In Pursuit of Happiness

Chapters

Late for the Party
Twists and Turns
Where the Tracks End
All the Colors of Grey
When it rains...
Something wicked this way comes
I need to have a party
Can't See the Forest for the Trees

Late for the Party

In Pursuit of Happiness.
by
Spice of Life

"Rarity's been gone for two weeks. I know it's been two weeks since I have two cakes. Ohhh, I can't wait to see her again, I hope she gets back soon." Pinkie Pie sat on the soft grass walkway leading up to Carousel Boutique, talking quietly to herself as she looked this way and that, with a smile on her face.

Rarity would be back from Canterlot today and Pinkie Pie was ready. She had decorated the front of the Boutique with balloons and a big banner saying 'Welcome Back Rarity!'. "I wonder if I should go to the train station? She said she was going to try to take a chariot back but maybe she got on a train instead." Pinkie stood up, ready to run to the train station. "But..... if she does come back in a chariot... then I'll miss her." Pinkie danced from one hoof to the other. "Ohhhh, I guess I should stay here. I know Rarity will have to come back to the boutique no matter what." She plopped back down in front of Carousel Boutique then wrapped herself with her forelegs and squealed. "I can't wait to see her again!"

Time passed and eventually Celestia's sun hung high over Ponyville, leaving almost no shadows. Pinkie watched the ponies in Ponyville as they went about their day. "*yaaaaawn* Sooooo booooooored, I hope she gets here soon, I've got all these hugs saved up for her." Pinkie scanned the sky, hoping to catch a glimpse of a chariot flying in from Canterlot. She didn't see a chariot in the cloudless blue sky, but she did see a rainbow contrail soaring across the sky. "I wonder where Dashie is going?" She wanted to follow Rainbow Dash but the thought of missing her beloved white unicorn stopped her from leaping up and chasing the rainbow maned pegasus. "Ooooohhhhhhhhh, when is Rarity gonna get here?"

The sun was starting to disappear on the horizon, soon to be replaced by Luna's moon high in the evening sky. Pinkie lay on her back on the grass in front of Carousel Boutique, her hooves wiggling in the air as she waited. She watched the banner swaying gently in the breeze, several of the balloons had become untied and were lost to the breeze. "Where is Rarity?" She muttered.

"Hey there Pinkie." Pinkie Pie looked in the direction of the call and saw an orange mare with blond tail and mane wearing a Stetson hat trotting towards her. "Rarity still ain't back yet?"

"Hiya Applejack. Nope, I thought she was supposed to be back today but nopony has come to Carousel Boutique all day, maybe I got the day wrong. Maybe she decided to stay longer. I wish I could have gone with her but the Cakes needed me to help them." Pinkie let out a deep sigh.

Applejack sat down next to Pinkie and put her foreleg around her. "Cmon now, Ah'm sure she'll be back before ya know it."

"I hope so, I miss her." Pinkie leaned against Applejack.

"Ah know ya do sugarcube, ah wouldn't have seen you sitting here all day if ya didn't." She noticed two white boxes stacked on top of each other next to the door, she pointed her hoof at them. "What's with the boxes?"

"Oh, those are two cakes for Rarity."

"Ya made her two cakes? Why two?"

"I bake her a cake every week and she missed the cake last week so I have two cakes for her." Pinkie looked up at the sky "I... The sunset, it reminds me of the first time she told me she loved me." Pinkie's breath caught in her throat as she kept watching the last rays of light disappear.

Applejack let her hoof fall from Pinkie's withers and just sat next to the pink mare, watching as the sun disappeared below the horizon. She heard a sniff and could see a tear well up in Pinkie's eye and slowly slide down her cheek.

Applejack could see Pinkie deflate before her, her whole body sagged. Even her mane seemed less bubbly. "C'mon now, it'll all be alright. Maybe she just got held up." Applejack gently patted Pinkie's back. "Have you eaten today? How bout we go git some supper."

Pinkie let Applejack help her up and leaned against her while they walked in silence to Applejack's family's farm, Sweet Apple Acres.

As the two approached the farmhouse. Pinkie began to feel a bit more like herself. She shook her head and started walking beside Applejack instead of leaning on her. Going to a friend's house for dinner was like going to a party, just with less balloons and streamers. And Pinkie did love to party. By the time they reached the door to the house Pinkie decided she had enough walking and was hopping along next to Applejack. Rarity's absence still weighed on her but Applejack was right, she would be back soon.

Applejack was relieved to see Pinkie seeming to go back to her happy self. She had only seen Pinkie with deflated hair briefly once before and it worried her to see it again. When it had happened, Pinkie seemed both angry and sad. What little Rainbow Dash had told her about the incident gave her cause to worry. Something about Pinkie being surrounded by house-hold objects and acting like they were talking. Applejack decided she had best keep an eye on Pinkie till Rarity got back, as they approached the farm house and stepped inside.

Dinner went normal, well, as normal as any dinner with Pinkie Pie could go. All of the sadness that Applejack had seen at the Boutique was gone, replaced by the almost annoying cheerfulness that Pinkie was known for. Rarity's influence on the pink pony was obvious; she only danced on the table once and when she juggled the plates she managed to catch all of them.

Pinkie and Applejack walked out of the farm house after Pinkie said her good-nights to the rest of Applejack's family. "Want me ta walk you home Pinkie?" Applejack asked as they approached the fence next to the road that lead away from the farm.

Pinkie seemed to deflate slightly and the effervescent mood she had been in moments before sobered. "Thanks Applejack, but I want to check the boutique again. Maybe she got back while we were eating." Just moments ago her voice was full spirits, but now the cheer bled out of it and it took a much more melancholy tone.

The two mares stopped at the gates of Sweet Apple Acres. "Want me ta come with ya?"

Pinkie shook her head. "That's okay. Thanks though, goodnight Applejack." Pinkie started trotting along the road towards Rarity's boutique.

"Alright then, g'night Pinkie Pie. Ah'll be here if ya need me." She called out after the pink pony. Applejack was still tempted to follow her but she wasn't sure if Pinkie would be more annoyed by that or not. She sighed and turned back to the farm house. Hopefully Rarity had arrived back home while they were busy with supper.

Pinkie Pie arrived at the doorway of Carousel Boutique. The whole building was dark. In the moonlight she could see that one side of the banner had come undone and it hung to the side of the door. She sat in front of the doorway and read the banner. 'Welcome home Rarity!' it read. She had decorated it to one side with her cutie mark; three balloons. The other side had three diamonds, Rarity's cutie mark. She looked at the banner for a long time, watching as the nighttime breeze lightly rustled it. She felt empty inside, like part of her was missing. She knew exactly what part. She wished she had been paying more attention to what Rarity had told her about her trip. All she had heard was that Rarity had gone to Canterlot to display some of the dresses she had made, including one that Pinkie had helped with.

Pinkie Pie stood up and took the fallen end of the banner in her hoof then got on her hind legs and reached up, attaching the banner back above Rarity's door. "Rarity will be back tomorrow, I just know it." she tried to tell herself but she was having a hard time finding the smile inside her. She sighed again and curled up against the door of the boutique. She watched the night for a long time before her eyelids slowly closed and she drifted off into a troubled sleep.

By the time the first rays of Celestia's morning sun reached her bedroom window, Applejack had already finished her breakfast and was heading to the apple orchard to start the days bucking. The sun rose in the sky as she continued to work, going from tree to tree, rearing up on her forelegs and slamming her powerful hind legs into the tree, expertly knocking down all the apples into the buckets she had placed around the trunk. Then her brother, Big Macintosh, would come around and collect the buckets and dump the apples out into carts that he could pull back to the house.

