Trixie says as she puts the bag into her cup. “She has simply been traveling Equestria and performing in whatever town would have her, which is all of them.”

“Ah, that must be so exciting.” Prima says happily. “Oh, what about that amulet you told Prima about? Did you ever find it?” Trixie falters for a moment at the question, having forgotten she was in the middle of her revenge obsession last time she visited.

“Uh, no. Trixie never found it. But that’s ok. It was just a silly trinket Trixie was looking for.” Trixie says nonchalantly. “A Trinket Trixie wishes she’d never found.”

“Well that is to bad. Hopefully you made some memories at least.” Prima says as she takes a sip of tea, Trixie slowly nods her head in ‘agreement’. “Good, see, there’s always a silver lining.”

“Oh really?” Trixie mumbles as she drinks her tea. “Always?”

“Of course.” Prima waves a hoof as her horn glows, the curtains on the windows close and the apartment falls into darkness. “In even the darkest night.” Her horn glows once more and the curtain next to the table opens slightly and a thin beam of light shines through. “You shall find a hint of light.” Prima’s horn glows one more time and the curtains open and light returns. “Prima knows that wasn’t actually silver but you get her point.”

“Oh jeez mom.” Trixie laughs out loud. “You are so weird.”

“Oh Trixie, always so serious.” Prima says with a shake of her head. “You never slow down to experience things.”

“Trixie supposes that is true.” She thinks out loud. “Trixie is actually waiting for a package to be delivered, she’ll likely leave town after that.”

“Really now dear, you just got here.” Prima says with a frown. “It’s been so long since you were last in town.”

“Trixie knows, but she is a traveling magician after all. If she doesn’t travel she’s not working.” Trixie lies convincingly, she looks down into her tea cup, the mare reflected in the liquid has red eyes instead of violet. “Bad things happen when Trixie stays in one place to long.”

“Does this mean you won’t be coming to Prima’s birthday party?” Prima asks with disappointment.

“It’s next month isn’t it? Trixie will be back in town by then.” Trixie looks away from her mother in defiance. “But Trixie is not wearing a dress got it? She knows your turning fifty but she’s not getting dressed up for it.”

“Oh very well. you are an adult now after all.” Prima shrugs as she knows how stubborn her daughter is. “So, would you like to see what Prima is planning for her next Amazing and Extravagant performance?”

“Whatever it is, the Great and Powerful Trixie could do it better.” Trixie says with incredible cockiness, only to follow it up by looking at her mother like an excited filly. “But yes, you must show Trixie.”

A LITTLE LATER

“What was that?” Trixie questions, turning to her mother in surprise.

“Prima said, would you like to be in her show?” The mother smiles. “She’d love the chance to work with you on a project.”

“Heh, not this time mom.” Trixie shakes her head. “the show is in a couple days isn’t it? Trixie will likely have moved on by then.” She lies, unless Sparkle’s fashion friend rushed her order done and had it express delivered it wouldn’t be here that soon, she’d only ordered it a couple days ago. Trixie simply wants to get more practice with her illusions before trying something like that, her mother’s shows were to important to her to take a risk of screwing up.

“Well Prima hopes you’ll at least say good bye before you go. Last time you visited you just up and vanished.”

“Well that is Trixie’s favorite trick.” Trixie jokes before sighing. “If Trixie doesn’t say good bye than you’ll never know when she’s coming or going. That means every time you see her will be a surprise.”

“Prima knows dear.” The mother says as she hugs her daughter. “She has gotten used to your vanishing acts. But why don’t you spend the night? Prima has a guest room for occasions like this.”

“No thanks, Trixie has left her wagon unattended long enough.” Trixie politely declines as she heads out the door. she stands just outside the doorway and smiles to her mother. “Trixie will see you next time.”

“Hold on Trixie.” Prima holds the door open. “Prima needs to talk with you.”

“What is it?” Trixie inquires from her side of the door.

“Prima knows something is wrong.” The mother says with concern. “She doesn’t know what it is and she knows your to stubborn to tell her.” The mother sighs.

