Once More, With Feeling

by Earl Grey

Rating: everyone
Tags: Romance, Octavia, Rarity, Slice of Life, Sweetie Belle, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 10658

Octavia seeks out Rarity in order to commision uniforms for her ensemble.

Octavia is pointed in the direction of Carousel Boutique by a respected colleague. She intends to commision matching uniforms on behalf of her ensemble leader, the esteemed Frederic Horseshoepin. Octavia has misgivings however, when informed that the boutique in question is in Ponyville, a backwater farming town.

Can the proprietor of Carousel Boutique prove to the Canterlot mare that she has what it takes?

Published 2012-07-21 09:54:02 UTC
Last updated 2012-07-21 09:54:02 UTC

Once More, With Feeling

“Welcome to Carousel Boutique, where every garment is chic, unique and magnifique!”

As soon as Octavia heard the cheerful, slightly accented greeting, she knew she had come to the right place. She had never paid much attention to the tiny town of Ponyville. It was a farming community, and farming had never been high on Octavia's list of things to pay attention to. Her mind had been changed however when she was pointed in the direction of this very shop by the leader of an orchestra from Trottingham.

The orchestra had commissioned twenty robes for the musicians to wear whilst performing. The effect was something to behold, it really made it seem as if the orchestra was one cohesive unit working in perfect synchronisation.

That's why Octavia stood in the small dressmakers shop in Ponyville. Frederic had become enamoured with the idea of matching uniforms, so much so that he insisted she find out where the Trottingham orchestra had obtained the robes and commission some for their ensemble. Why Frederic couldn't do it himself, she had no idea. Frederic was in charge though, so she had no room to complain... at least to his face.

“You are Miss Rarity, correct?”

The white unicorn looked pleasantly surprised at her inquiry. Indeed, she was taken aback for a few seconds before a controlled yet manic smile returned to her lips. “Of course. Rarity, designer of fabulous couture at your service.” She gave a polite bow.

“Then I'm in the right place. Baton Rouge said this was a charming little shop and it seems I agree.” Octavia shivered slightly, shutting the shop door behind her with a gentle tap of her rear leg. The grey earth pony unwrapped a lavender scarf from around her neck, revealing a small collar and a pale pink bow-tie. She casually stepped further into the shop, looking at the various pieces of clothing on display.

“Did you just say Baton Rouge? The famous conductor of the Trottingham Orchestra?”

Octavia turned from a particularly fancy looking garment and faced the unicorn with a nonchalant smile on her face. “Why yes, he's a friend. I actually used to work with him before I was offered another position in Canterlot. He told me you created the brilliant robes they wear on stage.”

“I certainly remember that order.” Rarity laughed nervously as her mind involuntarily flashed back to that night, that long night of non-stop work to get all of the robes finished in time. “I'm glad he likes them. Are you interested in something similar, perhaps?”

“That's why I've been sent here. Frederic, our ensemble leader, says that uniformity would behoove us. I imagine it would give us a certain je ne sais quoi, non?” Octavia wore a smug smile on her face, she was confident that the unicorn would understand her meaning, but it always felt good to stretch one's linguistic talents every now and then.

Rarity looked impressed, in fact she was positively gleeful. “It's not often I get such high class customers like yourself. I'd love to design your ensemble some fabulous uniforms, do you have anything specific to request? Colour, style, accessories?”

Octavia shook her dark mane out of her eyes, smiling as she noticed a door leading beyond the shop floor. “Frederic had a lot of ideas. I don't suppose we can discuss this further over tea perhaps, my journey was long and I am quite parched.”

“It's no problem at all, ah-”

“Octavia,” the grey mare supplied.

“Miss Octavia.” Rarity smiled politely. “Just pass through that door in the back, the kitchen isn't too far down the corridor. I'll just close the store and be with you shortly.” She trotted off towards the front door, levitating the open sign with her magic and switching it to closed.

The grey earth pony had already left the shop floor through the door Rarity had pointed out. She found the kitchen easily and sat down at the table. It wasn't long before the unicorn filed into the kitchen, a giddy bounce in her stride. “Any preferences for your tea, Miss Octavia?” she asked, opening a cupboard with various boxes of tea inside.

“Earl Grey, if you have it.”

“You have fine taste, darling. It's a personal favourite of mine.” Rarity grabbed an open box with her magic and brought it down onto the worktop. Rarity's horn alighted again and the kettle began slowly filling itself with fresh water before coming to rest on the hob.

As Octavia watched on, she felt a tiny tinge of jealousy at the ease the unicorn went about this task. It was common for an earth pony like herself to feel this way once every now and then, but as a musician, it had affected Octavia more than most ponies. Magic allowed for a particular type of dexterity lusted after by musicians, one that was difficult, but not impossible, to replicate. Being an earth pony musician also brought with it an invisible stigma; being thought of as less skilled than a unicorn on the same instrument.

At that particular sour thought, Octavia turned her head away from the busy unicorn and towards a nearby wall decorated with framed photographs. The grey mare could easily recognise Rarity in many of the the pictures. She seemed to be with her friends in the majority of them and five particular ponies were more common than any others. One of the photographs stood out however, it was Canterlot Castle with Rarity and her friends in the foreground, each of them dressed in stunning formal attire.

“When was this photograph taken?” she asked, interrupting the unicorn as she watched over the kettle.

“Which one?” Rarity turned the heat down under the kettle and walked over to the small dining table where Octavia had seated herself. “Oh, that one. That was after the Grand Galloping Gala, it wasn't exactly the best of nights, but as a group we were able to make the most of it.”

Octavia raised an eyebrow, she was visibly taken aback. “How did you get six tickets to the Gala? I was only able to attend because I was playing in the gala band.”

Rarity took this opportunity to put on a gloating smile. “One of my close, personal friends is the student of Princess Celestia herself. She gave them to us for being such good friends.”

“Would that friend be the purple one? I thought I recognised her.”

“Twilight Sparkle, yes. Was she somewhat famous back in Canterlot?” Rarity took a seat at the table, her curiosity about her friends past driving the kettle out of her mind for the time being.

Octavia turned from the photograph and looked towards the white unicorn. She was leaning forwards and her ears were folded to the front, ready to listen intently. “I wouldn't say she was famous. When I moved to Canterlot from Trottingham, I didn't hear anything about her until I played my first concert at the Royal Hall. She was sat with the Princess and looked like she'd rather be somewhere else. Quite rude if you ask me.”