Applejack was on the hill at the east end of the orchard. From up here she could see most of Ponyville. She noticed the top of Carousel Boutique in the distance.

"Ah wonder if Rarity has come back yet?" She asked herself as she reared up on her hind legs to get a better view. She sighed as she saw a pink mound in front of the boutique. "Ah, guess not." She put all four hooves back on the ground as she heard movement on the grass behind her.

"What's going on AJ?" Big Mac asked as he trotted up behind her.

"Looks like Pinkie is still waiting fer Rarity. Ah wonder if she even went home last night?" Applejack gave the tree beside her a quick buck, causing the apples in the tree's branches to fall into the surrounding buckets. "Can ya finish up here? Ah wanna go check on her."

"Sure, isn't much left to do today, take your time."

"Thanks Big Mac, Ah'll see ya later." She called out as she galloped to Rarity's Boutique.

Pinkie was curled up in a ball, not asleep but not really awake either. Her doubts and fears about her relationship kept bubbling up in her mind. Had she done something wrong? Was it her fault that Rarity wasn't back yet? Did Rarity still love her? Her mind began to replay all the times Rarity had been frustrated or annoyed with her.

"Pinkie! That's going to stain."

"Wahahaaaaa, what happened to my kitchen!?"

"PINKIEEEEEE, you don't put bubble bath in a sauna."

"You made a tent out of my good fabric!?"

"Pinkieeeeee, you were supposed to secure the rope!"

"Please leave."

That last thought sent feelings of regret and fear straight to the pit of Pinkie's stomach. Maybe Rarity didn't love her after all. Maybe they were just too different ponies. Maybe she found a pony who is a better fit for her in Canterlot. Curling up into a tight ball. She knew that after each time Rarity got mad at her that they had made up and Pinkie had learned from each one and in the end they each seemed to make their relationship stronger. Her head knew that Rarity loved her but her heart kept telling her that Rarity was gone and she wouldn't be coming back.

'Hey kid.'

Pinkie opened her eye, she thought she could see a grey stallion standing next to the stoop. "Rocky?" She said and blinked a few times.

"Howdy there sugar-cube, Rarity ever come home?"

Pinkie Pie shook her head, she didn't see the grey stallion anymore, just a pile of three large rocks next to the grass walkway where he had been. But she heard something that sounded like Applejack also. She reached up and rubbed her ear with her hoof as she stared at the rocks. "Rocky?... or are you Applejack?"

Pinkie reached out to poke the pile of rocks but before she could she heard a pony clearing her throat. "Err Pinkie, are ya alright?"

Pinkie glared at the rocks, that was Applejack's voice, and it wasn't coming from the rocks, which meant that Applejack was here. Finally Pinkie lifted her mane that covered her right eye and saw Applejack standing there with a concerned expression.

AJ watched as Pinkie leapt up. "Oh, Hiya Applejack." The pink pony called out as she got up on her hooves. Her hair poofed up instead of hanging straight down and some of her pinkness seemed to come back despite her sad expression. "No, no sign of Rarity." She hung her head and dragged her hoof across the grass.

Applejack sat next to the pink pony and put her leg around Pinkie's withers. "Don't ya worry none, Ah'm sure she'll be back soon, probably just got held up."

"I hope so." She leaned against Applejack and sighed. "I haven't even gotten any letters from her, she said she would write."

"Ah'm sure she just got distracted, ya know what those Canterlot ponies are like." said Applejack as she waved a hoof in a dismissive gesture.

Pinkie looked at Applejack with a curious expression. "No, what are those Canterlot ponies like?"

"Uhhh err, ya know." Applejack looked blank. "They are all high and mighty and don't like to get their hooves dirty."

"Ohhhhh, you mean how they don't like to party, but I don't see what that has to do with Rarity. She doesn't mind getting her hooves dirty." Pinkie sat back and started to gesture with her front legs. "In fact there is this one thing she does with her hoof when we *mpphhh*"

Applejack covered Pinkies mouth with her hoof. "Ah don't need to hear bout' that kinda thing." She looked up at the sky. "Anyway, looks like its past noon, have ya had lunch yet?"

"No, I don't want to miss Rarity if she gets back while I'm gone."

Applejack sighed "Ya've been here since last night haven't ya."

Pinkie only nodded.

"Alright, well ah'll go get ya some lunch." Pinkie nodded again at this and Applejack galloped back to the farm.

Pinkie lay back down on the grass to wait for Applejack. She didn't have to wait long. Applejack soon returned with a bucket of apples for them to share. After she finished eating Applejack sat down beside her and waited out the rest of the day by her side.

For the next few days the events repeated themselves. Applejack would have Pinkie over for dinner and the pink pony would go back to Carousel Boutique and sleep on the grass in front of the door, waiting for Rarity. Each day Applejack would finish her work at the farm early so she could go keep Pinkie company and everyday Pinkie would become more and more depressed from the lack of news about Rarity. As the days passed, more random objects would appear surrounding the entrance to the boutique. The pile of rocks was always stacked up neatly despite Applejack making a point of knocking them over. On the second day a bag of flour showed up, on the third day a bucket of turnips and on the fourth a large ball of lint appeared.

On the fifth day Applejack headed for Carousel Boutique as she had for the last few days. She trotted down the path hoping that Rarity had shown up that night but sure she hadn't, she hated to see Pinkie so depressed but she wasn't sure what she could do. Maybe she should ask Twilight about this, she might have a book about this sorta thing.

As Applejack approached Carousel Boutique she could hear voices. One of the voices sounded like Pinkie Pie, the others sounded similar but different from Pinkie. She slowed to a trot as she approached. She could see Pinkie laying on the grass as usual, her mane hanging limply, covering the side of her face, preventing Applejack from seeing her expression. She heard Pinkie's voice. "But, she said she'd be back."

Applejack watched as Pinkie reached out to the rock pile and wiggled it around. "Nah kid, she ain't comin back, she's left ya for some fancy shmancy Canterlot pony."

Then Pinkie moved her hoof to the ball of lint and started moving it around. "I agree, she has completely abandoned you, she must have found a pony who throws better parties for her there."

"I don't think she would do that, she's just been held up, she will be back." Pinkie said then reached out to the rock pile again.

"She was just messing with ya kid, you know she don't care about ya."

"That... thats not true." Pinkie said as she shuddered.

Applejack decided she had seen enough and stepped forward. "Heya Pinkie, how are ya doing today?"

Usually Pinkie would regain some of her happy carefree self when Applejack showed up but today her mane and tail continued to hang limp. She lifted her hoof up to push back her mane so she could look at Applejack. "Hi Applejack, my friends say Rarity isn't coming back."

"Err, yeeeeahhh, uhh, how about we go see Twilight, maybe she can help with that." Applejack said as she shuffled uncomfortably.

"I'm not going anywhere, my friends know wha-" a mailbag landed right next to Pinkie, interrupting her and knocking over the bucket filled with turnips.

"My bad." A grey pegasus with a bubble cutiemark said as she landed and picked up the mail saddle bags. "Somepony decided it would be funny to grease the straps on this thing." She reached her muzzle into the bag and pulled out a letter, she was about to slide it into the slot when Pinkie grabbed it from her.

"HEY, that letter's for Rarity." The grey mare looked like she was about to grab it back when Applejack intervened.

"It's alright Ditzy Doo, Pinkie is Rarity's special somepony. Ah don't think she'd mind."

Ditzy Doo frowned and looked from Applejack to Pinkie. "Well, just make sure Rarity gets it." She said before she spread her wings and flew away to finish her deliveries.

Applejack looked back at Pinkie as she tore open the letter. "Well, what's it say?"

