Destitute Illusions

by Earl Grey

Rating: everyone
Tags: Adventure, My Little Pony: Friendship is Magic, Main 6, Romance
Length: 20994

Twilight journeys to Manehattan with her friends, but finds more than she expected.

Twilight Sparkle receives a letter from Princess Celestia. As a reward for her and her friends diligence in sending friendship reports, they will be treated with a trip to Manehattan to see a show. On their way to the 'city that never sleeps', Twilight senses that something is going on behind the scenes, a lingering trace of familiar magic is in the air, one that she feels is connected to everything. One thing is for sure. This isn't a simple vacation.

Published 2011-12-28 00:05:35 UTC
Last updated 2012-03-16 19:11:18 UTC

Act I: Sunrise Part I

Applejack was an early riser. Always has been, always will be.

The apple farmer rolled over in her bed and looked at the clock, it showed five in the morning. With a smile, Applejack whisked the covers off of her and got up, feeling the hard floorboards beneath her hooves. She reached immediately for her lucky hat, which had pride of place hanging on a bed knob.

The earth pony, lacking both a mirror in her room and the unwillingness to bother with her appearance, walked straight out of her bedroom and downstairs into the kitchen, as was her routine. Her natural body clock was wound so tight that she woke up at five almost every morning. From then she would go into the kitchen and make enough breakfast for everyone else, eat her share and start her morning chores.

This morning wasn't so bad for the farmer pony, it wasn't time for harvest so she didn't have to go out of her way to get anything done, just make sure things were running smoothly. Applejack had learned to love these days, because some others were awful compared to them. Perhaps it was her innate honesty that gave her a sense of perspective on these things. She barely noticed herself eating whilst pondering this and when her eyes finally fell onto her plate, she was surprised to find only a few scraps left. Shrugging, she cleared her plate and set off outside.

Had she waited a moment longer however, she would have noticed the letter materialising on her kitchen table in a burst of dragon fire.

–

Fluttershy was awoken amidst the usual cacophony of bird song.

The mere sound of it brought a smile to the pegasus' lips, 'Nature's alarm clock, is there a greater sound?' She left the snug warmth of her bed and got up, stretching her wings whilst letting out a small yawn.

It was time to start the new day and that involved going downstairs to say hello to all of her animal friends, it was time for them to wake up from their lovely dreams and welcome the new day with a smile. Fluttershy didn't know if some of her animal friends were capable of smiling, but she knew when they were happy and that's what really counts in the end.

The yellow pegasus took a few seconds to check her mane in a small mirror in her room. She didn't do this to draw attention to herself like her friend Rarity would, but she took pride in her appearance and knew that a friendly demeanour meant a lot when it came to dealing with her animals. It also helped when dealing with other ponies, but Fluttershy didn't like the stares some of the other ponies gave her. Rarity had once told her that she was just the type of pony that drew the eyes of others, a quality that had made her such a successful, if reluctant, model.

It couldn't be helped though, so Fluttershy abandoned the mirror and headed downstairs to begin her morning routine, attending to the needs of her animals first before she attended to her own. Rainbow Dash had once told her, well... almost every day for the past few months, that she needed to be more assertive, but whenever she looked into the faces of her animals, her heart melted and she suddenly stopped caring about herself. It could be described as a maternal instinct, the ability to lose sight of ones own needs for the sake of another, but Fluttershy just knew that everyone, including the little animals, deserved a little kindness and you can't begrudge them that.

With the various bird feeders and bowls filled with food, Fluttershy walked over to her small kitchen and prepared the kettle, she loved a spot of tea in the morning. As she settled down on her lounger though, a rushing sound interrupted her quiet contemplation and the resulting burst of green dragon fire scared her animals into their respective homes.

Fluttershy smiled affectionately. “Come on out, it's just a letter. There's nothing to be afraid of.” Small heads poked out of small homes and watched as the yellow pegasus picked up the nondescript envelope and opened it carefully.

–

Rarity sighed contentedly, she had been awake for a while now, but had decided to lay in bed for a few more minutes.

As much as she may seem like a pony who liked to be on top of the latest happenings, sometimes she just enjoyed a quiet rest by herself. Quiet time however, wasn't a luxury one could afford when Sweetie Belle had come for a sleepover. The crash from downstairs sounded like something she had to attend to immediately.

Sighing again, although this time rather resignedly, Rarity got up, removed her eye-mask and wrapped herself in a fluffy dressing gown with matching fluffy slippers. Of course, Opalescence could have been the cause, but she highly doubted it. The temperamental cat was more likely to be found lounging around than causing trouble.

Downstairs, Rarity stood on the bottom step of the staircase with her mouth open. Two dress horses had been upended, clothes littered the floor, gems had been scattered everywhere and a very guilty looking Sweetie Belle sat amidst it.

“Sorry?” ahe said, trying to appease her sisters mood with a smile.

“Go on,” Rarity said, barely contained anger flaring in her voice, “tell me the latest story about how this wasn't your fault.”

“But it wasn't! Honest!” Sweetie Belle shouted, it was typical of her sister to automatically assume that everything was her fault. “A letter arrived and it scared Opal. I tried to calm her down but she kept running away and started knocking things over.”

Rarity walked over to her sister, staring at her whilst using her magic to begin tidying some of clothes and standing up the dress horses. “Why would dear Opal be afraid of the mail? I happen to know the mailmare and she's a perfectly pleasant pony who wouldn't hurt a fly.”

Sweetie Belle decided to help by sweeping the gems into a pile using her tail, she was glad to see that Rarity didn't snap at her for doing it. “The letter wasn't delivered by the mailmare, it appeared in the middle of the room with a bunch of green fire.”

“Green fire? That must mean...” The white unicorn realised what her sister was talking about and immediately smiled. “I imagine a surprise like that would scare little Opal, I'm sorry for assuming it was you, Sweetie. You must realise that Opal doesn't like being touched, so I can't say you didn't help instigate some of the mess.” Rarity gave her sister a stern, but fair, look.

Sweetie Belle nodded glumly. “Sorry, sis. Oh, I put the letter on the kitchen table to stop Opal from ripping it up.”

“See, Sweetie, you can be sensible when you want to be.” Rarity gave her sister a rather condescending pat on the head and trotted into the kitchen to retrieve the letter.

–

Pinkie Pie always found silence disconcerting, that's why she had woken up today, usually Mr. and Mrs. Cake would be doing something that made noise. Although there was one time that Pinkie Pie really wished that she couldn't hear what they were doing.

Today however, the party pony found herself somewhat alone, at least, she was alone in her mind. Silence always reminded her of her childhood and that never lead to many happy trains of thought. In a moment of desperation, the pink pony hit her alarm clock, causing it to set off. 'That's better.'

Now with a smile on her face, the earth pony hopped out of bed and over to her window, staring out onto the streets of Ponyville. Pinkie loved pony watching, with her over-active imagination, it was easy for her to just look at a pony and imagine a background for them. When Pinkie said that she knew every pony in Ponyville, this is what she meant. She could probably tell you their name if you put them in front of her, but she wouldn't be able to give you much beyond that, unless she started talking about their fictional backgrounds that Pinkie had made up one day. Ponies tended to stare oddly at her when she did that though, so she kept it to herself mostly.

A mint green unicorn walked by with a cream coloured earth pony, Pinkie knew those two of course, it was Lyra and Bon Bon. She had only seen them around town though, so she didn't know what they did in their spare time. In Pinkie's mind however, Lyra and Bon Bon were a couple who did everything together and were madly in love. Bon Bon would be the motherly, caring type whereas Lyra was the quirky, lovable type, they would often become annoyed with one another but they would always overcome their problems in the end.

Pinkie smiled, Lyra and Bon Bon always cheered her up. She went to turn away from the window, but saw Rarity walking down the street. Pinkie thought about calling to her, but the unicorn looked like she was in the middle of something, so she thought better of it.

The pink pony headed downstairs into the main area of Sugar Cube Corner only to be confronted with a note.

Pinkie, be a dear and open up the shop. Mr. Cake and I have nipped out to pick up some supplies, so we're leaving the shop in your capable hooves until we get back. A letter came for you as well, we left it on the kitchen table. - Mrs. Cake

Jumping with joy, Pinkie rushed into the kitchen and began setting things up. She loved it when she could run the store on her own, she may not seem like it on the surface, but Pinkie was very serious about Sugar Cube Corner and helping run it to the best of her abilities. It was the least she could do for the Cakes, she knew she could never repay them for their kindness, but she'd try her best as often as she could.

Pinkie looked around and saw the letter in question, it was plain but had her name in an untidy scrawl.

“I recognise that hoofwriting.”

–

Rainbow Dash, despite her athleticism, was a notoriously lazy pony, thus often only woke up when the noise of ponies about their business grew too loud.

The pegasus pony lived in a cloud home after all and unlike the infamous Cloudsdale architecture, Rainbow Dash's house was pretty much just an elaborately styled cloud, so things like alarm clocks couldn't stay up there. She didn't however, have to pay a thing for it, which she'll gladly tell you every time the topic of houses came up.

You wouldn't tell from her demeanour, but she was incredibly creative and had excellent hoof-eye co-ordination, qualities that allowed her to create the columns and general shape of her house. The same qualities also allowed her to be a fantastic flier, something Rainbow Dash was a lot more known for and if you didn't know it, she'd be quick to tell you.

Today was the cyan pegasus' day off, which meant a whole day of practising and perfecting her tricks, unless of course she gets roped into helping somepony do something. It was surprising how often that happened. Rainbow scrunched up her eyes in annoyance at the thought, but it also urged her to finally get her flank up off her cloud bed and into the sky, her wings were beginning to itch.

Rainbow stood up, stretching out each limb carefully, making sure to warm herself up before her day of flight. It was essential for a pony like Rainbow Dash to warm up at the start of the day, getting injured because she hadn't prepared was a rookie mistake, one the Wonderbolts wouldn't look too kindly on, so the pegasus always took extra care to do this. At the end of a long day, Rainbow would sometimes visit the spa for a warm down massage, not that she'd ever mention that tidbit of information to Rarity, the fashionista would demand they go together and get makeovers or something. Rainbow Dash retched slightly, forcing a hoof down her throat at the mere thought.

Fully warmed up, Rainbow Dash walked over to her window and leaped out, free falling towards the ground and feeling the rush of wind against her face. She watched as the ground rushed up to meet her, but at the last moment she opened her wings and pulled up, gliding through the sky at incredible speeds. She went full circle around Ponyville, coming to a halt at the ground underneath her home.

An orange pegasus filly was there to meet her, a huge smile on her face and an envelope balanced on her head. “Rainbow Dash!” she said happily, “I found this letter on the floor underneath your house, so I thought I'd wait here and give it to you.”

Dash laughed nervously, “Okay... thanks.” She grabbed the envelope of the top of the filly's head, noticing the untidy scrawl of her name on the front.

“Bye, Rainbow Dash!” Scootaloo said, running into town with the sound of joyous laughter with her.

Rolling her eyes, the pegasus opened the letter.

–

Twilight Sparkle hadn't slept, it was five in the morning and the chemistry book she was currently absorbed in had a drool stain on it from when she had nodded off that one time.

Petty things like sleep had no place in Twilight Sparkle's schedule however, she had knowledge to accrue and mysteries to unravel. There was also something about friendship in her schedule, but it often got overlooked, a habit from her past that she was still trying to break. At the thought of her friends however, she looked at the chemistry book, which had become a blur of undecipherable multicoloured blobs, before shutting it with a thud.

A ray of sunlight peeked in through the window, the sun had begun it's ascent into the sky, which meant that Princess Celestia was awake. Twilight didn't want to think what her mentor would say if she found out that she had been studying all night again.

“Twilight Sparkle.”

The unicorn in question froze, she knew deep down who it was, but her mind was currently trying its level best to ignore that and pretend that she's hearing things in her sleep deprived state. She rationalised it by thinking, 'Surely the universe can't be this cruel and unusual?'

“Have you slept at all during the night?” the patient, maternal tone of Princess Celestia came from behind Twilight. The breeze she felt meant that the Princess had entered through the upstairs balcony.

Twilight turned around slowly, averting her eyes from the majestic figure of her mentor. “Er... yes?” It was a weak attempt, but Twilight blurted it out before she could think.

The Princess merely regarded her with a patient stare, looking at Twilight's bloodshot eyes and the prominent dark rings around them.

“Okay, no I haven't. I'm sorry, Princess, but I couldn't stop reading this book. I kept telling myself that I'd stop at the next part and then the next part and the next part.”

