When the Curtain Rises

by Rune Dancer

Rating: teen
Tags: Romance, Tragedy, Adventure, Comedy
Length: 9398

Rarity and company journey to Canterlot to help a friend, but will it be curtains for them?

When Rarity receives a letter from a old flame, she has mixed emotions. The mysterious Upstage, had left her and Ponyville behind and entered the theater business. But when a string of incidents lay the production in shambles and he asks for help, the Mane six go to Canterlot to help. They meet Upstage, but who's that with him? Comedy, tragedy, and adventure ensue as the Mane six try to solve the mysteries of the theater before its final curtain call.

Big props to Corporal Fluttershy and Drax99 for being my editors in this endeavor.

My Little Pony: Friendship is Magic and its related legal entities are property of Hasbro and Lauren Faust. I don't own any of the characters and or concepts, places, or other intellectual property that is legally the property of Hasbro or Lauren Faust. I'm solely responsible for the original content.

Published 1970-01-01 00:00:00 UTC
Last updated 2012-09-14 01:37:25 UTC

Act 1 Part 1

When the Curtain Rises

Act I

The audience was shocked into silence, watching in horror at the scene unfolding upon the stage as the catwalk above the thespians teetered upon the edge of collapse. Sandbags rained down, hitting the floor of the stage with loud thumps and throwing up clouds of dust, as lights shattered and fizzled above.

Horn blazing brightly as her magic spread outwards trying to catch the debris falling from above, Twilight Sparkle gasped with the effort . “Somepony get them off the stage! I can’t … Hold this…”

*THUNK*

Twilight collapsed as a sandbag fell to strike her in the back of the head; releasing the remainder of the debris she was holding in mid-air and sending it crashing down. A shriek from the stage pierced the panic as Trixie looked up, horror written on her features as the catwalk began to fall.  Trixie’s life flashed before her eyes.

How could this happen…

***

A few weeks prior.

The sun rose over the quiet little town of Ponyville, as it slowly began to buzz to life with the shopkeepers and early morning residents waking to the new day. As the light filtered into Carousel Boutique, Rarity blinked. Morning already? She thought as she yawned, mouth widening for a moment before she turned back to the work at hoof. She adjusted her glasses as she looked at the halfway finished piece of work on the dress mannequin, exasperated. An entire night and I’m nowhere near done with this order! Her magic gripping one of the bolts of cloth sitting next to her, the Fashionista levitated it up to float next to the unfinished piece as she stifled another yawn. This won’t do at all. I really should take a break.

Rarity climbed to her hooves. Feeling her legs protest with the aches and pains of sitting in one spot for the majority of the night, she walked into her kitchen and started to brew a fresh batch of coffee.  A small yawn that, for once, wasn’t hers caused Rarity to turn around and face Sweetie Bell entering the kitchen.

  “Good Morning Sis,” The small filly mumbled as she wandered over to the fridge. “You’re up early.”

Rarity stifled another yawn – they really were infectious! – As she took a seat at the table and waited for the coffee brew. “Well yes darling, I still have so much to do for that big order that simply must go to Canterlot by the end of the week!  Not to mention my client hinted at possibly stopping by on… Tuesday I believe. I simply must have something ready before he gets here!”

Sweetie Bell returned from the fridge, a bottle of milk levitating in mid-air courtesy of her magic. Sitting down with a bowl of cereal, she looked at her sister quizzically. “Um Sis, you realize that today is Tuesday right?”

The bowl rattled, as Rarity slammed her hooves on the table in panic.

“WHHHHAAAAAAT?”

“Today is Tuesday? Today as in today, today? Not tomorrow or the day after?” Rarity’s eyes went wide as she looked at the clock. “Oh Celestia!  He’ll be here in a few hours. I’m not ready!”

Rarity ran from the room into the boutique proper and furiously began to grab bolts of cloth and compare it to the piece on the mannequin. “No… No… Not that one either… Ugh, that one looks simply hideous!”

Sweetie Bell peeked into the room and watched as her sister created a living tornado of colors and cloth in the room. “Sis! Relax a bit, what’s so important about this client of yours that you’re going nuts over? It’s not like Hoity Toity or someone’s coming or you would have mentioned it … Right?”

There was a quiet knock at the door, causing the small hurricane in the shop to come to a complete standstill.

“EEEK! He’s here? Already? But I’m not finished, and my mane is such a wreck! Oh no, oh no, oh no…” Rarity was in a panic as Sweetie Bell opened the door to reveal … Fluttershy.

Sweetie Bell rolled her eyes. “Oh, Hi Fluttershy. What can I do for you?”

“I’m here to go with Rarity for our weekly trip to the spa. Is she here?” Fluttershy asked quietly.

“Um… Sis is a bit… Preoccupied at the moment.” A loud crash came from the back of the store as Rarity apparently ripped something apart. “She’s under a deadline and her client is supposed to show up today apparently.”

Fluttershy blinked and walked inside following Sweetie Bell. “Oh my, that’s not good at all. Does she…” Fluttershy’s words trailed off as they entered the next room. The two ponies bore witness to the disaster zone with Rarity in the middle of the room; crying her eyes out in front of the mannequin she grasped in her hooves, as if it were dying in front of her.

“Oh no, Rarity are you alright?” Fluttershy rushed to her friend’s side.

“It’s all OVER! This costume simply will not do! I’ve looked at every color, every fabric, but it just isn’t good enough! I’m RUINED! This is the worst. Possible. Thing!”

Rarity sobbed. Fluttershy looked up at the stunning costume on the mannequin. It was a beautiful dress of fine blue silk, inset with small rubies and amethysts sewn onto the hem. In fact, Fluttershy was convinced that this was one of the most beautiful dresses she’d ever seen.

“But Rarity, this dress looks amazing. It has to be your best work ever—“

“NO!” The Fashionista interrupted.  “It simply won’t do. It’s not good enough, he’ll hate it and then…” There came another knock at the door, causing Rarity to scream and bury her head under a nearby pile of fabric. Fluttershy heard Sweetie Bell answer the door briefly before trotting into the room.