"It's from Hoity Toity. That big wig fashion pony from Canterlot." Pinkie held out the letter as she read. "Dear Miss Rarity, I immensely enjoyed getting to see your new designs and the whole fashion community was impressed by your work. I do so look forward to your visiting again and you simply must tell me how that little excursion with those rather brutish ponies went. Frankly I doubted they know how to put on a suit let alone have use for such a skilled fashionista as yourself. Next time you are in Canterlot I hope you shall call upon me. Yours, Hoity Toity."

"Well shoot, that don't tell us much." Applejack said as she shook her head.

Pinkie Pie just stared at the letter. Suddenly she leapt up and squealed. "OHHHHHHHHH she DOES love me!" Her hair pomfed back up and her coat regained all of its pinkness. She leapt forward and grabbed Applejack's front hooves and danced around with the orange pony before spinning her away.

Applejack regained her footing and put her hat back on her head. "Err, ah'm glad you're feeling better sugarcube, but ah don't see how that says she loves ya."

"Because." Pinkie pointed at the letter. "Hoity Toity would have known if she wasn't coming back. She never would abandon fashion, I mean, I know she wouldn't abandon me either but not every relationship works out so you can't expect two ponies to be together unless they both really mean it. But but fashion is her passion, it's like her whole reason for living." Pinkie's chest moved in and out as she grinned excitedly at Applejack.

"So, what do we do now? Ya wanna just wait here more for her to get back?"

Pinkie Pie rolled her eyes. "We go find her, duh. The letter said she went somewhere with some ponies who didn't look like they were into fashion so we go to Canterlot and talk to Hoity Toity and find out who they are and where they went." With that, Pinkie Pie grabbed Applejack, tossed the orange pony onto her back and galloped away from Carousel Boutique, knocking over the stack of rocks as she went.

"Ohhh, almost forgot." Pinkie ran back to the boutique and grabbed the string that tied the two white boxes containing the cakes together and tossed them onto her back next to Applejack. "Rarity is going to love these." Pinkie turned and raced to Sugarcube Corner at a speed that would make Rainbow Dash jealous.

"But... but Pinkie, where are we going now?" Applejack cried as she was carried by the suddenly-full-of life-pony.

"First we gotta go to Sugarcube Corner to get my hot air balloon, then we go to Canterlot to find out where they went, then we go find Rarity and then we come back here." Pinkie said as she raced through Ponyville, only stopping once they reached the shop where Pinkie Pie worked and lived. It looked like a normal house, aside from its roof, which resembled a ginger bread houses roof, complete with white frosting around the sides and two large cupcakes stacked one on the other on top. She dumped Applejack off her back and raced inside.

Applejack was stunned. Just a moment ago she had seen Pinkie talking to herself in the depths of depression but now the pink pony was totally back to being Pinkie Pie and suddenly they were both going to Canterlot. She had to tell Big Mac. She was about to get up and run back to Sweet Apple Acres when Pinkie bucked the door open again, pulling her hot air balloon behind her in her teeth.

"Ah should really tell Big Mac ah'll be gone for a bit," she said as she backed away from Pinkie.

Pinkie Pie ran forwards and grabbed her. "There's no time!" She yelled as she ran back to the balloon and stepped on a button that was laying beside the basket. A huge flame erupted from the burners, filling the balloon up almost instantly.

"Shouldn't we at least get Twilight or Rainbow Dash to come help?"

"We are on a mission from Celestia and there's no time to lose." Pinkie tossed Applejack into the basket followed by the boxes of cake and finally the pink pony leapt into the basket. She propped herself up on the side of the basket and pulled a string attached to the burner causing the balloon to lift off the ground. Looking down Pinkie could see a purple unicorn with a small dragon walking beneath them in the Ponyville market. "Oh, hey, theres Twilight."

"HEYTWILIGHT, MEANDAPPLEJACKAREGOINGTOCANTERLOTTORESCUERARITY, TELLBIGMACTHATAPPLEJACKWILLBEGONEAFEWDAYS, WE'LLSEEYOUSOONBYEEEEEEEEEEE." Pinkie sat back down in the basket. "Whew, well that takes care of that. Now everypony will know where we're going."

Twilight Sparkle watched as the hot air balloon floated off into the distance. "Spike, was that Pinkie Pie yelling at us?"

"Uhh yeah, I think so, Twilight. What do you think she just said?"

"I think she said she was going to Canterlot, it looked like Applejack was with her too. I wonder if it was important."

"Naaah, if it was important she would have told us."

"Hmm I guess you're right." And with that Twilght Sparkle and Spike went back to their shopping.

Author's Note

Glad I got this posted before the Wonderbolts Academy episode. This chapter close enough to the side story, that if I hadn't then I probably never would have posted this.

Twists and Turns

The balloon ride to Canterlot was oddly uneventful despite the fact, or maybe because, Pinkie Pie spent the entire flight standing on the edge of the basket with her forehooves wrapped around the suspension cables. For awhile Applejack was worried Pinkie would fall, but she seemed to have the matter firmly in hoof. Applejack decided she would safely stay in the basket next to the two white boxes that contained the special cakes Pinkie had baked for Rarity.

The basket creaked as they floated high above the gently rolling hills. Small groups of puffy white clouds hung in the air as a flock of birds flew by. Pinkie Pie didn't notice, she was busy watching Canterlot get closer. "I'm coming Rarity, nothing is gonna get in my way. OHLOOKBIRDIES!" Pinkie Pie waved to the birds as they flew by. "HI BIRDIES!" She called out and almost lost her hoof hold on the cable before she grabbed it again and giggled. "That was almost bad."

Pinkie grabbed a cord hanging down from the balloon and the gleaming white towers of Canterlot rose around them as the balloon descended. Ponies who had been going about their day stopped to watch as the light purple balloon landed in a small square in the middle of the intersection for hoof traffic.

Pinkie scanned her surroundings quickly. None of the ponies walking around the intersection were Hoity Toity. She took a closer look at the shops that lined the street. They all looked very similar, almost all of them were white with gold trimmed windows and purple roofs. She giggled to herself. "These buildings look like Rarity although she doesn't wear gold much and she is much prettier." The pink pony hopped out of the basket of the hot air balloon and landed on the soft green grass. "C'mon Applejack."

Applejack stood up with her front hooves on the side of the basket. "Y'all sure it's a good idea to just leave the balloon and the cake boxes here? What if the guards think it's been abandoned?"

"Oh, that's good thinking, I'll leave a note." Pinkie reached behind her and frowned at her hoof when it came back empty. "I'll go borrow some paper and a quill." She ran off to a nearby shop, leaving Applejack standing on the side of the basket.

Applejack started to feel self conscious when she looked around the square and it seemed like everypony was staring at her. She was about to duck back into the basket when the pink pony burst out of a shop door and ran to the balloon. She stuck a piece of paper to the side of the basket and wrote 'Pinkie's balloon, be back soon.' on the paper. "Almost forgot." She said to herself as she reached to the side of the basket and grabbed a rope with a spike on the end. She hammered it into the ground with her hoof. "Don't want you getting away again, silly balloon. Ok, c'mon Applejack, let's go," she said as she trotted off down the road, followed closely by an embarrassed orange earth pony.

The two earth ponies trotted down the street, attracting the occasional glance from one of the many unicorns who lived in Canterlot. Applejack leaned close to Pinkie and softly said. "So, y'all know where we're headin?"

The pink pony smiled. "Mhm, Hoity Toity's letter had a return address of 540 Boardtrot Lane. We just gotta find it then we talk to Hoity Toity then we find Rarity. It's gonna be easy peasy."