Rarity giggled slightly. “I imagine Twilight thought that your show was a distraction from her studies. She was apparently so reclusive that the Princess actually had to force her to make friends under the guise of overseeing the Summer Sun Festival. Even now there could be times where you wouldn't see her for days on end.”

“No wonder she never looked happy. I can't say that I've seen the Princess that many times, but in my profession, one tends to run across her more times than usual. Every time I saw your friend with the Princess, she would have this dark look about her and she was always scowling. I could never see why the Princess took a liking to her.”

“I think you might be judging her a little too harshly. Twilight has always been an independent mare, but back then she lived in a bubble, she didn't think about anything outside of her own little world. She's a wonderful individual when you get to know her.”

Octavia sat back, her eyes a little wider. “Don't get me wrong, I don't mean any offence by it, as you said, I'm sure she's a lovely pony at heart, but she was closed off. She didn't look like she wanted to leave her comfort zone.”

“I imagine you're right about that.” Rarity looked away, her gaze towards the large window on the side wall of the kitchen. Octavia followed her gaze and found that she was staring at a huge tree that had been converted into a dwelling of some kind.

A high-pitched whistle broke the silence.

“It seems the kettle has boiled, Miss Rarity.”

It took a moment or two, but the unicorn pried her eyes away from the window with a gasp. “Of course. So sorry for zoning out on you, I'll sort the tea out and we'll discuss business.” She smiled a little bigger than necessary and began rushing to get everything done.

Octavia could tell that the unicorn had obviously become flustered, but why was a mystery. Was it the story about Twilight Sparkle? Octavia took another look at the tree dwelling that Rarity had been staring at, squinting her eyes, she could make out a library sign outside of it. So it was a library. Rarity had said that Twilight Sparkle was studious, it would make sense for someone like that to own or work at a library.

If she was being perfectly honest, Octavia had always seen the Princess' student as a pitiable figure. The grey mare had no idea what went on behind closed doors at Canterlot Castle, but the fact that Twilight Sparkle was reputed to hardly ever leave the place was enough to say something about her life. She lived and breathed service to the Princess, there was no other way of describing it. Octavia couldn't dream of living like that; offering oneself to another in such a capacity.

“Tea is served!” Rarity had returned. The unicorn was still smiling nervously, but she calmed down considerably as she took a sip of her tea. Octavia mirrored her, taking a sip of her own and feeling the pleasant warmth flow throughout her.

“That's the ticket.”

“I'm glad you enjoy it. It's not often I get to drink tea with my friends, the only other who will indulge me is... never mind, it's not important. So you wanted some matching uniforms for your ensemble, correct?”

Octavia chose to tactfully ignore the former part of the unicorns reply and latch onto the latter. “Yes, the uniforms. Frederic insisted that the design be simple, yet elegant. He wants the colour to be eye-catching, yet dignified. Mostly however, he wants the ensemble's insignia somewhere on it. He gave me a scrap of fabric with the design, hold on.” The earth pony began fiddling with the scarf slung loosely around her neck. After a few seconds, she pulled out a small piece of black cloth. “I tucked it into my collar so I wouldn't lose it.”

Rarity took the fabric with her magic and began examining it. “Shouldn't be that hard to replicate.”

“Sorry about being rather vague, Frederic had an idea of what he wanted, but he wasn't exactly very specific about it. I imagine he hoped you would work your magic, if you'll forgive my turn of phrase.”

The unicorn stayed silent for a few seconds, most likely running through designs in her mind. “I have something that might work, although I'll need a little time to experiment with it, I dare say it won't take me too long to figure something out. You and your ensemble will be looking fabulous in no time at all.”

“How much can we be expected to pay for this?” Octavia asked, bracing herself for the inevitable astronomical fee that designers often charge.

“It, of course, all depends on the fabric used, intricacies of the design and a multitude of other factors. We'll discuss payment once I've got a better idea of what I'm going to make for you. I can assure you the prices will be beyond reasonable however.”

Octavia chuckled, shaking her head. “I'll be the judge of that. I've seen the prices offered in some of the Canterlot boutiques, I could keep my larder stocked for a month with just one of those dresses.”

“As you may have noticed, this isn't Canterlot.” Rarity gave the grey earth pony a sly wink. “All ponies deserve to be fashionable, it shouldn't be limited to just the elite. This is why all of my clothing is custom fitted.”

“An admirable stance, yet I hardly believe it's the most advantageous when it comes to your monthly earnings.”

Rarity sighed. “More bits in my safe would undoubtedly erase many stresses in my life, but I cannot in good conscience fleece my fellow ponies for a little extra comfort.”

Octavia smiled warmly. “As I've said, very admirable. I never thought there would come a day in my life whereupon I would be applauding the generosity of a fashion designer. Lo and behold, that day has arrived.” The grey mare put her front hooves together in respect.

“You're being too kind.” The unicorn's cheeks began to redden and a nervous laugh escaped from her lips. “I'm just doing what I can to make the world a more beautiful place. I imagine you do the same with your music.”

“My music?” She laughed harshly. “Most of the time, the pieces I play are lost to the din of my colleagues. I'm an 'accompaniment' to the rhythm.” There was a small bit of disdain in the earth ponies voice. The bitterness was enough to cause Rarity to gasp audibly.

“Surely it can't be that bad, music is a shared experience after all. If it weren't for your contribution, the song wouldn't feel right, it would be empty. It would be like an outfit without matching shoes- incomplete.”

Octavia took a deep sip from her cup, the tea calmed her annoyance slightly, but the bitterness still remained. “The cello is a versatile instrument capable of evoking so many varying emotions, yet Frederic doesn't see that. He believes that the piano is the centrepiece, that we must revolve around him. Whilst he performs his solo pieces and amazes the crowd, the others and I have to play flat melodies so as not to 'get in the way.' I know I shouldn't speak ill of a colleague, but sometimes it's just healthy to get these things off of your chest.”

Rarity wore an understanding smile and reached a hoof across the table, laying it on the grey mare's foreleg. “It's perfectly fine, darling. We all need to vent every now and then, keeping things bottled up just makes it worse.”

The earth pony breathed deeply, the brief moment of silent clarity was enough to clear her head. “Thank you, Rarity. I shan't intrude upon your hospitality for much longer, I'm needed in Canterlot by days end.”