“Calm down, Twilight.” The Princess walked over and knelt down, putting herself at eye level with the unicorn. “You should know that the tired mind learns little and that being well rested aids your studies as well as your social life. Catching up on sleep that you spent studying cuts into the time you could be spending with friends.”

Twilight nodded, still not meeting her mentor's eyes. “If you don't mind me asking, Princess, why are you here so early? Why arrive now only to tell me to sleep?”

Celestia smiled and the room seemed to glow with warmth, “Am I not allowed to check up on my most faithful student? Every time I come when you're awake, you make too much of a fuss. When you're asleep, I can see by the smile on your face that you're doing well and that's all I need to know.”

The lavender unicorn paled, the implications of that statement sent her mind whirring about ways she could prevent herself from doing anything embarrassing whilst fast asleep.

Celestia stood. “I'll send you a letter in a few hours time, I'd like you to rest between now and then. It's a surprise.” With a final smile, the white alicorn strode out of the room and onto the balcony, disappearing into the dawn with a mighty flap of her wings.

“Spike!” Twilight called, looking around for the purple dragon, “wake up, I need you!”

The baby dragon's head appeared from the upstairs bedroom, overlooking the living area where Twilight stood. “What time is it?” he asked, still in a state of tiredness.

“Just get down here and bring some parchment with you.” The unicorn began rummaging through cupboards and drawers looking for a writing quill. Spike began walking downstairs clutching a mass of parchment and grumbling to himself.

“What is it this time, Twilight? Don't tell me you're writing a letter to Celestia.” He dropped the parchment on the floor at his scaly feet.

Twilight used her magic to grab one of the pieces of parchment and began hurriedly scribbling something on it before slipping it inside an envelope. “Send this to Applejack.” She gave the envelope to Spike, but he merely stared at it. Twilight had already started scribbling another note.

“What's Applejack got to do with this?” the dragon asked, confused.

“I'll tell you later, just send that note to Applejack. Oh, send this one to Fluttershy.” The lavender unicorn never lost her pace, scribbling notes at a speed that would make Rainbow Dash proud.

Spike shrugged his shoulders and summoned a burst of dragon breath. He watched it consume the note and zoom out of a nearby window.

Twilight finished, staring at the three envelopes that sat before her. “Send these as well. I'm taking a quick nap.” Smiling with the prospect of sleep, Twilight walked lazily upstairs and collapsed onto her bed without even climbing under the covers.

--

Inside the library lobby, five ponies were chatting amongst themselves, all confused as to why they had been brought there, especially if the pony in question wasn't even around to greet them.

A dragon appeared from the staircase at the back of the room and when he spotted the ponies he waved genially, beckoning for them to come over. “I've just told Twilight that you've got here, she was up all night apparently, so she's getting some rest. I've got no idea what she's planning either, so don't ask me.” Spike took a seat on a nearby chair and crossed his arms, the dragon seemingly not very happy with the unicorn's attitude as of late.

“Well, she shore seemed urgent in that letter o' hers.” the apple farmer said, “Ah'm jus' lucky ah caught the letter when ah did. Woulda been outta th' farm all day otherwise.”

Rainbow Dash nodded agreement. “If that Scootaloo kid hadn't have found the letter, I probably would have missed it as well. What Twilight was thinking sending a letter to my home, I don't know.”

Spike coughed nervously. “That was er... me. I forgot about the whole, cloud thing.”

“I hardly believe the poor dear was in her right mind at all when she sent the letters.” Rarity stepped forwards in defence of her fellow unicorn. “Up all night and probably tired out of her mind, it's a wonder she even had the strength to write the letters. She couldn't have imagined the trouble it might cause.” Rarity momentarily flashed back to the destruction of her shop floor, forcing back the rebuke currently forming in her mind.

“Yes, let Twilight rest... if you don't mind, that is.” The pegasus fluttered onto a nearby cushion, shying away from the potential, and most probably imagined, backlash.

Pinkie Pie, oddly enough, was missing from this discussion. That was until the staircase leading upstairs suddenly filled with confetti and the sound of party blowers. A pink head appeared in the entrance to the staircase. “Twilight's awake, you guys!”

Shrugging, the four ponies and Spike went along with it and followed the pink earth pony upstairs.

When they arrived in Twilight's living area, the confetti was gone and a tired looking Twilight was making her way slowly down the stairs, staring daggers at the baker. Pinkie thought that all of this was especially hilarious and had collapsed into paroxysms of laughter on the floor.

“I'm glad you received my letters, I just wanted you all to be here.” She gave a mighty yawn before hugging each of her friends. “I had a feeling I'd need you.”

Rarity stepped forwards, looking confused, “Need us for what, darling?”

Twilight sighed and turned away, facing the balcony where Celestia had appeared mere hours before. “The Princess said that she would have a 'surprise' for me. I don't know what it'll be but I can't imagine it'll be good, I haven't exactly been an exemplary student as of late.” The unicorn's mind lingered on the possibilities and on her past performance and how she could have improved.

“I love surprises!” Pinkie Pie jumped onto Twilight's back and lowered her head into the lavender pony's field of view. “Not all surprises are bad, silly!”

Stepping out from underneath the exuberant party pony, who seemed to hover slightly before falling to the ground, Twilight stared at her friends. “What reason could there be for giving me a nice surprise? I haven't done anything particularly good over the past few months, I surely don't deserve a reward.”

“Hush now, sugarcube, y'all know that's not the case.” Applejack stepped forwards this time, placing a gentle hoof on the unicorn's shoulder. “Y'all can tell by lookin' at 'er that the Princess is proud o' ya. Aint nothin' to worry about.”

Twilight couldn't ignore the honesty in Applejack's eyes, she soon found herself smiling. “You really think so?”

“As sure as ah grow apples,” the orange earth pony replied with a wink.

Almost as if the alicorn had been watching the conversation, as soon as Twilight's fears had been assuaged, Spike doubled over and spewed forth a letter. It swirled through the air until Twilight caught it in her magic, unfurling it in front of her eyes. With obvious trepidation, she began reading aloud...

My most faithful student, Twilight Sparkle,

I do hope that you've gotten some rest after we last met. Every time I see you I can see how much you've grown as a pony, with your experiences and your friendships; it makes me proud to say that you are my student.

In that spirit, I would like to reward you and your friends for all of the work you have been doing. Reading your letters always brings a smile to my face and in return I've decided to reward you for that. I imagine you remember the fiasco at the Gala and I feel responsible for making that possible. With that in mind, I felt that I would go down a different route this time, the Grand Galloping Gala isn't an option this year and Luna came up with a most marvellous idea that I imagine will be much more to your tastes.

Luna, as you may know, has had a little trouble readjusting to modern life and part of helping her has been introducing her to various forms of modern media. She tells me that there is a band that she particularly enjoys, playing in Manehattan. The show, Luna insists, is very good and I would like to extend an invitation to you and your friends. You would, of course, have the Royal box available to you for however long you desire to use it.

The show doesn't start until the weekend so you have a few days to get ready for the journey. The specifics will be sorted out in the mean time, so let me worry about that. Hopefully you'll enjoy yourself a lot more this year.

Her Royal Highness, Princess Celestia of Equestria

Twilight sighed in relief. It seemed that all of her worrying was for nothing after all.

“A concert?” Rainbow Dash said suddenly, a big smile on her face, “I may not get to see the Wonderbolts again, but a band might be just as good.”

“And in the Royal Box!?” Rarity exclaimed with a gasp, “just imagine what they'll say when I'm seen there, the exposure will be amazing.”

The group had began to murmur amongst themselves, each discussing the letter and what it might possibly entail on the night. Fluttershy had started a conversation with Applejack about what kind of music it might be, the pegasus concerned about whether it was going to be too loud, whereas the earth pony just hoped that it wasn't too 'fancy schmancy'. Pinkie Pie had joined Rainbow Dash in the excitement for the upcoming event, both ponies were seemingly huge music fans and were chatting animatedly about their favourite bands.

One pony however, wasn't too thrilled with the contents of the letter. Twilight was solemnly re-reading the letter and looking no better for it.

“Twilight dear, what's wrong? You don't seem too happy.” Rarity had noticed her expression and come over to try and cheer her up.

The lavender unicorn looked up, the shock making it seem that she was genuinely surprised to see other ponies in the room. “Oh, sorry Rarity. I don't mean to be ungrateful, I just really hoped that I could spend more time with the Princess this year.”

“Who says she won't be there? It didn't say that she couldn't go in the letter, so you just have to hope she decides to join us.” Rarity gave a genuine smile. “Besides, even if she isn't there, at least you have your friends.”

Twilight shook her head, snapping out of the trance she seemed to be caught in. “Yes, you're right. I've got my friends, that's all I need for a good time.” Happy for the time being, Twilight joined the rest of her friends in conversation, she even asked Spike to bring some food from the kitchen so they could have a mini-party in celebration.

Twilight's hopes of a small party however were dashed when she realised that a certain pink pony was with them. One party cannon blast had turned the dial from 'casual get together' to 'full on soirée'.

Not that she really minded of course.

==

A few days had passed since Twilight had received the letter from Princess Celestia. It was Friday morning and each of the six ponies had their saddlebags packed and were aboard the train to Manehattan.

“So Applejack,” Twilight asked, trying her best to sound casual, “what's Manehattan like?”

The farm pony in question grunted, muttering something about 'uppity city ponies', she suppressed it with a sigh and went on anyway, “Busy. Ponies up an' about at all hours o' the day so you aint gonna get a lick o' peace an' quiet. Y'all can git disrespected till the cows come home but soon as ya show the least bit of incivility, they'll be on you like stink on pigs.”

There were a few seconds of awkward silence as everypony digested the bitterness in the earth pony's voice.

“Surely there was something positive about your stay there?” Twilight asked hesitantly.

“Not really.” Applejack kicked her hooves against the floor of the train, checking to see if they were free of dust. Not that she cared if they were full of dust, it was just something to do, she wasn't exactly fond of talking about her time in Manehattan.

Unexpectedly, Rainbow Dash spoke up to help Applejack feel better, “At least now, if anypony looks at you weird you can buck 'em into next week. Then again, if anypony insults my friends, they'd have to be quicker than me to deal out their own justice.” Dash chuckled, smirking brashly. “And I don't see that happening.”

Applejack rolled her eyes. “I know you don't do feelings RD, but at least you tried.”

“You know it, AJ... wait what?” The colourful pegasus wiped the smirk off of her face, only for it to be replaced by a look of confusion.

Her friends laughed politely, except for Pinkie Pie that is, she broke out into what could only be described as raucous hilarity. “You're pretty quick in the air, but you're slow on the uptake!” she said between laughs. It looked like she wouldn't be done laughing for a while, the way she going, but she stopped almost instantly and shoved her head out of the window. “Ooh look, it's the statue of harmony!”

The other five looked out of their nearest window and indeed Pinkie was right, the iconic monument was visible in the distance, along with the Manehattan skyline.

“Not long now,” Rarity said, a content smile on her face, “I'll be relaxing in the private suite the Princess arranged for us, plenty of time to prepare for my appearance in the Royal box.” Her daydream was ruined however when a certain rainbow maned pegasus interrupted her.

“Let's not forget about the music, it's kinda the whole reason we're coming out here!” Rainbow Dash sat herself in the seat opposite the violet maned fashionista and glared at her.

Rarity merely glared back. “Just because I'm more excited about the other aspects of the trip, it doesn't make my reasons for going any less valid.”

“Pfft. I doubt Princess Luna would like it if you didn't care about one of her favourite bands, especially after she bought you tickets to see them.” The pegasus snickered as she saw Rarity gasp in horror.

“You just had to say that Rainbow Dash, didn't you! Now I won't be able to get that out of my head, I'll worry myself silly over it.” Rarity got up and sat herself with Twilight a few stalls away whilst the pegasus doubled over laughing. After a few moments, she flew over towards Applejack, Fluttershy and Pinkie Pie who were chatting amongst themselves.

The lavender unicorn was sat alone, staring dolefully out of the window. She seemed to be looking at Manehattan in the distance, but her eyes didn't take in the awe and wonder of the famous landmarks, they seemed to be staring through the buildings and off into the far distance. Twilight was in so much of a trance that she didn't even notice Rarity sitting with her until the white unicorn waved a hoof in front of her face.

“Twilight darling, you look troubled. I'm starting to worry.” Rarity said, her voice laced with genuine concern.

