Flutterspy

by Kavonde

Rating: everyone
Tags: Fleur de Lis, My Little Pony: Friendship is Magic, Original Character, Comedy, Rarity, Fluttershy, Adventure, Fancypants
Length: 19795

Fluttershy, with the help of Fleur de Lis, tries to save Rarity from a rival fashionist'a espionage.

Fluttershy agrees to help Rarity promote her new fashion line at the first annual Equestrian Fashion Forum in Canterlot. Alongside Fancy Pants' le petite amie, Fleur de Lis, Fluttershy stumbles onto a plot to ruin Rarity's career. Will they be able to save her, or will the fabulous fashionista be driven from high society once and for all?

Published 2012-08-07 04:54:03 UTC
Last updated 2014-10-20 23:40:22 UTC

Dinner and a Show

"Really, darling, you have simply no idea how much I appreciate your help with this," Rarity told her companion. The fashion queen of Ponyville wore a dress of her own design, a white, indigo and pink number that complimented her coat and mane. As always, it was accompanied by a giant, unwieldy hat that seemed to take up more of the train's passenger car than its wearer did. "I know you had a rather dreadful experience with Photo Finish. It really means a lot to me that you'd come out of retirement, as it were, for my little show."

Fluttershy smiled meekly, eyeing the brim of the unicorn's mighty chapeau warily; she worried a bruise was forming from all the times the thing had struck her. "It's okay, Rarity. I know this is really important to you, and, you know, you won't ask me to do more than I'm comfortable with."

"Of course not, darling," Rarity agreed. "Well, except for that you'll have to get up onstage and model in front of another large group of judgmental Canterlot ponies."

"Oh, it won't be that bad. I won't be the only model up there this time, so everypony won't be looking at just me."

Rarity smiled tightly. "Uh. Darling, we want everypony to be looking at just you. That means we're winning."

"Oh." Fluttershy's expression fell. "Um. I didn't know it was a competition."

"Well, it's not, really. But all of Equestria's top fashion designers will be there, and whoever garners the most positive attention will undoubtedly see a lot of new–and very wealthy–clients. And with you wearing my designs... " She giggled. "Perhaps I'll even open a second shop in Canterlot! I'll still make my dresses in Ponyville, of course," she added quickly at Fluttershy's dismayed look, "but it would make it much easier for all of my new clients to place orders. Although, then again, perhaps the Carousel Boutique's distance from Canterlot adds to my aura of exclusivity. I don't want to be seen as just another merchant, after all. What do you think, Fluttershy?"

"Um," offered the pegasus. "Yes?"

"My thoughts exactly, darling. Ooh, we're almost there!"

Several minutes later, the train rumbled to a stop at the Canterlot station. Steam hissed and the engineer sounded a short, low moan of the horn. Rarity stepped primly out of the passenger car, the steam and the breeze making her dress and mane billow attractively around her. Fluttershy stepped out behind her, nervously searching for the steps so she wouldn't fall.

"Fancy Pants!" Rarity all but squealed. Fluttershy looked up to find her friend wrapping her hooves around the neck of a tall, strikingly handsome stallion with a bushy little blue mustache and a monocle. Beside him stood a creature that made Fluttershy's mouth drop open in shock: a tall, long-legged, ephemerally beautiful unicorn mare with an alabaster coat and light pink mane. She looked almost like one of the princesses, but more down-to-earth and... Fluttershy realized she was staring, and she blushed and looked awkwardly at her hooves.

"Rarity, my dear!" Fancy Pants replied, returning her hug with one hoof while he crooked his neck to avoid the bludgeoning brim of Rarity's hat. "How wonderful to see you again! How was your trip?"

"Well, it certainly couldn't compare to an expedition aboard your yacht, but the train was as reliable and comfortable as ever."

"Glad to hear it," Fancy said jovially. "My! And I recognize this lovely young filly. One of your friends from Ponyville, yes?"

Rarity nodded. "Fluttershy, this is Fancy Pants, my dearest friend here in Canterlot."

"Hi," Fluttershy said weakly, glancing up for only a moment.

"A pleasure, my dear," Fancy said assuringly.

"Fancy Pants, this is Fluttershy, one of my dearest friends in all the world and the Element of Kindness."

The stallion adjusted his monocle and smiled. "Why, of course she is! I've never met a filly who so radiates warmth and compassion for her fellow ponies. It's a genuine honor to make the proper acquaintance of another of the Elements."

"... Thanks?"

Rarity turned to the tall, gorgeous mare next to Fancy. "And this, of course, is Fleur de Lis, Fancy Pants'... what was that phrase?"

"La petite amie," she said. The unicorn's voice rolled over Fluttershy like a wave of warm, silken chocolate. She gulped and looked at her hooves again.

"Um," she squeaked. "Hello."

"Bonjour, mon amie."

Rarity, too wrapped up in her eagerness to speak with Fancy Pants, didn't seem to notice her friend's discomfort. "It's very kind of you to provide us with lodging for our stay."

"Nonsense, my dear! I've got more than enough room to spare at my estate. My great-great-grandfather built the place, and I'm afraid he greatly overestimated the number of descendants he would need to provide space for. You and Miss Fluttershy shall have nearly the entire east wing to yourselves. I've even had a workshop prepared for you."

Rarity gave a girlish little cry. "That's... I don't even know what to... "

Fancy tut-tutted. "It was little enough trouble, especially for a valued friend. Now, you must tell me, my dear, have you heard about the newest innovations in airship design... ?"

Rarity and Fancy Pants fell into comfortable, animated small talk as the small group began trotting out of the station. Fleur and Fluttershy walked a few steps behind them; the pegasus kept her eyes fixed squarely on the ground in front of her hooves, still trying to fight down her blush.

"Pardon," Fleur said after a moment, her accent making the word sound excitingly exotic. "I do not mean to be rude, but... are you well, Mademoiselle Flootairshy?"

She shivered. "... Yes."

Fleur made a thoughtful sound. "So... you will be modelling in this show, no?"

"Uh-huh."

"Tres bien! I am as well. It will be good to have a friendly face about."

Fluttershy grimaced and managed a glance up at the radiant unicorn. "Um, you're competing against me and Rarity?"

"Quoi? It is no competition. Merely a fashion show."

"Oh, um... well, Rarity said that, too, but she's also kinda treating it like a competition, and if I'm competing against you, then that's not good, because you're much prettier than I am, and, um... "

"Moi? Prettier?" Fleur laughed, and the sound made Fluttershy's blush darken. "Mademoiselle Flootairshy, you have this beauty that I can only dream of! I was trained for this, shaped and sculpted, so to speak. But you! So natural. I am with jealousy."

Fluttershy looked up in surprise. "Y-you are?"

"Oui," Fleur said with a nod. "And, you will not be forced to model your cousin's hideous attempts at haute couture." She stuck out her tongue in disgust.

"Oh, um... I'm sorry?"

"Do not be. It is the price I pay for my current freedom." She shrugged and smiled. "I am here, in Canterlot, with the love of my life. Parading around in an abomination of a dress is easy enough."

Fluttershy managed a genuine smile. "Fancy Pants seems like a very nice stallion."

"Oh, oui," Fleur agreed. "So strange, in many ways, compared to the rest of the nobility here, you know? He sees the world differently. He is not bound by ancient traditions and codes of behavior. When he finds a worthy pony, he makes sure that everypony sees her worth, regardless of where she was born or who her parents were. As he did with your friend, Mademoiselle Rarity."

"He sounds wonderful. Everypony must really like him."

Fleur frowned. "Not everypony."

Fluttershy glanced up at her. "Hm?"

"Quoi? Oh, I apologize. Look, we are almost at the banquet."

"Um... banquet?"

"Mademoiselle Rarity did not tell you? All of the designers and their models will be there. You arrived barely in time."

Fluttershy gulped. "More new ponies?"

Fleur laughed and bumped against her amicably. "Try to look more angry than nervous. Nopony will bother you. Models are notoriously lunatique, you know."

"Okay. And... at least there'll be food, right? I'm starving."

"Um... is that it?"

Fluttershy frowned down at the piece of lettuce and three red beans arranged atop it. The waiter raised his eyebrow at her, turned up his nose, and walked away. She sighed and lifted the edge of the leaf gingerly, hoping to find a proper daisy sandwich underneath.

"Sorry, darling, I should have warned you," Rarity told her quietly. "These sorts of dinners are always rather light on the 'dinner' aspect. I'm sure Fancy Pants will provide us an actual meal later."

Fluttershy sighed and kicked one of the beans halfheartedly across the plate.

Up and down the table were nearly two dozen ponies that Fluttershy had never seen before, most of them beautiful, well-dressed, or both. Opposite her sat a stallion with an emerald-studded blue shirt and a carefully-arranged, spiky coiffure that defied gravity. Beside him was a pretty earth pony filly, about Fluttershy's age, who was pointedly ignoring the meager meal placed in front of her. On her right, past Rarity, was a matronly old unicorn fussing over what appeared to be her granddaughter, a tiny little slip of a filly with a purple coat and long, green mane. Further down, a pair of nearly identical pegasi, both bright blue but with varying shades of gold for their manes, talked quietly among themselves. Other faces, some eccentrically-clad and some looking as uncomfortable as Fluttershy herself, ran the table's length.

Seated at the head of the table was Fancy Pants, with Fleur and a similar-looking unicorn on his right and a pair of empty seats on his left. As the last of the plates were set before the guests, he stood, levitated a spoon and tapped gently on his wine glass for everypony's attention.

"Fillies and gentlecolts," he began in his rich baritone, "I would like to thank you all for your participation in the first annual Equestrian Fashion Forum, three nights hence. You have all proven yourselves to be remarkable artists on the cutting edge of modern fashion, and this event will present an opportunity for all of Equestria–and beyond!–to see the fruits of your endeavors. It is also my hope that inspiration and new friendships will blossom among you, and that, when this is over, you will return to your homes richer in spirit–and in reality, of course–than you left them.

"Before we enjoy the fine banquet generously provided us by the owners of this esteemed establishment, I would like to make a round of introductions." He gestured to Fleur and her cousin, who nodded at the others. "Some of you may know my beautiful paramour, Fleur de Lis, of the Duchy of Fancè, and her cousin, Belle Rose. Belle is one of the leading designers of haute couture in Equestria, bringing the classic style into the modern age.

There was a smattering of polite applause. "Beside them are Miss Fluttershy and Miss Rarity, both from Ponyville. Don't let their rural origins deceive you; Miss Rarity's designs have lately taken Canterlot by storm, and with good reason. Additionally, these two young mares are responsible for saving Equestria twice, now, as the Bearers of the Elements of Kindness and Generosity."

That brought considerably more applause. Fluttershy smiled bashfully while Rarity humbly accepted a hoofshake from the elderly unicorn beside her.

"Beside Miss Rarity are Lady Silver Pendant and her granddaughter, Grape Vine. Lady Pendant has long been one of Canterlot's foremost designers of formal eveningwear, and her designs have not slouched a bit over the years. Next to them are the Sky sisters, Clear and Cloudy... "

The pegasus with the lighter mane raised her hoof. "Cloudy and Clear."

"My apologies," Fancy Pants continued smoothly. "Twin sisters from Cloudsdale. Cloudy is the fashionista of the two, though both are talented tailors who supply the residents of Cloudsdale with apparel both attractive and practical."

Fancy continued on down the table, introducing the designers and their models and describing their various areas of expertise. The gathered ponies clopped politely for each in turn, while Fluttershy stared forlornly at her lonely little piece of lettuce and hopes nopony noticed the growling in her stomach.

"... And finally," Fancy said, turning to the pair of ponies opposite her, "the esteemed Rhinestone of Las Pegasus and his assistant, Miss Jet Black. Rhinestone is unarguably the most successful promoter of the famed 'showroom style,' and is known for his bold and daring designs for both stallions and mares." The spiky-haired pony nodded politely at the applause; his assistant raised a pointed eyebrow at Fancy Pants and glanced at her food.

He smiled at her. "Unfortunately, the last of our guests couldn't make it here tonight, but... "

"Darling," called a sultry, haughty voice. "I was just being fashionably late."

All eyed turned to the speaker. A unicorn mare with a pale green coat and white mane, clad in a fur-trimmed coat that covered her from neck-to-hoof yet somehow accentuated the generous curve of her flank, sauntered towards the table. Behind her came three tall, slender mares, one of each pony race, all tan-coated and with manes dyed to match their eyes and their form-fitting leather jumpsuits: one red, one blue, and one yellow. As the speaker took her seat, the three stood behind her; they reminded Fluttershy of cats (wild ones, not pets like Rarity's Opalescence): relaxed, but predatory and ready to pounce. She gulped.

"Ah, Miss Worthy," Fancy said, his expression unreadable. "So glad you could join us."

"Why, I wouldn't miss this opportunity to meet my competition," she said, throwing back a lock of alabaster mane.

"It really isn't a competition."

"Everything is a competition, darling," she sneered. She cast her gaze up and down the table, taking in her fellow fashionistas with a disdainful expression. Her eyes finally settled on Rarity, and narrowed wickedly. "Ah. The mud pony with a horn."