“Oh.” By looking at her face, Octavia could sense that this news was disappointing to the unicorn. Being truthful, Octavia was less than enthusiastic to be leaving as well, it had been surprisingly fun talking with the fashionista. “Well, I wouldn't want to keep you from your duties.”

“I have a day off on Thursday, perhaps I could call again and see how much progress you've made?” Octavia asked her veiled question rather quickly, trying to salvage the end of the conversation. She smiled when she saw Rarity's face light up.

“That would be lovely, I'm certain I will have the final designs drawn out by then.”

“Rarity!”

Both mares turned to the kitchen door, someone with a rather high-pitched voice was calling Rarity's name. The unicorn apparently recognised who it was immediately, she looked over at Octavia and gave her a tired smile. “It's my sister,” she mouthed.

The kitchen door flew open and a young filly strolled in. She was white like her sister, but the purple in her mane was much lighter. She was wearing a set of saddlebags that looked far too big for her, but she didn't seem to mind it. “Rarity, mum said-” She cut off when she noticed Octavia standing there.

Luckily, Rarity was quick to pick up the conversation. “Sweetie Belle, this is Octavia. She's a client of mine, a Canterlot musician who has played for the Princess herself.”

“It was nothing, really.” Octavia laughed nervously at the compliment, she was a modest mare at heart.

Sweetie Belle smiled politely and nodded in greeting before turning back to her sister. “Mum said you need to fix my dress, it has a big rip in it and the school dance is coming up soon.”

“Why couldn't Mother do it herself?”

“You know Mum can't sew. You're the best at sewing though, so she told me to ask you.” Octavia watched the conversation from the sidelines, chuckling slightly at the filly's use of flattery to twist her sisters hoof.

Rarity's shoulders sagged and she let out a sigh. “Okay, Sweetie Belle, give me the dress. I'm rather busy though so don't expect me to prioritise this over more important clients.”

“She's not a client, Rarity, she's your sister.” Octavia stepped in. “The ensemble and I don't have a performance for a few weeks yet, we can wait.”

“If you really don't mind,” Rarity glanced over at the earth pony, who shook her head. “I'll have it done by the end of the day, Sweetie Belle. I'll bring it over to our parents house when I'm finished.”

Sweetie Belle jumped up and gave Rarity a hug. “You're the best sister ever!” Octavia smiled warmly at this scene and felt another twinge of jealousy, only this time because she had never known a sisters love. It was heart-warming to witness at least. Octavia was about to say goodbye again and leave before she intruded on another intimate family moment, but the filly's big eyes met hers and she stopped.

“You're a musician?” Sweetie Belle asked, her face alight with curiosity.

Octavia glanced momentarily at Rarity only to see that the fashionista was as confused as she was. “Yes I am, I belong to a small ensemble in Canterlot. Ponies hire us for high society events and we provide an enjoyable soundtrack to the festivities.”

“So what instrument do you play?”

“I play the cello primarily, but I am proficient in various other string instruments.” Octavia looked towards the unicorn filly, it was clear that she was having trouble picturing a cello in her head. The grey mare found her seat at the table and mimed holding a cello. “It's a large instrument, almost as tall as I am. With a wide wooden body and a long neck, you rest it on a pin at the bottom which allows you to have some control over how it moves. You use a bow to vibrate the strings which create the sounds.” She began moving her hoof through the air before her as though playing the cello.

“Would I be able to learn how to play the cello?”

“One as young as yourself? You'd find it incredibly difficult, the cello is just far too big for most fillies, even some mares. I found that working my way up to a cello helped me more than just going straight for it. My first instrument was a violin, they're much smaller and much easier to handle, especially if you're young.”

“Do you think you could teach me how to play an instrument?”

“Sweetie Belle, you've never expressed an interest in music before.” Rarity jumped into the conversation, airing her surprise.

The unicorn filly turned to her sister. “I like music and I'm willing to try anything to get my cutie mark.”

Rarity sighed loudly. “This again? How many times do I have to tell you, be patient and it will come in time.”

“I wouldn't mind giving her some lessons if it's okay with you and your parents. Anything to repay your generosity, Rarity.”

“I honestly wouldn't mind,” Rarity looked at her sister and seemed to be scrutinising her. “If our parents say yes then I don't see why it would be a problem. I'm just not sure why she's so interested all of a sudden.”

“Children are fickle, Rarity, you just have to hope that one of their passing fancies sticks with them. I wanted to be a librarian before I discovered music.” Octavia smiled politely before heading over to the kitchen door. “As I said, I'll be back on Thursday and if Sweetie Belle wants to start her lessons, I'll do so then. I really must leave though, it's been fun.”

“I'll walk you to the door, I need to reopen the shop anyway.” The unicorn followed Octavia through the corridors and back onto the shop floor. She opened the front door with her magic and waited patiently as the earth pony wrapped the scarf around her neck again. “It's honestly been a pleasure chatting with you today, Octavia. I look forward to your next visit, I promise to have made some significant progress by then.”

Octavia had no more words to say, so she contented herself with a smile as she left Carousel Boutique. Her visit was definitely not what she had expected from a small town dressmakers shop. It had taken some convincing from Baton Rouge for Octavia to actually believe that the stylish robes had come from here. Now however, after having met the mare in charge, and after seeing her designs up close, there wasn't a doubt in her mind that the unicorn could produce something beautiful.

It was a long road back to Canterlot, but she had the warmth of tea in her belly and a new bounce in her step.

==

It was Thursday.

It had been a few days since Octavia's last visit to Ponyville. In that time she had briefed Frederic on her findings at the dressmakers shop, practised with the ensemble twice and attended an opera. Here she was again however, stood in front of that same dressmakers shop, an unusual smile on her face and a large cello case slung over her back.

Most ponies wouldn't find it unusual to smile at the prospect of visiting an acquaintance to continue a burgeoning relationship into the realms of friendship. Most ponies however, aren't Octavia, and Octavia was an entirely serious mare. The earth pony appreciated the finer things in life and her approval would be met with a firm nod or even the tiniest of smirks. A smile though, she had never before found anything worth truly smiling about.

“Octavia, hello!” Rarity's silken voice snapped the grey mare from her reverie, although the unusual smile persisted. The unicorn stood framed in her doorway, a length of cloth strewn around her neck and a pair of red, designer glasses perched on her nose. Rarity waved for her to come in.