“Sorry Rarity, I suppose I was just lost in my own thoughts for a moment there.” The lavender unicorn blushed slightly.

Rarity moved closer, taking the seat next to her friend. “You must be having an awful lot of thoughts for them to distract you like that.”

“I don't know, there's just this feeling I have and it's telling me that something bad is going to happen.” Twilight looked out of the window again. “I know I'm not usually the type to believe in things like that, but Celestia always said I should trust my senses, especially when there's magic involved; my horn has been tingling ever since we got on the train.”

“Strange, I don't feel anything,” Rarity remarked.

Twilight smiled warmly. “I mean no offence, Rarity, but I'm just more magically attuned than you are. I pick these... feelings up every now and then. After that, it's just a question of trying to figure out what they mean.”

“No offence taken my dear.” Rarity nudged her friend with a hoof to reassure her. “I'm not what you would call a studied magician, of course there are things about magic I am unaware of. Humour me, won't you, what exactly do these feelings... well, feel like?”

The lavender unicorn looked out of the window again, it was evident that she was thinking hard. “It's hard to explain. There's a dull buzz in the forefront of my mind, but it's not all physical. Most of the time it's a knowledge, like an idea or a concept just infiltrates my mind and waits to be discovered. I know the feeling is there rather than actually feeling it.”

Rarity leaned towards her fellow unicorn, she wore a look that she often reserved for gossip-mongering, a curious and frantic look that hungered for knowledge. “What are these feelings telling you?”

“That there are latent traces of magic in the air.”

Rarity scoffed, “That's not very special though is it? Surely it would be like that everywhere there are unicorns.”

Twilight sighed, but went on, “There has to be a real significance behind the magic for it to be recognisable. Obviously this pony has come this way and that's important for me. Considering that I haven't met many nice magicians, I can only think that something bad is waiting for me, or worse... something from my past.”

“You're... past?” Rarity shuffled closer, if she played her cards right she could strike gold. “As in, when you were studying under Celestia?”

Twilight stood, her head down, striped mane covering her eyes. “Please, Rarity... I'd rather not talk about it.”

Act I: Part II

Twilight opened her eyes to see a fog stained window before her. The unicorn's left cheek was cold and felt oddly numb, perhaps she had fallen asleep during the train ride and not realised it. Twilight turned to see Rarity walking towards her, saddlebags tied around her waist.

“Twilight darling, I was just coming to wake you, we're here.” The white unicorn used her magic to grab Twilight's bag from the overhead compartment.

“We're here already?” Twilight asked. She rubbed her hoof against the window, wiping away the condensation to get a better look outside. Rarity was right, she could see onto the train platform, with various ponies walking past the window. She could even see her friends gathered outside, talking amongst themselves.

Rarity gave her friend a happy smile. “Let me tie your bag for you, stand up for me, dear.”

Twilight got off of her seat and let the fashionista tie the saddlebags around her waist. Twilight had been measured by the unicorn so many times that this hardly felt weird at all, she merely waited compliantly until she felt the belt slip into place.

“Are you losing weight, Twilight? I distinctly remember you complaining the last time I tightened your belt this much.”

“Probably. I've not done anything to purposefully lose weight, sometimes I just forget to eat.”

Rarity pouted. “That's an irresponsible attitude to take, Twilight. I'd rather know you have a diet like Pinkie Pie's than to know you don't eat at all, I'll be having some words with Spike when we get home. As for the duration of this trip, Auntie Rarity will look after you. Now come along, Twilight, it would be rude to tarry.” The white unicorn whipped her mane around and headed out of the train door, waiting patiently for Twilight to follow her.

Twilight stretched her legs, one of which had been on the verge of falling asleep, and walked out of the train through the same door as Rarity. Twilight's first thought upon viewing the full extent of the train station was 'Wow'. There were countless platforms lined up next to each other, some with trains currently waiting to leave or they were empty with ponies stood along the stone platform, waiting for their train to arrive. There were probably more ponies in this building than in a large portion of Ponyville, and this comparison gave the unicorn a new perspective on how small she was when compared to the vastness of the world.

Canterlot was a simple but elegant place, with its ivory towers, understated cafés and dignified art halls. It was also a very clean place, sterile almost. Manehattan on the other hoof... Manehattan had a thoroughly urban feel about it and the train station was a perfect example of that.

The train platforms themselves were made out of a tough, brown stone that felt cold and hard underhoof. It almost felt as though it had been designed that way as a means to tell you that you should be going anywhere that wasn't here. It was a similar story with the rest of the building, giving it an uninviting appeal, it was clear that the train platforms were not a place to linger. It was such a far cry from the simple platform in Ponyville, the little rural hamlet only had need for one platform and it was made from a simple whitewashed wood. Even as a Canterlot native, Twilight felt a dizzying sense of scale that was all too uncomfortable, perhaps it was the crowds she could see rushing between platforms, perhaps it was the sheer size of the building itself.

“Hey, Twilight! Let's go sleepyhead!”

The lavender unicorn turned her head away from the ceiling, Rainbow Dash was waving to her, calling for her to join the rest of their friends.

“We wouldn't want to keep the Princess' hospitality waiting now, would we?” Rarity flashed Twilight a smile and held a hoof on her shoulder for a brief second.

“No, I guess not.” Twilight didn't know what was wrong, but there was an emptiness in her reply, an emptiness that was threatening to drown her mind in itself. 'Pull yourself together, Sparkle.'

With a fresh wave of determination, Twilight held her head up and began walking across the platform, waving for her friends to follow. “The Princess said she had arranged transport from the train station to the hotel, so keep an eye out for anything like that.”

Twilight marched through the crowds, her friends hot on her hooves. Towards the end of the platform was a large staircase leading to an elevated area of the train station. When she reached the top she could see a chain link fence running along the edges of the upper level where she was now standing, it allowed for ponies to see out over the train platforms, but kept them safe from falling over the sides. Twilight couldn't resist taking a look herself.

When the five other ponies caught up with her, they couldn't resist taking a look either.

“Y'all could probably fit half o' Ponyville in this here room alone,” Applejack said, whistling appreciatively. The apple farmer may not like the city ponies, but she could appreciate the hard work that must have been put in to create a building as large as this one.

Fluttershy, apparently eased by the large protective railing, was looking at the trains pulling into the platforms with a silly grin on her face.

Rainbow Dash flew into the air and above the railing to get a clear view. She turned to look down at her friends but something else caught her eye instead, a pony was stood a fair distance away holding a sign that read 'Twilight Sparkle' in his teeth. “Twilight!” Rainbow Dash called. “There's a guy over here and he has a sign with your name on it.”

The lavender unicorn smiled in recognition. “He must be here to pick us up.” Twilight followed Rainbow's line of sight and began walking away from the railing and further into the train station. “This way, girls.”

It didn't take long to find the pony that Rainbow Dash had spotted, he was stood at the side of a large open area beyond the platforms, it was impossible to miss him seeing as they were walking towards the only exit. It was clear that the pony sent to greet them had been well briefed, he lowered his sign at the first sight of Twilight and waved her over. “Let's get you an' your friends onto the carriage then.” He pulled his chauffeurs cap over his eyes and began walking besides the purple unicorn. “Heard a lot about you, Miss Sparkle. Quite the magician they say, important to the Princess they say.”

Twilight rolled her eyes, if there one thing she didn't need, it was a talkative chauffeur.

It wasn't long before the group had reached a large glass divider between the train station interior and an outside area that, whilst still sheltered by the overarching ceiling, had no covering wall to allow for taxi-carts and personal vehicles to come in and collect ponies before circling back around to leave the station properly. The chauffeur lead them around the glass divider and pointed out the fairly large, regal looking carriage they were to depart in. Three similarly dressed ponies were already hitched up and ready to take off.

The chauffeur galloped over to the door of the carriage and opened it, bowing to each pony in turn. “I'll get myself hitched up and we'll be off in a jiffy. You lot just get comfortable.”

Each pony found a place in the carriage, testing the plush seats and admiring the stylish interior. Pinkie Pie climbed onto the back of her seat, staring out of the small window at the four chauffeurs and waving at them, despite the fact that they were busy making sure the carriage was ready to go and not looking at her.

With a sudden jerk, the carriage set off, wheeling out of the train station and onto the streets of Manehattan. For the ponies inside, it was a strange sight. The buildings were tall and compact, so at times, it was difficult to even get a glimpse of the sky, making the city feel like it had a ceiling. Truly, this place was a concrete jungle, with trees that scraped the sky and wildlife that was just as dangerous in their own way.

Twilight could see that she wasn't the only pony having trouble, Rainbow Dash seemed to be hyper-ventilating, staring at the buildings around the carriage with a wild, panicked expression. The lavender unicorn would have offered a helping hoof if Fluttershy hadn't have gotten there first. The yellow pegasus began whispering quiet, apparently comforting words to her cyan friend. They seemed to work as well, Rainbow Dash began to calm down, her breathing became more regular and she even wore a cautious smile on her face.

This left Twilight alone, she was trying her best to feel positive so her friends wouldn't worry, but the sense of dread she was feeling was constantly threatening to overtake her. It was no longer in her power to believe that she was mistaken, there was a storm brewing in Manehattan. The dark clouds of obscurity were swirling around them and any minute now, the heavens would open, bringing forth the rain. Twilight could only hope that she didn't get caught out in the middle.

==

The carriage stopped in front of the hotel that they must be staying at. The six ponies climbed out of the carriage and just stared at the building, it was so tall that it was difficult for them to see the roof from their vantage point. Even Applejack was silenced by the sheer scale of the place and she had experienced it once before as a filly.

“Let's go then, time's a wastin'.” The chauffeur from the train station had walked past them, holding the front door open and nodding for them to get inside. Rarity moved first, hurrying into the hotel lobby with an excited smile on her face.

The other five ponies followed quickly after. The hotel lobby was very well decorated, with plush sofas to rest on and tasteful art to gaze at. Even the plants that were dotted around the place looked great, sat in ornate ceramic pots with ancient pegasus designs. The carpet felt great underhoof, it was a pleasant experience compared to the train platform from earlier.

“The royal guests,” the chauffeur announced, “I was informed you would have the suite ready, so you can take it from here.” With a curt bow, the chauffeur turned and left the hotel.

The receptionist was the only pony in the lobby at that moment and it was obvious that she had been waiting for something like this to happen. She leaped from behind her desk with surprising grace and began to shake the hoof of each pony present. “I was told you would be arriving today. How lovely it is to meet you all.”

Twilight was last in line and smiled modestly. “It's nothing really, we're just your average hotel guests.”

“Staying here on appointment by the Princess herself? You are far from normal my dears, I'll make sure your every whim is catered to.” The receptionist, a grey unicorn mare, began walking slowly backwards towards a door to the side of the room. “This way, your suite is on the top floor obviously. We shall take the elevator to save time.”

Once again, Rarity was first to follow. “Lead on, darling!” she said with obvious joy in her voice.

Twilight frowned, Rarity was beginning to enjoy 'the royal treatment' a little too much. Regardless of her thoughts, she realised that it was still technically a short vacation and Rarity had every right to enjoy herself. If that means acting like royalty then so be it. “Come on girls, let's follow them before Rarity gets first dibs on all the best stuff.”

This remark elicited a laugh from Rainbow Dash, “Was that a joke, Twilight? There may still be hope for you yet.” The cyan pegasus hovered a few inches off the ground, spinning upside down for no apparent reason other than to show off. Rainbow Dash would argue that showing off was reason enough. Either way, the pegasus seemed hesitant to follow her friends. “I'll, er... race you to the top floor!” She took off out of the front door where they had entered and disappeared.

“What in the hay was all that about?” Applejack asked upon entering the elevator.

“Perhaps Dashie is feeling flighty today!” Pinkie added, grinning madly.

The apple farmer's hoof connected with her face in an expression of exasperation. “Ah'm jus' sayin', that mare is harder t' figure out than some o' Twilight's fancy magic books.”

There was a brief silence before a small voice said, “Everypony in?” The grey unicorn receptionist smiled politely and upon hearing no disagreements, pushed the button for the top floor. The elevator doors closed slowly, now locked within the elevator, an eerie silence fell over the group. It was made less awkward by the presence of some jazzy elevator music, it was a bland tune that was designed to do little more than fill the background with something other than silence. More than a few odd glances were shared during these brief moments before the elevator doors opened again, the occupants seemed to take a deep breath in relief.

“You guys are so slow, I've been standing here for ages!” Rainbow Dash smirked triumphantly at her friends.