Rarity's eyes widened in surprise. "W-what?!" she managed.

"You are from that little mud pony village, aren't you?" Worthy asked lightly. "Hardly a real unicorn."

"W-why, you.... "

Fancy Pants cleared his throat. "Miss Worthy, you are here because I invited you. I won't have you insulting my other guests."

"Insulting?" Worthy said with mock innocence. "I was merely pointing out a fact. I'm terribly sorry if I offended you, darling."

Rarity's nostrils flared and she tensed in her chair. Fluttershy glanced at Worthy's trio of apparent bodyguards, and put a restraining hoof on her friend's foreleg.

"Yes, well," Fancy Pants huffed, glaring daggers at the newcomer. "For those who are unaware, Miss Worthy is one of the leading fashion designers of Manehattan. And one of these young fillies is your model, I assume?"

"One?" Worthy asked. "Why, darling, they all are."

"I asked everypony to only bring one model."

She waved his concerns away. "You simply can't expect me to play favorites. These girls are like daughters to me. Only choosing one would break their little hearts."

Fancy Pants glanced at the trio. They stared at him stonily.

"Very well, then," he said after a tense moment. "Please, everypony, enjoy your dinner. Thank you all, again, for taking part in this event. And may Celestia smile on you all."

"I cannot believe that stuck-up, arrogant, smarmy... "

Fluttershy shot a concerned glance over her shoulder. The various not-competitors were mingling now, standing about in groups of four or five and exchanging stories about designing, modelling, or their trips to Canterlot. Only Rarity and Fluttershy stood off to the side, the unicorn steaming with barely-contained fury and the pegasus trying to calm her down.

"It's not a big deal, Rarity," she told her friend. "Nopony else thinks less of you because of where you were born."

"I know that!" Rarity snapped, struggling to keep her volume in check. "I'm not angry that she insulted me, dear, I'm angry that she insulted everypony I know and love! The nerve of that mare!"

"Well, you know, she did say she thought this was a competition. Maybe she was trying to make you angry so you wouldn't do as well... "

Rarity blinked. A sharp and unsettling grin began to spread across her face, and Fluttershy backed away nervously. "You're right! She thinks this is a competition, and she thinks I'm her top competitor! Well, I'll show her!"

"Um, show her what?"

"I'll design a new line! Something bold! Something unique! And I'll blow away her paltry little attempts at 'fashion' and send her scurrying back to Manehattan with her reedy little tail between her legs!"

Fluttershy glanced nervously at a nearby group of guests, who were looking at them with raised eyebrows. "Um, but you already have your line for the show."

Rarity shook her head and grinned. "I shall design a new one! Better than anything I've done before! Fancy Pants was kind enough to grant me workspace, and, Celestia as my witness, I shall put it to good use!"

"Okay."

"I'm going to find Fancy Pants and tell him we're leaving," Rarity said determinedly. She leaned forward, looking her friend dead in the eyes. "Worthy is going down, Fluttershy. It. Is. On."

"Okay," Fluttershy said mildly as Rarity stormed off. The ponies nearby looked at her expectantly. She shrugged meekly and turned away.

She almost ran right into Fleur de Lis, who had somehow snuck up behind her. "Pardon, Mademoiselle Flootairshy, but did I hear that Rarity is leaving?"

"Um, yes," she said apologetically. "She's kind of upset about Miss Worthy."

Fleur frowned. "You must stop her."

"What?"

"I have no time," the tall unicorn said emphatically. "But she should not leave yet."

"Why?"

"Because... " Fleur cast a furtive look around the room. "I am sorry. I cannot say more. But stop her." She leaned forward until she was eye-to-eye with the pegasus. "Please."

"O-okay," Fluttershy offered nervously. She gave Fleur a concerned look and then headed off in search of her friend.

She found Rarity waiting less-than-patiently as a subtly exasperated Fancy Pants listened to Miss Worthy drone on about something. The pale green fashion mare seemed to be pointedly ignoring Rarity and doing everything in her power to prevent Fancy from politely disentangling himself from her diatribe, and Rarity was beginning to turn an alarming shade of red. Fluttershy tapped her friend gently on the shoulder and recoiled when she whipped towards her with an infuriated glare that took a moment to dissipate.

"Oh! Terribly sorry, darling." Rarity rolled her eyes in the general direction of Worthy. "I'm having a bit of trouble getting Fancy Pants' attention. You're ready to go, then?"

"Um, actually, Fleur sort of said... "

"Yes, thank you, Miss Worthy," Fancy said loudly enough for half the room to hear, "but if you'll excuse me for a moment, my dear friend Miss Rarity seems to need a word."

"Well, darling, if you really must associate with such creatures... " Worthy turned her nose up and trotted over to another group, who didn't look particularly thrilled to have her.

"I cannot stand that pony," Fancy Pants growled, not particularly quietly, as he turned to Rarity and Fluttershy.

"Why in Equestria did you invite her?"

He sighed and used his magic to polish his monocle. "She's a relation of old royalty. Half the designers here are, actually, Fleur's cousin included. While I'm all for promoting egalitarianism in Equestria, I'm afraid it doesn't do to exclude the nobility from such things." He winked conspiratorially. "That's why I'm rather hoping you'll blow her out of the water, so to speak."

Rarity grinned fiercely. "Oh, I shall. In fact, I was just going to ask your leave to return to your estate and put my new workshop to use."

"Um, actually... " said Fluttershy.

"I say, didn't you already bring your line for the show? My stallions were instructed to be very careful about handling your luggage from the train, for fear of damaging your work."

She shook her head. "Those pieces are good, but I can do better." She shot Worthy a glare; the older unicorn caught her look and returned it with a smirk. "And I am going to do better."

Fancy Pants chuckled. "Well, if nothing else, at least she's inspired you to yet further heights of artistic brilliance, my dear. Certainly, you may go to work if you wish. I've a carriage waiting outside, if you'd like to borrow it."

"Um, but Fleur really didn't want us to leave yet, and it sounded kind of important... " Fluttershy trailed off as she realized nopony was listening.

"That would be wonderful, thank you," Rarity said with a broad smile. She craned her neck up to plant a chaste little kiss on Fancy Pants' cheek. "Your generosity never fails to amaze me."

"I suppose you would know about generosity." He grinned and turned to Fluttershy. "Miss, was there something you were trying to say?"

Fluttershy scraped a hoof across the floor. "Um, actually, Fleur de Lis was trying to tell me... "

"Quoi de neuf?" Fluttershy shut her mouth in surprise as Fleur returned, her expression and posture again placid and graceful. "I hope I am not interrupting?"

"Of course not, my dear," Fancy said with a broad smile, draping a foreleg across her shoulders. "Miss Rarity and Miss Fluttershy here were just about to depart. It seems our esteemed fashion designer has been struck by inspiration."

"Tres bien! One cannot stop the creative muse, no?"

Rarity grinned. "When it strikes, it does strike."

Fleur inclined her head to the two. "I shall see you later this evening, then, I am sure. À ce soir!"

As her companion turned to leave, Fluttershy paused and leaned as closely as she could to whisper in Fleur's ear. "Um, aren't we supposed to not go?"

"It is clear, for now," the tall unicorn tolld her. "I will try to keep it so. But hurry."

"What do you think about hats?" Rarity asked as the carriage trundled along Canterlot's cobblestone roads.

Fluttershy looked up in surprise. She'd tuned her friend's ramblings out several minutes ago, staring out the window for any sign of whatever mysterious danger Fleur had been so worried about. "Huh?"

"Hats, darling," Rarity repeated, as if it should be patently obvious what she meant. "Should my new designs incorporate hats? I know you don't much care for them, and you will be modelling, but I have to think in terms of a wider client base, as well."

"Um. You... should do whatever you think is best, Rarity. You're the expert."

"Fluttershy, dear, don't sell yourself short. You know quite a bit about fashion, yourself."

She shrugged and cast a nervous glance out the window. "I know, but, um, when it comes to your designs, you have a much better feel for what works and what doesn't. Um. Right?"

"Yes," Rarity answered thoughtfully. She glanced outside. "Fluttershy, are you alright?"

"Um. Well. Fleur sort of said it wasn't safe for us to-"

There was a shout of surprise from the front of the carriage, and the vehicle suddenly veered sharply and threatened to topple over. Fluttershy was slammed into a wall; Rarity was launched from her seat and slammed into Fluttershy. Her mighty chapeau crumpled at the impact.

"What's going on?" she called out. "Is everypony okay?"

The carriage settled back on its wheels. "Everythink is fine," called a rough, female voice. "We try not to hit cat. We continue journey now, yes?"

"Oh, yes. Is the cat alright?"

"Yes, is fine. Please take seats."

Rarity settled back onto her cushion and inspected her hat. "Drat. I'm going to have to restitch the brim."

Fluttershy made a vague sound in response. She was staring up towards the driver's seat suspiciously. "Um, wasn't our driver a colt?"

"Hm?" asked her friend, not looking up from her inspection of the chapeau.

"I... I'm going to go talk to the driver. I'll be right back."

"Very well, dear."

Fluttershy wiggled her way out of the window and drifted easily up to the roof of the carriage. She could see the driver, now; he or she seemed significantly taller than the one they had started out with, and was wearing a heavy, brown trenchcoat with its collar turned up and a fedora that concealed its features. "Um," she said hesitantly, "excuse me, but... what happened to the driver?"

The figure stiffened in surprise, but didn't turn. "He is takink break. I drive now. All is fine."

"He... took a break in the middle of a drive?"

"Yes," the figure nodded. "Union rules. Very strict."

"Oh. Um... " Fluttershy chewed her lip. "I'm really, really sorry if this sounds rude or anything, but... are you driving us somewhere so you can do something bad to us so Rarity can't be at the Fashion Forum and won't be get a bunch of new customers and become even more famous and successful than she already is?"

The figure said nothing. Fluttershy stared at it, running a hoof nervously across the carriage's roof. It turned to her, slowly, and for the first time she could see a tan coat, red eyes, and a red mane peeking out from under the hat. Fluttershy gasped. "You're one of Miss Worthy's models!"

She rolled her eyes, and in a single, fluid motion, she threw off her coat and landed in a classic, two-legged hoof-fu pose in front of Fluttershy. The pegasus squeaked and ducked as the model pirouetted on one hoof in a roundabout kick that would have sent her flying. She rolled desperately aside as the kick halted in mid-swing and suddenly turned into a downward chop that pounded heavily on the roof.

"Fluttershy?" called Rarity from inside. "Is everything alright?"

All Fluttershy managed to say was "um" before the red-clad earth pony leapt at her again, throwing a series of punches that barely missed the pegasus and forced her back. She felt her rear hooves slip off the edge of the roof, and gave a surprised "eep" as she suddenly found herself dangling from the moving carriage.

Wings! she thought dimly, but before her panicked mind could connect the idea to anything concrete, the red-clad pony was on her again, slamming a hoof down right beside Fluttershy's. The pegasus gulped and looked up into her attacker's crimson eyes as she prepared to send her tumbling to the cobblestones below.

Suddenly, the model rocked back as an alabaster hoof wrapped around her midriff and heaved her backwards. Despite her surprise, she landed on her hooves at the front of the carriage, facing the newcomer. "Ah. Fleur de Lis. We were woderink when you should show up."

Fleur, in a two-legged fighting stance similar to her opponent's, nodded. "Bonsoi, Red Adder. It has been too long."

The red-maned pony sneered. "Not long enough."

"C'est la vie. If I give you the chance to surrender, will you take your friends and leave?"

"I do not need to surrender!" Red Adder snarled and charged Fleur with a series of lightning-fast punches and kicks that Fluttershy, trying to climb back onto the roof, could barely follow. Fleur simply flowed around them all, dodging and weaving and blocking as if she knew ahead of time where every blow would land, until her opponent's momentum finally began to run its course. With almost dismissive ease, she ducked under a punch, placed her shoulder against Red's chest, and flipped her into the air. Red howled in wordless frustration as she landed on the side of the road, tumbling along through the carriage's dust.

"Fluttershy?" asked Rarity. "Darling, what's going on up there?"

Fluttershy opened her mouth to respond, but stopped as Fleur offered her a hoof and pulled her back onto the carriage. "Do not tell her," she hissed quietly.

"What? Why?"

"If she knows she is in danger, she will ask Fancy Pants for assistance. Things will escalate. Let me handle this."

"... Could you please tell me what's going on?"

"Later," Fleur said seriously. "You are involved, now. I will tell you everything. For now, go back in the carriage. I will drive you to the estate."

"O-okay." Fluttershy gave her rescuer a doubtful look as she climbed back through the window. "Thank you for saving us."

"Do not mention it." Fleur paused. "That is a literal request. Do not."

A moment later, Fluttershy squeezed back into the carriage and landed on the soft, plump cushions below. Rarity regarded her questioningly from over the brim of her damaged hat. "Is... everything alright, dear?"

"Yes." She chewed her lip. "The, um, the driver was kind of shaken, you know, about the, um, the cat. Um. Absolutely no ninja fights happened on top of the carriage."