The earth pony came back to her senses, but so did the winter chill in the air. She shivered slightly before walking towards the shop, hoping that it was warm inside.

It was clear that the unicorn had tidied in anticipation of her arrival, everything was as it should be and not to mention sparkling with cleanliness. Or perhaps that was just how she was- a very tidy individual.

“The designs are upstairs in my workroom, let me just close the shop and I'll show you through.”

Octavia followed Rarity into a fairly large room with various dress horses, a wide desktop to work on and shelves lined with various styles of cloth and thread. She could see a few of the dress horses had unfinished, varying designs on them; perhaps prototypes of her final design. She put her bag down in a corner of the room and began looking at the designs.

“You've probably noticed the templates. I find it easier if I have a vague idea of what the completed article looks like, you can only go so far with a sketch. Would you like to look at my sketches and see if any catch your eye?”

“I wouldn't want to force you into doing something you don't approve of, I think it's best if I leave it all up to you.”

“Nonsense.” Rarity smiled in a well-meaning manner. “If I know what you like, I can narrow down my decisions much more easily.” The unicorn began a slow walk over to her desk, where a number of papers had been strewn about.

The grey earth pony walked up next to Rarity, marvelling at the sheer amount of things the unicorn had done.

“These are just some preliminary sketches of course, you don't have to pick from these if you don't want to.”

“Wow, they're are all great.” Octavia wasn't just being polite, she could tell that Rarity was a gifted artist and of course her sense of style was spot on. Octavia, and by extension her ensemble, would most likely be happy wearing any of these designs.

Rarity scoffed. “Surely you must be joking! The hemline on this one is completely off, what was I thinking? The colours on this one just won't work with your coat colour and that one... I don't even want to talk about that one.” She shuddered and turned away, taking the offending sketches with her. They were promptly dumped into the waste paper basket.

Octavia wanted to complain, to say that the designs were perfectly reasonable, but then she remembered that she wasn't a fashion designer. She wasn't in the right position to be saying things like that. She imagined that, were their roles reversed and Rarity had asked for a composition, she would act rather like the unicorn was. She perused the sketches again and found one that looked a lot like something on one of the dress horses. Looking around, Octavia found it in the corner.

She walked over to it whilst Rarity was still fiddling with something, her back turned. It was a simple royal purple cape with the ensembles insignia in the corner. It wasn't fancy, it wasn't extravagant, yet Octavia loved it. It was simple in all senses of the word, but the way it looked on the dress horse was exactly what she had wanted. Screw Frederic, Octavia wanted this and she would have it whether Frederic would agree or not.

“Rarity, what about this cape?”

The unicorn was busy sorting her notes and sketches, but when she turned around to look at what Octavia was referring to, she dropped everything. “That's not supposed to be a cape, it's just some spare fabric.”

Octavia raised an eyebrow, but stayed casual. “Either way, I like how it looks. I wouldn't mind wearing this.”

“Are you sure? You don't want anything with a little more flair... or variation?”

Octavia's lip curled into a confident smirk. “Let me try it on before you say that.”

“If you insist, but I couldn't possibly credit myself with the design... because there simply isn't one.” Rarity grabbed the cape in her magic and floated it off of the dress horse. With a quick motion, she draped it carefully over the grey mare's body, tying it at the neck.

Octavia turned and walked a few paces up and down the room, her head turned up imperiously. “How do I look?”

“The colour looks good on you. It matches your eyes.”

“Even you must know that sometimes simplicity can produce greater results than a more complicated design.”

Rarity laughed quietly, following the grey mare around the room with her eyes, taking in the length of the 'cape' and how it seemed to drag along the floor on the left side. “Music and fashion aren't so different when you get down to it, are they? Even if this is the design you want, you absolutely must let me spruce it up a little, clean up the edges, sort out the measurements and maybe add a stylish clasp around the neck?”

The grey mare smiled genially. “I don't see any problem with that. Ah, about the measurements. I don't think I'd be able to bring all of my band-mates down to Ponyville to get measured, so I'll ask them to do it in a local Canterlot boutique and I'll bring the numbers by in a few days. Even Frederic can't argue with that, this is his idea after all.”

“I trust the Canterlot boutiques when it comes to measurements, so I think I can let it slide, if just this one time.” Rarity laughed, ruining the mock serious tone she had been going for. “Now that we have all of that sorted out, why don't you show me just what you have in your bag there.”

Octavia looked over her shoulder, to the place where she had put her bag earlier. “Ah yes, I thought I would bring it in case your parents gave your sister permission to study under me. I was going to give a little demonstration.”

Rarity took another look at the bag and then back at Octavia, her eyes wide. “How in Equestria do you carry that around? It looks far too heavy for someone like you to lift.”

The earth pony wore a smug smile. Years of practising with, playing and carrying it had given the earth pony a strong back that would rival local farmers. “I get that a lot, and I will say that it was hard at first. You get used to the weight though. I'll show you what it looks like, shall I?”

When she unzipped the bag, Rarity, whose curiosity had made her follow closely behind, got a look at Octavia's prized instrument. It looked freshly cleaned and shined even in the shadowy environment, almost glowing like a jewel.

With that single glimpse, Rarity knew that she had to witness the grey mare playing with it.

“It's so beautiful,” the unicorn said breathlessly.

“Isn't it? Would you like to touch it, Rarity?”

“Are you sure you don't mind?”

“I only ask that you be delicate.”

“I wouldn't dream of handling such a treasure with unneeded force.”

Just as Octavia reached down to pick the cello up, a voice from the window interrupted them. Rarity recognised the voice, it belonged to a certain polychromatic pegasus pony whose silhouette could be seen peeking through a gap in the blinds.

Rarity excused herself for a moment, stormed over to the window, pulled the blinds up and swung the window wide open. “What do you think you are doing, Rainbow Dash? Does privacy mean nothing to you?”

The pegasus in question harrumphed, feeling that the allegations levied against her were slanderous in nature, at least that was how Rarity described the look currently on her face. “I heard voices coming from in here and they sounded... kinda suspicious, so I thought I'd check it out.”

“What in Equestria do you mean, 'suspicious'?” Rarity said, aghast.

“Oh, I don't know... 'Would you like to touch it, Rarity' … 'I only ask that you be delicate' … I, er, thought maybe that... you know.” Rainbow Dash danced around saying what really going through her mind, especially now she knew that such acts most certainly weren't taking place.