“Congratulations, Rainbow. Ah'd give y'all a medal but ah'm fresh out,” Applejack replied sarcastically.

Rainbow Dash attempted a rebuttal but the laughter of her friends drowned it out. Slightly irritated, the cyan pegasus followed her friends and tried her best to make it seem like nothing was wrong by staying at the back of the group.

The receptionist didn't have to walk for long to find the front door of the suite, in fact, the suite appeared to take up a vast majority of the top floor itself judging by the where the door was. Using a special key-card attached to her hotel waistcoat, the grey unicorn opened the door and allowed the six ponies to enter the room. “You'll find six copies of the key-card I just used on the living room table, one for each of you. Keep them safe, the hotel will not reissue them if lost or damaged. Most of all, enjoy your stay here.” With a final cheery smile, the receptionist backed out of the room and shut the door.

They entered into a small corridor, barely a few metres long, but beyond that was the front room, and it was huge. It was so big in fact that it actually seemed like a waste of space, but something like this room was probably used for fancy parties quite a lot. In the centre of the room was a seating area set out in a circle, it surrounded the large glass table where the key-cards were. Everything else seemed to spread out around the edges of the room; exotic plants, sculptures, paintings and mirrors all adorned the walls, drawing the eye to the neutral wallpaper and finally to the plush, cream coloured carpet.

Twilight Sparkle looked around the room quickly, but her mind wasn't thinking about what was hidden behind the many doors that were visible, instead she was wondering whether the Princess had used this room or ones like it before. If there was one thing that Twilight knew about the Princess, it was that she liked things to be simple, this room seemed too... extravagant for the Princess. 'Maybe she just wanted us to enjoy a little bit of luxury whilst we stayed here.'

Her friends had already began their exploration, she could hear Rarity exclaiming loudly about something in one of the rooms, Twilight decided to leave that room for last, choosing one of the other ones to wander into instead. Inside, she could hear a very excited someone listing off what sounded like ingredients. The room was obviously the kitchen, judging by the cupboards, worktops and appliances visible from her vantage point near the door. There was another loud squeal of excitement and Twilight looked further into the room, seeing a familiar pink tail bobbing through the air. Upon further inspection, Twilight found Pinkie Pie attached to it, the pink pony was rooting through the refrigerator. “How did I know you would be the one to find the kitchen, Pinkie?” Twilight asked.

Pinkie's head snapped up, looking around at her lavender friend. “'Cos you're a super smart, smarty pants!” she replied happily, unaware that something had become lodged in her mane from her exploration.

“Er... Pinkie? You have some green stuff in your mane,” Twilight offered, smiling hesitantly.

The pink pony tried to look at it, her eyes straining to reach that far. Once she had gotten sufficiently bored, she found a large reflective pan and held it up in front of her face, staring at her slightly distorted reflection. “So I do.” She poked it experimentally, feeling more bulk than she expected. Pinkie raised an eyebrow and set the pan down, raising her hooves either side of her mane and grabbing the green thing. She pulled slowly, revealing a large spherical vegetable.

Twilight was visibly confused. “Is that a..?” She would have continued if it wasn't for Pinkie's scream of laughter. The earth pony was rolling on the floor and holding the object above her head. When she got up, she walked over to Twilight and held herself closely before whispering, “Lettuce never speak of this again.” She broke out into another fit of giggles.

“Okay then... I'll just leave you be then, shall I?

Pinkie wasn't listening, she had her head rooted in the refrigerator again. “Look what I found!” Between Pinkie's teeth was a huge bottle made of a dark glass, the top was wrapped in gold foil and the label was written in a foreign language, but Twilight had attended enough Canterlot Balls to recognise what it was. “And there's more!”

–

“Would anypony like any more Shampaggen?” Pinkie, who had drunk more than her fair share of the bubbly stuff, asked.

The six ponies' exploration of the suite had ceased when Pinkie Pie ran into the living room brandishing several magnums of champagne and began shouting about “party time”. She had uncorked one and was just about to take a long swig straight from the bottle, but Rarity had other ideas. The unicorn had encased the bottle in her magic and stopped the flow of alcohol, lowering it onto the table in the middle of the room. “Champagne is to be savoured, not merely swallowed like the average tavern swill.”

In the pursuit of good manners, or so Rarity informed her friends, she had procured six champagne flutes, one for each of them and taught them the correct way to drink the expensive beverage. Of course, Pinkie Pie, Rainbow Dash and Applejack ignored her. Twilight and Fluttershy complied, more so due to embarrassment with their friends ill manners however.

“Pinkie Pie, for the last time, it's pronounced 'sham-pain'. You don't say it as it's spelled.” Twilight had tried and failed to educate her pink friend. The inebriation was most likely a deciding factor, Twilight reasoned.

“And... and for the tast lime, I'm tellin' you... quit nursing your booze and drust jink it already!” Pinkie's cheeks were flushed and her eyes were beginning to droop, obviously she had gone past the point of being merely drunk.

Twilight looked over at Rarity and Fluttershy, the only two other ponies in attendance who had retained a semblance of control. “Let's get her to bed.” She mouthed, waiting for the approving nods from her friends.

“Hey, Pinkie?” Twilight asked quietly. “I think it's time for you to go to sleep, you've had a long day.”

Rarity and Fluttershy walked over as well, helping the earth pony to her hooves and standing either side of her in case she falls over. “It's alright, Twilight, Fluttershy and I will help her from here. Why don't you try a vol-au-vent?” Rarity gave Twilight an encouraging smile before turning back around, helping Pinkie along gently and manoeuvring her towards the bedrooms.

Twilight sat back onto her seat , staring at the mess they had made on the table. There were several plates of party snacks that Pinkie had pulled out of the kitchen, some had been emptied and others had just been picked at. The things that took up the most room however were the bottles of champagne that no one had wanted to clean up, even if they were empty, not to mention the glasses that Rarity had insisted they drink from. Twilight found the plate of food to which Rarity was referring, she regarded the little pastry snacks for a second before deciding they couldn't be that bad. The lavender unicorn grabbed a vol-au-vent in her magic and floated it slowly towards her mouth.

It was enjoyable - light, tasty and hassle free. She glanced to her left for a moment, hearing the giggles of Applejack and Rainbow Dash.

The orange earth pony was sat facing the cyan pegasus. Rainbow Dash had her left foreleg held out towards Applejack, the latter had a look of concentration on her face before flinging her hoof at the formers outstretched leg. Oddly enough, the pegasus seemed to still be smiling, albeit with a bit of a wince. “That all you got, AJ? You punch like a sissy!”

“Oh yeah? Well show me how y'all do it then!” Applejack mirrored Rainbow Dash's previous action, holding her foreleg out and awaiting the pegasus to make a move. Rainbow Dash did the same as Applejack, throwing a punch aimed directly for the foreleg. Applejack winced slightly, but laughed it off. “Applebloom hits harder than you, RD. Put some muscle into it or are y'all jus' hot air?”

Twilight seemed to understand what was going on, the two mares had gotten into another competition. Undoubtedly related to handling pain better than the other. 'With the numbing effects of alcohol,' Twilight mused, 'this is undoubtedly going to go on for a while.' Instead of watching her friends consensually beat each other up, she decided to attack another vol-au-vent, finding the party snacks to be quite delicious.

“Enjoying yourself, Twilight darling?”

The lavender unicorn turned to find the fashionista behind her. Embarrassingly for Twilight, she had crumbs all over her face.

“Ah, I can see you are. Nice to see that your appetite is improving.” Rarity sat herself in the seat next to Twilight, taking a vol-au-vent for herself and eating it without any mess. “Pinkie Pie is safely tucked away in bed, the poor dear can't exactly handle her alcohol very well. I'm actually surprised Fluttershy is holding up as well as she is, she seems perfectly lucid.”

The pegasus in question sat down in her seat across from the two unicorns. She looked positively alert, except for a brief flickering of tiredness in her eyes due to the lateness of the hour.

Rarity couldn't let this pass under gaze however. “Fluttershy darling, how exactly do you hold your alcohol so well? Forgive me if I seem insulting, but you don't seem like the type to drink very often.”

“Oh, erm...” Fluttershy fell behind her mane for a few seconds before internally scolding herself. “I didn't want to upset anypony, so I took pretend sips from my glass. I don't really like champagne, but I didn't want to be a bother.” The pegasus mare looked away, suddenly finding a nearby sculpture incredibly interesting. Rarity was having none of it.

“Do I have to look after you as well this weekend? Auntie Rarity will not have Twilight and Fluttershy depriving themselves. I'll get you a clean glass of water Fluttershy, you must be parched.” The white unicorn stood and walked quickly over to the kitchen before the pegasus had any time to dissuade her.

“Rarity is right, you know. If you had only said, we would have been happy to get you an alternative, a nice tea perhaps.” Twilight smiled helpfully, knowing full well that her shy friend wasn't likely to take her advice any time soon.

The white unicorn reappeared not long after, setting the glass of water in front of Fluttershy. The pegasus said thanks and took a big gulp before seeing the look on Rarity's face and returning to the well mannered sip she had been taught.

Just as the three more or less sober ponies were entering a calm quiet, a grunt of pain sounded from nearby, followed swiftly by a “Yeehaw!”

“Ah expected the iron pony t' be made outta tougher stuff,” Applejack said with a smug grin.

Rainbow Dash was rubbing her foreleg, trying to coax some feeling back into it. “Fine, whatever. What's the punishment?”

Twilight had figured out that the grunt of pain had meant that Rainbow Dash lost, but she didn't expect this addition to the rules. “Punishment?” she asked, looking confused.

Applejack turned to the lavender unicorn with a big smile on her face. “We decided at the start that whoever loses has t' do a punishment chosen by the winner.” The apple farmer turned to the pegasus and put on her most mischievous grin. “What will it be then, Rainbow? Should ah make it quick and painless or should ah draw it out a little?”

“Just get on with it, Appleyack.”

Applejack laughed, “Name calling now is it? Well ah remember a certain someone havin' a delightful nickname from her days in flight camp, so why don't y'all share an embarrassing story with the group.”

Rainbow Dash narrowed her eyes. “This is my punishment, telling an embarrassing story?”

“It has t' be really embarrassing. No sissy nonsense about looking stupid in front o' yer fillyhood crush either.”

“Well you're in luck.” Rainbow Dash rolled her eyes and took a deep breath. “I've got just the story, it's full of angst and is plenty embarrassing. I believe Fluttershy is already aware of this one.”

The yellow pegasus made a small noise that signalled that she was aware of the story and that she didn't recall it too fondly.

“It all started at flight camp. I had already met and kinda become friends with Fluttershy at this point, I say kinda because, no offence, Fluttershy wasn't the type of pony I wanted hanging around me at this point of my life. Let me say now that I was a stupid filly.”

Applejack giggled a little. “Was?”

“Shut up, Applehick. You ain't exactly following in Twilight's hoofsteps yourself.” Rainbow Dash calmed herself down with a deep breath. “Anyway, as I was saying. I was friends with Fluttershy, but she mostly just followed me around and didn't say much. I suspect in the beginning it was pretty much because I was the only pony who would stand up to the bullies.”

The other ponies looked towards the yellow pegasus, who nodded. “Rainbow Dash was... nice. She also kept the bullies away.”

“Either way,” Rainbow Dash said loudly, drawing the attention back to her. “I had my skill with flying, I had a friend, but I wanted a lot more. I wanted all the cool pegasus ponies to respect me, I was freakin' Rainbow Dash, I did a sonic freakin' rainboom! Everypony at flight camp decided to believe those idiots I raced though, they said that I was making it up to get some attention because... let's be serious, who would think a filly could do something adult pegasi have tried to do for years.”

Twilight nodded. “I've done the math. On paper, it's a long shot.”

Rainbow Dash gave Twilight a blank stare. “Are we done with the interruptions? This isn't exactly easy to talk about you know.”

Each pony in attendance made a 'zipping it up' gesture with their hooves, smiling innocently at the cyan pegasus.

“As I was saying, I wanted to be recognised by the cool pegasi, but they all thought I was an attention seeking liar. It didn't help that my only friend was Fluttershy, the only filly in flight camp that had yet to complete the beginner's flight course.”

Fluttershy's head fell into the awaiting embrace of her hooves, the shy pegasus was beginning to wonder who this story was more embarrassing for.