Rarity blinked slowly, and nodded. "Good to know."

Photo Ops

Fluttershy looked nervously up at Fleur. "So... are you going to tell me what's going on now?"

The gardens behind Fancy Pants' luxurious mansion weren't quite as sprawling or extravagant as those around Canterlot Castle, but they were close. Tall hedges and vine-twirled trellises formed walls and grand archways, while spiraling evergreens rose into the sky like towers at each corner. A little stream meandered through the garden's length, dropping every now and then to create little waterfalls that were highlighted by splashes of colorful flowers. A narrow path of polished stone led to a white gazebo that gleamed enchantingly in the moonlight, though it still paled in comparison to the ethereal shine of Fleur's alabaster coat.

Fortunately, Fluttershy no longer found the graceful unicorn's beauty intimidating. No, now she was intimidated by her ability to participate in hoof-fu battles on top of moving carriages against deadly earth ponies with form-fitting red jumpsuits.

Fluttershy had hardly gotten any sleep last night, so shaken by the incident and her own near-injury. Rarity had pressed her about what was wrong, but, remembering Fleur's orders, the pegasus managed to suppress the urge to jump into her friend's hooves and tell her how scared she was. Instead, she'd steadfastly insisted that she was okay, and finally Rarity had given up on the matter and had thrown herself into her work. She'd been there all night and almost all day since, emerging only briefly to use the little filly's room and, at Fluttershy's insistence, eat a bit of lunch. She'd finally passed out an hour or so ago, right around the time that Fluttershy found a note under the suite's door instructing her to be in the garden at midnight.

And here she was, face-to-face with a dangerous ninja pony who was frowning seriously as she peered warily around the garden. Fluttershy bit her lip nervously; she was pretty sure they were alone out here, but her companion's alertness set her on edge. "Fleur?"

Apparently satisfied that the gardens were empty, Fleur turned her attention to her companion. "I am sorry for the secrecy, mon amie. Have you or Mademoiselle Rarity been harassed since last we spoke?"

Fluttershy shook her head. "No... Why? What do they want with Rarity?"

"It is... complicated." She glanced around again, checking for eavesdroppers. "They wish to humiliate Fancy Pants."

"Um. What?"

She frowned. "As I said, it is complicated. Many of Equestria's old bourgeoisie resent Fancy for attempting to promote, how they say, 'commoners' to the ranks of the elite. Mademoiselle Worthy is one of the most vocal among them."

"Okay, but why Rarity?"

"She is widely known as one of Fancy's favori ponies, no? Even she does not realize how much effort he has gone to to promote her." She smiled. "If I did not know him better, I would be with jealousy. But her raison d'etre is fashion, and that is also Mademoiselle Worthy's domain. And so she sees an opportunity to prove the nobility's superiority, and to win hearts and minds from Fancy's cause."

Fluttershy quirked an eyebrow. "She... she thinks the fate of Equestria depends on a fashion show?"

Fleur shook her head and laughed. "No, mon amie, nothing so dramatic. But it is part of her larger campaign against Fancy and his ideas of equality."

"Okay. But, um... why does she have ninjas? And why are you a ninja? And does Fancy Pants know you're a ninja? And do you have to fight other ninjas often? Are there a lot of ninjas in Canterlot?" She gulped. "Because ninjas are scary."

"Ninja? No, no. Not ninja. Espionne." Fleur scanned their surroundings quickly, and then leaned forward to speak in a low whisper. "What do you know of the Duchy of Fancè?"

"Um, not much," Fluttershy admitted. "It was the only ancient unicorn kingdom not affected by the wendigos, and it's technically not part of Equestria, even though it really is. That's... sort of all I remember from history class, sorry."

"Oui, this is all true. But there is more than you know. Elite young fillies and colts from Fancè are sometimes trained to serve Princess Celestia in... ways not greatly publicized. We work in the shadows, protecting Equestria from threats from without, and from within. We are... the Agents Secret."

"I've never heard of them."

"Oui." Fleur smiled tightly. "There is reason for that."

Fluttershy frowned and tapped a hoof to her chin thoughtfully. "So, the pony on the carriage, the one you called 'Red Adder,' she's an 'agent secret,' too?"

The tall unicorn shook her head emphatically. "Non. She has been trained... elsewhere. As have her companions. I have... met them before."

"What do you mean? Who are they?"

Fleur glanced around again and lowered her voice even further. "Red Adder. Real name unknown. Born in Stalliongrad. Proficient in several martial arts, particularly hoof-fu and tai kwon po. But," she smirked, "I know her style. Then there is Blue Cobra. Trottingham native. She is extremely proficient in combat telekinesis. However, she has poor peripheral vision. And finally, Yellow Viper. Born in Okineighwa. Skilled flyer, infiltrator, and saboteur. Her, I have not yet had the pleasure of meeting."

Fluttershy gulped. "Do they all know eachother? I mean, um, with the colors and the snake names?"

"Oui, they were all trained by the same ponies. But they have never worked together like this. Individually, I could deal with them easily. But for Worthy to have hired them all... " She let out a breath. "She does not wish to take chances, here. She means to destroy Mademoiselle Rarity utterly."

"Y-you mean, Rarity's in danger?"

Fleur waved a hoof. "Not for her life. Her... persona. Her career."

"But, but... that is Rarity's life!"

"Oui," Fleur agreed. "For her sake, and for Fancy's, we must stop them."

Fluttershy froze. "W-we?"

"I will need your help, Flootairshy."

"B-but... I mean, um, I'd like to help, but, um, I'm... kind of... not good... at this sort of thing... "

She trailed off into incomprehensible murmurs. Fleur raised an eyebrow and smiled. "I will not ask you to put yourself in danger without preparing you for it, mon amie. I will train you as best I can in what time we have, if you will aid me."

Fluttershy made some sort of noncommittal murmur. Fleur put a hoof on her shoulder and leaned forward. "I need your help, Flootairshy. Fancy Pants needs your help." She paused, staring at the pegasus until she finally lifted her eyes to meet the steady gaze. "Rarity needs your help. Please."

She dropped her head, letting her mane fall over her eyes. She didn't want to be here. She didn't want to be dealing with color-coded mercenaries and scheming fashion designers and a pretty, delicate mare who led a double life straight out of one of Pinkie's wild stories. But... Rarity needed her. And by the time she got word to Ponyville so Twilight and Applejack and Rainbow Dash could come up here to sort everything out like they always did, it might be too late.

She gulped and looked up into the unicorn's pale, purple eyes. "O-okay," she told her.

"Have you ever studied the martial arts?"

Fluttershy looked at the white gi Fleur was offering her. "Well... Rainbow Dash made me watch Big Trouble in Little Chineigh once."

Fleur raised an eyebrow. "So... no, then?"

"Sorry."

The tall unicorn shook her head. "It is nothing to apologize for, only surprising. You are a hero, no? You have been on un nombre of adventures?"

"Um... sort of. But usually we don't fight anypony. And I never do.."

"But you have received no training? No instruction in the art de la légitime défense?"

Fluttershy bit her lip. "No, I don't think so."

Fleur frowned and put the gi back on its hook. "That does explain your reaction to danger. No pegasus warrior would forget her wings in panic."

"Um... "

She smiled apologetically. "I do not mean insult, mon amie. You have a gentle soul; très admirable.
This only means that you will not be able to assist me in a mêlée. But there are other ways to help."

Fluttershy gulped, nodded, and looked around the room. Fleur had established an apparently secret base of operations in a hidden chamber below Fancy's mansion, the entrance concealed behind a brass-and-steel behemoth of whirling gears and hissing steam. (Apparently, it heated the water in the mansion's showers... somehow.) Approximately a third of the room was devoted to martial training, with thick pads on the floor and various training weapons, dummies, and obstacles set up here and there. The next was a more traditional armory, with weapons and suits of armor ranging from the traditional (swords, spears, chain shirts, and so forth) to the exotic (some sort of backpack consisting of two canisters marked "flammable" and a short hose). Finally, the far wall was lined with crystal balls on simple pedestals; in their swirling depths, Fluttershy had seen various areas about the mansion's perimeter and a few other locations in the city.

The whole place was lit by cool, blue-white lights that didn't seem to come from any particular source and were starting to give her a minor headache. That, combined with her continued intimidation and apparent uselessness, was making Fluttershy more and more eager to leave. Not just the room, but Canterlot.

As she considered possible escape plans, Fleur walked over to the wall of weapons and, after a moment's consideration, levitated a simple, wooden tube. "Have you ever seen one of these?"

Fluttershy cleared her thoughts with a blink and shake of her head. "Is it a flute?"

"No, mon amie. It is a zebra weapon, called a sarbacane, or 'blowgun.'"

"Oh. ... No."

Fleur lifted the pipe to her lips and gave a quick, deep puff. A small, feathered object flew out the end and stuck, quivering, in the far wall. Fluttershy stared at it in horror as the unicorn calmly crossed the room and plucked the little dart free. "The sarbacane fires a small dart, usually dipped in some sort of sedative. These will tranquilize a full-grown earth pony for four hours."

"D-does it hurt?"

"Non, it stings no more than a needle, and the rest is actually tres agréable."

Fluttershy gulped and nodded. "O-okay. ... A-are you going to teach me to use that?"

"Oui, but only as a last resort." Fleur smiled. "I do not intend to put either of us in danger, Flootairshy. No, the life of an Agent Secret is not all hoof-fu battles and flirting with attractive stallions... though that is un avantage... " Fluttershy made a nervous little squeaking sound, to Fleur's obvious amusement. "No, mon amie, there are two things an Agent Secret must do: to be aware of her surroundings, and to always have a plan."

She turned to Fluttershy so suddenly that the pegasus squeaked again and cringed back. "Quickly, Flootairshy! Look at that wall!" She pointed a hoof to the cluster of glowing crystal balls.

Fluttershy blinked and turned towards it confusedly. "Um, okay?"

"Now look back at me!"

She did so. "O-okay."

"What did you see?"

"A... a bunch of crystal balls?"

"How many?"

Fluttershy's eyes widened. "Um... twelve?"

"What did they show?"

"W-well, there was Fancy Pants' garden, and the living room in Rarity's suite, and the big entrance place with the stairs, and that donut place Spike took us to... "

"And?" Fleur pressed.

"And... other... places?"

The unicorn stared at her for a long moment, then nodded. "Pas mal, mon amie. I have seen worse for a first try. Now, ready yourself, and look again."

Fluttershy did so. "Okay, um. There's another part of the mansion I haven't seen yet, and I think I recognize a couple of the streets around the mansion, and I don't really know where the others were pointed, but one of them looked like a big theatre, and I think maybe one or two of the others were looking at the same place. Is that where the fashion show will be held?"

"Oui, very good. And... ?"

Fluttershy blushed. "And... there were thirteen crystal balls."

"Magnifique, Flootairshy," Fleur smiled. "Tomorrow, I shall show you where all of these places are. You have a natural talent for perception."

The pegasus reddened further and scraped a hoof across the ground. "Well, you know, I take care of a lot of little animals, and I have to make sure they don't get into trouble sometimes."

"It is a useful skill to have. Now, then. If I were to attack you right now, what would you do?"

Fluttershy froze. "W-what?"

"I am attacking you!" Fleur repeated loudly, rising into a combative stance. "What do you do?"

"A-ask you to stop?"

"I refuse! What now?"

"Run away?"

"Where? There is only the one door, and I stand between you and it!"

Fluttershy cowered into a ball. "... A-ask you really nicely to let me leave?"

Fleur sighed and rolled her eyes. "You are still holding the sabarcane, Flootairshy."

"Y-yes," the pegasus agreed, looking nervously at the device. "But I don't want to hurt you."

"I am attacking you! I am intending to hurt you! Will you not defend yourself?"

"But why are you attacking me?"

Fleur frowned. "What does it matter?"

"Well, um... when we went to stop Nightmare Moon, we met this manticore that tried to attack us, but it was really just mad because it had a big, nasty thorn stuck in his little paw. So I calmed him down and pulled it out." When Fleur didn't respond, Fluttershy continued hesitantly. "And... then there was this time with a big d-dragon, and it was angry because it was sleeping and then Rainbow Dash kicked it in the face, but I just sort of scolded it and it left. And then there was this cockatrice that turned Twilight Sparkle to stone, but it was just misbehaving because it ran away from home, and once I threatened to tell its mother, it turned Twilight and Elizabeak back. And then... "

Fleur laughed. "Enough, mon amie. I see your point. Your plan would be to discern my motives, and then to use diplomatie. But what if there was nothing you could say to dissuade me?"

"Um... " Fluttershy bit her lip. "Then I'd grab your front right hoof and use it to suplex you so I could run for the door."

"You'd... what?"

The pegasus blushed again. "M-my dad's a wrestling coach in Cloudsdale."

Fleur stared at her in open-mouthed shock for a long moment, then burst out laughing. Fluttershy smiled nervously as her friend's mirth gradually played itself out, ending with the unicorn sprawled on the floor, chest heaving as she tried to gasp in breath. "I think I have chosen my assistant well, mon amie," she finally managed. "I see now where to begin your training." She stretched as she rose back to her hooves and covered a yawn. "Tomorrow, while Fancy Pants fusses about appeasing the noblesse and Mademoiselle Rarity works her hooves to the bone, I shall begin to make you into a true Agent Secret."