Rarity stared confused for a few seconds, but her mind slowly clicked the pieces into place. “You gutter-minded, crass, crude, perverted...” the unicorn swatted the air on each word, punctuating her shock with easily dodged blows. “What possessed you to fly by my window anyway, much less cause you to stop so close you can hear voices?”

“Your sister asked me to see if you were in, the shop's closed and she wanted to talk to you.” It was Rainbow Dash's turn to be shocked by the unicorns words.

Rarity stuck her head out of the window and looked at the front of the store, Sweetie Belle was jumping up and down impatiently outside. When the filly noticed her sister, she waved and flashed a big grin. Rarity turned back to the pegasus. “Unless you have some clothing for me to repair or an order to place, don't you have anywhere else to be, Rainbow Dash?”

“I suppose I do. See you around, Rare.” The pegasus took off, quick as a flash and had disappeared into the sky before Rarity had even shut her window.

“Friend of yours?” Octavia asked, her eyebrow raised.

Rarity half laughed and half sighed. “Yes she is. Rainbow Dash is a weather pony who likes flying and apparently she also likes snooping. She also saved my life once, but that's a story for another day however. I'm sure she'd love to tell you herself.”

“And your sister? Is she-” Octavia started, only to be interrupted by the unicorn.

“Yes, I imagine so. Sweetie Belle can be an impetuous little scamp, but you have to admire her spirit. She was probably more excited about your visit than I w-” Rarity stopped mid sentence and indeed had stopped walking altogether. “Excited to show you the designs I had drawn up of course.” Rarity laughed a little louder than was necessary. She smiled and excused herself once more, heading down towards the front of the store where Sweetie Belle was waiting.

Whilst Octavia waited for Rarity to come back, she took a look at the other designs that Rarity had made prototypes of. None of them jumped out at her like the purple one had done, but they were still rather nice. 'I wonder if Rarity will recycle the designs into some of her later work, or will she just get rid of them? That would definitely be a shame.'

The sound of voices coming up the stairs drew her eyes to the door of the workroom and sure enough, Rarity appeared, flanked by her little sister. Sweetie Belle's eyes were almost watering cheerfully when she saw Octavia. Rarity rolled her eyes and chuckled, waving for Octavia to come over.

“They said I could do the lessons!” Sweetie Belle shouted, her voice cracking horribly.

Rarity shot her sister a scathing look. “Sweetie Belle, one does not simply shout things upon entering a room. Such behaviour is very unbecoming of a lady.”

The unicorn filly looked as if she didn't even hear her sister. The smile on her face didn't look likely to go any time soon. Rarity merely sighed and turned back to Octavia.

“Now that I know what you want with the design, we can move to somewhere a little more comfortable. Perhaps we can discuss a schedule for Sweetie Belle's lessons.”

--

In a quiet corner of Rarity's home, she and her sister sat and watched as their grey earth pony guest stood on her hind legs to balance the immense cello. Together they formed a tripod, working with each other to stay upright.

Octavia's legs were spread wide and she leaned forwards slightly. Her instrument was leaning back against her and resting casually on her shoulder. The grey mare raised her right foreleg, displaying an elaborate white cuff to which her bow was attached. She slowly lowered it to the bridge and played a simple, extended note.

“One of the first things you need to know if you wish to play an instrument... is your instrument itself.” Octavia raised her right foreleg and pointed her bow at Sweetie Belle and Rarity. They both flinched slightly, scooting back on the bed. The grey mare had chosen to stage her first lesson in Rarity's bedroom because she insisted that it had the best acoustics in the house. So when she announced this simple fact and pointed her bow, her stern tone of voice coupled with the intensity in her eyes had an intimidating effect.

“Every musical instrument is unique. I highly doubt I could perform half as well on another's instrument.”

Rarity raise a perfectly plucked eyebrow. “Surely your skill on the cello is more transferable between instruments than that.”

Octavia narrowed her eyes. “Tell me, Rarity. How long does it take to travel to your friend Twilight's Library from here?”

“Barely five minutes.” The unicorn answered immediately.

“And how long to get to the charming pâtisserie I saw at the edge of town?” Octavia asked just as quickly.

Rarity hesitated. “I- I wouldn't know. If I ever crave pastries I go to Sugar Cube Corner where Pinkie Pie works. I don't believe I've ever been to that store.”

Octavia grinned, a happy confidence was written all over her face. “This is exactly my point. You could confidently leave your home and travel to the Library without a seconds thought, you would trace a well worn path through town until you arrived. Should you yearn for pastries from the store at the edge of town, however, you would stumble around town looking but not knowing where it was you were going. Perhaps you would orient yourself for a while or ask for directions and you would get there eventually, but the trip wouldn't be as smooth as the one to the Library.”

Rarity's mouth hung open for a few seconds before she realised that she was doing it and promptly closed it. She took a deep breath and sighed resignedly. “I suppose you have a point. I may know the town and various routes through town, but I'm accustomed to some more than others. On the same token, you may have skill with your cello but what you're saying is that your skill is coupled with a familiarity with your instrument.”

“A very succinct summary,” Octavia replied, bowing slightly.

Sweetie Belle looked from her sister to Octavia, a confused expression on her face. “What's this about pastries?”

Rarity looked to her sister and smiled warmly. “We were just discussing a metaphor.”

“All you need to take from this conversation, Sweetie Belle, is that a familiarity of your instrument is key.” Octavia drew all eyes to her again. “At the moment, I have nothing with me for you to practice with, so advice like this is all I can give you. Of course you'll never be able to learn without hooves-on experience, but we can get to that when we have more time to prepare later.”

The unicorn filly looked slightly sad at this news, something that Octavia was quick to notice.

“Now that I know we're okay to go ahead with the lessons, I promise to bring something for you to try out next time I visit.” Octavia seemed content seeing the smile return to Sweetie Belle's face. It was refreshing to have an eager young mind studying under her. “Not everything I will teach you will relate specifically to playing an instrument either, you will need to know why I am teaching you these things and how music itself works. It will be daunting, I'm not going to sugar-coat that fact, but playing an instrument is a rewarding experience.”

Sweetie Belle swallowed the lump in her throat. This was part of being a member of the Cutie Mark Crusaders after all. It'd be a disservice to her friends if she tried to back out now.

==

“That's fantastic, Sweetie Belle. Once you've mastered the levitation spell, you'll be playing like a professional in no time at all.”