“So I wasn't even cool by association, it was quite the opposite. From that point, I did the only thing I could think of, I ignored the taunts and continued excelling in my lessons. I had to show the other ponies that despite not believing me about the sonic rainboom, I was still good enough to deserve respect. Towards the end of camp, the instructors even said that I was good enough to join the Junior Speedsters.” Rainbow Dash chuckled randomly. “I remember just after the instructor gave me the Speedsters leaflet, Fluttershy walked by and he gave her a pat on the head and told her, 'you did your best'. Still makes me laugh.”

The yellow pegasus fell sideways on the couch, mortified.

“When the other pegasi found out that I had received a leaflet for the Junior Speedsters, they suddenly wanted to talk to me. They said that they always knew I had talent, but that I was being held back by Fluttershy, who always needed my help for something or other. That if I let her go, I could be friends with those guys.” The cyan pegasus sighed. “Don't judge me for this, I know I was being an idiot. I agreed and left with the popular pegasi, I never even told her that I wasn't being friends with her any more, I just left.”

“For about an hour, it was great, the pegasi seemed to like me and things went well. After that I started to feel as though something was wrong, it felt completely different than any time I had spent with Fluttershy, when we would laugh and joke. With them, it felt forced and that stuck in my mind. It didn't make any difference in the end though, I was too far gone with visions of popularity.”

Rainbow Dash began fidgeting in her seat, trying and failing to find a comfortable position to sit in. “The next part is the bit I don't like. The other pegasi invited me to the old stadium for some races, it was pretty dark out by this point so the place was deserted. They told me to get some stuff out of the equipment shed so they could make the race a little more interesting. That was when it happened, I felt myself being pushed from behind, I fell into the equipment shed and the door was shut behind me. I heard it lock and I heard the laughs of my so called friends as they celebrated their prank.”

The cyan pegasus brought her hooves to her temples and rubbed them a little. With a loud sigh, she went on. “At that point I was laughing to myself, it was just a prank, right? Just a little initiation into the group, they'd let me stew for a few minutes but then let me out. Time went by and I'd completely abandoned the 'friendly prank' theory, they obviously hadn't wanted to be my friend, they just wanted a chance to pull a prank on me before camp ended. Then I started to worry, there was no reason for anypony to be in the stadium at the time that it was and it was unlikely anypony would arrive until the morning. I started to freak out... as in, real scared. I honestly don't remember being more scared than in that moment. I'm Rainbow Dash, I can fly really well, but I'm useless in confined spaces.” Rainbow Dash fell backwards onto the couch, her eyes on the ceiling as if she could see into the sky above.

“I was sat in that glorified footlocker for hours, I had given up hope of being found before morning. I remember being curled up in a ball, hugging myself for warmth in the biting cold, I don’t know what I was shaking with more, the cold or just plain fear. I was a filly and the summer flight camp was my first time outside of home on my own, I was already scared enough as it was just being away from home, but at that moment I was being kept away from my surrogate home at camp, I was being kept away from the one other filly who was my real friend. I’m not ashamed to say that I would have cried myself to sleep that night, because the tears weren’t stopping. Luckily, there are some things that I learned you can always count on. Your friends.”

“I started to hear noises from outside, quiet murmurs of ‘Rainbow Dash’ and some gentle sobbing. I had an idea of who it was, but at that moment I didn’t care if it was Nightmare Moon herself, I was banging my hooves against that equipment shed door so hard and yelling at the top of my lungs. Then the doors opened and staring at me was Fluttershy, she had been worried about me when I didn't get back to the cabin at night. She told me that she had been asking everyone to see if they knew where I had gone, that she even went up to strangers and asked them if they’d seen me. Fluttershy of all ponies had been so worried about my safety that she fought against her own fears to find me. She showed me the true value of friendship that day, that loyalty to your friends is the most important thing... and I'll forever be in her debt for that.”

A small silence followed the end of Rainbow Dash's story where each pony seemed to thinking to themselves.

“That was a sweet story.” Twilight had a goofy smile on her face, perhaps a combination of alcohol and friendship had allowed her to calm down a little. “I love hearing stories about you guys from before I came to Ponyville. I sometimes feel like there's a lot I don't know about you guys and stuff like this fills in those gaps.”

“Well, I'm glad somepony enjoyed it, I sure as hay didn't.” Rainbow Dash sat back up and glared at the lavender unicorn.

Twilight merely stood up and walked over, giving the cyan pegasus a big hug. “It's okay, Rainbow.” Soon enough the other had joined in with the hug. Their thoughts then turned to the one pony who wasn't with them, a certain pink pony who would have enjoyed a group hug.

Twilight backed out of the hug and stretched her legs a little. “I suppose it's about time we got to bed, we have a big day ahead of us.”

The cyan pegasus stood up as well. “Yeah, that sounds good, reliving your past is tiring work.”

Applejack clapped a foreleg around Rainbow Dash’s shoulder and began laughing genially. “That was a mighty fine story, RD.” With another laugh she began a slightly stumbling walk towards the bedrooms. “See y’all in the morning.”

Soon enough the living room was free of ponies, leaving Twilight all alone amongst the scattered debris of their party. The lavender unicorn yawned and followed her friends, the mess could be cleared up in the morning, not to mention that if Twilight made any noise coming into the bedroom and Rarity was trying to get to sleep, things could get messy. It was best being in bed before the fashionista had a chance to get ready.

Regardless, Twilight found her bedroom door and pushed it open slowly, taking her first chance to peek around the door to find out if she was safe. “Rarity?” she whispered, looking for the white unicorn in the gloom.

“Yes, Twilight darling?”

Twilight sighed in relief. “Just wanted to see if you had gone to sleep yet, I wouldn’t want to wake you.”

Rarity, who had commandeered the bedroom desk to keep track of all of her beauty supplies, turned in her seat and faced the lavender unicorn. “Nonsense. I want to see that you’re enjoying yourself on this vacation and tonight was a brilliant start.”

“You’re too kind, Rarity, but I don’t want you to worry too much on my account.” Twilight walked over towards her bed and threw back the covers, climbing inside to get warm. “I’m fine.”

Rarity laughed quietly, her smile turning into a slightly devious one. “Applejack is a better liar than you. Auntie Rarity will make sure you have fun even if it means she has to sacrifice her own.” She walked across the room and got into her own bed. “Goodnight Twilight.”

Twilight muttered a response almost automatically, she wasn’t paying attention to much else other than her own sense of dread at the moment. The feeling had just come back and this time it was worse than ever. The lavender unicorn swallowed her fear, trying her best to get to sleep.

* * *

Massive thanks to Therizzen for pre-reading. Therizzen is best pony,

Act II: The Calm

The next morning, the smell of pancakes wafted throughout each bedroom. Eager noses sniffed at the air and found themselves climbing out of their respective beds regardless of how tired they were.

All except one, of course. Pinkie Pie was, for all intents and purposes, dead to the world.

Half-conscious ponies stumbled across the living room and into the kitchen, which was the source of the heavenly scent. They found a yellow pegasus hovering around the counter tops, checking on the various meals being cooked simultaneously. When she noticed her friends, she smiled and motioned for them to sit at the dining table.

“When the sun rose, I instinctively woke up, and I couldn't get back to sleep. I kept thinking about my animal friends and whether or not they were okay, and if they were getting their morning meals... I got so worried that I rushed into the kitchen and began making food for all of you.” Fluttershy found some plates in a nearby cupboard and placed them in front of the tired ponies at the table.

“Is Pinkie still asleep?” the pegasus asked, looking at the ponies at the table.

Applejack yawned and turned her head. “Ah 'spect she'll be laid out fer a few more hours yet, the 'mount o' champagne she downed. Ah didn't have too much myself an' ah feel a little rough, plus my right foreleg feels like it's been hit by a truck.”

The yellow pegasus giggled a little. “I imagine that would be because of the punching game you and Rainbow Dash were playing.” Fluttershy began passing out pancakes, piling them high on each plate.

“Ah remember now.” The orange earth pony wore a smug expression and turned to look at Dash on the other side of the table. “That would be the punchin' game that ah won.”

Rainbow Dash merely shrugged, visibly favouring her left foreleg compared to the bruised right one. The cyan pegasus silently began eating her pancakes instead.

“An' here's me thinkin' that y'all hated losin'.” Applejack continued her needling, yet the pegasus seemed oddly calm throughout it. She didn't rise to the taunts, merely eating her pancakes with a calm, collected demeanour. After a few moments, the apple farmer got bored and started attacking her own pancakes.

“These pancakes are simply divine, Fluttershy,” Rarity, who was levitating a knife and fork to help cut up her breakfast, said. The unicorn dabbed at the side of her mouth with a clean napkin before continuing, “I can't imagine you get to cook for other ponies that often, so how do you do it?”

The yellow pegasus blushed and sat down at the table with a stack of her own pancakes. “Feeding the animals is a big job, so cooking for six isn't too different. I also have a lot of cook books at my cottage, I read them when I have nothing else to do.”

“Well aren't you the perfect little housemare,” Rarity replied whilst giggling.

“The library comes stocked with a wide range of books on cookery if you're interested, Fluttershy.” Twilight jumped into the conversation eagerly, the sudden mention of books had appealed to her specifically. Twilight was a pony who truly valued being valued by others, so if she worked to hard to help other ponies, those same ponies would view her as a helpful pony. Being seen as helpful would make Twilight feel better about herself. It was a trait she had picked up in Canterlot, during her personal tuition under Princess Celestia. Impressing and pleasing her was the number one priority, there wasn't any room to fail because if she wasn't impressive, she would get kicked out.

Or so she believed, at least.

When Twilight moved to Ponyville, that trait had stuck with her, only it had transferred from the Princess to her friends. Friends don't always stay friends, but keeping them happy usually keeps them being friends. Twilight had never had friends before, and she didn't want to lose them now that she had them.

“Oh no, it's fine, Twilight. I don't want to be a bother, I know how you like to keep your library tidy and organised,” Fluttershy became quieter and quieter as she spoke before finally filling her mouth with pancake to stop the noise.

From that point on, the five ponies ate in relative peace, keeping to their own plates and silently savouring the nicely prepared breakfast.

Thud... Groan.

The five ponies each looked up, facing the kitchen door before looking at each other. Confusion was shared between them.

“What in tarnation was that?” Applejack asked.

Thud... Groan.

“That sounds like-”

“Yup.” Rainbow Dash nodded, a knowing frown on her face. “Pinkie Pie's awake.”

When no one else would get up from their seats, Rainbow Dash sighed and walked over to the kitchen door, opening it slightly and peering through the crack. It was indeed Pinkie Pie, her curly pink tail was splayed over the side of one of the couches in the central seating area.

“Does she look okay?” Fluttershy asked, flying swiftly over to the door, taking a look herself. Her aversion to alcohol and its effects were battling with her innate kindness, the quantities of the latter easily toppling the former however. She flung the door open and flew into the living area, landing softly next to her hungover friend. The pegasus had lifted Pinkies head and laid it in her lap so she could best comfort her.

The others joined Rainbow Dash at the door, pausing for a moment before heading out as well, taking seats around the pink earth pony.

No one spoke as they watched Fluttershy holding her hoof against Pinkie's forehead, undoubtedly feeling for a raised temperature. When she found nothing in particular to worry about, Fluttershy merely began stroking her friend's mane, hoping that the comfort would at least coax her into waking up again.

“Ow.” That was all she said, she hadn't attempted to move anything save her lips.

It was enough to make Fluttershy chuckle however. “You shouldn't have drunk so much alcohol then, should you?” She looked up at each of her friends in turn. “Could one of you please see if there is any medicine around to help her?”

“Think ah saw some aspirin in the bathroom, ah'll jus' go make sure.” Applejack stood and walked away to fetch the pills.

“She'll need some water with that,” Rainbow Dash added, taking off herself.

Twilight and Rarity sat quietly, trying not to look at each other lest the situation become more awkward than it needed to be. Pinkie Pie's groaning was soon joined by Fluttershy, who was humming softly.

Soon enough, both Applejack and Rainbow Dash reappeared, bringing with them two small tablets and a large glass of water respectively. Pinkie's eyes opened slowly when Fluttershy nudged her up into a sitting position, and she held a hoof over them to stop the overly bright lights from burning her retinas.

“Come on, Pinkie, take your medicine,” Fluttershy said sweetly. She nodded her head towards Applejack, and the orange earth pony gave the tablets to Pinkie, who popped them into her mouth instantly. Rainbow Dash took the hint as well and passed her the glass of water. “Make sure you drink all of that water, it'll make you feel better.”