Around them the shops seemed to stretch on endlessly. Applejack glanced around, looking for some indication of their location. She spotted a sign at the end of the street. "It looks like we're on Lamare Avenue, ya know where Boardtrot is from here?" Pinkie Pie stopped and stood statue still in the middle of the street. "Uhh, Pinkie? Ya ok?" Applejack asked as she poked Pinkie in the ribs.

Pinkie suddenly became animated again and hopped up and down as she gave a frustrated grunt. "Arrrhh We need to ask somepony where the street is." Or, that's what Applejack would have heard if Pinkie hadn't raced into a shop while saying it. Instead Applejack only heard "We need to as...."

"What was that Pin..." She looked around but saw no sign of the pink pony anywhere. "Kie... Now where did that darn pony get to."

As if on cue the pink pony galloped out of a nearby shop with a big hat on its sign. "Ok, we keep going along Lamare then we turn right onto Fleethoove Way, then another right onto Trotsdale and that should lead us to Uppercrust Blvd and eventually we will find Boardtrot on the left." She gave a huge grin. "C'mon, we've got no time to lose." Pinkie started trotting down the road. Applejack cantered up beside her and the two ponies made their way thought the big city.

After a couple of turns Applejack was feeling lost. "Ah don't see how anypony can find their way through this place." Applejack looked this way and that, only seeing rows and rows of white shops with purple roofs. "Everything looks the same."

"Hehehehehe silly Applejack, all the shops might be white but they look nothing alike. See, that shop has a sign with a fancy tophat on it, ohh Rarity might like to look around that shop, and this shop..." Pinkie pointed at the shop next to the one with the tophat sign. "This shop has a sign with a cupcake on it, plus the windows and roof are totally different."

"If yew say so Pinkie, Ah reckon Ah'll just let ya lead tha way."

As the two ponies meandered through the streets of Canterlot, the small shops gave way to increasingly opulent townhouses which lined the streets as thickly as the shops previously had.

"These buildings still all look alike," Applejack mumbled just before she saw Pinkie Pie perk up.
"Oohoohoohooh, there it is!" Pinkie hopped up and down, pointing at a fancy house that looked, to Applejack like all the others, until she noticed the 540 next to the massive double doors at the front of the house. Before Applejack could react, Pinkie was galloping up to the front doors. She quickly galloped after the pink pony and arrived just as Pinkie banged her hoof on the solid oak door three times.

The two didn't have to wait long before the large double doors opened and they were greeted by a grass-green coated pony wearing a black suit and bow tie. "EEE-Yeeeeeeessssss?"

"Are ya some kinda butler?"

"EEE-Noooooooooo, I just thought it would be fun to wear this tuxedo and answer doors."

"Hahahahehehehe *snort* ohhhh I like him." Pinkie said to Applejack and poked her side. "I'm Pinkie Pie and this is Applejack, we're looking for Hoity Toity," she said with a smile.

Before the butler could respond a grey, effete stallion with silver hair, wearing a lapel around his neck and large purple sunglasses appeared behind him. "Neihlson, who is responsible for this banging on my door?" He said as he looked over the two ponies at his door.

"EEE-Weeeellllll the pink one says she is Pinkie Pieee and the rustic one calls herself Apple Jack."

"Now wait just a cotton pickin minute, who ya calling rustic, ya rude crude colt."

"I'm sorry, I must have been mistaken, surely a pony with such a... utilitarian hat would have to be some kind of trend setter."

Applejack held her hoof out. "Okay then, apology accepted."

The butler just looked at her slack jawed till she put her hoof down, then he turned to Hoity Toity. "I do believe I've missed something here."

Hoity Toity seemed to roll his eyes, but neither mare could tell because they were hidden behind his glasses. "Be that as it may, it still does not explain why you two are knocking at my door... although you do both look familiar and I swear I've heard the name Pinkie Pie recently." He tapped his chin with his hoof.

Pinkie piped up. "Well we came here looking for Rar..." Only to be cut off by Hoity Toity.

"Eureka! That's where I know your name from. Miss Rarity was absolutely gushing about her special somepony." Hoity Toity poked his head out of the door and gave Pinkie Pie a quick head to hoof examination. "Well, I frankly don't see what..." He stopped and looked closer at the pink pony who shuffled nervously under his intense stare. "Hmmm, well there is certainly some untapped potential here but... Well, never mind, Miss Rarity must have her reasons. So what brings you two lovely mares to my door?"

"Well, we got a letter from you, well it wasn't really for us, it was for Rarity but Rarity still isn't back home yet and your letter said something about some 'rather brutish ponies' that needed her help so we came here to find you so you could tell us who those brutish ponies were and where Rarity went, then we could go find her and bring her back." Pinkie grinned as she finished and caught her breath.

The two stallions looked at each other and the butler was the first to speak. "EEE-Weeell between the two of them the pink one certainly makes the most sense."

Hoity Toity just frowned. "You mean she never came back? She left with those ponies over a week ago... Wait, you mean you also had no idea about her leaving with those brutish ponies? But I sent a letter she wrote for you the very day she left, I specifically remember putting it on my in table and..." He turned around and noticed a white letter laying on the table inside his front hall. "Oh dear, well I intended to send it. Neihlson, why did you not inform me that I had not sent the correspondence Miss Rarity requested of me?"

"Eeeee-Well I don't know, what do you think I am, some kind of butler?"

Hoity Toity turned and trotted down the hall to the table, picked up the letter in his mouth and gave it to Pinkie. "I am afraid it is a bit late but here is Miss Rarity's correspondence."

Without a second's hesitation Pinkie ripped open the letter and began to read silently. The three ponies watched as the pink pony gasped, then giggled, then laughed, then gasped again, then fainted but not really, then jumped to her hooves and finally smiled and squealed.

Applejack and the two stallions looked at each other then back to Pinkie. "Well, what's it say sugarcube?"

"Oh, heeheeheehee. Well, she says she loves me *squeeee* and that she would be back no more than three days later than she thought..." Pinkie frowned. "Which means she should have been back at least two days ago." She held the letter in her hooves and looked worried. "Something DID happen to her!"

"Well, does it say where she went?" Applejack asked as she moved up beside Pinkie.

"She took the airship to go make a dress for somepony named Lady Amethyst." The pink pony looked to Hoity Toity. "Do you know who that is?"

Hoity Toity raised an eyebrow and looked at her. "Are you sure you're Miss Rarity's special somepony?" He sighed and muttered under his breath, "I never thought Rarity would end up with somepony who knew so little of the fashion world." He picked up a magazine that had been sitting on the table next to the letter and showed it to the two mares. On the cover was a smiling violet pegasus with pure white hair that had a black streak down one side. She was wearing an emerald covered dress so stunning that even Applejack had to admit she wouldn't mind wearing it. "She is the duchess of Prancington and the most fashionable pegasus in all of Equestria. No wonder lady Rarity refused to tell me where she was off to. Being called upon by Lady Amethyst is such a magnificent honor..." He trailed off as he dreamily looked into the sky.

Applejack cleared her throat. "Well that's all fine and dandy but ain't Prancington pretty far away? How are we gonna get there ta find Rarity?"

The butler eyed Hoity Toity as the fashionable pony was still lost in this own fashionable world. "Eeee-well, the airship won't return for another week but I'm sure Hoity wouldn't mind you both taking his bed while you wait. He will most likely be standing here for the next houuur or so. Perhaps we should prop him against the wall so he doesn't get in the way."

Pinkie Pie wasn't listening. She hopped up to Hoity Toity and looked at him. She slowly moved her muzzle forward until it was less than an inch from his.