The young filly's face shone at her teacher's praise. Octavia had meant every word of it as well, Sweetie Belle was a naturally gifted musician, if a bit weak magically. If they kept at their lessons, Octavia wouldn't be surprised if the young unicorn got her cutie mark within a few weeks.

The earth pony excused herself from the room, leaving the filly with instructions to continue her magical exercises. Octavia closed the door softly and turned to leave, but was surprised to see Rarity waiting nearby.

“I couldn't resist listening in, but I was surprised to hear that my sisters attempts weren't too bad. I know it's quite bad of me to say something like that, but I've watched my sister try so many different things to earn her cutie mark and almost all of them end up in a mess.” Octavia noticed the fashion designer roll her eyes at this point. “A mess that Mother always tries to get me to clean up. You'd swear I was Sweetie Belle's mother the way that mare acts sometimes.”

Octavia was still riding off of the high that teaching Sweetie Belle had given her, so she broke out into a smile and laid a comforting hoof across the unicorn's withers. “Sweetie Belle is so lucky to have a sister like you. I'm an only foal, so you have no idea how jealous I am of your relationship with your sister.” It was something she would never usually admit. Octavia was the kind of pony to bottle her emotions and let very few of them loose.

Rarity laughed for a few seconds, catching Octavia off guard. “If you like her so much, then you can have her!” The unicorn wiped away a tear that had formed in her eye, her smile not fading. “No, I shouldn't say things like that, Sweetie Belle can be a little scamp at times, but I wouldn't trade her for anything. I suppose there are advantages and disadvantages to both being an only foal and having a sibling. I'm certainly jealous of how much time you can have for yourself.”

“I suppose you're right.” Octavia looked away for a moment, taking a pause in the conversation. “Free time isn't all it's cracked up to be, you know. I don't know what to do with myself half the time.”

“When life gives you lemons, huh?” Rarity replied.

“Excuse me? Lemons?” Octavia had a mystified look on her face.

“You've never...” Rarity soon found herself imitating Octavia. “It's a rather common saying. 'When life gives you lemons, make lemonade.' It's about making the best of the situation that you're in and trying to look on the bright side.”

“I'd rather use the lemons to make tea. Adding a dash of citrus to your cup can really enhance the flavour, you know.”

Rarity chuckled and nodded her head in the direction of the staircase, “Speaking of tea, shall I prepare you a cup before you leave for Canterlot?”

“Oh Rarity, you know how much I love your tea, but I can't. My room-mate seemed intent on proving that modern art is just a bunch of random splotches and squiggles, so I have to go home and stop her from destroying something. Or worse... proving herself right.” Octavia shuddered at the thought.

“But of course, Octavia. If you have to leave, I completely understand. Oh, but before you go I have to tell you that I've almost finished with the cloaks you ordered. They just need a few last minute adjustments and they'll be done.”

Octavia grinned at the news. “I can't thank you enough, Rarity. I'll make sure to inform Frederic when I get back to Canterlot.”

“It was nothing at all. After you gave me those thorough measurements to work off of, it was simple enough to do. Although, I personally find it much easier to complete my designs when I have the pony around to model for me.” Rarity turned away for a moment, looking as if she were about to walk the opposite way down the corridor, but she turned her head back at the last moment. “I feel more confident in the measurements when I can press my tape measure against a pony's coat.” Her eyes dazzled and a mysterious smirk played around her lips.

There was a heavy silence between them for a few seconds, one that felt like it took an eternity to end. “Ta-ta for now, Octavia,” Rarity said, her voice casual and cheery.

Octavia, on the other hoof, felt as though she had a ball in her throat. She swallowed it and shook her head once, walking down the stairs at the end of the corridor and finding her way out of the shop as though in a haze.

With the cold winter air nipping at her hooves, her thoughts got back to focusing on the journey home. Although Octavia was sure that the train ride between Ponyville and Canterlot would give her a lot of time to think about Rarity's parting words.

--

It was exactly one week later, Rarity had finished up work on the cloaks for the ensemble and Octavia had reported their immediate success amongst her colleagues. Despite all of that though, it was her music lessons with Sweetie Belle that made her the happiest. Some days she would look at her eager pupil and see herself reflected in the fillies eyes.

They say that there is no greater pleasure than teaching. After a few weeks with Sweetie Belle, Octavia was finding herself agreeing with that.

When she wasn't working and when she wasn't helping Sweetie Belle, Octavia spent her time socialising with Rarity. The unicorn was fond of relaxing in the spa, browsing local stores for knick-knacks and curios, but most of all, she loved spending time with her friends. She took great pleasure in introducing Octavia to each one of them separately and, of course, when Pinkie Pie found out about her, a party was inevitable.

The “Welcome, Rarity's New Super Duper Friend!” party was one Octavia wasn't likely to forget any time soon. The only parties she had attended were stuffy formal affairs full of ponies who were too busy networking to actually realise they were supposed to be celebrating something. This party was the complete opposite, everyone was having fun, laughing, dancing and enjoying the party food.

Nothing could wipe the smile off of Octavia's face. The music playing over the speakers was upbeat and perfect for dancing, it was quiet enough that you could easily hold a conversation but loud enough that everyone could hear and enjoy it. The air even smelled nice, Octavia had expected a room full of dancing ponies to get a little funky after a while, and not in the good way. With Sugar Cube Corner being a bakery however, the air smelled of freshly baked cookies and cakes, which only served to make her hungry for sugary snacks.

Every now and then, Pinkie Pie would appear out of the crowd, her curly mane bobbing up and down with her barely contained excitement. The party pony would ask if she was having fun and offer her some food and a glass of punch before disappearing into the crowd of ponies again.

As a song ended, the crowd around the dance floor thinned, allowing Octavia a good view of the room. The first thing that jumped out at her was a lavender mare sat alone in a quiet corner, she was slowly sipping a glass of punch and seemed to be watching the other ponies. Rarity had introduced Octavia to Twilight Sparkle the other day, it wasn't a long visit, but it had been enough to show her that the unicorn was as nice as Rarity insisted she was.