The pink pony didn't complain once, she merely followed the orders given to her to the letter. As she finished the last drop of water, she leaned forwards and placed the glass on the table before falling backwards, snoring.

“She'll be fine once she wakes up,” Fluttershy said with a smile. She flew off the couch and through a door on the side wall, emerging a few moments after with a blanket, which she draped over the sleeping form of Pinkie Pie.

Rarity used this quiet moment to gather her thoughts. “Now that we've all woken up and eaten something, I think we should give Pinkie Pie some peace by getting out of the hotel room and having a walk around the city. We have plenty of time before we have to get ready.”

“Rarity's right,” Twilight stated, “we need to start enjoying ourselves... erm, a little less rowdily than we already have done.” She ended with a sheepish smile, the ghost of a blush creeping across her cheeks.

With a rather small cheer, so as not to wake Pinkie up, the five ponies got ready and left the hotel room.

==

After being bowed out of the hotel by the overly nice receptionist, Twilight Sparkle, Rarity, Fluttershy, Rainbow Dash and Applejack unleashed themselves upon Manehattan. Albeit rather timidly.

Fluttershy was sticking close to Rainbow Dash and Applejack, looking even more scared than usual. Even the two usually brave ponies didn't look very confident. The earth pony's eyes darted back and forth, watching the ponies that passed by and making sure that they didn't try anything suspicious, while the cyan pegasus kept ruffling her wings. Her nerves seemed to be constantly on edge and, like Applejack, she was glancing about nervously. However, while Applejack stared down the passing ponies, Rainbow Dash looked at the surrounding buildings, the massive constructs towering above her like a cage. She shuddered, the city itself seemed to sap all of her energy, making her docile and compliant, both of which were unfamiliar feelings for the flighty pegasus.

Twilight Sparkle on the other hoof, she lead the group with an unsure smile on her face. The lavender unicorn didn't seem to mind Manehattan in the slightest, in fact she wandered randomly down the perfectly straight roads, staring at anything that caught her eye. Rarity seemed equally as impressed as Twilight, yet hid it well. “It may not have the class and sophistication that Canterlot does, but Manehattan holds a certain cosmopolitan charm.”

“Charmin' aint the right word, sugarcube,” Applejack added, looking away from the ponies on the street for a few seconds to confront the white unicorn. “Y'all shouldn't trust this place any further'n y'all can spit.”

Rarity laughed airily. “Considering that I don't intend to do any spitting any time soon, I'll take that as an order to enjoy myself rather than fretting over some silly memory from my past.” She turned her head and eyed Applejack with a teasing look complete with a smug smile.

Applejack scoffed, turning away and resuming her pony watching. “Aint just that... okay, maybe it is a li'l... Ah'm gettin' another feelin' though, in my gut.”

“I would imagine that's the alcohol, darling. You would insist on drinking like a sea pony.”

“Would you two please calm down for a few moments.” Twilight turned to the arguing pair and gave them a pleading stare, it told them that she wasn't angry, she just wanted them to listen. “We're here to see the city, aren't we? We're also out here giving Pinkie Pie some peace and quiet, so can we please focus on that?”

“I agree with Twilight.” A very small voice came from behind Applejack and Rainbow Dash, the pink mane visible above the pair being the only indicator that Fluttershy was there at all. The procession stopped as they all turned to face the timid pegasus, which didn't help her shyness.

Rarity sighed loudly. “I suppose you have a point.” At this, everypony started walking again, although a destination still eluded them.

“I suppose we could visit the Statue of Harmony whilst we're here. That seems like a tourist-y thing to do.”

Rainbow Dash had cheered up considerably upon their arrival at the edge of the city. There was a wide open expanse of land with nothing but the sky above them and the scent of the ocean on the wind. Looking out over that ocean was the huge copper monument in commemoration of the harmony between all ponies.

Despite her new found ease, Rainbow Dash couldn't help but get bored. “It's just a statue.” She hung in mid-air, her wings flapping lazily.

“This is an important historical statue, Rainbow Dash,” Twilight said. “We need to learn from our history and apply it in our daily lives. This statue represents that.”

“Don't talk to me about harmony! I'm all about harmony, you could even say it's one the many elements of my personality.”

Twilight rolled her eyes and sighed. “Okay, you raise a good point, but the statue is still an important Equestrian monument. It would be like going to Canterlot and not visiting the castle, you'd be missing out on a great experience. Wouldn't you rather say that you have seen the statue of harmony with your own eyes?”

Rainbow Dash looked towards the statue again, at the torch raised high into the sky and nodded. “I suppose you're right. You know what, I'm still a little hungry.”

There was a smattering of laughter from her friends, causing Dash to look around at each of them in turn. “What's so funny?” she asked, somewhat accusingly.

“Nothin', Sugarcube.” Applejack wiped away a tear. “It's jus' nice t' see that y'all are back t' yer old self.”

“I don't think a quick bite to eat would be so bad.” Twilight put a hoof to her chin in thought. “I remember seeing a traditional Manehattan diner on the way over here, we could stop there before figuring out what we want to do next.”

Rarity was sitting awkwardly on the edge of her seat. Not that she was feeling suspenseful in any way, she just didn't trust the cheap plastic and its cleanliness. She pushed through it however, not wanting to make a fuss in front of her friends, especially in such a public place. “This place certainly has... character,” she said, looking around at the tacky decorations and glowing neon signs.

“Not everything has to be so-” Rainbow Dash put on a high pitched, whiny voice, “-cosmopolitan.”

“Dash has got a point, Rarity,” Applejack added, “Manehattan has more'n one side, aint gettin' the full picture if we jus' did fancy schmancy stuff all day.”

“That's not what I meant... okay it is, but I don't see why we have to immerse ourselves quite so much.” Rarity grimaced as she spotted a particularly nasty looking stain on the floor.

“Jus' order some food an' be glad about it,” Applejack muttered, her nose in a menu.

Rarity held a hoof in front of her mouth, looking disgusted. “I'm not very hungry, those pancakes this morning were more than enough to sate me.” As she took a breath to clear her head, she felt a tiny disturbance in the back of her mind, like the feeling you get when someone is watching you.

“Suit yourse- Ooh, they have chocolate cake!”

There it was, the feeling had passed and in its place was a very real, very alert Pinkie Pie. She was sitting at the previously unoccupied wall seat besides Fluttershy and looking at the menu. Rarity was at least glad to see she wasn't the only one who was surprised by the previously prone party pony's sudden arrival.

Twilight was the first to speak, although the term speak could be used loosely, she seemed to trip over her words in confusion. Rarity couldn't blame her. The lavender unicorn took a deep breath a tried to calm herself over Pinkie's giggles. “I thought you were passed out!”

“I'm not passed out, I'm Pinkie Pie, silly.” The pink earth pony tilted her menu so it was sideways and moved her head accordingly. “Four bits for a bowl of soup!? What are they trying to pull?”

“How did you find us?” Twilight was trying her hardest to stay calm, but there was something about Pinkie's blasé attitude to things like 'details' and 'sense' that always ticked her off. “Not that we don't want you here, it's just that we didn't exactly make it clear where we were going.”

Pinkie closed her menu and set it down on the table, she pressed her hooves together and narrowed her eyes into a serious expression. “Look Twilight, sometimes you just have to accept a good thing when it happens. Worrying about 'why' will only stop you from moving forwards.”

Twilight was taken aback, that was surprisingly lucid for Pinkie Pie. “Okay... I'm glad you're able to join us.” She smiled genuinely. You wouldn't guess from a first look, but Twilight had a lot of respect for Pinkie Pie's intelligence. There were different kinds of smart, and spending any time with Pinkie Pie will tell you that she knows more than she lets on.

With that in mind, Twilight began to peruse her own menu, finally deciding on a daisy sandwich. It wasn't long before her friends, with the exception of Rarity, had placed their orders and given them to the waitress.

“So exactly how much of last night do you remember, Pinkie?” Rainbow Dash asked. “I didn't drink that much and there a few hazy spots for me.”

“I remember when Rarity was washing Twilight's mane and then they started kissing, or did I dream that?”

Everyone looked at the pink pony with a raised eyebrow, then they turned to Twilight and Rarity who were understandably blushing with the embarrassing contents of Pinkie's dreams. “No Pinkie, that didn't happen,” Twilight answered.

“Okay then, there was definitely something about Trixie, that showmare from ages ago, she met with Twilight and then destroyed a lot of stuff and then Trixie changed colour!”

At this, everypony laughed.

Pinkie's face fell. “Don't tell me we just sat around and ate food.”

“Yeah, pretty much,” Rainbow Dash answered. “Oh, I also told a story and then we went to bed.”

“Damn.” Pinkie fell face first onto the table, turning her head to look at the other ponies. “Of all the times to forget to pack my party cannon.”

“Don't worry Pinkie,” Fluttershy said consolingly, rubbing her on the back with a hoof, “we'll have another party when we get back to Ponyville.”

“We always have parties in Ponyville, I wanted a party in Manehattan.”

Rarity cleared her throat, drawing all attention to herself. “I'm acutely aware that this won't be the kind of party you are wishing for, Pinkie, but this concert we are invited to is a high-class event. If there isn't a formal gathering afterwards, of course as guests of the Princess herself we would be invited to one, then I'd say that it would be a rather serious social faux pas.”

“There you go, Pinkie!” Twilight added encouragingly. “Any party is better than no party.”

Pinkie Pie blew away an errant strand of mane that had fallen into her eyes and sighed. “I suppose.”

“Now that I mention the concert-” Rarity looked away, a hoof over her mouth. “We'll all need something new to wear. Luckily, we just happen to be in one of the fashion capitals of Equestria.”

“Do we really need to dress up for this?” Dash questioned. “it's a concert, not a ball.”

Surprisingly, it was Twilight who answered. Rarity had opened her mouth to administer a long-winded response, but the lavender unicorn's interruption had taken all of the wind out of her sails. “I'm afraid we do, Rainbow. I went to plenty of these concerts with the Princess, back when I was studying in Canterlot. The upper levels, where the royal box is, are strict on the dress code. It's black-tie minimum, or you don't get in.”

“Then I'll go into the lower levels and watch from there.”

Twilight grimaced. “And separate yourself from your friends? I know it's a pain, Rainbow, but wearing formal attire is a small sacrifice for having a good time.”

“Fine,” Dash conceded, looking frumpy, “just as long as it isn't embarrassing.”

A smug laugh sounded from beside the two, they turned to see Rarity staring at the cyan pegasus with a superior smile. “Rainbow Dash, darling, I don't do embarrassing.”

–

A few hours, and more than a few boutiques later, Rarity and the others could be found in an up-scale store that was one of many owned by Hoity Toity. One would wonder how Rarity and the others had come about this nugget of information, but the answer was plainly clear upon entry when the greeter explicitly told them so before ushering them inside.

The drop of Hoity Toity's name had been enough to convince Rarity to stay, and her friends wouldn't disagree with her decision. Rarity had politely convinced the greeter to leave them alone whilst she browsed the designs, flicking through rails of clothing and looking rather bored whilst doing so. Every now and then she would fling a piece of clothing over towards one of the ponies following closely behind her with a cry of “this would look fabulous on you” or “this is perfect for your figure”. Things stayed like this until they had reached the last rail of clothing in the store, at this time, the owner of the boutique came over and asked them whether they needed any help.

“I'm perfectly fine with the selection, but could you be a dear and tell me where the fitting room is?” Rarity replied, her voice betrayed little sympathy despite her awareness of how demeaning a customer could be at times.

With a tired yet well veiled sigh, the owner put on a largely fake smile and directed Rarity to a big room at the back of the store. There were several stalls for the ponies to try on the various items of clothing that the unicorn had picked out for them. Rarity herself waited outside whilst everypony else tried on various outfits.

Rainbow Dash was the first to exit her stall, sporting a tight fitting dress and a frown. “There's no way I'm going to wear this. Ever.”

“Hmm... You might be right, try on the other one I gave you, I think you'll like it better.”

Several grunts came from Dash's stall as she presumably tore the dress off of herself. A few moments later she emerged once more wearing very little, in fact all she was wearing was a simple shirt collar to which a tie had been attached. “This is pretty good, I don't look half bad.”

Rarity allowed herself a wide smile. “I knew you'd like it, I only got you the dress because I wanted to see whether you'd actually put it on. Speaking of which, what's taking Applejack so long? I got her something similar to you. I knew you both wouldn't want anything too fancy, so I made sure what I got you was simple yet elegant.”