“Sis, you got a telegram from Canterlot! From a mister—” Sweetie Bell was knocked on her rump quite suddenly, as Rarity zoomed over and grabbed the telegram, reading it intently.

“Dear Madam Rarity... Regret to inform you… Reschedule… Unforeseen circumstances… Recasting…” Rarity mumbled before letting out a giant sigh of relief. “Thank Celestia I’m saved! He needed to reschedule!”

“Who needed to reschedule? Rarity what’s going on?” Fluttershy asked, obviously very confused.

“Yeah! “ Sweetie Bell chorused. “You could at least tell us why you went into freaky out mode.”

Rarity plopped down on a nearby cushion, sighing. “Well I do suppose I have some explaining to do. But we may as well tell the others too … It was supposed to be a surprise.”

Fluttershy nodded at this before looking around the aftermath of the fabric tornado that had passed through the boutique, and grimacing. Maybe we should clean up a bit though…”

A few hours later

Twilight, Rarity, and their other friends sat around the table inside Sugarcube Corner, munching on some snacks. Rarity finally cleared her throat, focusing everypony’s attention on the matter at hand. “Thank you all for coming. I have a simply enormous announcement to make, one I’m sure you’ll all be very pleased about.”

All eyes were on Rarity, when Twilight spoke up.

“What is it Rarity? I can only imagine it being something huge if you almost destroyed your shop this morning…”

“Yeah!” Pinkie Pie burst out. “You’re normally so neaty wheaty scrubby cleany! Besides, my pinkie sense has been itching all WEEK!”

“Ah can’t see what in tarnation would get your tail in such a bundle,” Chimed Applejack. The ponies all started to chatter before Twilight put a hoof down and shouted above the din.

“GIRLS! Let Rarity speak!” Everypony promptly shut their mouths and turned to Rarity again.

“Well I do appreciate your concern dears, I can guarantee you that this is simply just great opportunity. For everypony here in fact. You see girls, a very, very old friend of mine recently contacted me with a massive order for costumes for his theatre on the West Stable strip in Canterlot.  Well we got to writing correspondence and he offered, generously, a private invitation for me and all you girls to come with me to Canterlot for the big opening of his grand work! He even offered a tour to see how everything works behind stage!”

The ponies all started to chatter excitedly. Everypony except a certain blue Pegasus.

“So THAT’S what this is all about? A play?!? Are you yankin’ my hoof?” Rainbow Dash grumbled.

“What’s wrong with the theatre?” Rarity replied indignantly. “As I recall, you loved playing Commander Hurricane during the Hearth’s Warming Eve pageant.”

“That’s completely different! We were in that play, we were stars! But if we only get to watch that means we have to sit in the crowd, probably with a bunch of snooty people. And half the time the play is so BOOORRRING.”

“Rainbow Dash, have you even bothered to even try sitting through a play before?” Twilight spoke up. “Plays are inspiring feats of literary greatness. They tell so many stories that ponies relate to and…”

“My point exactly!” Dash interrupted. “They’re literary whatsit whosits. You may have gotten me to read Daring Doo books, but I won’t sit next to a bunch of rich know-it-alls to watch a bunch of ponies READ a story to me. In case nopony knows, I’ve been able to read since I was a filly!”

“Aww c’mon Dashie!” Pinkie Pie clapped. “It could be a comedy! Or a great adventure story! Or a Comedic adventure! Ooooh! I hope it’s a comedic adventure, that sounds so terrific.”

Applejack frowned. “Ah don’t know, I’m kind of with Dash on this one. Doesn’t sound like something a country gal’ like myself would enjoy. What about you Fluttershy? What’s yer opinion on this nonsense?”

“Um … Well … I’d love to go. The actors get to wear such beautiful costumes. And I don’t mind seeing a good play.”

“Thank you Fluttershy, you’re such a darling.” Rarity smiled at the little Pegasus. “To be honest though girls, I was hoping to convince you to come with me mainly to help with my nerves.”

The other ponies looked at Rarity with curiosity. “You see, this particular stallion… If he likes my work, he might just order ALL his costumes from my boutique which would be a great boon to my business. But… you see… um…”

Rarity’s gave an almost perfect impression of Fluttershy, as she fumbled for the right words. “A long time ago myself and he we were… That is, we …”

Almost everypony was on the edge of their seats, hung on Rarity’s every word as she slowly turned a shade of crimson. “We were, how do you say … Involved.”

Rarity looked like she wanted to become invisible as the words left her mouth. Her friends looked at her, processing the sudden implication.

“Woah, woah, woah! You want us to come to help deal with an old BOYFRIEND?” Dash said, barely containing her laughter.  “THAT’S what got you blowing through your store like tornado?”

Rainbow couldn’t hold it back any longer and started to laugh uncontrollably. Rarity gave her a look of absolute death before, mercifully, Twilight said something.

“Rarity, if you need us to be there we will but … Honestly, an old boyfriend? Isn’t that something you can handle? I mean you have so many stallions after you all the time…”

“This is a completely different matter. You see Upstage and I…”

Applejack blinked. “Now hold on there sugarcube, Upstage? THE Upstage that shared the same class as you in school? The same Upstage that left and never said a thing to anypony?”

“Applejack, you know who he is?” Twilight asked curiously. Applejack looked at Rarity with a look of conflict. Her eyes asking the white unicorn permission.

“You might as well tell them, Darling. They were bound to find out eventually.” Rarity conceded.

“Well ya see girls … Upstage and Rarity were underclassmares o’ mine waaaaay back when we were fillies. But as I recall, Upstage and Rarity ended up getting all close-like after that one big play the school put on for the town… Ah shoot, what was it?”

“A Midsummer Mare’s Dream” Rarity said demurely, her mind flashing back to the time.

“Yeah! That’s the one. Well I graduated a few years ahead of them but they were a big deal in town after ah left. But the day after they graduated…”

“He left. He left without saying a word to anyone or me in the middle of the night.  Nopony ever heard from him ever again, for the longest time. Many of us thought he had DIED. I cried for days, and didn’t really get over it until a few months after he left.”