“Mom, you don’t need to worry about Trixie.” Trixie moves forward and embraces her mother. “Trixie knows how she is but she promises she will always visit again, she will always come back to you.” Trixie frowns into her mother’s shoulder. “Unlike him.”

“Trixie, just make Prima a promise.” The older showmare says as she pushes Trixie and holds her at hoof length. “Prima knows you have a... Well less than positive view of ponies. Can you promise her that you will try to trust ponies more? Look for the silver lining and-” Prima taps her daughter’s forehead with a hoof “Think carefully before you do something rash.”

“Trixie knows better than to let her emotions control her.” Trixie waves off. “Now.” Trixie looks her mother right in the eye. “Trixie can only promise to be Trixie, whatever that entails.” She sighs and looks down. “But she will make an effort.”

“Prima knows you will. Be safe Trixie.” Prima says with a small smile.

“She will.. Trixie loves you mom.” Trixie says as she begins heading down the hall towards the stairs.

“Love you too sweetheart.” Prima calls down before heading inside and closing the door.

SOON: TRIXIE’S WAGON

Trixie sighs as she returns to her wagon, glad that the lock was intact as well as the wagon being in the exact same position it had been in before. Trixie looks at the sky and locates the sun, judging by it’s position she can tell it’s mid afternoon, the day won’t last terribly longer. With a shrug Trixie decides she may as well head inside. Lighting up her horn Trixie pulls out the key and inserts it into the lock, the mechanism and key fall down and Trixie picks it up as she heads inside. Once inside her wagon Trixie closes the door and locks it, she then levitates a small chain attached to the door and places the end of it inside a hole in the wall next to the door, preventing the door from being able to open fully.

Satisfied the door was secure, Trixie raises her hoof to light a lantern to the left of the door it’s dull light illuminates the small wagon, she then turns and observes her wagon’s interior, one wall being what would become the stage when it unfolded, with a curtain placed so no pony could look inside her wagon. the other wall has multiple rows of supplies and materials on shelves, these include things like ropes, hoops and balls. Various things she uses for her tricks, the bottom shelf holds her fireworks, though she can makes illusions the real things always more fun. But her supply is running low. The ceiling is of course wood but a soft red cloth drapes over it with a dip in the middle. In the far corner sits a metal chest that holds all her bits. The floor is a soft blue carpet.

“Home sweet home.” Trixie says with a small smile as she walks through her little home, happy that everything is as it should be. She lights her horn and the red cloth comes down from the ceiling, Trixie grabs the pillow from the center of it and places it on the carpet floor as she wraps the blanket around herself and lays down.

“May as well get some rest.” Trixie thinks outloud. “Wouldn’t want to be tired for Trixie’s next show... Whenever that is.” Trixie uses her magic to remove her hat and cape and hangs them from small hooks next to her rows of shelves

Trixie lays still and quiet, her eyes closed and breathing gently. Trixie’s ears perk as she hears a dull hum, slowly the hum begins to get louder and it’s pitch gets higher. Trixie’s eyes pop open, a red aura tinting them. Trixie’s breathing becomes faster as she slams her hooves over her ears, the once dull hum now becoming a terrible piercing sound. Trixie sits up and closes her eyes as the shrill high pitched sound causes her to try and cover her ears harder.

With some effort, Trixie turns her head and opens her eyes, the red aura spilling out darker than before. Trixie looks at the shelf adjacent to her, what few fireworks she currently has adorning the sturdy wood.

“Seven rockets in total, two with a spiral design wrapping around the whole thing, one long and slender intended for going high before detonating.” The shrill sound seems to lessen. “One twice the size of the rest, has never been used, decided payload was to dangerous. Last three are small, designed to spiral and curve, meant for flashy entrances. Should use those in Trixie’s next show.” As Trixie talks, she lowers her hoofs from her ears and the sound returns to a dull hum. “Trixie’s next show, probably will be in the village of Hoofton. It’s not far from Manehatten, known for it’s friendly populace. They could use some good entertainment.” Trixie sighs as the hum has completely vanished. She falls backwards back onto her pillow, her eyes and breathing are normal.