"What do you mean, 'We're having a photo shoot?!'" Rarity screamed. The door to her temporary workship flew open, revealing the fashionista in all of her sweaty, unkempt, sleep-deprived glory. Fluttershy recoiled, Fleur winced, but Fancy Pants regarded her placidly.

"My dear, I rather thought you'd appreciate the opportunity to show off your new designs," he said mildly.

"They're not ready to be shown!" she snarled in reply. "They're a work in progress! Why do you think I'm still in here?!"

"Actually, we were becoming concerned that you had perished sometime over the last two days, and the horrific racket was simply your vengeful spirit attempting to continue on in your memory."

"You have hardly eaten anything since we got here," Fluttershy added timidly.

Rarity huffed. "Inspiration cannot be ignored, especially when it is fueled by righteous anger!"

"Actually, Mademoiselle Rarity," Fleur interjected, "you may receive a fresh dosage. Mademoiselle Worthy will be present, as well."

"Well!" The fashionista snorted a breath, stamped a hoof, and glared at her friends lividly. Expressions of wry amusement and genuine concern met her, and after a long moment, she finally sighed and relaxed. "Well, I suppose the designs I brought with me aren't all that bad. Just give me a moment to freshen up."

"Take all the time you need, my dear," Fancy told her.

"Yeah, um, the shoot isn't until this afternoon," Fluttershy added.

Rarity wheeled on them. "What?! Then why did you interrupt me so early?!"

"We wished to give you a chance to rest," said Fleur.

"And eat," added Fancy.

"And, um, shower." Fluttershy winced at Rarity's horrified expression. "Sorry, but it has been two days, and... "

"Oh, Celestia, I'm a disaster!" Rarity wailed, examining a limp, frayed curl of her indigo mane with revulsion. "What you all must think of me! Nopony should ever have to see me this way! This is, beyond any doubt, the most humiliating... "

Fancy cleared his throat. "The bathroom is down the hall, second door on the right."

Rarity halted mid-rant, shot him an appreciative look, and dashed past.

"Towels are in the cupboard," he added as the door slammed shut.

Fleur grinned at him and nuzzled against his neck. He smiled and leaned his head against hers. Fluttershy smiled at the casual display of affection and turned to walk away.

"Er, Flootairshy," Fleur called, her voice a bit strained. "I am afraid there is bad news."

"Um, what?" She blinked and cast a quick glance at Fancy. "Is it about the, um, thing?"

"Non, mon amie. The photographer."

Fancy Pants grimaced and nodded. "I learned only after the fact that you had a bit of a history with her. She approached me over breakfast about doing the photo shoot, and I thought it would be a wonderful way to bring attention to the Forum... "

Fluttershy looked between them, realization slowly dawning. "Wait... you don't mean... ?"

"Flootershy!"

The pegasus cringed and shut her eyes tightly, hoping beyond hope that she'd turn and find the voice didn't belong to who she knew it did.

"Ah, I didn't realize you'd arrived!" Fancy said jovially. "I thought you'd be preparing for your shoot!"

The newcoming huffed dismissively. "I have been to ze place, I have seen vhat zere is to see, and I know how I vill vurk ze magics. But I had not expected... "

She trailed off. Fancy cleared his throat uncomfortably. "Yes, ah, well. You've met Fleur, and, of course, Miss Fluttershy... "

Sensing her time avoiding the inevitable was running out, Fluttershy gulped and opened an eye. "... Hello, Photo Finish."

"Flootershy, how I have missed vurking vith you! You haff no idea how hard I have looked for another model vith your natural talents!"

Fluttershy forced a smile on her face as the white-maned photographer dragged her through the park, one hoof thrown firmly over her neck. "I'm really sorry I quit so suddenly, Photo Finish, but... "

"No, I understand," Photo sighed theatrically, raising a hoof to her head. "I should haff known that vun cannot bottle a fairy, that vun cannot hold light itself in vun's hoofs. I haff seen the face of perfection, Flootershy, but I knew all along zat it vould be a great and terrible thing."

The pegasus blushed and ducked her head. Nopony seemed to be paying her that much attention; the park was mostly full of foals at play, observing parents, and the occasional pair of lovers. All were far too wrapped up in their activities to pay attention to the nervous, awkwardly-blushing pony wrapped in Photo's vice-like grip.

"But you return to ze modelling!" the photographer continued loudly. "For vun, brief, shining moment, I shall again know ze true meanink of ze magics! And for zis kindness, Flootershy, I am forever in your debt."

"T-there are other models, too," Fluttershy pointed out. "What about Fleur? She's very pretty."

Photo Finish made a dismissive sound. "She is too perfect, too crafted. I do not vish to merely capture beauty, Flootershy. I am an artist! I vish to capture, again, perfection."

"That's... very kind, but maybe one of the other girls here will inspire you?"

"Anything is possible," the photographer said doubtfully.

As they rounded a last line of tall pines, the group came into sight. All the various designers and their models were fussing over eachother in or around a tall, white-and-gold gazebo standing alongside a crystalline stream that poured down the side of Canterlot mountain just a few dozen lengths beyond. The sun was just beginning to tint orange, and various colorful birds sang in the trees as they observed the proceedings. Fluttershy gasped in astonished delight.

"Vhere is my crew?!" Photo Finish demanded, startling the designers, models, birds, and especially Fluttershy. "Ve must shoot!"

"We're right here," called an annoyed-looking pony in a white coat. Fluttershy recognized her as Photo's chief makeup artist.

"Goot. Models! Ve begin!" She pointed to the nearest pony, one of the Sky sisters. "Up to ze gazebo! Now!"

"Um, Clear is the model... "

"Do as I say! I, Photo Finish, am not here to bicker vith mein subjects, I am here to make ze magics! Go!"

Fluttershy watched in sympathy as the unfortunate pegasus was dragged up to the structure and forced to undergo the rigorous, lightning-fast orders of the famed photographer. She glanced up as Fleur sidled next to her. "I don't see Miss Worthy or her models here."

Fleur frowned. "She is on her way, but she is only 'officially' bringing Red Adder as her model. That means Blue Cobra and Yellow Viper will be free to operate. How is Mademoiselle Rarity?"

"She... looks okay." She caught her friend's eye and waved. Rarity, lounging on a silk picnic coverlet beneath yet another oversized hat (this one yellow), waved back. "Um, Photo Finish sort of dragged me off for awhile."

"Stay close to her, mon amie. Watch the water. Watch yourself, as well; they may target you to target her."

Fluttershy chewed her lip and nodded. "What about you?"

"I will move about the perimeter as best I can without drawing attention. Go, now."

"You! You are next!" shouted Photo Finish, pointing to a flat white pony with a pitch black mane; Fluttershy recognized her as Jet Black, Rhinestone's model.

"Keep yer shirt on," the model called, yawning and rising from where she lay on the grass.

"I, Photo Finish, vill continue to vear vhatever garments I vish! Now!"

Jet grumbled something indistinct and slouched her way up to the gazebo.

Fluttershy glanced back at Fleur, but the unicorn was already walking away, scanning the treeline while simultaneously attempting to look like a distracted artiste. With a nervous shrug, Fluttershy trotted over to Rarity and settled down beside her.

"Darling, I'm so glad to see you becoming good friends with Fleur," her friend told her immediately. "She really is a lovely pony. You know, when I first met her, I thought she was something of a... well, a hanger-on, I suppose. Not a very generous assumption, I know, but she sort of gave that impression. But as I got to know her... Dear, are you alright?"

Fluttershy stopped examining a suspicious lilypad. "Um. Yes."

"Really, darling, you've got a terrible poker face. You're nearly as bad as Applejack. What's going on?"

"Nothing."

Rarity arched an eyebrow. Fluttershy smiled weakly. Rarity began to lean forward. Fluttershy shrank away from her intensifying gaze.

"You!" shouted Photo Finish, snapping them out of their silent duel. "You are next!"

All heads turned towards Miss Worthy and her scarlet assistant. Red Adder's catsuit had been replaced by a slinky evening gown of the same color, cut high on one flank while hugging the other leg almost down to the hoof. She walked with a practiced sashaying motion that would have drawn appreciative gazes from almost any stallion, and no few mares. When Photo Finish called on her, she stopped and pointed innocently at herself. Photo nodded, and Red sidled up to the gazebo.

Worthy, meanwhile, walked straight over to Rarity and Fluttershy and sat down beside them. "Ah, good afternoon, darlings."

"It certainly was," Rarity agreed acidly.

"Oh, I do hope you didn't take my comments at the banquet seriously, dear," the green unicorn said graciously. "I was simply surprised to see somepony from Ponyville of all places actually aspire to be something."

"Oh, certainly, darling. Ever since all six Bearers of the Elements of Harmony came from there, the whole town's been rather abuzz."

"Well, I suppose it should come as no surprise that the embodiments of such old-fashioned ideals would come from a backwater setting."

"Yes, well, I imagine you'd have difficulty finding the Elements of Generosity, Kindness, or Honesty in Manehattan."

"Too true. I suppose that's why you left?"

Rarity blinked. "I'm sorry?"

"Well, from your dialect, darling, I simply assumed you were from there. Certainly, a pony so proud of her rural heritage wouldn't put on airs and speak with a false accent just to make herself feel better about her mud pony roots."

Rarity's eye twitched. "Why... you... "

"Why, one should think that any pony so pathetic as to affect a Manehattan accent to cover her natural one must have some rather severe self-image issues."

Rarity was beginning to turn that alarming shade of red again. Fluttershy grimaced and looked around for help. Fleur caught her eye and nodded emphatically, her expression communicating that the situation needed to be defused immediately.

Fluttershy thought desperately, settled on the first reasonable-sounding solution she could find, and acted.

"Celestia, I do not need this stupid little drama right now!" she said as loudly as she could. "Like, come on, ponies! I am trying to, like, focus and, like, channel 'the magics' and stuff! You are, like, totally killing my mojo here!"

Rarity stared at her friend in open-mouthed shock. Worthy looked at her in equal surprise, but Fluttershy could see the gears spinning behind her eyes. She'd been stopped in her tracks! It worked! Fluttershy allowed her brain a silent little "squee."

"Yes, well," Worthy said finally, picking herself up. "I suppose Miss Rarity here isn't the only mud pony with delusions of grandeur. Goodbye for now."

Rarity was still staring, open-mouthed, as the green unicorn trotted haughtily away. Fluttershy blushed apologetically and let a lock of her mane fall over her face. "... Sorry, Rarity."

"Darling," her friend finally managed, "what was that?"

"Well... I thought she was trying to embarrass you, so... I thought I'd act, like, um... "

Rarity raised an eyebrow. "Silver Spoon and Diamond Tiara?"

"Well, kind of," she admitted. "And then she'd insult me, but it wouldn't matter because everypony would just think I was a dumb, spoiled model, and... "

Her friend shook her head and smiled. "You are an odd duck, Fluttershy, but thank you. I know how much you dislike drawing attention to yourself, and it really means a lot to me that you'd... "

Something in the water caught Fluttershy's eye. The edge of one of the stream's lily pads lifted, and for a brief moment, she saw a pair of blue eyes framed by diving goggles and a tan horn. She barely had time to realize what she was looking at before Blue Cobra's horn flashed azure, and something tiny but rapid popped out of the water and zipped right towards Rarity's head. With a cry of alarm, Fluttershy dove at her friend and tackled her to the ground; she heard a soft poot from nearby as the paintball hit a tree and splattered.

"Fluttershy!" Rarity called in surprise. The pegasus blinked and glanced at the water again, but Blue had already slipped beneath the surface again.

She released her friend and sat up slowly. "... Sorry, I just, um, really appreciated you saying how much you appreciated me doing that."

Rarity frowned and examined her crumpled hat. "Well, that's very sweet, if oddly spontaneous, darling, but I'm afraid you've damaged another of my hats."

Blue Cobra's eyes appeared beneath another lily pad. Seeing her target, Fluttershy quickly grabbed her friend's hat and tossed it into the air; another paintball hissed unnoticed below it as Rarity shrieked in surprise. "Fluttershy, be careful with that!"

"Stop that, you meanie!" the pegasus hissed at the water.

Rarity gaped. "Meanie? Darling, you're the one tackling ponies and throwing their hats about!"

"N-no, not you, the-"

Both ponies turned as a newcomer cleared her throat. Jet Black stared languidly down at them. "Hey, not that I actually care, but that Photo Finish lady looked like she was gonna have an annuerism when you screamed. So you should probably, you know, not do that. 'Cause she's kinda nuts."

"Oh." Rarity blinked. "Sorry?"

"Whatever."

Fluttershy glanced back at the water. Blue Cobra was lining up another shot on Rarity's turned back. Acting as quickly as she could, the pegasus grabbed the silken coverlet in her teeth and yanked it out from under her friend, flipping the surprised unicorn onto her back. A third paintball zipped just past her head. Fluttershy had only a heartbeat to congratulate herself, however, before it smacked directly into Jet Black's eye.