A tear escaped Rarities eye as her friends rushed to comfort her with a group hug. “I eventually moved on… but a few weeks ago out of the blue he sends to me a letter, asking for my services. And since then my mind hasn’t been… quiet since then.”

“Oh Rarity, I’m so sorry. I had no idea,” Twilight apologized.

“Oh its quite alright dear, it WAS a long time ago. But honestly girls, I just don’t know what I’ll do when I face him. Between my mind simply going mad, and the prospects of him becoming my biggest client ever has absolutely drained any reserves of composure I had.”

“So what did the telegram say? The one you got while we were in your shop I mean…” Fluttershy whispered. With a flash of her horn, Rarity used her magic to pull out the worn telegram card from her saddlebags she had set by the door. She cleared her throat briefly before launching into the telegram.

Dear Madam Rarity,

I regret to inform you that our previous arrangement for my visitation to Carousel Boutique must be rescheduled until a later date. Due to unforeseen circumstances beyond the control of myself or ponykind, my lead actress who’s costume I had commissioned has retired prematurely from my company and thus I must recast her part, as well as a handful of other roles, that have also opened up. My invitation for you and your friends to accompany you to Canterlot, to my play house still stands and be assured that we would welcome you to the best of our ability.

Sincerely Yours,

Sir Upstage Esq., Owner and director of the Canterlot Conservatory of the Arts, and proprietor of Grandsire Theatre.

The ponies looked to each other briefly, letting their minds process the telegram. “Wait, so a bunch of his actors quit? Does it say Why?” Twilight asked.

“Yeah! I mean, if you have to call in a bunch of new people doesn’t that seem suspicious?” Dash said, catching on to Twilight’s idea.

“It does not I’m afraid. I read the Telegraph word for word…” Rarity’s eyes widened for a second before she gasped. “Oh my stars! The costumes! With new staff replacing the old, that means…” Her head crashed to the table. “That means I have to start ALL over!”

“What are ya talkin about sugarcube? Can’t ya just send what ya already got?” Applejack asked. Twilight nodded in agreement.

“Yea I mean, they wouldn’t be so picky as to…”

“Oh no…” Fluttershy piped in. “Costumes like the ones Rarity were making require precise measurements of the pony they go to. Especially with some of the dresses with as complicated stitching as the kind she was using.”

“Not to mention it’s stage tradition.” Rarity mumbled.

“Tradition? Tradition Shamission! They should be happy that…” Pinkie piped up.

“Absolutely not Pinkie!” Rarity baulked, shaking her head. “Theatre is a very different world, a different culture. The cliental involved with such a culture are very strict about following their traditions.”

“So what then? You just start from scratch again? How long did it take you the FIRST time?” Dash asked, drawing another sigh from Rarity.

“A month, and then some.”

Everypony in the room went silent as their eyes widened. Twilight spoke up once more. “Rarity how many costumes did Upstage order?” Rarity visibly shrank.

“Fifty five…” She squeaked. Everypony’s jaw dropped.  “Not including the lead Actor, the lead Actress, and their understudies.”

“Now let me get this straight… he ordered close to SIXTY dresses? An expected ya to finish each one in the span of a month? Rarity are ya crazy? Please tell me ya were crazy!” Applejack was practically chomping at the bit. “What in tarnation and Celestia’s sun were ya thinking? For HIM?!”

“Applejack calm down! I’m sure she had a great reason.” Twilight said trying to sooth her angry friend. “Not that she needs a reason. She is a grown mare after all.”

“I appreciate the sentiment Twilight, but I actually do have a good reason. Several in fact.” Rarity pulled two objects from her saddlebags, one being an envelope and the other being a small velvet bag. “These were sent along with his original request.”  She opened the envelope to show a slightly weathered newspaper article.

“This is a article from the Canterlot Times. The conservatory was featured for its outreach to colts and filly programs. Along with their contributions to assisting local families of said children to stay in the conservatory, free of charge as long as the child stays in the program.”

This brought an impressed look from the mares at the table, as Rarity continued. “However the article goes into how the theatre hasn’t been pulling in enough bits, the conservatory is on the threat of being closed down and everyone would be kicked to the streets!”

Twilight shook her mane. “That’s terrible Rarity, but I don’t see how taking on an order of that magnitude would relate.”

“The last hope for this program is in this upcoming performance. If this performance goes well, the theater can settle its debts and everything should be fine.”

There were a few mutters from the ponies, as the wheels turned in their heads.

“Well that explains a few things. But why does it have to be you? Couldn’t they… I don’t know…Spread the orders a’ round? Don’t make no sense to make one pony do all the work.”  The others nodded, and Rarity’s magic gripped the small bag.

“While it does seem unusual, the reason has to do with this.” The bag opened and a large gem slowly floated out of it, it was a magnificent emerald sphere, glinting in the sunlight filtering in the window. The ponies’ gasps were loud, as the precious gem was lowered onto the table, the baseball-sized prize set down on the bag. “This gem was part of the conservatory archway for many years, it was – is – their treasure. Easily worth my entire shop.”

Everypony’s eye was drawn to the huge gem, the light glinting off its smooth surface.

“Wowie zowie, its HUGE.” Pinkie managed to squeak. “Soooooo shiny…”

“But Rarity, if they’re paying you like this couldn’t they afford to pay a bunch of ponies to work on these dresses? Or better yet, pay the debts?” Fluttershy asked, her eyes breaking away from the sphere of magnificence.

“Well the thing is darling, there’s only ONE of these that was in the entire theater. You can’t sell the bank its own property, of course. Otherwise they wouldn’t be in such a predicament.”

“But isn’t this like… Grossly overpaying you for those dresses?” Twilight interrupted, “I mean you just said it was worth more than your entire shop. Isn’t this a bit much?”

“Well dear that brings me to the other part of the arrangement. You see, when I said he was going to be an enormous client, it was guaranteed. This gem guarantees that he can place orders with me, and I’ll make as many costumes he needs until the balance is settled.  It’s like a tab, but I’ll be paying in fabulous costumes instead of the immense amount of bits this is worth.”