"Err Pinkie, what are ya do.."

Suddenly Pinkie head butted him. Applejack and the butler looked on with horrified expressions on their faces as Hoity Toity stumbled and fell on his rump. "Wha... what just happened?" He said as he struggled to his hooves.

Without missing a beat Pinkie Replied "A low flying bird hit you," she smiled at him like nothing was wrong. "So how are we supposed to get to Prancington without the airship?"

The butler leaned over to Applejack and whispered "Remind me to never day dream around her."

"err yeah..." Applejack replied.

Hoity Toity finally managed to stand. He held his hoof to his forehead, rubbing the bump that Pinkie had left as he wobbled unsteadily. "A train... there's a train that will take you to Backwoods Glenn, it is about half way there." He leaned against the door way. "I'm going to have to do something about those birds." He shook his head. "You should be able to find a carriage or chariot or something to take you the rest of the way from there. I believe I shall retire now, at least until the world stops spinning." He said as he turned and stumbled back into the apartment.

"Weeellllll, okaaaay." The butler turned back to them and gave Pinkie an odd look. "You know where to go now, so unless you feel like finishing off Hoity's concussion, I shall bid you mares, a good-day." And with that he shut the door, leaving the two mares standing on the door step.

Pinkie turned and started hopping back to the street "Cmon Applejack, let's go get the balloon and get to the train station."

Applejack galloped to catch up with Pinkie and fell into a canter beside her. "Y'all sure going to Prancington is a good idea? Comin' to Canterlot was one thing but this will take days. Ya didn't even give me any chance to pack and is Gummy gonna be ok on his own?"

"Oh Gummy will be fine, the Cakes will watch over him while I'm gone and we have everything we need in the balloon." Pinkie said as she happily hopped along the road.

"But ah..." Applejack sighed, it was obvious she wasn't going to be able to talk Pinkie into going back to Ponyville. She trotted in silence next to the pink pony. The trip back to the balloon went by quickly and before she knew it they were back at the square where the balloon still sat. Pinkie Pie hopped into the basket and pulled on a cable that caused the balloon to rapidly collapse. She hopped out of the basket and started stuffing the deflating fabric into it till it sat nice and neat in the basket just on top of the boxes of cake.

"Ok, that should do it, let's go to the train station." Pinkie said as she started pushing the basket down the road, oblivious to the curious stares of onlookers. Applejack joined Pinkie in pushing the basket down the road. If she was going to get looks from all these fancy ponies then she was at least going to do something to earn those looks.

As they left the walled portion of Canterlot and approached the train station, the buildings around the street became more spread out and the shops and apartments were replaced by warehouses. The fancy upper class ponies who had been wandering the streets had long since vanished and the two mares were now surrounded by working class ponies that went about their days.

"Look, there it is." Pinkie called as she looked around the side of the basket and saw the train station. The long violet building had large arching windows at the front around the ticket booth. In front of the train station was something new, it was pink with heart shaped windows and had cars like the normal train did but it had a much sleeker appearance to it. It was like a tube that's front tapered down to the tracks, giving it a very streamlined appearance. "Ohhhhh, is that a new train? It looks fast. I don't see any places for ponies to pull it, it must be magic, how much magic power do you think it has?"

"Got me, ah ain't the pony to ask bout that." Applejack said, just happy to finally be at the train station. The sooner they found Rarity the sooner she could get back to Sweet Apple Acres.

Pinkie Pie zipped to the ticket booth, leaving Applejack to push the basket the rest of the way herself. The bored-looking ticket master jumped as the pink pony appeared before him suddenly. "Hiya, we need two tickets, well two tickets and something for my balloon, to get to Backwoods Glenn."

She waited as the ticket master caught his breath till he finally recovered and looked at her. "Err that'll be thirty bits." He said as he watched a large basket move up beside the pink pony who had suddenly occupied his vision.

Pinkie gasped. "THIRTY BITS! That's highway, I mean uhh trainway robbery!"

"Well you need space for that, err balloon, and the only train going to Backwoods Glenn for the next two days is the new express train."

Pinkie eyed the light green stallion in the booth. "What makes it so express?"

"Normally it would take three days to get to Backwoods Glenn."

"Three days!?" Applejack whimpered from behind the basket.

"But on the express, you will be there tomorrow."

"Well, tomorrow is much faster than three days from now, well I guess five days since the next train isn't for two more days. You win this round." Pinkie turned around and dove head first into the basket. The whole thing rocked as she rummaged around inside before she finally sprang out of it carrying a small coin purse. She landed next to Applejack and leaned over to her. "Psssssssst, hey Applejack, do you have any bits on you? I've only got twenty-two bits."

"If it's so much why don't we just take yer balloon there?"

"The train is sooo much faster, cmoooooon pleeeeeeeese." Pinkie shot Applejack with her biggest puppy dog eyes.

Applejack shook her head and groaned. "Fine, ah wish ya let me get mah stuff from Sweet Apple Acres before we came here." She took off her hat and reached her hoof into it, extracting eight bits. "Thats mah emergency stash so ya better pay me back when we get back to Ponyville."

"Okie Dokie Loki." Pinkie took the bits and tossed them on the counter along with all the bits in her purse. "There ya go, thirty bits for two tickets and whatever we need for the balloon."

The ticket master took the bits and pulled a switch behind him making two tickets pop out. He ripped them off and gave them to Pinkie then he rang a bell next to him. A large white earth pony mare with a long dark blue mane and tail cantered up to the window. She appeared to be as big as Applejack's brother, Big Mac.

"Hey Thistle, when the train is ready to be loaded I need you to load up this basket for these two mares." She nodded and motioned with her hoof for to the two mares to follow her then she pressed her nose under the corner of the basket and with a quick flick of her head, tossed it up into the air letting it land on her back. Once it was in place she slowly started to walk to the train.

Pinkie and Applejack trotted after her "Whoo -wee, Ah didn't think they made em this big here in Canterlot." Applejack said as she eyed the huge white mare.

"I am not from Canterlot," she said in a thick accent that neither pony could place. "I came here from Ponyvskov, it is a city far to the north," she said without facing them. Her tongue rolled around the words as if it was still uncomfortable with the pronunciation.

"Are all the ponies there as big as you are?" Pinkie asked while she hopped next to the white mare.

"Nyeht, I vas the largest mare in the city."

"What brought ya to Canterlot?"

Thistle grunted and closed her eyes. "I vanted to be where the sun shone longer."

"Ya mean closer to Princess Celestia?"

"No... yes but not in that vay, in the north it is cold and night lasts for months, I got tired of vaiting for the sun to come up so I came to the sun."

"A place where night lasts awhile. Ah'll bet Princess Luna likes it there."

"I do not think she has ever seen it. It did not always have nights that lasted months at a time. I used to hear stories of how it vas long ago, where the days and nights vere equal. Now it is just cold and dark." The white mare arched her back and the basket bounced off her back and landed on the platform.

"I know how you feel, I grew up on a rock farm, with no smiling and no happiness. So I know just what you need sister, you need a Party!" Pinkie hopped up and raised her front legs then frowned. "Arrrgh. You still need a party but I can't give you one right now, I'll give you one when I get back with Rarity."

Thistle gave her a suspicious look. "Vhy vould you throw me a party?"

"Duh, because everypony likes a party and its just the thing to help you forget about all the dark and cold of Ponyvskov." Pinkie said as she hopped up and down, grinning at the large white mare.

"A party vould be nice, but I still do not understand why you vould throw a party for a pony you just met."

"Because everypony is my friend and I LOOOOOVE to see my friends smile," she said as she hopped around Thistle.