"OW!" she screamed, dropping onto her rump and clutching her eye with both hooves. "What the HAY?!"

"Fluttershy!" Rarity scolded hotly.

"She did it!" Fluttershy offered desperately, pointing at the water.

"There's nopony there!"

"Gah! Seriously, somepony call a doctor, this freaking hurts!"

"S-she was in the water! Shooting paintballs!"

"Fluttershy, what has gotten into you today?!"

"N-nothing, I-I was just trying to-"

"Seriously, if I lose an eye, I am gonna be so freaking ticked!"

"You should be ashamed of yourself! Causing scenes, getting innocent ponies hurt-"

"R-Rarity, please s-stop shouting-"

"You were worried about Worthy embarrassing me? Darling, you've done far worse than she has!"

"... Then again, I could get an awesome eyepatch... "

"I-I'm sorry... "

With a sob, Fluttershy burst into tears and ran away, Rarity staring angrily after her. She distantly heard Photo Finish shouting for her to come back, that she was next, but she was too panicked and confused to listen. She broke through the tree line and into the woods around the park, and didn't stop running until she was gasping for breath between choking, miserable sobs.

"R-R-Rarity," she blubbered, sinking against a nearby tree, "I-I'm s-s-sorry... "

"I had not expected you to be a little crybaby."

Fluttershy looked up quickly. Her eyes were puffy and clouded, and she couldn't quite make out what she was looking at, but it seemed to be a tall, yellow pony. No, not quite... tan, but with a yellow catsuit and mane...

"Um," she managed.

Yellow Viper stood with a relaxed yet predatory posture. As Fluttershy's eyes cleared, she saw that the pony's eyes were noticeably slanted, an indication of her Okineighwan heritage, and on her front hooves she wore odd bracelets with a tapered, wooden club on each extending backwards to her elbows. The tan pegasus eyed the yellow one calmly. "Are you done weeping? I do not want to fight a weeping pony."

"I... If I say 'no,' will you leave me alone?"

"I do not want to fight a weeping pony," Viper clarified. "But I am willing to."

"Oh." Fluttershy frowned. "Why?"

"What?"

"W-why do you want to fight me?" Always have a plan, she thought to herself. Plan A: talk her down.

"I am to make sure you cannot model in the Fashion Forum."

"Why?"

"Because my employer wishes it so."

"Why?"

"I do not ask why."

"Why?"

Viper frowned in annoyance. "I do not question my employers."

Fluttershy chewed her lip. This wasn't working. She needed to try a different tack. Think, Fluttershy! Think!

"... Why?" NO!

"Enough questions. You will not delay this; Fleur de Lis is pursuing Blue Cobra. You are alone, and will not be rescued." Viper rose to a two-legged fighting stance, and the clubs on her bracelets began to spin, building momentum with each subtle movement of her forelegs. Fluttershy followed the arc of the clubs dazedly, her panicked mind unable to come up with a new course of action. Finally, she remembered: Plan B: RUN!

Without preamble, she bolted at full speed. Viper blinked in surprise at her, then sighed and darted into the air, less like a rocket blasting off (as Rainbow usually did) and more like a falcon leaping off to a fresh hunt.

Fluttershy gulped and ran, trying to keep under the cover of the trees to keep the dangerous pegasus from divebombing her. Fleur had tried to teach her how to control her fear, to keep her wings from locking up when she was terrified, but she didn't want to trust her life to the fickle things. A few hours of meditation and scented candles weren't going to make up for a lifetime of terror-induced wing lock.

And then she came to a cliff.

"Oh, come on!" she shouted at the world in general, skidding to a halt. A shadow passed in front of her, and she looked up to see Yellow Viper circling for the kill. She looked down; far, far below was the base of Canterlot Mountain, and very little else between her and it. She looked up again. She looked down again. She sighed, closed her eyes, and hoped Fleur knew what she was doing.

The wind whipped against her face and her mane as she plummeted towards the ground. Above, she heard a call of challenge as Viper dove after her in pursuit. She let her momentum continue to build, trying to remember all the times she'd seen Rainbow pull of dives like this, the ways she'd moved her wings, tensed her muscles just so, kept her head down at just the right angle.

Hey, my wings are moving! she realized with a surge of joy. It worked!

And then Viper shouldered into her and sent her spiraling out of control, and her wings stiffened and clamped themselves to her flanks.

"Oh, come on!" she shrieked again and the world spun dizzily around her. She briefly saw Viper, slowing herself to a hover as she watched the helpless Fluttershy spinning away towards the earth.

Okay, Fluttershy, now think, she told herself. This is no time to panic.

Actually, herself told her, now would be a really, really good time to panic.

Be quiet, Other Fluttershy, you're not helping!

Sorry.

Okay, just remember what Fleur taught us. Take a deep breath. Let your shoulders relax. Let that spread, to your neck, to your back, to your wings...

Um, it's kind of hard to relax when you're in an out-of-control freefall.

Listen, Other Fluttershy, if you're not going to help, then hush! We need to focus, here!

Okay, sorry.

Now, let our wings spread... feel the wind through our feathers... and... now!

Fluttershy opened her eyes and saw the earth very, very close in front of her. She fought to contain a wave of terror and instead focused on her wings. Stiffen, like so. Tilt, like so. Bend neck, like so. And...

She swore she felt grass brush against her belly, but at the last possible moment, her uncontrolled dive turned into a horizontal charge. With a wild cheer of delight and relief, Fluttershy zipped along through the fields of tall grass surrounding Canterlot's base, just enjoying the sheer happiness of being alive.

"I need to get back to Ponyville!" she realized aloud. "I've never flown this fast before! I could get Dashie and everypony and get back to Canterlot in no time!"

She grinned and looked up, trying to find her bearings. What she saw, instead, was the distant speck of Yellow Viper flying back into the park.

Rarity! she thought. Fleur!

Her eyes narrowed as she considered the options before her. Sure, she could get her Ponyville friends, and they could save the day... when they got here. But her Canterlot friends needed her now. These ponies were mean, violent, ruthless, and mean, and they were going to hurt or embarrass Rarity and Fleur if she didn't get back there and stop them.

"Stupid ninjas!" she growled, tilting her wings so that her momentum was carrying her back up the mountain. "Stupid Miss Worthy! Stupid... stupid Agents Secret!"

"I am afraid your friend has fallen," Yellow Viper told Fleur de Lis calmly. "That is a literal statement. She fell off of the mountain."

"Really?" Blue Cobra asked in surprise. "A pegasus fell off the mountain?"

"It was very pathetic."

"Indeed."

"I think you will find Flootairshy is more impressive than she looks," Fleur told them with as much bravado as she could manage. Hanging from a flagpole at the top of one of Canterlot Castle's tall towers with her right hind leg nerve-pinched into uselessness and her left shoulder bruised and stiff was not an overly conducive position for the cultivation an air of confidence.

Blue stretched languidly. "Yes, well, that's rather intimidating and all, but I believe you've a date, my dear."

Yellow nodded. "With the ground, she means to imply."

"Yes, thank you. Too bad Red couldn't make it, though. I think she'd enjoy the show."

"She would wish to take revenge firsthoof."

"I'd be happy to wait," Fleur volunteered considerately.

"No, I don't think so," Blue smiled, stepping towards her dangling adversary. "Given the humiliating defeat you hooved her, I think it's only fair she misses out. Now then, Fleur. How do you ponies say it? Au revoir?"

"Bonjour," she corrected, and summoning all the strength she could into her good foreleg, she launched herself off of the flag pole and into a flying forward kick. Blue, caught off guard, took a hoof to the chest and went down hard. Yellow recovered quickly and began spinning her tonfas. Fleur crouched defensively over the fallen Blue, one hoof pressed against her elbow. "Leave, Yellow Viper, and I will not lame her."

"It is no concern of mine whether she is lamed or not," Viper retorted. "She was a fool to put herself in range of your attack."

"Oui, but do you bear your comrades no loyalty?"

"My loyalty is to my employer. My employer did not specify loyalty to my coworkers."

"What?!" Blue demanded, trying to squirm away but freezing as Fleur applied pressure to the joint. "Yellow, don't press the attack! We've beaten her enough to keep her away from the Forum, and you eliminated the pegasus! We've already won!"

"Your victory remains unclear, mon amie," Fleur told her. "Flootairshy will be back."

"I find this unlikely," Viper said coolly. "She was a poor flyer, spinning uncontrollably to the ground. Few but a Wonderbolt could pull out of such a fall in time."

Blue's eyes widened, and she glanced at Fleur, who grinned at her and winked. "Is that so?"

"It is. I find it unrealistic to think... " She stopped and put a hoof to her neck; a small, feathered dart fell to the ground as she brushed it away. "... Huh," she observed. "That is odd." And then she fell over.

"Flootairshy!" Fleur called happily. "You are sécurité!"

Fluttershy landed lightly beside her friend, still the blowgun tucked under a foreleg. "H-hi, Fleur. Sorry it took me awhile to get here, I had to make sure that Rarity was okay."

"C'est une bonne," the unicorn said casually, though she winced as she tried to move her left foreleg. "She is well?"

"Yes, but... she's... sort of mad at me."

"Oui, well, she will thank you when all is done."

Blue Cobra sighed in annoyance. "Look, this is all rather touching, but could I go now? I surrender, the day is yours, viva la Fancè and all that."

Fleur frowned. "You threw un chariot at me."

"It was nothing personal. Business is business, you know. We're all professionals here."

"You can let her go," Fluttershy said softly. Fleur looked at her in skeptical surprise, but, after a moment, released her joint lock. Blue Cobra winced and started to stand, but stopped suddenly when Fluttershy pressed her face right up against hers. "But if you ever try to hurt or embarrass my friends again, I will do things to you. I wrestle bears, lady. You do not want me to do things to you."

Blue's face went through several expressions before it settled on impressed, mild terror. She nodded, tipped Fluttershy a little salute, and jumped off the side of the tower. Fluttershy gasped in surprise and horror and ran to the side, only to find Blue, wrapped in an aura of magic, drifting gently down towards the city.

"You did well," Fleur told her. "Good work, mon amie."

"Thanks," Fluttershy said, relief in her voice. She turned to the fallen Yellow Viper and nudged her gently, drawing a deep, contented snore. "So... we won, right? I mean, Blue Cobra left, we can have the guards arrest Yellow Viper, and you're a better fighter than Red Adder, so... are we done?"

Fleur sighed and shook her head. "No, mon amie. We cannot call the guards; it would draw attention to me and possibly reveal my cover. Also, the sarbacane is illegal in Equestria."

Fluttershy made an "eep" sound and dropped the blowgun quickly.

"Red is still dangerous, and I am too injured to fight her. And there is no guarantee Blue will leave for good, or that Mademoiselle Worthy will not hire more, if less talented, agents. No, Flootairshy, we still have one more task ahead of us."

She leaned forward, wincing at the pain in her shoulder, and placed her good hoof on Fluttershy's shoulder. "We... you... must still protect Rarity at the Equestrian Fashion Forum."

Fluttershy gulped. "Yay."

Fashions to Die For

The communal dressing area of the Canterlot Royal Theatre was absolutely packed. Each designer had cordoned off a piece of property with wheeled racks stuffed to bursting with fabrics, sewing tools, accessories, makeup, and finished garments, mostly stuffed into clear plastic bags to protect them from harm. Their models moved about the room gracefully, chatting quietly with eachother in the high, peaked tones of mares who just didn't particularly want to know eachother, but who didn't have any other way to pass the time. The place crackled with nervous tension and the chemical smell of hairspray.

Fluttershy looked around nervously. Rarity still hadn't arrived, and hadn't said a word to her the night before. Fluttershy had tried to apologize for tackling her and breaking her hat, but between her stress, her lack of sleep, and her obsession with defeating Miss Worthy, Rarity wasn't a pony to be reasoned with just yet. Well, she'll thank me when I save her career. Um, if I save her career.

Making sure that nopony was paying her any attention, Fluttershy looped the chain of her pendant around her hoof and slid it over her head. She tapped the light sapphire at its center tentatively. "Um... testing, testing?"

"Oui, Flootairshy," came Fleur's voice, barely audible over the noise of the hall. "I hear you loudly and clearly, mon amie."

"Oh, good. Any sign of... them yet?"

"Non. I am watching the crystal balls, however. I will inform you as soon as they arrive."

"Good. ... What about Rarity?"

"She is on her way. She just left with Fancy."

"Okay. What if she makes me take this off?"

She could hear Fleur's smile. "This will not happen. The jewel goes perfectly with the dresses she has designed."

"Well, okay, but she's sort of picky sometimes, and she's sort of upset with me, and she might... "

"Trust me, mon amie."

"O-okay."

Somepony cleared her throat nearby, and Fluttershy looked up in panic to find a purple filly with a stylish short, green mane and matching eyes regarding her skeptically. "Uh, who are you talking to?"