“Keep yer hooves on,” Applejack's distinctive voice came from one of the stalls, the curtain being pulled back a moment later. Like Rainbow Dash, the orange earth pony was wearing a simple shirt collar, but instead of a straight tie like the pegasus, Applejack was sporting a simple bow-tie. “It aint easy tyin' these things y'know.”

“You both look rather smart if I do say so myself, of course I'll need to do something with your manes before we leave, but it shouldn't take too long.” Rarity hushed the two ponies before they began any complaints and went on. “It won't kill you to style your manes every now and then. Especially for special occasions.”

Rolling their eyes in perfect sync, Applejack and Rainbow Dash stood either side of Rarity and watched the stalls. “So why aren't you trying your dress on?” Rainbow Dash asked.

“I know my dress will look great on me. Besides, I need to stay out here and give my opinion on your outfits.”

“So basically, y'all are decidin' what we wear t' the concert?” Applejack replied.

Rarity pretended to think for a while before answering with a confident “Yes”. She smiled, and the earth pony raised an eyebrow before turning away. A brief silence gripped the room as the three ponies on the outside simply stood still and waited.

Two of the stalls opened at the same time, revealing Twilight Sparkle and Pinkie Pie. Twilight was wearing a loose-fitting dress made of a thin material that looked more like a robe than anything else. The wide sleeves went down to a few inches above the floor, and there was a lot of room in the back so as not to impede her movement. Pinkie on the other hoof, she had emerged wearing a tuxedo, complete with cuffs and shoes on each hoof. The tails of the jacket hung over her rump and she even had a top hat perched precariously atop her head.

“Pinkie... I didn't give you that to wear.” Rarity was staring wide-eyed at the pink earth pony.

“What, this? It's just a little something I brought from home, isn't it fancy!” Pinkie turned a few times to show off her outfit, blissfully unaware of the real matter at hoof.

“But where did... you know what? Never mind.” Rarity took a deep breath and focused her attention on her fellow unicorn instead. “What do you think of your outfit, Twilight dear?”

Twilight had a reminiscent smile on her face. “This reminds me of what I used to wear in the castle, back when I was still taking lessons with Celestia.” She, like Pinkie, turned around a few times, watching the thin fabric trail behind her. “It looks really nice.”

“Okay, four down, just Fluttershy to go. Are you okay in there, darling?”

“Um...”

“Don't be shy, I'm sure you look lovely.”

The curtain to the only closed stall ruffled for a few moments before slowly sliding open, revealing the yellow pegasus with a bright red blush on her face. “I don't know...” she mumbled quietly, hiding in her mane.

Rarity gasped and smiled gleefully however. “Fluttershy darling, you truly are a living mannequin. Clothing just works on you.” The unicorn got up and began inspecting the pegasus at all angles, her roving eyes causing the pegasus to blush even harder than she previously was.

Fluttershy was wearing a simple, white dress that left little to the imagination. Regardless of the fact that Fluttershy spent most of her time naked anyway, when wearing clothes she suddenly became aware of how much she was showing through the fabric, and this dress was no exception. Her entire right hind leg, all the way up to the flank, was exposed. The left side wasn't much better, although it did at least cover her cutie mark and leave room for her tail to move freely. Below her tail however, there was nothing. It was also rather tight-fitting and left Fluttershy rather short of breath, it didn't matter too much, but she wouldn't be able to do much in the way of physical exertion for fear of passing out.

Speaking of physical exertion, she may be standing still, but under Rarity's gaze she felt like she had been running a marathon.

“Perfect. There's no other way of describing it, you are simply the perfect model. Now hurry up all of you, take your clothes off.”

Rainbow Dash snorted and Rarity gave her a stern glare, which caused the pegasus to immediately remove the tie and collar from around her neck. Applejack did similar to Rainbow, taking much longer on the bow-tie however. The other three went back into their stalls and began the long undressing process.

Rarity smiled as everything began to come together. Curiosity caused her to check a clock on the wall, the timepiece reading four thirty in the afternoon. “Only four hours to go!? Hurry up girls, we're on a schedule!”

==

Roughly three hours after leaving the boutique with their purchases, Rarity could be found in the bathroom of their hotel suite, surrounded by hair products and various lotions, the quantity and variety of which would make Zecora jealous.

After styling the manes of Rainbow Dash, Applejack, Pinkie Pie and Fluttershy, the latter insisted that Rarity herself get some pampering time and set about following the alabaster unicorns strict orders.

Twilight Sparkle was wearing the outfit she had gotten that day. She was sitting in the living room and awaiting her turn when she felt a sudden and curious pang of nostalgia. Her dress, she surmised, was the cause, it did look strikingly similar to her old uniform. It certainly did look good, and Rarity really seemed to like it, so there was no reason not to get it, but not every memory Twilight had of her time in her old uniform robes were happy ones. Without really thinking about it, she stood up, turning to the other three ponies who were chatting amongst themselves. “I'm going out for some fresh air... if I'm not back before the carriage gets here, leave without me. I'll meet you at the concert hall, I know where it is.”

The conversation died as all three ponies turned to look at the lavender unicorn. “What's the matter, Twi?” Applejack asked, a look of quiet concern on her face.

The unicorn laughed mirthlessly. “I don't think my lunch agreed with me, I just need a bit of fresh air and perhaps a quick walk and I'll be fine.” Twilight hated lying to her friends, but even Applejack knew that bending the truth can be the most beneficial option in some scenarios. “I know Rarity will freak out when you tell her, but just keep her calm. I'll see you in an hour or so, I suppose.” With little fuss, Twilight turned tail and left the hotel room.

Minutes later, when Twilight was strolling out of the front door of the hotel, she heard something that sounded remarkably like Rarity when she gets angry. Now outside, she looked up to the top floor where she knew their hotel room was, and muttered a silent apology.

* * *

Sorry for being so slow when updating this, but there just wasn't a clear plan of what to write for this chapter, (I'm still actually surprised I managed to break 5,000 words on this one) so I just ended up having to worh through the small events and try to make them into something that could drive the story forwards a little. Hopefully the next chapter won't take so long.

Act III: A Tale of Two Sisters Part I: Solstice

Rarity was so annoyed that she forgot to say thank you to the carriage drivers when she and the others had arrived at the concert hall. Instead she stomped irritably down the small steps leading onto the pavement and continued walking without looking back.

Fluttershy was the first to follow the prissy unicorn, mumbling a hasty apology to the carriage drivers and trotting swiftly towards the concert hall. When she caught up to Rarity, Fluttershy laid a hoof on the unicorns withers and asked her to stay calm. They both turned their heads to see that Applejack, Pinkie Pie and Rainbow Dash were walking slowly towards them.

“Twilight said she'd meet us inside didn't she?” Rainbow Dash said, taking flight and landing next to the unicorn. “Will you stop acting like a drama queen for a few seconds?”

“I am not being a drama queen, Rainbow Dash!” Rarity replied irately, “Twilight is messing up my schedule by not being ready for the carriage when she should have been.” The unicorn stamped a hoof to the ground and looked at each of her friends in turn, but saw that her annoyance was mirrored in none of them.

“Woah there, sugarcube. Twi's gotta right t' go where she pleases, besides, she said she'd meet us here an' ah believe her,” Applejack added, smiling in what she hoped was a reassuring fashion.

Rarity relented and began to compose herself, she was about to attend a high-class event after all, one must appear calm and collected. It wouldn't do well to appear dishevelled, so the unicorn took a deep breath and put on her most nonchalant smile before entering the concert hall. The main foyer was certainly magnificent, but it lacked an opulence that Rarity was hoping for, she had to remind herself that she wasn't in Canterlot and that this was first and foremost an earth pony founded city. By nature, the industrious earth ponies seemed to favour function over form and it was displayed in their architecture, they had none of the ancient elegance of Cloudsdale or the gothic majesty of Canterlot. That isn't to say they couldn't create beautiful things, there can be beauty in simplicity after all, Rarity was a pony that knew this very well.

The foyer was rather busy, but there was more than enough room for Rarity and her friends to manoeuvre around together. The unicorn had apparently spotted something important because she sped up, her friends making sure to keep close on her tail.

“Good evening, this is the staircase to the upper level, yes?” Rarity was stood before a fairly wide staircase blocked by a velvet rope. The staircase did indeed lead towards an upper level of some variety, although it was hard to tell exactly what from their vantage point.

A well-dressed security pony was stood in front of the staircase and barely flinched when Rarity had asked him the question. He took off his sunglasses and surveyed Rarity and the others for a few seconds, almost as if he was making sure they weren't carrying dangerous weapons under their dresses. “I'm sorry, I don't have anypony on the list by the name of-” he put his sunglasses back on, “-Captain Obvious.”

Rarity stared, her mouth wide open, as if her indignation towards that comment had frozen her solid. Rainbow Dash on the other hoof, she was trying her hardest to keep her sides from splitting. “Excuse me, sir! Is that how you treat all of guests of the Princess herself?” Rarity had found her voice, her tone serious. She also got the feeling that, were she here, Twilight wouldn't appreciate her friends name-dropping Princess Celestia to get preferential treatment. Rarity had been walking a tight rope for the past few hours however, and was not in the mood to ponder too much on hypothetical situations involving friends who are not punctual when it suited her.

At that moment, another similarly dressed security pony sidled up to his colleague and whispered a few choice words into his ear before whisking away just as quickly.

“So sorry ma'am, can't be too careful at an important event like this. Security is here for a reason.” The burly pony lifted the velvet rope and allowed the five ponies to pass.

“Thank you,” Rarity said, smiling smugly as she began the ascent up the staircase.

“Well that was weird,” Applejack said in a hushed whisper, looking back to the security pony. “He didn't look set on lettin' us pass. Until that other pony came along, that is.”

Rarity scoffed, “Well of course they were told to expect us, that guard was obviously not important enough to be told about it.” Despite her previous annoyance, she seemed perfectly happy now that she was on her way to the upper level. “Twilight Sparkle or none, I'm at least determined to enjoy myself and take in a show.”

At the top of the staircase was a long corridor that stretched across the length of the room. Both directions lead somewhere else judging by the doors at either end, but it was the double doors in front of them that was their destination. The sign outside read 'Private Function – Invite Only'.

Another security pony was at the door, it seemed to be the one that had intervened earlier, he barely had to look at them before pushing the door open and allowing them through.

Rarity bowed her head politely and walked into the room, the others following suit. Upon seeing what it was like inside, Rarity gasped. This was the kind of opulence she was hoping for. Very few ponies were in here compared to in the foyer, there was plenty of room to move around and the carpet under their hooves made moving around a very comfortable experience. Soft jazz poured into the room from a live band in the corner, but nopony seemed to be paying them much attention, although a few hooves could be seen tapping along to the music. Along the back of the room, various curtains could be seen, a few of them were open, showing the large hall beyond and even a part of the stage.

“Excuse me, madams?” A thin looking pony approached them from the side, his accent was thick, but his words were understandable. “You are ze royal guests, non?”

Rarity allowed herself a self-important smile before nodding her head in agreement.

“Right zis way, madams.” He turned and headed towards the back wall, leading them to the curtain in the very middle of the room with the royal insignia above the entrance. He held it open and waited until the last pony had made it through before saying something. “Where is Miss Sparkle? I was told she would be accompanying ze group.”

“You mean she isn't here?” Rarity turned quickly and faced the attendant, fixing him with a fierce glare.

“You are ze first of ze royal guests to arrive, madam.”

Rarity looked around uncertainly. On one hoof she was angry that Twilight wasn't there, but on the other, she was worried that Twilight wouldn't turn up at all, Manehattan wasn't as friendly as Ponyville.

Almost as if reading her mind, Applejack spoke up, “Don't worry, Rarity. Twi's a big pony, she can take care of herself.”

Rarity sighed, speaking quietly, “I know.” She looked up however, steeling herself. “But she should be here, damn it!”

The attendant raised an eyebrow at this odd behaviour. “I shall wait for Miss Sparkle, non?” he said before bowing out and letting the curtain fall behind him.

Now glowering, Rarity took a seat on the large, plush couch and stared over the railing towards the stage where various ponies were setting up equipment. The royal box had a perfect, unobstructed view of the entire stage, which was laid out directly in front of it. If one were to look down over the barrier, one could see the ground floor seating, a mass of chairs sitting in rows all pointed towards the stage. The stage itself was huge, a massive red curtain lay across the majority of it, blocking all but the front few metres of the wooden structure.