“Trixie didn’t have to deal with this when she actually had the stupid thing.” Trixie groans as she hits her forehooves against the floor rhythmically. “Think, think, think, think.” Trixie chants insistently, she sighs loudly and then stares straight up at the ceiling as she moves one forehoof over to the other one, with some precision she pinches one of the hairs on her leg.

“One...” Her hoof moves ever so slightly. “Two.....Three.....Four......Five......”

.......

“Three Hundred Twenty One..... Three Hundred.... Twenty Two....” Trixie mumbles out the next number as her eyes close shut and she drifts into a dreamless sleep.

When next Trixie opens her eyes she groggily lifts herself up and rubs her eyes with her hooves. She yawns as she levitates a hair brush from the top row of shelves and smooths out her bed head, she then adorns her signature look before levitating the blanket and pillow back up to hang on the ceiling. Satisfied with the position, Trixie begins stretching her body, her limbs feeling a little stiff. Trixie is roused from her stretches when she hears a loud knock come from the door of her wagon.

“Who would, oh it doesn’t matter.” Trixie muses to herself. “Just a Moment! Trixie will be right there!” Trixie calls to the pony outside, she straightens her hat and cape before unlocking the door.

“What do you want from Trixie?” She asks as she opens the door and steps outside. Trixie blinks in confusion as she observes who is actually standing there, it’s Sparkle’s Rainbow Maned friends, she has some kind of package inside a saddle bag on her side.

“Huh? What are you doing here?” Trixie asks with heavy confusion.

“I’m here to give you this.” Rainbow Dash says as she pulls a box from her saddle bag and hoofs it over to Trixie. Trixie looks at the box.

From: Carousel Boutique, Recipient:Bellatrix in Manehatten Trixie facehoofs as she reads the fake name she’d given to the fashion pony.

“Trixie thought if she used that name no pony would know it was her, she didn’t think about who would deliver it.” Trixie levitates the box and puts it into the top shelf inside her wagon.

“So why the Secrecy?” Rainbow inquires. “I doubt Rare wouldn’t have made the dress if she knew it was you.”

“Trixie does not like asking favors, or ponies knowing she did so.” Trixie explains as she turns toward her wagon with a huff.

“Are you really embarrassed about this?” Rainbow asks, Trixie doesn’t move her head.

“That is for Trixie to know and for you to not know.” Trixie responds. “A Little.”

"So, I'm guessing you're still in show business?" Rainbow asks her. Trixie looks at her in surprise "How's that going?"

"Um... Well, Trixie is doing fine." The showmare answers slowly. "Why do you care?" She really didn’t get it.

"Well, are you planning revenge on Twilight? Or have any evil amulets?" Trixie shakes her head. Slightly miffed she brought that up "And I'm sure Twilight wouldn't want me to fight you. So that just leaves being civil."

"Fair enough." Trixie shrugs. "And though it pains Trixie somewhat, She requests you thank Twilight for Trixie, Trixie has been trying to be a little more humble and It's actually been helping her business." Trixie feels almost physically ill saying that, but the truth is the truth. And she has done a good job getting rid of her animosity for the newly crowned Alicorn.

"Cool, cool." Rainbow says. "So why'd you want the dress anyway?" Trixie frowns a little at that question.

"That is Trixie's business, not yours." Trixie huffs. But she doesn’t dwell on it."Though it is good you brought it, Trixie had decided to leave town once her dress arrived."

"Where you headed off to?" Rainbow inquires.

"Trixie doesn't know yet, She figures she'll just head out and perform at any towns she comes across." Trixie fibs a little, no reason to tell Sparkle’s friends what she’s doing. Trixie's horn glows and her wagon moves, Parts of the wagon fold in and compress, making the vehicle smaller and more aerodynamic. Trixie had to save quite a lot of bits to get a wagon that can do that while keeping her valuables in tact."Trixie bids you farewell."

"Wait hold on!" Rainbow shouts before Trixie can head into the wagon, Trixie stops and tilts her head slightly backwards in interest. "I just thought of something."