"Oh, um... nopony." Fluttershy tried to resist chewing her lip. "I mean, myself. To... pump myself up for the show. Um. Yay?"

"Right," the pony said doubtfully. After a moment of awkward silence, she extended a hoof. "I'm Grape Vine. You and your friend sat next to me and my grandma at the banquet, remember?"

"Oh, yes. You're very pretty."

"Thanks, but I'm a model. That's kind of my job." She glanced at the space behind Fluttershy. "Where's your friend, anyway? Show's in like two hours. Every other designer's done setting up and ready for the show, and just standing around, getting stressed about the details."

"She's... running late. You know, fashionably late?" She managed a weak laugh.

"Yeah. Uh, look... are you okay?"

Fluttershy blinked. "W-what do you mean?"

"Look, we all know that Worthy lady has it out for your friend." She shrugged. "She seems like a real witch, so we've all been kinda rooting for you two. Besides, you know, you've kind of saved the world a couple times. So, if you need any help keeping an eye on your friend's gowns or whatever, I think a lot of us would be happy to help."

"I... wow, thank you." For the first time in what seemed like a very long time, Fluttershy managed a genuine smile. "That would be really, really, really helpful. Um, if it's not too much trouble."

She grinned back at the pegasus. "Nah. It'll give me something to do while Nana Golden's being crazy. I'll let the other girls know, too. Just find me when your friend gets here."

Fluttershy nodded and waved as Grape Vine turned and ambled leisurely away. She jumped again when Fleur's voice suddenly crackled over the magical pendant. "Flootairshy, I see Yellow Adder. She is in the theater's costume storage room."

"O-oh, okay," Fluttershy squeaked. "Where is that, exactly?"

"It is behind you, the last door on the left past the dressing area. The door will be locked. However, the air ducts in the adjoining room should be large enough for you to squeeze through."

"I'm not... really comfortable with tight spaces... " Fluttershy shook her head and trailed off. It's for Rarity, she reminded herself. "Nevermind. Okay. Vents."

After glancing quickly around to see if anypony was watching her, the yellow pegasus trotted quickly across the designers' workspace and into a more narrow, less well-lit hallway. The door to the costume storage room was labelled as such with a brass plaque, and was constructed of sturdy, heavy wood. The one before it, however, looked to be a more modern addition; it was aluminum, painted gray, and had "Boiler Room" stenciled across its front. It opened with a small, ominous creak.

The bulk of the room was occupied by a huge, black iron furnace attached to the ceiling and walls by ducts and pipes jutting out at every angle. Its grilled maw burned with a low, orange light, and the sudden, intense warmth of the room drove Fluttershy back a step in surprise. She regained herself and entered cautiously, keeping a wary eye on the furnace lest it make any sudden moves. These might have included a release of smoke, a hissing pipe, or suddenly coming to life and trying to devour her. Any of the three seemed likely at this point.

Fortunately, the pig iron monstrosity remained dormant for now, and Fluttershy was able to inch her way along the wall until she found the vent connecting to the storage room. It was little more than a rectangular hole in the wall covered with metal bars; the boiler was close enough to provide heat to the room without the use of pipes. The bars were held to the wall by a series of conveniently wide-headed wingnuts, which the pegasus was able to turn with a minimum of trouble.

As she worked loose the third nut, though, she froze. A shadow passed in front of her on the other side of the vent. A moment later, a shift in the light revealed it to be Yellow Adder, as expected, still clad in her yellow jumpsuit and with her twin tonfas holstered comfortably behind her wings. She was wearing a pendant much like Fluttershy's, albeit set with an amber, and had raised it in one hoof.

"I am in," she said quietly.

"Excellent," came Miss Worthy's voice. "Stand by. Blue reports that she's arriving shortly. I'll provide a distraction once she does."

"As you say."

Fluttershy frowned. The "she" in question was probably Rarity. Once she arrived, she'd undoubtedly be looking for her model. And Yellow Viper and Miss Worthy would be looking for the first opportunity to sabotage Rarity's show.

She was going to have to go in there and deal with the crazy ninja espionne. By herself. And quickly.

She felt her wings start to lock up with tension, and the rest of her was following suit. Anxiety crashed over her like a tidal wave; fear of what Yellow Adder could do to her, physically, worry about Rarity's well-being, picturing what would happen if she failed. Paralysis began creeping up her hooves in a slow, cold tingle.

I can do this, she told herself, desperately wanting to believe it was true. I'm the only pony who can right now. Don't think like Fluttershy. Think like your friends. What would Rainbow Dash do?

She had a very brief, very vivid mental image of Rainbow smashing through the wall, tackling Yellow Adder into a pile of old Wiggle Spear costumes, and emerging moments later with the evil espionne bound and trussed. It was a very comforting thought. Unfortunately, bursting through walls was probably out of the question. What would Twilight do?

This time, she pictured Twilight Sparkle teleporting behind Adder and blowing the espionne away with a blast of lightning. Magic wasn't going to do Fluttershy much good, either, though. Applejack would have probably kicked down the door and subdued Adder with her lasso and a solid buck to the face. Rarity would have called the Royal Guard like a sane pony. And Pinkie Pie...

Actually, Fluttershy thought, that just might work.

Yellow Adder was across the room, facing the door, as Fluttershy squeezed through the vent and landed awkwardly on a pile of jester outfits. She glanced nervously at the other mare, but it seemed the espionne hadn't heard her. Good.

The storage room was filled to bursting with chests, racks, armoires, and piles of old clothing stacked to the ceiling. Somepony at some point in the distant past–possibly around the time of Starswirl the Bearded–had tried to organize the chaos, and a hooffull of colored tags marked with crisp, clear writing designated certain piles as having come from "Mare of La Mancha," "Les Vaguement Malheureux," or "The Trottish Play." For the most part, though, the room was a jumble of medieval formalwear, colorful uniforms, and an array of hats that would have made Rarity swoon.

Fluttershy cast about silently for what she needed, taking great pains to avoid knocking over any piles or bumping into any furniture. Miraculously, it didn't take long for her to find what she was looking for.

"Yellow Adder... " a sinister voice called from the shadows. "You are not welcome here... "

The yellow-clad espionne looked up sharply, eyes narrowed. "Who is there?"

"You disturb our eternal rest," the voice continued. "Begone... "

Yellow Adder regarded the room with emotionless calm. "I do not think so."

"Then... face your doom!"

A shawl of inky black fabric flew out from the shadows. It hung, suspended, in the air for a moment before crashing down upon the espionne with a gentle rustle.

Yellow Adder remained motionless.

"Um," Fluttershy added, "boo?"

Adder pulled the cloak from over her head and gave the yellow pegasus a level stare.

Fluttershy dragged a hoof across the floor awkwardly. "Well, it would have scared me."

"I am going to start hitting you now," Adder told her. "I do not know when I will stop."

Fluttershy squeaked and darted backwards as the yellow-clad espionne leapt into the air, tonfas springing into her fetlocks in a motion too fast to follow. She was diving towards the fleeing pegasus a moment later, clubs spinning with an ominous whump-whump sound, her eyes chilly with malice.

Fluttershy ran head-first into a chest. The pile of costumes stacked precariously atop it swayed and then came tumbling down, directly on top of the charging espionne. Adder gave a surprised snarl as the clothes smashed her to the floor; one of her tonfas went skipping away and disappeared into a pile of tabards.

Shaking her head to clear the stars, Fluttershy looked around for the vent she'd entered through. She found it and sprang towards it as quickly as she could, just as Adder burst out of the collapsed pile and shouted a wordless battle cry. The indignant espionne got there first, her remaining tonfa striking the wall just in front of Fluttershy's head. She gave another startled yelp and fell back, Adder a menacing step behind her. Whump-whump.

Fluttershy looked around desperately, seeking anything she could use to defend herself. Nothing but clothes were at hoof. She skittered backwards as quickly as she could, the espionne just behind her, her usually vacant face beginning to show the barest signs of malicious glee. Fluttershy's shoulders bumped against the doors of one of the armoires, and she knew she was trapped.

The armoire's door wasn't quite closed, however, and the impact pushed it shut at the expense of popping the adjoining door open. Released from the pressure holding it in place, a disc-shaped metal shield slid loose and dropped into the panicked pegasus' hooves. Reacting on instinct, she lifted the shield just as Adder came in for a crushing strike. The tonfa caught the edge of the disc, and, with a loud crack, the upper half of it splintered and went sailing harmlessly away.

Adder stared at her broken weapon in surprise. Fluttershy stared down her her shield. It was decorated in the ancient pegasus style, and a small bouquet of white-and-purple pansies were embossed in its center. "Huh," she said.

That was all she had time to say, because Yellow Adder had already recovered from her shock and was lunging again, this time with an overhand hoof chop aimed at Fluttershy's skull. The pegasus cringed and raised her shield again just in time. The espionne's hoof rang off the metal, and she fell back a few steps, clutching her foreleg.

This was her only chance, and she knew it. Fluttershy darted forward, bulling into Adder with the shield and knocking her over, then dove for the vent. She discarded the shield as she did, realizing she wouldn't have time to fit it through with her, and squirmed through the hole and into the boiler room faster than she thought possible. She ducked beneath a scalding-hot pipe and turned around, her flank to the massive boiler, just in time to see a not-at-all-calm Yellow Adder emerging from the vent after her.

"Enough of this," the espionne spat. "I will not be made a fool of by a whimpering coward I was to sabotage the target by destroying her wardrobe, but instead, I shall sabotage her by destroying you."

Fluttershy's eyes shot towards the door. With all the pipes and ducts emanating from the furnace, it would be a tricky bit of flying to get there quickly without hurting herself. Even Rainbow Dash might have thought twice about it. And Rainbow Dash didn't have to worry about her wings locking up when she was nervous.

"I am attacking you!" Fluttershy suddenly thought, remembering her conversation with Fleur two days prior. "What do you do?"

"I-I'm really sorry if I hurt you," the pegasus said, gingerly stepping over a pipe as she edged towards the door. "I didn't mean to. I was just afraid you were going to hit me with your stick, and–"

"Be silent," Adder snapped. "Accept your fate."

"I'm also really sorry about shooting you with a sarbacane. That must have been awful."

The espionne just glared.

"But," Fluttershy continued, inching ever closer to escape, "I think we have a really big misunderstanding here. We don't need to be enemies. This show isn't really even a competition. Can't we all just, you know, not bother eachother? I'm willing to let bygones be bygones, and... "

Adder's eyes widened and then narrowed with realization. Quick as a cat, she sprang to the side, rolling under a broad, flat duct and coming to her hooves directly between Fluttershy and the door.

"But what if there was nothing you could say to dissuade me?" Fleur's memory asked.

Fluttershy closed her eyes, gritted her teeth, and waited.

Adder leapt at her in a classic hoof-fu kick, rear leg extended with the hoof angled towards to strike with the edge. Fluttershy opened her eyes, timed her heartbeats, and then grabbed the espionne's extended leg and, with a fluid motion she hadn't practiced in years, rolled beneath the airborn attacker and came up in a spin with all her strength and momentum behind it. Adder let out of cry of surprise as her leap suddenly gained power far beyond her intent. Her head careened off a solid iron pipe, and she kept going until she slammed into the wall and landed in an unconscious heap on the floor.

"Sorry," Fluttershy murmured.

She emerged from the boiler room a few minutes later, having borrowed a few pieces of clothing and Applejack's instructions on knot-tying to make sure that the yellow-clad espionne wouldn't be presenting a threat again tonight. She reached for her pendant, a bit smudged from sweat, and spoke quietly into it. "Yellow Adder is, um, subdued."

"Magnifique, Flootairshy," Fleur replied. "I knew you could do it. I am so proud of you."

"Thanks. Is Rarity..."

"Fluttershy!"

The pegasus looked up to find the indigo-maned unicorn, a bit disheveled and unkempt, magically lugging a wheeled rack of canvas-covered clothing behind her. "Fluttershy," she repeated, her expression tight and tone urgent, "where have you been?! We have to get ready! And why are you all sweaty?!"

Fluttershy glanced at the boiler room, then back at Rarity, and managed a small smile. "Just... nervous, I guess."

"Don't be!" With a flourish, the unicorn lifted the canvas from the rack and tossed it aside. It revealed an array of dresses in various colors and styles, most of them glittering with gemstones or Rarity's unique, color-shifting silk. Fluttershy gasped appreciatively, and Rarity shot her a confident grin. "We are going to win this thing, and shove that horrid Miss Worthy's face in it."

"It really isn't–"

"Yes it is," Rarity interrupted. "At least with her. Now then, come on, your mane starts getting limp when you sweat like that. Let's get you ready for the show, hm?"

"Flootairshy," Fleur's voice whispered. "Flootairshy, come in."

"Um, I don't know if I can talk right now," Fluttershy responded, cupping the pendant in one hoof. "Rarity's looking for some makeup right now, and then–"

"Blue Cobra is on the catwalks above the stage. It appears she has some sort of weapon, perhaps another sarbacane."

"Oh." The pegasus closed her eyes and let out a nervous breath. "I have to stop her, don't I?"

"Oui."