A microphone was stood in centre stage, a pony testing to see if it was working properly. To the microphone's left, or right from the perspective of the royal box, was a small stool stood next to a large wooden instrument, most likely a Cello. On the other side was a heavy looking piece of equipment that looked like the love child of some turntables and a keyboard.

Rarity heaved another sigh. “Stupid, tardy Twilight.”

–

Half an hour had passed and Twilight still hadn't shown up. Rarity had insisted on staying put and waiting, but her friends had all been for a quick wander around to get snacks or drinks or even just to engage in some polite conversation. Applejack was surprised to meet a successful owner of a chain of farms and had talked his ear off about her own apple orchard.

Rarity however had acted sulky all night, resting her head dolefully upon the railing that overlooked the stage. She had seen some ponies come onto the stage and test the instruments a few times to make sure they worked, but other than that, all she had to occupy herself was the steady trickle of ponies filling the ground level seats and her own thoughts.

“You okay, Rarity?” It was Applejack, she had obviously finished talking with the farm owner. “I heard somepony say the show was about t' start. I told the others t' get back here and watch the show.”

Rarity didn't turn around, merely contenting herself by muttering a quick “thank you”. She felt the weight of several ponies joining her on the couch, but still her head remained fixed on the stage.

“Still no word from Twi?” Applejack asked, the apple farmer determined to help her friend feel even the slightest bit better.

“Not a peep.” Rarity sighed once again.

“Why are y'all so hung up on Twi not bein' here anyhow? Don't get me wrong, ah'd love for her to be here, but why is it bothering y'all so much?”

Rarity finally managed to pull her head from the railing and looked at Applejack. She wasn't the composed pony that had entered the building, that was for sure. “I told Twilight that I would look after her on this trip and she pulls this on me. I just feel a little disappointed in myself because I knew she was feeling down and I can't even help her.”

Applejack smiled in a way that told the worrisome unicorn that everything would be okay. “What Twi needs is a friend, not somepony t' fuss over her. Sometimes ponies need space and as friends we should know when t' give it t' her.”

“Shush, be quiet.” Rainbow Dash nudged the two ponies, trying to halt their conversation. “Somepony is coming on stage.”

The pony Rainbow Dash was referring to was a white unicorn mare, unlike Rarity however, this pony had an unkempt shock of electric blue hair. Her eyes were hidden behind a large pair of dark sunglasses, how she saw out of them was a mystery. She trotted over to the microphone and coughed once. “Hello Manehattan, thank you for attending. This is a performance of our award winning stage show, 'A Tale of Two Sisters', a fictionalised history of Equestria. I am Vinyl Scratch, we are Triumvirate, Maestro if you please.”

The unicorn walked out of view and a small orchestra sitting underneath the stage began to play. The strings and the brass began a slow paced melody, the woodwind kicking in every so often. Ponies watched entranced as the red curtain began it's ascent, revealing a large picture filling the entirety of the back wall. It displayed a verdant meadow at dusk, the muted greens of the grass and trees, the multicoloured flora, the stars almost twinkling in the sky. Atop a hill in the distance stood two ponies, one was pure white with a flowing pink mane, the other the complete antithesis, dark and brooding, her coat and mane done in the hues of the night sky.

The music faded away and two ponies came onto the stage, the unicorn from earlier went and stood behind the keyboard slash turntables, she donned a pair of headphones and nodded to the other pony. She was an earth pony, her coat was grey and her mane was dark, she would look almost monochrome if it wasn't for her bright, lavender eyes. She wore an elegant black dress, gothic in style with a tight corset around the waist and a veil over her face. The grey mare took hold of the Cello and grabbed her bow, nodding silently to the unicorn before playing a mournful tune.

The microphone at centre stage remained vacant however. A voice drifted across the audience, it's source the unicorn mare at the turntables. There was a smaller microphone attached to her headphones which she talked into to deliver the opening monologue.

'In the beginning, there was a garden.

This garden stretched out beyond imagination, but it was home to only two creatures, ponies of unimaginable grace and beauty. Neither pony was aware of how the other came to be, but each knew that the other was special.

The pony from the East was a being of light and warmth.

The pony from the West was a being of darkness and mystery.

Despite their differences, both ponies realised that they were two halves of a whole. Just as night must always follow day, the two ponies became inseparable. After long, the two ponies had forgotten what life was like apart, settling into a calm lifestyle in the unending garden.

No matter what solace the two ponies found in each other, they steadily became lonely by themselves. Each pony would share stories of their homeland, but neither of them could say that they had seen another being quite like themselves until the two had met.

It wasn't long before they had both decided to go looking for others. With both East and West out of the question, the pair began their journey North.'

The curtain fell and the unicorn pulled the microphone away from her mouth. The earth pony on the Cello finished her tune with a flourish, bowing slightly to the audience.

As a generous but politely quiet applause swept the stands, another pony walked onto the stage, a yellow pegasus pony with a blue and white two tone mane. She took her place by the microphone and coughed once, nodding to the unicorn and the earth pony in turn.

In the Royal box, all was silent and all eyes were on the stage, even Rarity found her worries floating away. Perhaps becoming absorbed in a stage show was just what she needed right now.

Even she had to admit, the dress the cellist was wearing was fantastic. She had half a mind to ask who the designer was and congratulate them herself.

Act III: A Tale of Two Sisters Part II: Dawn

At journey's end, amongst the infinite garden
looking out across the valley green,
tired eyes witness their future burden,
a twisted fate gone unforeseen.

The pegasus stepped back from the microphone, wings unfurling at her side. The feathered appendages began to work, sending the pegasus slowly into the air, rising towards the roof of the stage. As the musicians below began to play another melody, the yellow pegasus began a strange mid-air dance that captivated the watching audience.

The picture at the back of the stage had changed. The two ponies from the first picture were stood at the lip of wide open expanse of land, high mountains lay to their right and a vast forest to their left. More importantly, settled between these two opposing forces was a small collection of crude houses, the burgeoning signs of civilisation.

The pegasus continued her dance, swooping around the stage, twirling and swirling with the music, her lithe body cutting through the air with a magnificent agility. On the stage below, the music hadn't dropped a beat, the unicorn was using her magic to manipulate the various buttons, sliders and dials on the turntables. The Cellist had her eyes screwed up in concentration, but her hooves were a blur on the instrument, the fierce melody strangely soft and hopeful to the ear.

Slowly but surely, the pegasus descended to the stage floor and a rousing murmur of approval sounded quietly and respectfully from the audience. The yellow pegasus allowed herself a smile before standing in front of the microphone again, her voice strangely ethereal, as if there were two separate sounds vying for control of her words.

The sight of others in Nature's maw,
tears of joy and hope and awe.

Was this a land to call their own,
or was their solitude set in stone?

The unicorn had her microphone to her mouth again and her control on the turntables lessened, pulling the music back so the Cellist and the small orchestra could take control. The pegasus still had a hold of the microphone, providing eerie backing vocals and harmonic support.

'The two ponies had found others at last, these new ponies were smart enough to construct shelters for themselves and had even perfected a means of growing food. The pony from the west turned to the pony from the East, turquoise eyes meeting regal purple. “Doth thou believe thine eyes?” she spoke, the pony's bright and cheerful demeanour belied her dark appearance.

The older pony merely smiled and took the first steps towards the village, descending into town as though riding the rays of the sun themselves.'

As if by magic, the picture on the back wall faded away, being replaced with one matching perfectly with the scene currently being described. The two ponies looked alarmed amidst a crowd of smaller ponies, three of which stood out.

'It wasn't long before the differences between the two ponies and the ponies of the village became apparent. The villagers were almost half the size of the newcomers, and most only possessed either a horn or wings and some possessed neither. But whilst these differences were enough to cause the two ponies to step back, the similarities between them were enough to steel their resolve and extend a hoof in friendship.

The appearance of the two ponies, standing taller than anypony and possessing both wings and a horn, had caused quite a stir in the village. It wasn't long before three older ponies emerged from the crowd.

“Representative of pegasus affairs, Commander Hurricane.” one said. The pony was winged and wore chipped and battered armour that looked merely decorative.

“Representative of unicorn affairs, Princess Platinum.” the next said. This pony had a horn atop her head and wore flowing silken robes.

“Representative of earth pony affairs, Chancellor Puddinghead.” the last said. This pony seemed the least afraid of the newcomers and wore a welcoming smile.

“Thou speakest in thy tongue?” the younger of the two ponies asked.

The utterance caused a murmur to spread across the gathered ponies. Princess Platinum silenced the crowd with a quick swirl of magic from her horn. “You speak in archaic terms, but it is the same tongue, yes. I, at least, can understand you perfectly.”'

In the royal box, Rarity found herself being nudged in the side. Unwillingly tearing her eyes away from the performance, she saw that Pinkie Pie was looking directly at her and wearing a silly grin. “It's us!” she hissed, following it with a giggle.

Rarity could understand the pink pony's meaning, but she merely answered with a humoured smile and turned back. Of course, she was referring to the Hearth's Warming play they had been a part of. The three ponies mentioned; Princess Platinum, Commander Hurricane and Chancellor Puddinghead, along with a few others, were vital in founding what would become modern Equestria under the banner of harmony.

'This must be set some time after that point in history then,' Rarity surmised, 'It was mentioned that the three ponies were older, so that would certainly make sense. Not to mention that they're working together.'

The unicorn was no historian, except when it came to ancient fashions of course, but in scholarly terms, she wasn't very well versed. Everypony knew the Hearth's Warming story, it's told in schools across Equestria, the plays are held in town halls everywhere, there's no escaping it. What happened after that fateful encounter however, Rarity had no idea. 'Twilight would be able to tell me... if she were here of course.' With a sigh, Rarity tried to focus on the performance again, following that train of thought would only lead to a mental derailment.

She was aware that the performance was somewhat fiction, but that didn't mean the actual facts were any less right.

Annoyingly, Rarity came to realise that her introspection had made her miss some of the story. She immediately left the worrisome nest of hornets that was her mind and focused on the performance once more.

'-shocked to learn that the two newcomers had lived for far longer than deemed possible by the simple ponyfolk. Having had no comparison before, the two ponies were equally shocked to learn this as well.

Nopony knew what this meant, nopony except a certain unicorn by the name of Starswirl the Bearded. He had heard stories of ancient beings, older than recorded time itself, eternal ponies who never aged, merely remaining resolute through the ages. These beings possessed both the wings of a pegasus, the horn of a unicorn and the innate nurturing skills of an earth pony. They were known only as the alicorns, but their whereabouts and motives were unknown.

The two ponies, remnants of this ancient race, were looked upon with a new found respect from that point on. They were given positions of power in the village and became advisors in all types of local problems. Neither of the two ponies complained, they had gotten what they wanted, the company of other ponies at harmony with each other. It was like their time in the garden, only this time it was being shared by the smiling faces of others.

After witnessing the everyday lives of the ponies; the pegasus ponies would control the weather, the earth ponies would grow the food and the unicorns would magically bring forth day and night, the two alicorns decided that they should help. They started with the unicorns, they had noticed that it took every unicorn in the village to draw the power necessary to bring forth day and night, the rest of day was used to recuperate from the magic use. One day, the older alicorn asked each unicorn to step down and watch, her horn glowed with a fierce golden light, in no time at all, the sun had fallen behind the horizon. The younger alicorn began to cast her spell, her horn glowing with a dark light and before the unicorns eyes, the moon had taken its place in the sky.

With their daily duty taken care of, the unicorns were free to pursue their own goals, help the others in town and generally live their lives to the fullest.

For the pegasi and the earth ponies, who were content with the jobs that they had taken on, instead, they were merely given advice on how to streamline their efforts and more effectively perform their jobs.

Soon, the two ponies had taken full responsibility for both sun and moon, the earth ponies had become more adept at growing food and the pegasus ponies had become better at controlling and creating the weather. The unicorns however, they didn't know what they could do with the time they now had. Some tried to pursue artistic endeavours, others used their magic to help in the preparation of food or clothes, but one unicorn had dedicated his time to study.

Starswirl the Bearded, already famed for his magical ability, had taken his time to study the very depths of magic, the source of the alicorns power. He became so steeped in magical lore that his very aspect began to change, as his knowledge of the arcane grew, so did his desire for more power.

One fateful day, when his desire for power became too great, he shed his simple form and took on a new mantle, one with power that could rival even that of the alicorns.

His lust for power unquenchable, he became a spirit of pure chaos, one that would shroud the world in discordant rule.

Not even the alicorns had the power to stop him now.'