The big white pony was at a loss for words as she stared at the strange pink bundle of energy. "T... Thank you, I shall look forward to it then, it vould be nice to do something fun besides vork."

A loud clang startled the two Ponyville mares. They watched as all the cars except for the first four passenger ones were unhooked from the train.

"The train vill be ready to leave soon, they just need to attach the cargo cars." Thistle explained.

"Ain't this a passanger train?"

"It vill be once the track is finished, for now, it is used mostly to move supplies to Backwoods Glenn. Once the track is finished, a pony shall be able to ride from Canterlot to Prancington in two days."

"Ohhhhhh thats fast."

"Yes, so vhy are you ponies going to Backwoods Glenn? Most ponies I see who go there are labor ponies. You do not look as they do." She examined them. "The orange one does look as a labor pony vould, but you do not," she finished as she looked at Pinkie.

Applejack puffed out her chest. "Nice to see somepony who recognizes a good hardworkin' pony when she sees one."

Pinkie giggled at Applejack's comment then replied to Thistle. "Well my special somepony, Rarity, went to Prancington but she was supposed to be back days ago so we're gonna go to Prancington to get her."

"Vell, I hope you find your special somepony, but now I must go. They vill need me to help attach the cargo cars, you may leave the basket here, I shall load it once the cargo cars are hitched up. I shall look forward to the party vhen you return." She said as a small smile across her lips.

Pinkie just stood there and beamed. "Ha, I knew I would get a smile from you, I just wish I could throw you that party now instead of having to wait for it, I hate waiting for a party it feels like it takes foooorever. OH heheheheh, I almost forgot, my name is Pinkie Pie and this is Applejack, well my full name is Pinkamena Diane Pie but all my friends just call me Pinkie Pie."

"You may call me Thistle Berry." Thistle said as her smile grew. "It is good to meet you both, I vish you both good fortune on your journey." Pinkie could see a happy spring in her step as Thistle trotted to a group of work ponies who had just finished unhooking the cars.

"Heeheeheehee, what a nice pony, I can't wait to throw her a 'Welcome to Canterlot' party when we get back with Rarity." Pinkie said as she trotted into a passenger car, followed closely by Applejack.

There were a few ponies who looked like they would be staying in Backwoods Glenn and one or two that might be headed for Prancington. Most of the passengers looked like worker ponies, probably going to help with the construction of the rail line, thought Applejack. They quickly found their cabin and each took a seat as they waited for the train to leave the station. They could feel the train shaking and loud clanging as the cargo cars were attached.

Pinkie Pie stood on her hind legs and looked out of the window. "Oh oh, there she is." She waved her front leg at the white pony they had just met, who trotted up to the window and waved back at them smiling. "I feel bad for her."

Applejack waved at Thistle. "How come?"

"I don't think she has any friends yet in Canterlot, did you see how happy she is now compared to how she was before we talked to her. Everypony needs friends." The pink pony said as the train jerked and started to pull away from the station. Their new friend stood on the platform and waved at them till she was just a white dot on the horizon.

Author's Note

Wow, this only ended up being two thousand more words than I thought, and only ended up with two more characters than I was expecting. Take that planning ahead.

The butler is based on Frank Nelson. Check it out. http://www.youtube.com/watch?v=nsKOaKG_V6M

Where the Tracks End

Pinkie stood at the window of the cabin, watching the terrain zip past. "The ticket master was right, this is a really fast train."

Applejack was content to lay on her bunk. She could see the hills speed by just fine from it. She tried to lose herself in the rolling hills, if only to keep her mind off worrying about the farm and leaving Big Mac to take care of it alone. She sighed, watching the hills zip by wasn't helping as much as she had hoped. "Ah sure hope Twi told Big Mac we were gonna be gone."

"Oh, I'm sure she, oh look a carriage, oh, it's gone now, I'm sure she did." Pinkie said as she hopped up and down at the window.

Silence filled the compartment again. Pinkie kept staring out the window. She watched the sun lazily drift though the sky, slowly making its way to the horizon as the plains rushed by. She smiled and whispered to herself "Soon Rarity, soon we will be together again."

"Can we talk 'bout something?" Applejack asked as her worries about leaving the farm without warning started to get the best of her. "It's too quiet."

Pinkie looked back at the orange pony. "Sure AJ, what do you want to talk about? OH we could talk about chimmy cherries, or was it cherry chongas." She rubbed her hoof over her chin as she continued standing at the window. "Or maybe it was kumquat chonga."

Applejack groaned. If she was going to stay sane she was going to have to take charge of this conversation. "What was with those things ya were talkin' to outside of Carousel Boutique just before ya got..." She stopped as she saw Pinkie's smile drop into a frown and her hair slightly deflated. Not quite as much as it had been when she was waiting at the boutique, but enough to know that something wasn't right. "Uhh, ya don't have to tell me 'bout it if ya don't want ta," she said, trying to backpedal from whatever was upsetting the pink pony.

Pinkie shook her head and let her front hooves fall back to the floor. She laid down on the seat across from Applejack and sighed. "It's ok AJ, I'm sorry you saw that, but I'll tell you about it. After all, you're helping me find Rarity and I did kinda force you into it without asking. Do you remember the story about how I got my cutie mark?"

Applejack nodded "Yep, ya saw the rainbow from Rainbow Dash's first sonic rainboom and decided ta spread joy and ya threw a party for yer family and got yer cutie mark fer it. Uhh, right?"

Pinkie giggled. "You did remember." Her hair poofed up a bit, making her look more like the normal Pinkie, but she was still visibly upset. "Well that isn't quite how it really happened. I diiid get my cutie mark for throwing my first party but I actually got it after I finished setting up the party, not when my family came." She shifted her legs under her. "My sisters were excited about the party, but my parents weren't. They said it was frivolous. They said parties would only get in the way of work. They wouldn't even let my sisters join my parties. I kept trying to have parties but they would never join them and even my sisters started to say they were 'wastes of time' so I made my own friends that would come to my parties. Rocky, Sir Lintsalot, Mr. Turnip and Madame Le Flour." She rolled over on to her back, letting her hooves poke up in the air then looked up at the sky though the window. The sun shone through, filling the room with light as the bottom of it touched the shallow hills that rolled by. "They started out imaginary. Then they got more and more real and would tell me that I didn't need anypony else besides them. Then I moved to Ponyville." Pinkie turned back over and smiled at Applejack. She looked back to her happy self. "In Ponyville everypony loved my parties so I didn't need my imaginary friends anymore."

Applejack shifted uncomfortably and looked suspiciously at Pinkie. "Yer tellin' me they tell ya to do things? What kinda things?"

"Well mostly they tell me that they're the only friends I need and to forget about other ponies. It used to help when I was alone." Pinkie hopped off her seat and bounced to Applejack's, landing beside the orange mare and hugging her. "But I have real friends now, who love my parties. But when I get really sad, sometimes they come back and try to cheer me up."

Applejack put her leg around Pinkie and held her back. "But why did they come back now? Ah mean ya know we all love ya and we ain't going anywhere."

"Oh I know that." The pink pony said as she squeezed harder. "And I know that Rarity loves me but I was being a silly Pinkie but I couldn't get it into my head. So I got so sad that they came back and tried to convince me she was never coming back. I knew it was silly but I didn't know how to stop myself from thinking it. I think it would have gotten worse if you didn't come there and stay with me during the day and invited me to dinner each night. Thank you soooooo much for doing that." She smiled and squeezed Applejack.

Applejack tried to push Pinkie off of her. "It was no problem sugar cube, but can ya let go, it's gettin' hard to breathe."