She was an intriguing individual, personal student of the Princess one day and small town librarian the next, just what had happened to the unicorn to bring about such a change? Octavia decided that she couldn't exactly glean this answer by merely staring at her from across a crowded room. So, before their eyes met and somepony got the wrong idea, Octavia decided to go over, sit with her and have a polite conversation like civilised ponies

“Miss Sparkle, good evening!” Octavia wasn't familiar enough with the unicorn to go throwing around her name informally, so she decided on a more respectful approach. She stood patiently by the table as Twilight turned to meet her.

“Oh, Miss Octavia, good to see you again,” she replied, a small smile on her face.

“I saw you sitting alone and thought I would take the opportunity to get to know you a little better. Rarity speaks so highly of you and there's no time like the present, as they say.” Octavia hoped that she didn't come across as too enthusiastic about the meeting. She had been aiming for casual but was sure that she missed the mark slightly.

Twilight didn't seem to mind, at least she didn't show it on her face that if she did. “Of course, I'd like to get to know you a little better as well. Would you like a seat?” Twilight pointed at the empty chair next to her and Octavia nodded, slipping into the seat without much trouble. “So Rarity tells me that you're teaching Sweetie Belle how to play the violin.”

“Yes, when I first met Rarity to discuss the nature of our business, Sweetie Belle came to see her sister and upon finding out who I was, asked me to teach her. As soon as her parents agreed to the lessons, I began teaching her. It was the least I could do after Rarity so generously helped me with my own business.” Octavia saw Rarity out of the corner of her eye, the shock of colour nearby lead the earth pony to believe that she was in conversation with Rainbow Dash, the pegasus who had interrupted them that one time.

For now however, Octavia kept her attention on the unicorn in front of her. “Now that I've had a few lessons to go over the basics with her and give her a grounding in musical theory, I can see that she's an eager and talented filly. Her only downfall is her lack of magical ability, she has trouble levitating the violin and the bow for long periods of time. Considering that you studied under the Princess herself, I can't think of anypony more suited to ask for pointers. As you are probably aware, I'm not exactly a font of magical wisdom.” Octavia allowed herself a chuckle. It wasn't every day that she felt comfortable enough to tell a joke, albeit not a very good one, but perhaps the casual atmosphere had given her time to loosen up a little.

She emptied her glass of punch and Pinkie Pie appeared at her shoulder, immediately refilling the glass. She laughed, winked and then left without saying a single word. Twilight merely took a sip of her own punch as if stuff like that happened every day.

“I think it's nice that you've taken an interest in Sweetie Belle. I don't say this to judge her, but Rarity is so busy keeping her shop afloat that she doesn't always have the time to be a sister. Her parents travel so often that they aren't always in town, in fact, if it weren't for her friends, I'd feel sorry for her.” Twilight sighed, but immediately caught herself and chuckled slightly. “Sorry about that, it's just that I empathise with Sweetie Belle quite a lot. I was a lonely little sister myself. My friends are like my second family though, so I know she'll be alright as long as she has her friends.”

Octavia smiled warmly, she didn't feel the same pang of jealousy she had felt when Rarity talked about her siblings. 'It seems I've gotten over being an only foal. Rarity was right after all.'

“Oh, you wanted some tips about maintaining the levitation spell didn't you. I lost myself for a moment there. Levitation is a simple enough spell that any unicorn has the capacity to learn how to use it, but of course there are ways of using it more effectively. Levitating heavier or larger objects requires more concentration, levitating more than one object at a time requires similar levels of focus. That's all it really boils down to, if she can levitate anything at all, which you seemed to imply she can, then it's just a question of whether she can focus on task at hoof adequately. Try removing any distractions from the room, maybe try to observe her performing the spell without her knowing that you're watching. It could just be performance anxiety.”

“I'll have to keep that in mind. I'd forgotten how hard it was for me when I first got up on stage to perform, I'm quite desensitised to it now.”

“One of the benefits of maturing, you stop obsessing about what other ponies think of you.” Twilight paused for a moment, blushed and laughed to herself, “Although sometimes, with certain ponies, you can ignore all of that and turn into a quivering, juvenile mess.”

Octavia could tell that Twilight was referring to a specific event, but she didn't need to know what it was to know what she was talking about. “I feel like that sometimes. There are ponies out there who you've idolised for so long that you begin to think that could never reach their level, no matter how hard you try. I still worry myself rotten every time my old mentor asks to hear my latest compositions.”

After Octavia said this, Twilight seemed to calm down slightly. “I'm glad I'm not the only one.” She said, laughing.

“Glad I could be of service.” Octavia gave a small bow, then took a long drink from her glass of punch. “And it was really nice talking to you again.” Octavia got up off of the chair and nodded to the unicorn, but when she tried to leave, Twilight called her back.

“One er... final thing, Octavia. What's your relationship with Rarity?” Twilight leaned back in her chair, the shadows obscuring her face slightly. All Octavia could see was that Twilight refused to make eye contact with her.

“I'd like to think we're pretty good friends, we've had a lot of chances to talk and get to know one another,” Octavia answered honestly.

Twilight fidgeted in her seat and looked slightly uncomfortable. “No, what I meant is, are you two just friends or are you something... more?”

“More? ...” Octavia furrowed her brow, but her expression soon changed to one of surprise. “Oh... it's not what you think, we've only ever been friends.”

“Ah right, okay then.” Twilight leaned forwards in her chair again, quickly taking a long drink of her punch. “I was just curious... I see you two together all the time.”

Octavia muttered a quick goodbye and disappeared back into the crowd, her body automatically taking her to the last place she had seen Rarity. Luckily, she was still talking with Rainbow Dash near the snack table. As soon as the pair spotted her coming over however, the pegasus waved goodbye and took off across the room to talk to somepony else. Rarity however, invited the earth pony over.

“It's nice to see you again, are you enjoying yourself?” Rarity asked politely.

“I am actually, despite being introduced to far too many ponies to possibly remember, it's been rather fun. I still can't believe this party is for me though, what did I do to deserve it?”

“Pinkie Pie just likes to make ponies smile.” Rarity turned her head to the earth pony, she didn't look bored, but she didn't look excited either. “I can see it worked for you.” The unicorn smiled coyly.

Octavia blushed slightly, she couldn't deny that the surprise had gotten her quite giddy. “I guess you must be used to having parties like this then.” Octavia leaned against a nearby table for support, her legs were getting slightly shaky. “Have you tried the punch? It's so good. But you know what isn't good? Boring Canterlot parties with important ponies who ignore you all day just because you're playing the music. They don't even applaud when we finish. The pay is terrible as well.”