“Oh this should be good.”

Rainbow grins at Trixie. "You're a performer right?" The question is rhetorical of course but Trixie nods anyway. "How would you like a job working on the biggest event coming up in Canterlot?"

“Now, what could she possibly know about that?” Trixie thinks to herself. “This could be some kind of trick. Would she do that? For what purpose?” Trixie then recalls the promise she’d made her mother the other night. “Alright mom.... Here is Trixie’s effort.”

"You have Trixie's attention." Trixie responds as she fully turns around.

"This guy, Hoity Toity, He's putting on this huge Fashion show. There are gonna be a lot of Ponies there." Rainbow explains. Trixie internally groans at the name drop. "My friend Rarity is the closer on the show, but she's having some trouble with the presentation-"

"Say no more." Trixie silences Rainbow by raising her hoof. "You wish for Trixie to assist your friend in her show?" Rainbow nods vigorously in response. "Trixie does not simply do favors you know."

“The nerve of this mare. Demanding favors from Trixie.”

"Well duh we'll pay you, I'll pay you by myself if you want." Rainbow assures Trixie. Trixie gets a little laugh out of that idea. "I just figured, it'd sorta be like putting on your show, except with a humongous crowd of ponies." Rainbow gestures with her hooves spread wide. That definitely interests Trixie.

"Trixie does have some new tricks she wants to try out." Trixie muses while rubbing her chin with a hoof,“This would be an excellent time to try Trixie’s hoof at some big illusions, If Trixie can master some complex ones and do them well, that will put her one step closer to complete mastery of illusion magic. Yes, this might be just what Trixie needs.” she then turns to Rainbow with a large smile. "Trixie has one simple condition."

"Name it."

"Trixie will have full creative control." Trixie states boldly. "All you and your friend will need to do is show Trixie what she is working with, Trixie will dazzle the audience on her own."

"Hey, that sounds fine to me." Rainbow shrugs. "Though you may want to run this by Rare before we settle anything."

"Very well." Trixie sighs. "In the interest of making bits Trixie will assist you, though she is very serious about that complete control thing." Trixie's horn glows as her wagon is surrounded in her aura. “Hopefully Trixie knows how to do this.” Moments later it begins floating off the ground and Trixie grins to herself, though the wagon doesn’t go very high. "Trixie's wagon is as light as a feather, she will get some rope from inside and you can pull the wagon and Trixie to Ponyville."

"Let's just hope this trip to Ponyville goes better than your other ones." Rainbow jokes, at those words Trixie stares crossly at the Pegasus trying to fry her brain with her mind, luckily Trixie’s eyes stay normal. "Sorry." Rainbow Dash says honestly

"Trixie has increased her bill." The Trixie huffs as she walks into her wagon. "Be careful or Trixie may become to expensive for you."

“Oh Jeez.” Trixie thinks as she holds her head, she’d made sure the Pegasus couldn’t see her before doing this. “Making the whole wagon float was harder than Trixie thought. She needs to practice weight altering spells more often and on heavier things.” With that resolution Trixie uses her magic to grab a rope and levitate it outside, she ties it around part of her wagon and around Rainbow’s stomach. After a few test flaps the Pegasus takes off and Trixie follows swiftly behind. “Oh good it actually worked.” Trixie sighs in relief as she takes a seat to relax.

As they fly Trixie notices the position of the sun, it’s in a similar position but a little higher than it was when she’d returned to her wagon yesterday. this would mean it’s slightly earlier than when she’d arrived home before.

“How long did Trixie sleep?” She wonders to herself.

Trixie sits there, not sure what to do. Maybe she could strike up a conversation with Rainbow Dash? No, that’d just be awkward. Honestly she couldn’t really think of anything at the moment, maybe she could just enjoy the peace and quiet of the flight.

Trixie’s breath gets caught in her throat as she hears a dull hum, Rainbow continues flying, not hearing anything. Trixie brings one forehoof over to her other one.

“One......Two......Three.......Four........Five......”