Pinkie finally released her grip on the orange pony. "Hehehehehaha *snort* Sorry Applejack, sometimes I forget about the strength of my Pinkie hugs."

A knock on the door caused both ponies to jump, a voice called out from the hall. "Dining cart."

"Ah could use something to eat, how 'bout you?" Applejack asked as she trotted to the door and slid it open revealing a dark orange earth pony mare with light pink mane.

"I hope you two are enjoying your trip. We have complementary fresh daisy sandwiches for dinner tonight, would you like one?" the mare asked with a smile.

Applejack smiled back at the mare. "Ah would love one, haven't had a bite to eat all day."

Pinkie bounced up beside Applejack. "Oh me too me too, my Pinkie tummy was empty. Are there any cupcakes for dessert?"

"Sorry hon, this is all we have."

"Aww, well at least we get a sandwich, thanks for bringing them to us." Pinkie said as the mare produced two daisy sandwiches from the cart. Pinkie and Applejack each took one in a hoof and sat back down on their bunks.

"I hope you two enjoy the sandwiches and have a goodnight." The mare said as she closed the door to their room.

Applejack settled onto her bunk and started on her sandwich. Pinkie just tossed hers into the air and swallowed it in one gulp while the room darkened as the sun sank below the hills. Applejack looked out the window just as the last rays of sunlight shone from between the hills. She looked back at Pinkie but the pink pony was already snoring away on her bunk. "Ah guess it has been a long day hasn't it? Gnight sugar cube," she whispered as she finished her sandwich and drifted off to sleep.

A sudden lurch of the train caused Pinkie to wake up and for the first time in over a week she awoke with a smile on her face. Her mind was no longer telling her to worry about Rarity loving her. She also had a path to follow to find her love and could almost feel herself getting closer to Rarity. And that made all the difference in the world.

She looked around the room. It felt like late morning but it was still dark. She hopped off her bunk and pressed her nose to the window. When she looked up all she could see was a thick canopy of leaves suspended from enormous trees that surrounded the town. Only a few errant rays of light reached the ground. The train had stopped moving and she could see a few small houses, not unlike the cottages in Ponyville. A couple of ponies were already moving up to the train, probably to begin unloading the cargo from the rear cars.

Pinkie looked over at the bunk on the other side of the car and found Applejack laying on her back snoozing away with her hat covering her face. She hopped off her bunk and went to the orange mare then lightly poked her side with her hoof. Applejack shifted to her side and her hat fell off her face and onto the floor. "Not now Applebloom, the sun ain't even up yet." She said as she covered her eyes with her hoof.

Pinkie giggled and was about to poke her again when a loud whistle sounded causing both mares to jump into the air and land in a heap on the floor next to Applejack's hat. "What in tarnation was that!?" Applejack asked as she looked around trying to get her bearings.

Before Pinkie could answer a yell came from the hallway. "CANTERLOT EXPRESS TO BACKWOODS GLENN NOW ARRIVED!"

Applejack grunted and got to her hooves. "Well that explains that. Seems like the train got here purdy early though."

Pinkie took Applejack's hat in her mouth and placed it on the other pony's head. "Hehehehehe look out the window."

Applejack raised her eyebrow then turned to the window and her mouth hung open. "whewee, I ain't never seen trees this big before. Ol' Bloomberg would be getting mighty jealous here." She looked back to Pinkie. "Well we're here, so what now Pinkie?"

"Well, first we need to find out which direction Prancington is, then we either need to get a carriage or take the balloon there."

"Ah'm out of bits so ah reckon its gonna be tha balloon."

Applejack pushed open the door to their cabin just as the dark orange earth pony from the night before trotted up with the food cart. "Good afternoon you two, I hope you had a pleasant trip, would you like some lunch before you depart? I even managed to get some cupcakes for you." She said with a smile as she looked at Pinkie.

"Ooooh, that sounds yummy." Said Pinkie as she bounced over to the mare and took a cupcake from the top of the cart and ate it in a single bite.

"Wow hon, you must have been hungry." The mare turned to Applejack. "Would you like a cupcake, we also have sandwiches still."

"Ah'll just take a sandwich. Wait, ya said it was afternoon?"

The mare gave a daisy sandwich to Applejack. "Oh yes, just before noon in fact. I hope you both enjoy your stay in Backwoods Glenn." She said as she left them.

Applejack grumbled as she ate her sandwich. "Ah can't believe ah missed sun up, ah always wake up with the sun."

Pinkie giggled. "It's the fault of those silly trees, they grow so tall that they keep Miss Sunshine from saying 'hello'."

"Well ah'm glad to see you back to feeling like yourself again. I reckon we ought a go take a look around town."

Pinkie bounced next to her. "Ohh, I hope Rarity is here, maybe she just got back and is waiting to board the train." She suddenly froze in midair then dropped to the ground. "I wish we asked the ticket master when the last train left from here to Canterlot maybe Rarity has been waiting a long time for this train ohhhhh I hope she's here, c'mon Applejack!"

With that, Pinkie raced out of the room and down the hallway and out of the train. Applejack galloped after the pink blur. Pinkie was standing just outside of the train as Applejack reached her. The town was not unlike Ponyville, a number of humble thatch roofed cottages could be seen from the train station which was small but looked to be under construction. From first glance it looked to Applejack like they were adding another wing to the train station. As she looked around more she could see evidence of construction all around the town. New shops being constructed, large tents that appeared to house worker ponies, and smaller cargo trains being pulled by pony teams down the tracks beyond where the express train had stopped.

"Whew wee, looks like they are building a city here." Applejack said as her head turned this way and that, trying to take in all the sights and sounds of the new town.

Pinkie Pie kicked a pebble on the ground with her front hoof. "But I don't see Rarity anywhere." She trotted down the length of the train, past the passenger cars to where the cargo was being held and poked her head under the tarp that kept the cargo safe from the elements.

"What are you doin' in there?" A gruff voice interrupted her.

Pinkie leapt back in surprise and ended up on top of a yellow earth pony stallion. "Heheheheh, Hi. My hot air balloon is in there so I'm getting it." Pinkie smiled as she finished and hopped off of the stallion's back.

He grunted. "Well ok, just watch out, there is a lot of construction equipment in there."

The stallion trotted off and Pinkie stuck her head back under the tarp. Applejack grabbed Pinkies tail in her mouth and pulled her back out from under the tarp. "How bout we leave the balloon here and see if Rarity is waiting fer us first?"

"Oooooohhhhhh, good idea Applejack. Oohoohooh, we should see when this train leaves again for Canterlot, maybe she has tickets for it."

"Good thinking there Pinkie." Applejack pointed her hoof at a small window on the side of the train station. "Ah think that's the ticket master, let's ask."

The two mares walked up to the window. A light brown earth pony colt was inside the booth. He had his head resting on his fore hooves as he lazily started out the window at nothing in particular with half lidded eyes.

Applejack tapped on the glass. "Howdy." She said as the stallion blinked and his eyes focused on her. "We were wonderin' when this train was set to leave for Canterlot?"

The colt blinked a few more times than glanced around the room. "Uhhhh hi uhh." He ducked down behind the counter then came back up with a piece of paper. "Uhhh this train goes back to Canterlot uhhh tomorrow at noon."

"That seems a long layover. This the only stop?"

"Uhhhh yeah, for now it transports cargo, workers and a few passengers here. Then it takes any passengers back to Canterlot. Usually it takes awhile to unload and load the train."

"Oh, well that makes sense, thank you kindly." Applejack said as she tipped her hat to the ticket master and turned to leave.