Everypony nodded, following along. “Now that you girls know though, I need to ask again for this favor. Can you girls come with me to Canterlot and help me? Emotionally I mean… It’s just so much to take on, and the idea of having to start from scratch.” Rarity’s eye twitched a bit, “It just makes me want to go… Oh what’s the term? Want to go absolutely bucking insane.”

Rarity blushed a bit as the profanity escaped her lips, causing a stunned silence in the room before Rainbow Dash started to laugh.

“Oh my gosh, I’d thought I’d ever see the day where Rarity swears.” She said through gritted teeth as she tried to contain her laughter. The others started to laugh a bit as well, leaving a very confused Rarity in the room.

“Excuse me? Did I miss something?”

“No Rarity,” Twilight said, smirking a bit. “You didn’t miss anything. It’s just out of character for you to be so… Blunt.” The others slowly contained their laughter, Rainbow Dash ending it with one last final snicker. “But Rarity, in all seriousness of course we’ll help you. That’s what friends do.” The others nodded, causing the white unicorn to smile, her eyes tearing with emotion.

“Oh thank you Darlings! You have no idea what this means to me.”

“So when are we leaving? I wanna’ get this done as soon as possible.” Rainbow Dash said.

Applejack nodded. “Ah agree, let’s get this sorted and leave this all behind us.”

“We can leave day after tomorrow girls. Can you all get things sorted out before then?” Rarity asked, wiping her eyes.

“Count on it!” They said in unison.

Authors Note

Well here it is, my first major fic that I've written. I hope you all like it because it was a NIGHTMARE to format. Some days i wish Microsoft word would just play nice with others and copy and paste formats.

Act 1 part 2

Act II

Two days and a VERY long train ride later…

The train slowed as it came into Canterlot’s Grand Central Station. The spires and colors of the Capital of Equestria were framed by shadows, cast by the buildings looming in the dusk of the day.  Celestia got on with the work of lowering the sun, as Luna prepared to raise the moon.  Six very tired and travel weary ponies along with a small purple dragon exited the train car, stepping onto the platform and stretching their stiff muscles.

“I forgot how long the train ride was to get to Canterlot. I feel like I haven’t moved in years.” Twilight said, stifling a yawn.

Rarity nodded, levitating a mirror in front of her face to fix her mane. “Oh my, I know what you mean darling. I’m positively exhausted. I suppose it’s time for us to head over to the conservatory and get settled in.”

Everypony nodded in agreement as they walked out of the station, into the bustling streets of Canterlot. The flurry of so many colors of ponies and the unique architecture of the buildings lining the streets was a dazzling sight to behold, almost nauseatingly active. The mares all stuck close together as Rarity and Twilight led the way down the streets.

“Hey Twilight,” Spike piped up. “If we’re heading for the theatre shouldn’t we take this alley and move over a block? That’s how we get to the entertainment strip.” Spike pointed to a small alleyway coming up on their right.

“You’re right spike, but we should get to the end of the block. The alleys are dangerous especially during this time of—”

As if on cue a scream tore from the alley, grabbing everypony’s attention. Without a word Applejack and Rainbow Dash charged forward into the alley, followed by the rest of the group. The scene they faced in the damp was as dark as the surrounding alley.

Two large earth pony stallions and a unicorn mare – all wearing (dressed) in identical leather saddles – surrounded a small marine-blue filly, a unicorn, who cowered against the wall... Trapped. Applejack charged at the group, ramming headlong into one of the stallions and bowling him back as she put herself between the group and the filly.

“What the buck is wrong with you no good varmint!” AJ seethed. “Pickin’ on a filly! I’ll tan your hides.”

Unaware of her back up the other two assailants laughed. “You and what army?” The Unicorn smiled darkly as she floated a small switchblade from her saddle, waving it in the air dangerously.

“Ahem. This army you sleazebag.” Rainbow Dash interrupted, drawing the gang’s attention to the rest of the very, very angry ponies in that very small alley. One of the stallions turned tail and bolted as the remaining two ran at the ponies. A brawl ensued as the last remaining stallion went toe to toe with Dash; his bulk proving a slow and easy target for the Pegasus to land blows on him.

The unicorn thrust her switchblade at Twilight, who was stunned for a moment when faced with a sinister unicorn come after her with a weapon. Pinkie Pie pushed Twilight out of the way of the dangerous blade, which cut into Pinkie’s shoulder instead before Applejack came up behind the crook, and promptly pulled the pony by her tail so hard that the pony flew overhead – crashing into some garbage cans with a deafening clang.

The nameless stallion was battered and bruised by Dash’s assault, backing up before Rarity floated the only garbage can left uncrushed behind him and sent it downwards over his head. The knife-wielding unicorn pulled herself from the garbage heap, looking at the ponies as they started to advance on them.

“That peewee ain’t worth it Blackjack, let’s get the hay out of here!” The unicorn spat, before bolting out of the alley, followed by the stumbling brute of a stallion. The filly looked up from her spot on the wall, and breathed a sigh of relief. Twilight came up to the young unicorn.

“Are you alright? You’re not hurt are you?” She asked with concern. The filly shook her head and a gasp was heard.

“Oh Pinkie, your shoulder!” Fluttershy cried, everypony turning and looking at Pinkie Pie as she sat against the wall with a hoof over the bleeding wound. “Wow, this isn’t much fun at all ...” Pinkie sighed as she sat on her rump.

Twilight bit her lip as she inspected the wound. “This is bad, it’s really deep and I don’t know any healing magic.”

Rarity floated some cloth from her saddlebags and pressed it against the wound. Without warning the filly rushed forward and moved the cloth out of the way.

“Little one, you need to stay back …” Fluttershy began, before the filly’s horn started to glow. The ponies watched as the wound slowly knit itself shut, leaving a small scabbed over wound before the young unicorn sat down breathing hard. Everypony gawked at Pinkie’s miraculously healed shoulder and then back at the filly.