"Rarity's going to be really upset if I sneak off, though... "

"Rarity will be plus upset if Worthy succeeds in humiliating her and destroying her career."

"I know, I just... I sort of hoped Blue Cobra wouldn't be back. I thought I was pretty scary."

"She is driven by money, mon amie. Perhaps Worthy made her a better offer to stay. Regardless, you must go."

"Right." Fluttershy sighed and rose from the makeup chair. Her mane was currently done up in rollers, and she was already taped into one of Rarity's gowns. If she had to fight the blue espionne, the outfit would be ruined, and Rarity would be furious. Maybe diplomatie will work this time.

Rarity's back was still turned when she made a break for it. She noticed Grape Vine watching her as she left, but could offer the other pony no more than a wave of recognition.

A set of stairs led to the catwalks that crisscrossed the auditorium, the stage, and the backstage area. Fluttershy, not willing to risk damaging her gown by flying, trotted up them as quickly yet delicately as possible. A few stage workers, tinkering with the lights, gave her strange looks as she passed, but she put on her best Diamond Tiara face and nopony was willing to bother her.

She found Blue Cobra above the middle rows of seats, far enough away and deep enough in the shadows to avoid notice from the stage crew. She looked up as Fluttershy approached, and her expression flickered through a few emotions before settling on neutral. "Miss Fluttershy, how lovely to see you again."

"I thought I told you," Fluttershy replied in the darkest voice she could muster, "what would happen if you messed with my friends again."

"You did," Blue Cobra agreed. "In point of fact, I'm not. I'm merely providing security for Miss Worthy."

Fluttershy gave her a doubtful look.

"It's true," Cobra repeated. She telekinetically drew a simple, collapsible spyglass out of a saddlebag on her back and presented it to Fluttershy. "This is all I'm armed with. No blowguns or any other forms of weaponry which, I should note, are very, very illegal in Equestria." She gave the pegasus a level look.

"Oh." Fluttershy felt her shoulders relax a bit, but she took control of her body language struck Blue Cobra with her sternest stare. "Okay. But if I have to come back up here tonight, I am going to be very, very angry. Understand?"

"Perfectly," Cobra replied. She replaced the telescope and turned her attention back to the empty seats below. "Good luck tonight, Miss Fluttershy," she said without looking back. "For what it's worth, I believe that your friend's work is extraordinary. I'm sorry about the difficulties between us."

"Me, too," Fluttershy said with a sigh. She trotted away, back towards the stairs, tired but relieved that she wouldn't have to deal with the blue-clad espionne tonight. Yellow Adder had been more than enough excitement already.

"Blue Cobra isn't a problem," she whispered into her pendant as she descended the stairs. "She's just keeping an eye on things for Miss Worthy."

"You are sure?"

Fluttershy nodded, not realizing Fleur couldn't see the gesture. After a moment, she added, "Yes. All she had was a little spyglass."

Fleur made a thoughtful sound. "Very well. Get back to Rarity, mon amie. She is about to tear her mane out."

"Oh, whoops."

Fluttershy emerged from the stairwell to find her friend building towards an epic-scale breakdown. Rarity's mane was a mess, her pupils were dilated, and she was speaking to no one in particular in a voice both too loud and too high pitched. A few of the other models and designers were giving her nervous looks. She she spied Fluttershy, she froze, and then dashed towards her with unsettling speed.

"Fluttershy! Darling!" the unicorn cried with a rictus grin. "I'm so glad you're safe! You really had me worried! Disappearing like that! When I was trying to prepare you to model in the most important show of my career!"

"S-sorry, Rarity, I had to–"

"No matter!" the unicorn cried, her smile growing even wider. "We've only got fifteen minutes left, so we'll just have to work as hard as we can to make you perfect in time! Come on, sit, sit!"

Rarity hauled Fluttershy bodily across the room and flung her into the padded makeup chair hard enough to negate the padding. Before Fluttershy could issue a protest, a swarm of brushes, hair sprays, and other mane-care products were flying about her head while Rarity herself went over her gown with an intense, critical eye to check for loose stitching or frayed edges.

In almost no time at all, Fluttershy could hear voices coming from the auditorium. The audience was filtering in. Soon, Fancy Pants would take the stage, and the show would begin. Compared to fighting tonfa-wielding ninjas and crazy hoof-fu mares, being on stage in front of hundreds of strangers shouldn't have seemed like much of an ordeal, but Fluttershy found herself going cold at the edges again as she considered going out in front of so many ponies, all of them staring at her, all of them judging her...

Her morbid train of thought was derailed when a rich, dark voice sneered, "Ah, Miss Rarity."

Fluttershy opened her eyes and found herself staring at the reflections of Miss Worthy and Red Viper, both clad in undeniably gorgeous gowns of custom make. Rarity was staring back at them, and while Fluttershy couldn't see her face, she could tell from her friend's tense posture that she must have been hanging onto her patience by a thread.

"Ahh, it seems your wardrobe is still intact," the older mare noted, brushing a hoof down the sleeve of a dress. "That's wonderful. There was quite a bit of concern about potential vandalism backstage, what with the low standards of entry."

Rarity opened her mouth for an angry retort, but then steadied herself and took a deep breath. In a rigidly even voice, she said, "Miss Worthy. Get out of my face right this instant, or I will put you through that wall." She gestured with her chin towards the brick-and-mortar behind them.

Worthy rolled her eyes. "The lower classes, always so prone to violence. Very well, dear, if my presence ruffles you so, we shall depart." She turned to leave, but cast a catty glance back over her shoulder, directed straight at Fluttershy's reflection. "You've had good luck so far. Best hope it continues."

"What do you suppose she meant by that?" Rarity asked as her nemesis departed.

"My... natural grace?" Fluttershy lied.

"Hmm." Rarity gave her a suspicious look, but let it drop.

"Fillies and gentlecolts," Fancy Pants' sonorous voice called. The murmuring of the crowd began to dwindle away. Fancy waited for a moment, an expert showman, and then continued. "Thank you, one and all, for your generous support of and interest in this show, the first annual Equestrian Fashion Forum. Top designers from all over Equestria will be displaying their finest works of artistry and design for you tonight. This is not a competition; there will be no winners, and no losers. This is just a way to shine a spotlight on some of the most creative and impressive visionaries in our country, and to show them how much we support and appreciate their hard work."

There was polite applause. Fancy Pants smiled and bowed his head. "Of course, you're not here to listen to me speak. So, without further ado: fillies and gentlecolts, I give you fashion!"

The music started. The curtains parted. Fluttershy caught down an overwhelming surge of panic and, somehow, shakily managed to put one hoof in front of the other when it came time for her to make her walk. It seemed to take an eternity, and it was over before she knew it. She almost collapsed into Rarity's hooves when the spotlight left her and her friend touched her gently on the shoulder.

"You did marvelously, dear," Rarity told her. "Just make it through the questionnaire, the rest will be simple."

Fluttershy swallowed and gulped.

The next several minutes were spent with Fancy Pants going down the line of models and asking each one to answer a question that, to Fluttershy, seemed a bit ridiculously complex for a fashion model to answer. "Following the changeling attack on Canterlot two years ago, how would you suggest the Royal Sisters approach diplomacy with Queen Chrysalis?" "Do you support the creation of a Magic Loss Support Fund to recompense those suffering emotional distress after being assaulted by Tirek?" "How would you suggest that non-alicorn members of the royalty remain relevant in the modern age?"

"Wait, there are non-alicorn members of the royalty?" the newly eyepatch-sporting Jet Black asked. Somewhere in the audience, a large, white stallion with a golden mane huffed indignantly.

"Miss Fluttershy," Fancy Pants said as he came to her. "You're here representing Miss Rarity of the Carousel Boutique in Ponyville. You are also, as I don't need to remind anypony, one of the Elements of Harmony. Tell me, what do you think about the ongoing class divisions in Equestrian society, particularly here in Canterlot?"

Fluttershy gave the refined stallion a slightly panicked look. She wasn't the most politically-minded filly in Ponyville, but she could almost feel the sudden anger radiating from the direction of Miss Worthy, and read the tension in the faces of many in the audience. "Um... well. I know Canterlot has a very long history, and there are a lot of old traditions that go back hundreds of years, and a lot of them are very interesting. Like the Canterlot Gardens being a sanctuary for lost or injured wildlife. And Ponyville, where I'm from, has only been around for about seventy years. So we don't have a lot of the same traditions as you do here. But in Ponyville, everyone is pretty much equal, and everyone generally likes eachother, and aside from the horrible disasters and scary monsters that keep showing up, it's a really nice place to live. So... maybe the class divisions aren't really necessary here? Maybe... "

She was cut off by a derisive snort from the audience. Someone else shouted "boo" in a bored voice.

Fluttershy quailed a bit at the response, and then let out a squeak as the microphone was suddenly snatched from Fancy Pants' hoof. She turned to find Red Viper looming over her, her expression snide and confident.

"Perhaps you should leave the talking to your friends," she said in her thick, heavy accent, "much as you leave the fightink of monsters and savink of world to them as well."

Fluttershy protested, but the espionne ignored her and turned to Fancy Pants. "Well? What is my question?"

The stallion gave her a chilly glare. "What, exactly, do you think you're doing?"

"We have time limit, da? The yellow one goes over that. Is my turn. What is question?"

Fancy Pants stared at her, then cast Fluttershy an apologetic look. She nodded, honestly relieved, and stepped back into place.

"Same question, I suppose," the stallion said after a moment. "What do you think about class divisions?"

"Is the right and privilege of the strong to rule over the weak," Red Viper said immediately. "This is why the Royal Sisters are at top. This is why Canterlot is greatest city in Equestria. These newer settlements, like this Pony... town, they forget this. They believe all thinks are happy sunshine. They do not remember that thinks are so only because the princesses keep it so. Without them, their villages would be overrun, burned, reduced to rubble. Only strong would survive. Only strong would rule. And one day, the princesses maybe won't be here anymore. We must be strong before then if we are to survive."

There was a smattering of enthusiastic clapping from the audience. Fancy Pants just looked disgusted. "Thank you. I believe that concludes the questionnaire portion of this show. Fillies and gentlecolts, there will be a short intermission while the presenters prepare their next pieces. There is coffee and tea available in the lobby."

Tea sounded like a wonderful idea to Fluttershy, whose nerves were just about shot, but Rarity dragged her back to the makeup table again and set about styling her mane and dressing her in the next gown. "That Red mare," the unicorn muttered as she worked. "She's a bit... "

"Scary?" Fluttershy offered.

"Intense," Rarity allowed. "I wonder how much of her little speech came out of Worthy's mouth first."

"Does it really matter?"

Rarity shook her head. "I suppose not. It just got me thinking. If Worthy believes that sort of thing, she could be dangerous. It's a wonder she hasn't tried to sabotage me yet."

Fluttershy coughed politely.

"Even if she doesn't try anything, though, her model might. Do be careful out there, darling. She might try to trip you or bend a wing or something."

Or ninja-kick me in the back of the head, Fluttershy thought. She nodded. "I will. Thanks, Rarity."

Her friend nodded, then paused for a thoughtful moment before nuzzling her cheek against Fluttershy's. "I'm so sorry I lost my temper yesterday, dear. True, you were behaving a bit erratically, but I know how stressful this all must be for you, and you didn't mean any harm. And I've been so wrapped up in wanting to knock that horrid Miss Worthy down a peg that I haven't been there for you like a friend should. Forgive me?"

Fluttershy smiled and wrapped Rarity in a sidelong hug. "Of course, Rarity. I know–"

"On in three!" cried one of the stage hands from across the room. Rarity froze, looked at the unfinished state of Fluttershy's mane, and suddenly burst into a flurry of activity. Fluttershy sighed and settled in for another whirlwind assault of combs, brushes, and chemical fumes.

"I don't know how you managed to defeat Yellow Adder," Red Viper hissed between the teeth of her porcelain smile. "But you will not be so lucky twice."

The models were lined up along the edge of the stage, all in nearly identical poses to show off how their gowns accentuated certain curves and played down others. Fluttershy still felt uncomfortable being on display like this, but at least she wasn't the sole focus of everypony's attention this time. Now, she only really had to worry about one pony's attention. Their hostile, hateful attention.

"You're too late," she whispered back. "The show's already going. Everypony is already seeing how amazing Rarity's designs are. She won."

"She has won nothink," Viper snarled, her facade breaking for just a heartbeat. "This show is not over. There is more to our plan."

Fluttershy tried to hide her gulp. She turned her focus back to the audience of staring, clapping ponies... and thus was caught by surprise when Viper suddenly kicked foreleg, knocking her off-balance and nearly off the stage. Only a last-second remembrance of her wings kept Fluttershy from spilling to the floor below, and she rose into the air and pointed an indignant hoof at her attacker. "Hey!"

Only a moment later did she remember that she needed to be careful about flying in these dresses. She looked down to find a tear had started at the seams below her forelegs and was making its way down her side. She blushed and hurriedly landed, keeping one wing tight around the ripped stitching.

"What is wronk?" Viper demanded loudly. "Such pretty dresses, but a pegasus cannot fly in them? A laughable design choice!"