“Octavia, darling, I think you're a little tipsy.” Rarity took a closer look at the earth pony and sure enough, her face was flushed and her eyes were a little red.

The musician took a few seconds before reacting. “But I've not had any alcohol, just lots and lots of punch. Pinkie Pie is very nice, isn't she?”

“Ah yes, Pinkie Pie can be quite the character.” Rarity forced a small laugh and stepped closer to Octavia. “I imagine you must feel quite tired after all of this partying. You're always welcome to have a quick lie down at my place if you want.”

Octavia wobbled for a second, but caught herself. “Now that you mention it, I am a little tired. Everything has just been so overwhelming.”

“I imagine it has been, why don't I walk you over to Carousel Boutique then? We'll go thank Pinkie for the party and get you to bed.” Rarity pulled the earth pony close to her, making sure she didn't fall over. The earth pony leaned into Rarity in return, laughing giddily.

“You're such a good friend, Rarity. I don't have many friends, but I think you're the best one.” Octavia smiled again and trotted slowly along with the unicorn.

“I'm flattered, Octavia, but I think you should just rest a little for now, just let me lead you home. We don't want you saying anything you might regret now do we?” Rarity had finally found Pinkie Pie and told her that Octavia was feeling tired. Pinkie was visibly displeased by this, but even she knew that everypony needs their sleep, so she waved them off with a happy smile and got back to partying.

Outside, Octavia wrinkled her nose against the late night cold. Her slowly drooping eyelids fluttered open as she left the cosy warmth of Sugar Cube Corner, but there was still a warmth with her as she walked. Her nose had always been sensitive to the cold, but the rest of her body felt quite warm, it was only after a few steps that she noticed the unicorn trotting alongside her and it was another few steps before she realised that she was the warmth that she was feeling, their flanks were pressed up against each other as they walked. Octavia pulled herself upright so quickly that she fell backwards onto the floor, yelping as she hit the cold ground.

Rarity looked down at the earth pony and shook her head with a smile on her face. “I've heard the cold has a sobering effect.” She offered a hoof to Octavia, who pulled herself up.

The grey mare began to brush the dust and dirt off of her coat before thanking the unicorn. “Erm... sorry for leaning on you like that.” She blushed violently and began walking slowly to where she knew Carousel Boutique was located.

“It was no imposition, I assure you.” Rarity made to follow her companion, trotting swiftly to her side. “You were beginning to look quite tired after all of your partying, I just wanted to make sure you had somewhere to rest up. You aren't very good at handling alcohol are you?”

“I am not an experienced drinker, no.” Octavia's words were slightly slurred and every now and then she would blink her eyes a few times as if trying to straighten her vision, but at least she wasn't giggling like a school filly any more. “I thank you for being kind enough to put me up for the night. I don't think I could quite handle the trip back to Canterlot at the moment.”

“I don't think my conscience would allow me to let you take the long trip to Canterlot in your condition, it would be most improper of me.” Rarity smiled again and stepped closer to the earth pony once more. “You still look a little shaky on your hooves, darling”

Octavia tried to complain, but Rarity was persistent. In the end though, she allowed herself to be cared for. It wasn't something that the musician did easily, trusting someone in such a capacity. The company she usually kept didn't help things, the Canterlot elite were distant, aloof and uncaring, a far cry from what she had experienced from her new small town friends. She knew that Rarity was enamoured with the idea of the high society in Canterlot, but having experienced both that world and this new world, she could safely say Rarity wasn't missing anything.

Just as Octavia was beginning to feel comfortable with the unicorn at her side, Rarity stepped away, running a little distance ahead of her. Octavia looked up and saw that they had arrived at Carousel Boutique without her really noticing. She felt a twinge of sadness as she realised that it meant she and Rarity couldn't spend a little more time just walking and talking. Rarity had unlocked the front door of the shop and was ushering Octavia inside, something the sleepy mare was all too willing to do.

“I'm used to playing long sets at social events, yet today was still enough to tire me out.” Octavia stumbled through the front door of the shop and continued over towards the door at the back of the room.

“I imagine the punch had something to do with that,” Rarity said whilst laughing. “Just go ahead and go upstairs, you remember where my bedroom is don't you?”

Octavia turned around so fast her felt her neck spasm. “Your bedroom? No... I couldn't p-possibly...” she stammered.

“Nonsense, my bed is far more comfortable than the one in the guest room and you need it more than I.”

“Oh, right.” Octavia sighed, her mind had been thinking something else entirely when Rarity had told her to go her bedroom. Not wanting to force the matter, Octavia complied with the unicorns request, walking up the stairs and entering the room she knew held Rarity's bed. She could hear the sound of the shop being locked up downstairs, followed a few seconds later by Rarity's hoofsteps on the stairs, but Octavia didn't move much. The earth pony merely sat on the edge of the bed, her face burning with embarrassment.

Rarity entered the room and stared at the musician with a look of mock disappointment. “You're not going to get much sleep sat there like that are you?” She smiled warmly, reminding the earth pony of her mother so much that she obeyed without question, pulling the covers up and lying her head on the soft pillow.

Octavia reached for the covers to pull them over herself, but Rarity stopped her, her eyes were sparkling. “You're still wearing your bow-tie, let me get that for you.” Before Octavia could react, a blue glow had overtaken her collar, loosening the bow-tie and pulling them both from around her neck. Rarity placed them neatly on the bedside table, “So you know where they are.” She grabbed the covers with her magic and pulled them over the earth pony, tucking them in at the edges so it lay neat.

“Thank you again for your hospitality.” Octavia hadn't felt this submissive in a long time, Rarity was taking care of her out of the goodness of her own heart and even when she knew that the earth pony could quite easily look after herself. She felt kind of childish, just letting the unicorn act like this with her, but she couldn't help but enjoy the attention, especially when it was being given by her.

“Just try and get some sleep, okay?” Rarity lowered her head and kissed the grey mare softly on the forehead before walking slowly to the door of the bedroom. She turned out the light, but before she could leave, Octavia spoke up, her lavender eyes barely visible amongst the gloom.

“R-Rarity... I really like you.”

Octavia couldn't see her properly, but Rarity smiled all the same. She went to close the door, leaving the room in almost perfect darkness. Before it shut fully however, she whispered a few final words, the acoustics carrying their meaning all the way over the ears of the grey mare in her bed.

“I really like you as well, Octavia.”

***