Rarity was the first to recover he composure. “Dearie how did you do that?” The filly weakly pointed to her flank, showing her cutie mark;, a medicine bottle and red teardrop.

“Oh, that would explain a few things!” Pinkie Pie gushed, pulling the filly into a great big hug. “Oooh Thank you, thank you, thank you!  That feels soo much better. A bit itchy but, itchy is a lot better than nasty owie feelings!”

The other ponies had to tell Pinkie to stop squeezing the poor little pony, whose face was turning a deeper shade of blue from lack of oxygen.

“You don’t say very much do you?” Spike frowned. The filly shook her head and pointed at her throat.

Twilight gave the matter some thought.“I think she’s trying to tell us she’s mute.” The filly nodded.

“But wait if she’s mute, how’d she scream?” Dash added, scratching her head. The filly quickly produced a small whistle from somewhere in her lavender mane. She inhaled deeply, and blew into it.

Everypony’s hooves shot up to cover their ears as the whistle screamed, echoing against the walls of the alley. When the noise stopped Dash spoke up rubbing her ears gingerly. “Oh… that’s how.”

“Do you know who attacked you? Or why?” Twilight asked. The young filly shook her head solemnly and from more than a little out of fear. The ponies looked to each other before Rarity spoke up.

“We should get out of this dank alley, girls. It really is filthy and we don’t want to tempt any more… encounters.”

The group moved out to the bustling street beyond the alley, as the sky overhead was getting darker as the day drew to a close. The street slowly began to glow with the lights from the streetlamps and the billboards that made up Broadmane – the many theatres displaying their colorful signs trying to entice the ponies in the street to see the various shows that were playing. The mares all stood and drank in the sight for a moment, save for Twilight, Spike and the young filly.

When their friends were done gawking, they continued down the street for a ways, approaching the only theatre that was not open at that time.

“Well here it is. The Grandshire Theatre!” Rarity beamed, walking to the door. “But this is odd. The door shouldn’t be locked…” Rarity jumped a bit as she felt something tug at her tail. “EEEP! Wait… young lady you don’t have to be so rude…”

Rarity eyed the young unicorn with a tuft of purple tail in her teeth. The filly dropped the tail and nodded over to one of the side alleys running alongside the theatre.

“Oooh no. we certainly are not going into another one of those dirty alleys. One is enough thank you very much!” The filly rolled her eyes and looked at Twilight and Spike, motioning her head to follow.

“She wants us to follow her Rarity, we should listen.” Twilight nodded firmly. With the filly leading the way the group followed. The alley was surprisingly well lit, as the filly led them down a ways before turning to a locked gate.

“Well that wasn’t very helpful.” Rainbow grumbled before the filly produced a small key from her mane and clicked it into the lock. The gate swung inwards revealing a small lot lined on three sides by the building, windows lit up and shadows dancing in the light. The doorway was lit up and gracefully carved with a winding pattern of vines up a stone archway, the keystone being a carving of the two masks of drama; one for comedy and the other tragedy.

A few fillies in the courtyard stopped their play to look at the new arrivals, before one resumed the game of tag they were engaged in. A pair of mares sat on a bench along one of the walls, each wearing tights and sequins. The pair waved to the filly who waved back after she closed the gate behind the group.

“Wow it’s pretty,” Fluttershy whispered, pointing towards the tree in the middle of the yard, a large oak tree that was well trimmed and obviously meticulously cared for.  The group’s quiet admiration was quickly interrupted as a booming voice came from the doorway.

“CHARITY! Where have you been little one? We were so worried!”

A tall unicorn stallion came out of the door way, his large body eclipsing it as the young filly ran toward him, and hugged his powerful grey frame. The Stallion hugged the filly back, nuzzling her neck causing his long silver mane to spill over the filly. “My word Charity, you smell like you’ve been swimming in garbage. What happened out there?”

The filly looked into the stallion’s eyes and gestured with her hooves. His face fell into a frown. “You know the alleys are dangerous at dusk, young lady. Maybe next time you’ll pay attention to me.”

Charity nodded and made a few more motions pointing at Rarity and her friends. The stallion looked up and smiled at the group, then nuzzled the filly again. “I see … Well, I’ll go thank them. You go wash up and get something to eat. The meal room is almost closed you know.”

The filly blinked for a second before quickly zipping off into the building causing a chuckle from the stallion. He turned to the mares and bowed slightly.

“Thank you so much for coming to little Charity’s rescue. I’d hate to think what could have happened to her if those thugs had their way. Allow me to introduce myself, I am Lofty Light, caretaker and one of the guardians for the Conservatory.”

The ponies all came up and shook hooves with the big stallion as they introduced themselves, Rarity bringing up the rear.

“And I’m Rarity. How nice it is to meet you.” Instantly, Lofty’s ears perked up.

“Rarity? As in Rarity of Carousel Boutique in Ponyville?” The stallion inquired.

Rarity nodded, taken aback by the sudden recognition, before the stallion pulled her into a mighty hug. “Oh praise Celestia and Luna above! You ponies finally arrived! We can finally start work again!” A squeak came from Rarity before Lofty blinked and let the pony down gasping for breath. “Oh my, pardon my sudden outburst. Most…spontaneous of me.”

The ponies all exchanged laughter as they followed lofty into the conservatory, the floorboards creaking softly under the hooves of Lofty’s weight. The hallways were decorated with numerous production posters and post-it boards where notes hung, tacked to the walls as ponies trotted room from room.

“So Lofty, what did y’all mean when you said that ya can START work again? I thought this here play was almost ready?” Applejack enquired. The Stallion kept walking.

“I should let the Director tell you. Master Upstage will have better answers than myself.” They took a turn down an empty hallway leading to a curtain. Their ears picked up the wondrous sound of a singing pony, her shrill voice moving through the hall in a haunting melody. Lofty pulled back the curtain and put a hoof to his lips to signal that quiet was needed.

The ponies walked into the back of the theatre, the large auditorium was dark save for the lights on the stage. The ponies noticed several couples and a few other ponies were strewn about the audience, each listening intently to the young sapphire colored earth pony as her voice continued the aria. There were no words, but her voice was beautiful with it dipping and rising in well-practiced tempo.