"H-hey!" Fluttershy stammered again. "Rarity is a wonderful dressmaker! She just had to rush things a bit because Miss Worthy provoked her!"

Viper laughed. "Provoked? Yes, perhaps. And your friend was so insecure about her shoddy work that she felt she had to redesign her entire wardrobe to stand a chance!"

"N-no, she just–"

"Ladies," Fancy Pants interrupted, his voice bolstered by his microphone. "If you cannot maintain professional behavior, I'm afraid I'm going to have to ask you to leave." Fluttershy landed meekly and offered an apology. Viper just inclined her head slightly in acquiescence. Grudgingly satisfied, the stallion turned back to the audience and raised a hoof. "Next, we'll have the designers themselves say a few words about their pieces! Our first speaker will be Miss Cloudy Sky... "

The models retreated back to the curtain, where they continued to stand and smile vaguely while Fancy went down the line to interview each designer. Fluttershy and Red Viper will still stuck side-by-side, though the pegasus was making a concerted effort to ignore the red-clad espionne and to keep her dress from falling apart.

"Miss Worthy will break your friend," Viper said softly after a long moment. "I will break you."

Disgusted, Fluttershy rolled her eyes and shot the taller mare a glare. "Ripping my dress isn't going to ruin Rarity's career."

"That was not plan. That was fun. Plan," Viper grinned, casting a glance up at the ceiling, "comes soon."

Fluttershy followed the espionne's gaze, but couldn't see anything past the blinding stage lights. Did she mean Blue Cobra? But Blue Cobra didn't have any weapons, just that spyglass. What could she do from up there that would humiliate Rarity?

"Thank you, Mister Rhinestone," Fancy Pants said genially. He turned to Rarity and gave her a friendly grin as he extended the microphone.

She took it daintily in a glow of magic, and smiled her most feminine smile at the crowd. "Good evening. I... am Rarity." She paused for effect, tossing her mane a bit. "All my life, I have dreamed of having my fashions worn throughout Equestria, but especially here, in Canterlot. I have always deeply admired the culture and refinement of this city and its ponies, and one of the greatest benefits of becoming an Element of Harmony–besides making so many wonderful friends–has been the opportunity to spend time here so often. In fact... "

"It's a sarbacane," Fluttershy gasped quietly. She glanced up at Red Viper. "Her telescope. It's really a blowgun, isn't it?"

"Da, you yellow little fool," Viper said with a nod. "Her dart will be tipped with a poison extracted from Laughing Joke, from Discord Vines, and a little touch of dark magic. It will change her personality drastically for the next few hours, long enough to utterly destroy her own career."

Fluttershy's eyes widened. "Oh no... "

"Oh yes," the espionne said with a malicious grin. "And it is too late for you to stop her. Had you realized it earlier, perhaps you might have thwarted this plan... but now, you are next to me, and I will not let you fly away. Just watch, little yellow fool. Watch what happens now."

Fluttershy stared at Rarity, stared above her, strained to see through the lights and pinpoint where Blue Cobra must be. There, she thought. I think I see something...

She spread her wings and tensed, preparing to leap, but Red Viper's hoof was suddenly resting gently against the joint of her wing. A pressure point. She knew it would be trivial to cripple her with hardly a nudge. And how could she stop Blue Cobra in time if she couldn't fly up to the catwalk?

Above, Cobra's silhouette moved. Fluttershy thought she saw something long and shiny floating beside her, taking aim, enveloped in a dark blue light.

"Sorry, Rarity," Fluttershy whispered.

She charged forward.

Red Viper, expecting the pegasus to leap into the sky, was caught off-guard by the sudden rush and missed her strike. She lunged after Fluttershy, managing to bite down hard on her long tail and trying to drag her to a stop. Fluttershy pressed forward with all the power she had, ignoring the pain as hair was pulled loose from her flank, finally ripping free and springing forward, surprised at her own momentum. She barreled into Rarity's back, knocking the unicorn cleanly off the stage with a startled, if ladylike, shout of surprise. The microphone flew from her telekinetic grasp and landed hard on the stage with an ear-splitting ring.

There was silence.

"F-Fluttershy?" Rarity asked from below, looking up in shock at her friend.

"Um," Fluttershy answered.

"Why did... why... " She paused. "Why is there a dart in your neck?"

Fluttershy froze. She slowly craned her head around until she felt the tug of a needle in her flesh. She gently pulled it free and looked at it in her hoof. A purple substance was smeared across its surface.

"Oh, no," she said quietly.

And then Red Viper grabbed her by the mane and pulled her bodily up into the air, standing on two legs as she had atop the carriage. She placed a hoof against the pegasus' neck and shouted, "Everypony freeze!"

"What is the meaning of this?!" Fancy Pants demanded, striding towards them.

"Saboteur!" Viper cried. "There is a saboteur above! This one must have been workink with her! They intend to humiliate the Canterlot nobility!"

Shocked cries of outrage went up through the audience. Rarity's was one of them, albeit in a different tone. "Are you out of your mind?!" she demanded. "Fluttershy is my friend! She would never–"

"Never what, Miss Rarity?" Worthy asked, stepping up beside her espionne. "Disappear without explanation? Act as if she were hiding something? Lie to you about her activities?"

Rarity stammered. "Well, I... "

Fluttershy tried to protest, but for some reason, her mouth wouldn't cooperate. All she could manage was unintelligible gurgling.

"You heard her little speech earlier!" Worthy cried, turning to the audience. "About how the Canterlot aristocracy is outdated, and her pathetic little village is so superior! And this one," she pointed at Rarity, "was likely even in on the whole thing! Seducing our dear Fancy Pants with her feminine charms, twisting him around her horn, just to stab him in the back and destroy his reputation!"

"How dare you–"

"What? Tell the truth?" Worthy laughed. "As if everypony here hasn't seen the way you look at eachother. Does Fleur know how you've manipulated him all these years?"

Fancy Pants, flustered and angry, stamped a hoof. "I assure you, Miss Rarity and I are nothing more than friends!"

"Hold on, Fancy Pants!" cried a portly unicorn stallion in the audience. "Didn't you say this whole thing was supposed to be a showcase for her?"

Fancy flushed. "Well, partly, but–"

Rarity turned to him, eyes wide with shock. "Wait, what?"

"Oh, this is going to be all over the gossip papers tomorrow!" an older mare tittered.

Laughter started. Shouts started. Arguments started.

Worthy grinned like a cat who just caught a mouse, and nodded at Red Viper. The espionne released Fluttershy's mane, and she dropped to the floor limply.

"And now," the pale green unicorn said to Rarity, and then to Fancy Pants, her voice too quiet to be heard over the din. "I have destroyed both of you. I. Win."

A yellow hoof shot up and locked around her foreleg. She turned back in surprise, and found herself staring into two blazing pits of unstoppable rage.

"No, you don't," Fluttershy informed her.

With strength far beyond anything the pegasus could normally exert, she hurled the evil seamstress across the stage. She hit the curtains and brought them down with her, tangled about her. Red Viper spun around, rising to two legs in one smooth motion, and aimed an axehandle kick down on Fluttershy's head. The pegasus caught it with one hoof, snorted a breath, and then shoved Viper in the chest hard enough to send her skidding across the polished floor.

She was on Viper an instant later, pinning one foreleg behind her and wrapping her rear legs around the espionne's flanks. Viper struggled, crying out curses in her native tongue, and tried to leverage the smaller pony off of her. Fluttershy held on grimly, tightening the lock ever further, until Viper was pounding her free hoof against the stage in submission.

Blue Cobra appeared from backstage, blowgun hovering beside her. She looked between the prone Viper and the struggling-to-free-herself Worthy in disbelief. "What in the name of Celestia's tail... "

"Antidote!" Viper shouted in a strangled voice. "Give her antidote! We have created monster!"

"Oh, right, right." Cobra opened her saddlebag and rifled through it, producing another dart, this one tipped with green slime. "You know," she observed as she loaded her weapon, "I don't think she was lying about wrestling bears after all."

Fluttershy looked up from her struggling victim, and her eyes narrowed in recognition of Blue Cobra's weapon. She gave Viper's leg a final twist, eliciting a howl of pain, and lunged for the blue-clad espionne. Cobra shouted in surprised and lost her telekinetic grip on the sarbacane as the pegasus hurtled into her and knocked her tumbling head-over-hooves.

"No, no, not the foreleg," Cobra cried desperately, "it's still sore from yesterd– yes, that is the foreleg I meant, please stop!"

Viper staggered to her hooves, heavily favoring one leg. "Hold her there!" she called. "I find weapon and take her from behind!"

"Do be so kind as to hurry!" her partner shouted in response.

Viper looked around, seeking a weapon, and came across the fallen curtain rod that had been torn down by Worthy's impact. She stomped hard on it with her good leg, snapping it in half, then stomped again a few feet down to create a bludgeon of about a yard in length. Clutching it in her fetlock, she rose on two legs again and charged the wrestling ponies.

She didn't get there. Instead, Fluttershy rolled onto her back and launched the surprised Blue Cobra into her cohort, knocking both flat. By the time they realized what had happened, she'd picked up the makeshift staff and had it raised over her head to strike.

"Eep," said the espionnes.

A dart appeared in Fluttershy's neck, opposite where the first one had struck. She froze, removed it, and regarded it curiously for a moment. Then the club fell from her grasp, and she sank slowly down to the floor.

"Honestly, I don't know why I employ you imbeciles," Miss Worthy said acidly. She tossed the sarbacane dismissively aside. "Come, let's get out of here. We've done what we came for."

"Not just yet."

Worthy turned with exaggerated tiredness to regard Rarity, who stood with hooves set and expression grim between them and their escape. She let out a rather unladylike snort of challenge.

"Honestly," Worthy said with a roll of her eyes. "Girls, remove her, please."

"Erk," said Red Viper.

Worthy turned to regard her underlings, and froze in shock. Grape Vine, Jet Black, and several of the other models had subdued the espionnes and pinned them tightly to the ground. One of the Sky twins was grinding a hoof into the back of Viper's neck.

Worthy turned back to her rival just in time for Rarity's hoof to slam into her face. She went down hard, and she stayed down.

"I have been wanting to do that for far too long," Rarity announced. She tossed her mane and looked primly away from her prone nemesis. "That was for Ponyville."

"Fancy Pants, I... "

"No, I... "

Rarity and Fancy Pants were standing on a grand balcony overlooking Fancy's wonderful garden. Neither really knew what to say to the other. The dashing stallion was embarrassed by the whole debacle, and Rarity, while not entirely unaccustomed to unexpected disasters, hadn't taken well to the idea that the Equestrian Fashion Forum had been created specifically for her. It would be awhile before their friendship could be fully repaired.

Fleur and Fluttershy watched them from the garden below, unseen in the dark. They weren't spying, exactly–well, maybe Fleur was, by default–but both were eagerly hoping the two could find the right words to patch things over. So far, it hadn't happened.

"He thinks I am jaloux," Fleur said with a sad smile. "He thinks I will be upset about this. Of course, I knew from the beginning. And that is why je t'aime; he is so giving, so generous to his friends." She laughed. "Indeed, if the two of them did have a romance, Fancy would be destitute in a year. Neither could stop giving!"

Fluttershy smiled. She was exhausted, moreso than she thought she'd ever been before. The stress and physical exertion of the day had been incredibly taxing, not to mention the poison that had turned her, albeit temporarily, into some sort of brutal rage monster. Had she really been about to attack the espionnes with a metal bar? It was all a bit fuzzy.

"You were incroyable, Flootairshy," Fleur continued after a moment. "I do not know that I could have done better myself."

"It wasn't all me," Fluttershy protested. "I mean, not at the end."

"Non, it was. I think that poison merely suppressed your fears. It let you act as the mighty warrior you are," she tapped Fluttershy's chest with a hoof, "in here."

Fluttershy gave her a skeptical look, but remained quiet. "What's going to happen to Miss Worthy now?"

Fleur gave a disgusted little huff. "She will continue as she has done. Her reputation will be damaged–even if we all know the three espionnes were in her employee, she may be able to evade justice. Her minions, however, have many crimes to their names and will not be leaving Canterlot any time soon. Knowledge of their character and Worthy's involvement with them will help Fancy Pants confront the accusations she lay against him, and eventually the damage she caused this night will be repaired. But she will be free to continue plotting back in Manehattan."

"So... " Fluttershy ran a hoof across the grass. "So what was the point?"

"The point?" Fleur regarded her curiously.

"Yes, I mean... we didn't really win, did we?"

The elegant unicorn laughed softly. "Ah, I forget. You fight monsters, Flootairshy. For you, victoire is done and done. For un espionne, however, there is no end to the battle. We won today. We will try to win again tomorrow. It continues."

Fluttershy shook her head. "I don't know if I could live like that."

"I think you may surprise yourself," Fleur said, placing a hoof across the pegasus' shoulders. "You are strong enough. You just have to prove it to yourself."

"Hopefully," Fluttershy said with a small smile, "I'll never have to."

Fleur returned the smile, and decided not to tell her about the other Snakes.