Lofty lead the group to the front row, in front of center stage and and right behind a table at which three ponies already sat who watched intently.  As the pony’s performance drew to a close, the three mumbled to each other as the thin audience stomped their hooves in approval for the young filly’s performance. The unicorn stallion in the middle of the table stood up and cleared his voice.

“Very good Miss Blossom. An exquisite performance of the aria from Without My Horn.  I’m very impressed with your progress.”  The Filly bowed to the Stallion. “We have decided you’re ready to move up to the advanced opera classes. Congratulations.” The audience whooped and stomped loudly as the filly’s face broke out in the biggest grin she could manage. “Furthermore, we also invite you to audition for the production.”  The filly’s face flashed a moment of confusion before promptly fainting on stage as the audience cheered.  Two black earth ponies jumped up from the side of the stage and helped the move the filly off the stage.

Lofty took this moment to move up to the unicorn stallion, whispering in his ear before retreating. The mares saw the stallion glance back, still silhouetted against the bright light of the stage. He turned back to the stage. “All right ladies and gentlecolts. That concludes this month’s advancement tryouts. I congratulate all of you for all your hard work. To those who have advanced I tip my hat to you, keep up the good work. To those who aren’t quite there, keep practicing. You ALL have improved greatly.”

The ponies onstage all bowed and then exited the stage. The audience began to stir and filed out of the auditorium, as the unicorn shouted, “HEY BLINKY HIT THE LIGHTS!”

His voice echoed before the lights on stage went out and the the soft lights above the seating came on, bathing the theatre in cheery light as as the large red curtains of the stage slowly drew closed. The mares blinked at the sudden change in brightness as the Stallion approached them. Their eyes focused and they soon looked in awe of what they were seeing.

The stallion was gorgeous; his long dark orange mane was slicked back over his head and neck, accenting his light grey coat that was speckled with black. The unicorn levitated his glasses off his muzzle and slipped them into his saddlebags that covered his cutie mark. His form was sleek, not with overage of muscle but in balance with strength and beauty. He spoke softly; his voice was smooth and deep. “Welcome ladies, to the Grandsire Theatre.” He said with a smile.  The Mares blinked for a moment as he continued on. “I’m Sir Upstage, the director, proprietor and sole owner. It’s a pleasure to finally meet you.”

The girls introduced themselves, with Upstage greeting each one. Rarity once again brought up the rear, shaking a bit as she offered her hoof. “And I’m…” She stumbled a bit as she looked into his deep blue eyes, she paused for a moment looking for some recognition. “Rarity,” she said after a brief moment. Clearly not finding what she was looking for in his eyes.

“Ah, Madam Rarity! How good it is to finally meet you in person. You wouldn’t believe the things I’ve heard about you.” Upstage said, shaking her hoof with a smile on his face. He looked over the group, Rarity’s pained look escaping his gaze. “From what Lofty told me, you ladies are the ones to thank for the return of Little Charity. I cannot thank you enough for saving one of our own. Lofty was about to send a search party after her.”

“Aww shucks, don’t mention it. A filly in need is a filly worth savin’.” Applejack said, albeit carefully. Something that didn’t go unnoticed by Twilight.

“Well nonetheless, you have our sincerest gratitude. Since Charity moved in after her parents died, we’ve all taken care of her like a foal of our own.  She is quite a special filly.” He pointed to the small scabbed wound on Pinkie’s shoulder. “As you all have witnessed no doubt.”

“Wait how did you…” Dash started to say.

“Charity has been helping patch up ponies here for a while now. I can recognize her work quite easily. She’s quite talented.” Upstage said smiling.

“Wait… did you just say that her parents are dead?” Twilight asked, suddenly very curious. Upstage nodded.

“Quite tragic actually. Her parents were frequent patrons of the thereat, they both unfortunately fell victim to a mugging gone wrong. Poor Charity was with them.” The mares all fell silent. “She tried to save them, but they unfortunately passed on. She hasn’t been able to speak a word since.” Upstage frowned a bit, before shaking his head and bringing his smile back.

“Enough about tragedy, you all must be famished. Please join me and my assistants for dinner in the meal hall.” He gestured with his hoof and the group followed them, the two other ponies that had been sitting at the table with Upstage having already had left. He led them down the bustling hallways, as Twilight moves to level with the owner of the theater.

“Just how big is this place? It seems almost like a maze in here and it certainly doesn’t look this big from the outside.”

“You’re one to talk Twilight!” Pinkie Pie chuckled. “The library does the exact same thing. It looks all tinny tiny from the

outside but it’s HUUUUGGGEE on the inside.” Pinkie illustrated by spreading her hooves wide with all sorts of goofy expressions, getting a few chuckles from Applejack and Rainbow.  Twilight rolled her eyes a bit.

“The library is different than this, it’s a magic tree. But this is just a building, and no way should it be this big on the outside. It defies the laws of spatial reasoning!”

“But my dear, that’s the magic of the theatre!” Said Upstage laughing a bit. “The theatre is much, much more than just some building on the street.” Everypony looked at him curiously.

“What do you mean much more than a building?” Asked Fluttershy.

“And what’s this about the ‘Magic’ of theatre?” Twilight rushed to add. “I’ve never heard of anything like that.”

“I’ll explain it all over dinner,” The grey unicorn assured, using his magic to open a set of dark oak double doors and bringing the group into a large meal hall with a dozen or so large picnic tables – each easily seating at least twenty ponies.  There were a few scattered ponies and foals about the room, and a small line was formed at the food counter where a red earth pony was serving each in line a bowl of soup.

The group got into line, Upstage insisting the rest of the group go on ahead, quietly mentioning something to the effect of ‘mares first’ as he brought up the rear. Everypony ended up with a good portion of the steaming hot creamy soup, with the exception of Fluttershy who received another ladle full into her bowl.

“Girl you have to eat more. You’re almost nothing but skin, wings, and bones!” The mare server commented, her voice grating a bit with an odd accent. Twilight was next-to-last in line, and watched as the soup was poured into her bowl.

“What kind of soup is this? It smells amazing.” She asked as she took a deep whiff of the steam coming off the bowl.

“Radish and lentil soup with a dash of vinegar, best damn soup Canterlot ever had!” The mare beamed, then turned to the director. “Ah good evening boss. Your usual tonight?”

The unicorn nodded and the mare zipped back from the counter for a moment before trotting up with a small plate with a salad and a sandwich.  “You know boss, it’s not healthy for you to be eating so light all the time. We DO have left overs.” Upstage shook his head and smiled before speaking.

“I’m quite alright Mrs. Peachy. Those left overs feed quite a few ponies over at the soup kitchen. Besides,” He patted his stomach smirking, “I needed a diet anyway.” Mrs. Peachy rolled her eyes before she walked back into her kitchen. The group all sat at the nearby table, everypony attacking their meal with gusto. Upstage surprised the group when he practically made his sandwich and salad disappear.

“Well I’ll be, did ya’ even TASTE that sammich there?” AJ chuckled. Upstage smiled meekly with a little red crossing his cheeks.

“My apologies, my table manners aren’t what they should be.” He looked at everypony at the table. “So I suppose I have a bit of explaining to do about what is going on around here. Where would you like me to start?”

Rarity cleared her throat for a moment, cutting Twilight off before she could bombard the director with a million questions.

“Well my dear, you probably should start with what’s going on with the production. Lofty was saying something about ‘starting work again’ when we arrived?” The others blinked for a moment, Rarity was almost never this blunt and to the point. Upstage clearly drooped a bit before finding words.

“I suppose it’s as good place to start as any. You all would have found out eventually.” The mares all looked at the director, their soup suddenly forgotten. “Oh how can I put this… the theatre recently has had a series of…”

Upstage took a moment to look over his shoulders to make sure none of the other ponies in the hall could overhear him. “Accidental injuries,” He said carefully. “A lot of strange things have been happening all through the conservatory and theatre. Mostly minor things, a few broken mirrors in the dance studios, sudden power outages, and strange noises from rooms that normally are empty. There are however, a few incidents where my staff and students have been harmed.” There was a small gasp from the group and Fluttershy was trying her best to shrink behind her soup bowl.

“Two of my actors recently got hospitalized after a few of the sandbags we use for counterweights dropped on them; one has a broken leg while the other fractured his skull.” The ponies all looked at each other, suddenly very concerned.

“A few of the younger, and unfortunately less than sensible, students started to tell tales of how the stage is ‘haunted by the angry phantom’ who’s sabotaging my production. The rumor spread like wildfire and of course-“

“The staff fled for their lives, screaming in terror and spreading panic?” Pinkie Pie interjected.

“Now Pinkie, don’t be ridiculous. Grown ponies wouldn’t believe in such fairy tales of phantoms.” Rarity scoffed, and then looked to Upstage who frowned slightly.

The Unicorn shrugged his shoulders slightly. “Actually she’s not too far off.” Rarity’s eyes widened, a blush crossing her face in embarrassment as Upstage continued. “One of the things about working in the stage business is the fact that we are all superstitious to a fault. That’s why a lot of the traditions used by our predecessors have carried on so strongly. The belief of a phantom ruining a show is not some foals’ fairy tale, but a very dangerous possibility for the ponies in the theater.”

“But then why don’t you just get rid of the ghost then? If you guys believe in this crazy story isn’t there a way to get rid of it?” Rainbow Dash huffed, her tail flicking in irritation.

“Were it so simple to remove the phantom,” he stressed the name, “We would have been rid of it a while ago.  Phantoms of the stage are generally vengeful spirits of actors or staff that are not happy with how the space is being operated. The only way to make them go away is to either change whatever is angering them or find a different stage. They tend to start off slow at first, but their antics get more and more violent as time goes on.” Everypony gulped at the thought of an angry phantom doing all sorts of terrible things.

“So what is making this Phantom upset?” Twilight asked. “I mean if it only recently started that means you had to have changed something that it didn’t appreciate.”

“Well that’s the other thing though. We haven’t changed a thing. This theater has been operated by tradition for as long as it’s been here. No pony, myself included, would ever change how we do things around here.”

Twilight scratched her head a bit before Rarity spoke up again “So why is it you wanted me to come up so soon then? If your production is on hiatus then why invite me and my friends up at all!” The ponies looked at Rarity like she had grown another horn. This simply wasn’t like her to cut so deep right off the bat, especially for no apparent reason. Upstage shifted a bit uncomfortably.

“Ah yes … Well, I was kind of hoping to get you and your friends help on getting the production going again.” He looked to the ponies smiling sheepishly. “That is if you want to. Like I said before I welcome you all to the theater and will enjoy the opportunity to show how everything happens behind the scenes, nothing changes that offer. In fact you’ll be able to see it all from practically the start of the production since I have to recast three quarters of the staff-“

Dash blinked. “How many do you have to recast?” Upstage sighed and finally mumbled a number. “Didn’t quite get that… How many?”

“Forty… Forty actors and stagehands to fill all the absolute essential roles.” Everypony’s jaw dropped. “I know it’s a lot. And I hate to do it but after the sandbag incident many just turned and left, leaving me with a handful of the small roles and two of the leads.”

“Well at least you have a few left. Which leads do you have left?” Rarity asked.

“Well there is myself of course; I’m the male lead in the production.” The ponies looked at him. “I’ll explain later, and then the female lead is filled with my marefriend-“

“Excuse me, your WHAT?” Rarity’s eyes narrowed as she shook visibly, her voice dripping with scorn. Suddenly there came another voice from behind the group.

“His marefriend. If you have a problem with that you…” The voice was awfully familiar. The ponies turned to see a blue unicorn with silver hair sticking out from under a hat – a purple, pointed hat decorated with stars and moons.

Trixie’s eyes widened a bit as recognition hit her. “YOU! What the hay are you doing here?! And why are you talking to my coltfriend?! Trixie demands answers NOW!”  Everypony split their looks between Upstage and Trixie, their minds working furiously.

“Wait, you’re that ‘Great and Powerful’ brat that blew through Ponyville a year ago!” Dash announced triumphantly.

Pinkie Pie nodded enthusiastically. “Yeah! The one who brought the mean and scary Ursa into town and then didn’t do anything but run away!”.  Rarity’s mouth just silently worked, her eyes bulging before Upstage finally stood.

“ENOUGH!” He roared over the group. Everypony promptly shut their yaps as Upstage went and stood between the group and Trixie. Upstage took a calming breath before looking at the group. “I apologize for my outburst, I however simply will not tolerate blame posting. Or … ” He gave Trixie a stern look, “ … Or my lead actress barking orders at my private guests who have been so kind as to help us.”

Trixie blushed a little and looked away in embarrassment. Upstage went over to the little blue pony and nuzzled her softly before turning back to the others. “As I was saying,” He continued smoothly. “Myself, Trixie, and a few other of the staff are still in this. Surprisingly we have some celebrities from Cloudsdale coming to perform with us.”

Rainbow Dash’s eyes lit up as her attention was focused on the tall unicorn, waiting for him to confirm what could only be the greatest flying spectacle in all of Equestria!

“Cloudsdale’s famous Winged Dancer Corps.”

“Aww … For a second there I thought you were going to say the Wonderbolts were coming,” Dash grumbled, looking crestfallen. Upstage and Trixie blinked for a moment.

Upstage looked at Dash who scratched at her head for moment. “Well how would the Wonderbolts perform? They’re aerial aces, and last time I checked you can’t exactly perform aerial feats INSIDE a building.”

“I don’t know. I’m sure they could find a way,” Dash muttered defensively before Trixie started to laugh.

“Oh please. Even Trixie knows-,” Upstage raised an eyebrow and Trixie cleared her throat for a moment. “I mean, even I know that air acrobatics are impossible indoors. Pegasai would crash into something.” Upstage smiled and nodded, making Trixie blush a bit.

“Oh yea? Just watch I’ll prove it!” Dash started to hover before she felt herself being pulled back down to the floor by Twilight.

“Rainbow Dash, settle down. We’re not here to showboat,” Twilight  chided. This statement was met with a laugh from Upstage and Trixie.

“Ah, pardon me Miss Sparkle. I couldn’t but help but laugh at the idea. You don’t know much about show business do you? In this business it’s all about showboating. That’s how ponies get famous on stage.” Upstage turned to the Rainbow-maned Pegasus. “I welcome your attempts to try to perform such daring feats Miss Dash, I only ask that you do it in the auditorium and only when the stage is unoccupied. As well as that you just pick up after yourself if you have any… mishaps.”

Dash grinned and Twilight groaned a bit. “But also you may want to watch the dancers, you could learn a few things from them. They are known to be the most graceful dancers in all of Equestria.”

“Getting back to the topic at hand, what does casting entail and how can we help?” Twilight was starting to show frustration at being interrupted so frequently.

“Ah yes, pardon my scatterbrained approach to this conversation. Most ponies don’t realize that creative minds tend to result in a bit of confused thoughts.” Upstage scratched his head, Trixie looking at him with concern; neither of them seeing Rarity’s glances of pure and unadulterated scorn.

“It’d be much easier to show you instead of tell you. And besides its very late even for us show ponies.” The group looked at the clock and realized how late it truly was. “We’ll start casting tomorrow afternoon, if you all wish to meet me and my staff in the auditorium. Lofty can show you to your rooms.”

As if by magic, Lofty popped into the dining hall and nodded to the director. Everypony got up and took their dishes to the growing pile over in the corner of the hall for collection. “To each of you I bid you all good night and pleasant dreams.”  Upstage bowed a bit and left the hall, slowly followed by Trixie who paused a moment to stick her tongue out at the group before trotting after her coltfriend.

“Have ah ever mentioned how much I hate that pony,” Applejack commented at the display.

“Pay her no heed. She’s just very protective of Upstage,” rumbled Lofty. “She has gotten better since she first arrived. Upstage has been working with her on her... personality.” He turned to the door and led the ponies into the hallway and up a few flights of stairs.

“How long has she been here?” Twilight asked, curiosity taking over.

“Better yet how long have they been…” Rarity spoke, her voice obviously strained.

“Eight months she’s been with us. And they’ve been together for seven.” Lofty replied, and looked over the group. “Look I know it isn’t my place to tell you, but you have to understand. Whatever that mare did to you in the past is no longer relevant here. When ponies come to us and ask for shelter we don’t turn them away unless they’re going to cause trouble. We allow them a fresh start into a world that accepts ponies for who they are.”

Lofty turned one more corner into a small dead end hallway with six doors. “These will be your rooms. The pegasai will be domiciled in the last two rooms on the left, the unicorns and earth ponies can figure out the other four.”

“Um … Excuse me,” Fluttershy broached, trying her best to hide behind AJ and disappear. “Why do we get special rooms?”

Lofty simply opened the door to reveal a small bed, made of clouds underneath a high ceiling that allowed for limited flight.

“We know pegasai like to stretch their wings and relax on a slice of home every now and then. We have these special rooms them to do just that.” Dash zipped by Lofty and jumped headlong into the cloud bed, shouting about dibs on the fluffy mattress.  Lofty opened each of the doors for the ponies, allowing them into their small, albeit cozy rooms. The rooms all had a small mirror and nightstand next to the beds, along with small pitchers of water. Lamps were set into the wall giving each room a warm glow.

“The bathroom is just back down the hall we came, third door on the right for mares.” Lofty looked at Spike who was yawning from the lack of sleep. “For the gentledragon you need only go the same way, but take the fourth door on the left.” Spike nodded wearily before curling up on the foot of the bed. “I shall return in the morning to collect you for breakfast. Sleep soundly, and dream well.” With that, Lofty lumbered back down the hall as the mares all proceeded into their rooms, collapsed on the mattresses and sighed with much relief.