"Wait Applejack, maybe he knows if Rarity will be here." Pinkie hopped up to the ticket window and pressed her nose up against the glass. "Hi, I'm Pinkie Pie, I was wondering if you knew if a pony named Rarity had a ticket for the train ride back, or if you saw her take an earlier train back to Canterlot. You'd know her if you saw her. She's a beauuuuutiful unicorn with a gleaming white coat and a royal purple mane and tail done up in curls." As Pinkie described Rarity she gazed into the sky and began to giggle then fell onto her back, wrapped her forelegs around herself and rolled back and forth as she smiled to herself. The ticket master opened the window and poked his head out while Applejack leaned over and they both stared at Pinkie as she rolled around. "And when you look into her sky blue eyes you can see the promise of a sunny day, filled with laughter and joy. Pools so deep you could lose yourself in them and would never want to find your way out. Mystery, love, passion and adventure all rolled up..."

Applejack poked the pink pony with her hoof and cleared her throat. The small crowd of ponies, who had stopped to listen, shuffled uncomfortably, a few of them blushing as they went back to what they were doing.

"OH!" Pinkie hopped back up to her hooves and grinned. "Hehehe, sorry, thinking about Rarity makes me feel all warm and fuzzy in my tummy. So do you know if she's been here before or if she will be on this train?"

"Errr ok." The ticket master pulled his head back into the ticket booth. "Uhhh, I didn't see anypony like that on the last train that left." He looked down at the ledger book and started flipping though the pages with the tip of his hoof. "uhhhhhhhhh there is a ticket reserved for a Rarity for the last train that left a few days ago buuuuut it was pushed back to this train. The reservation says they should arrive before it leaves but to hold it in case they are late. Uhhhhh." When he looked up he could see the pink pony grinning widely at him and it made him nervous.

The ticket master ducked back into his booth as Pinkie leaned though the window. "So, do you know when the caravan is gonna get here?" she asked, her grin widening.

A single hoof extended from the depths of the ticket booth past Pinkie's head and it pointed to a donkey standing next to a building across from the train station a sign on the front of it said 'Caravans and Freight'. "The donkey in charge of the carriages is over there" he stammered.

"Yay, thank you for your help." Pinkie pulled her head back, grabbed Applejack and galloped over to the donkey the ticket master had pointed to.

The two mares skidded to a halt in front of a brown donkey. "Hiya Mister Wagon Donkey Guy. Can you tell us when the next caravan from Prancington will get here?" Pinkie said with a smile.

The donkey looked at the two mares. "Mister Wagon Donkey Guy. I remember when it was Wagon Master, or Sir Spokes, or even Wagoneer. Now it's just 'Mister Wagon Donkey Guy'. I tell ya, ever since that train started coming I get no respect, no respect at all."

Pinkie gave the stallion a sad smile. "I'm sorry, it's just that my special somepony is on the next caravan and I'm really excited to see her again. Oh, I know, I could throw you a party, a party for being the best Wagon Donkey in the whoooole world."

The Wagon Donkey gave Pinkie a smile. "Thanks for offering kid but I don't need a party. Anyway, the next caravan should be arriving tomorrow morning. There are a few hotels you could stay..." The donkey twitched his ears and looked at the dirt road leading to the town. "Huh, it sounds like they are coming around the bend now." Almost as soon as he had said it, two wagons came into view, being pulled by stallions who were galloping at full speed towards the town. "They certainly seem to be in a rush and I only see two wagons. There are supposed to be four." The donkey said as he cantered to the road to meet them.

Pinkie and Applejack followed the donkey. "They sure are movin quick, almost looks like they are runnin' from somethin'." Applejack said as the wagons approached. The front wagon was a simple wood wagon with a blue blanket stretched over it being pulled by a team of two stallions; the second was a passenger carriage with a full team of four pulling it.

As the caravan moved into the town it slowed down. The stallions pulling the wagons all collapsed as they tried to catch their breaths. "HEY GET SOME WATER AND FEED OVER HERE!" The donkey yelled. As Applejack and Pinkie walk closer to the blanket covered wagon, they saw a bit of movement coming from within.

Applejack poked one of the shaking lumps. "AHHHH DONT EAT ME!" Applejack jumped back and the blanket was thrown off revealing a group of frightened ponies. As soon as they realized they were in a town they all jumped out of the wagon and scattered.

Pinkie Pie and Applejack looked at each other "Ah wonder what that was all about."

A unicorn came running out of the Caravan and Freight building. She was levitating two barrels beside her, one had water sloshing out of it. "Here you go Spokes." She said to the donkey.

The donkey balanced the barrel containing the water on his back and moved quickly over to one of the stallions pulling the front wagon. He let water flow out of a spigot in the barrel to the stallion's lips. He drank slowly at first then started to take huge gulps of water before he pushed the barrel away. The donkey moved it to the other stallion who had been pulling the wagon. "What happened here Warm Up? Why were you all going flat out?"

The stallion was still trying to catch his breath as more ponies from the town arrived to see what the commotion was. "Hy... Hydra's attacked us. Two of 'em."

"TWO HYDRAS!" The donkey exclaimed. "I've never even heard of hydras being in these woods. Are they still chasing you? What happened?"

He tried to stand up but couldn't quite make it to his legs so he laid back onto the ground. "I think we managed to lose them. They attacked when we were camped near Rainbow Mesa and destroyed two of the wagons. We have injured in the carriage."

One of the ponies from the growing crowed spoke up. "I'm doctor Golden Hour, I'll go take a look." Applejack stayed with the donkey while Pinkie Pie followed the yellow pegasus mare who had just spoken.

Golden Hour came to the side of the carriage and noticed Pinkie beside her. "Are you here to help?" she asked.

"I'm looking for my special somepony. She's supposed to be on this caravan, but if there is anything I can do to help I will." Pinkie hopped back just as the door to the carriage swung open and a couple earth ponies staggered out.

"Oh thank Celestia, we're back in Backwoods Glenn." One of them said as she leaned against the side of the carriage.

Pinkie and Golden Hour poked their heads into the carriage, a scent of sweat and fear filled their noses, topped with an odd metallic tinge. Pinkie could see a white mare sitting in the back wearing a large hat that covered her face. She had to force herself not to leap up and hug her, which was made easier by the sight of two stallions laying bandaged on the floor and several mares with bandages around them sitting on the seats between her and the white pony.

Golden Hour was about to call for a stretcher when two stallions galloped up beside her with several across their backs. "Good timing you two, it looks like we have four or five injured ponies here, let's get them loaded and to the hospital."

Pinkie helped the stallions and Golden Hour lift up the first injured stallion. He had a bandage wrapped around his torso, there was a large dull red spot along his side. Pinkie gulped and glanced back at the white pony, it looked like she was sleeping. She went back to focusing on helping load the next injured stallion onto a stretcher.

"Ok, who here can walk and who needs a stretcher?" Golden Hour called into the carriage.

A lime green mare with her rear leg bandaged said "I can't walk well, I could use one, but I think everypony else is well enough to walk." There were nods and murmurs of agreement from the rest of the ponies. They carefully loaded the mare onto the last stretcher then the two stallions balanced the stretchers between them and carried the injured ponies away. Golden Hour and Pinkie Pie helped the remaining injured ponies who could walk out of the carriage, followed by a number of uninjured ponies.

The last pony still in the carriage was the white one. Pinkie hopped up into the carriage and poked the pony in the flank. "Rarity?" she asked. At a closer look she noticed that instead of Rarity's three diamonds, the pony's cutie mark was a scroll with a quill laying on it. Pinkie stood there for a long moment, just looking at the pony's cutie mark. She wasn't Rarity but she had Rarity's hat, the hat Rarity wore the day she left. Pinkie grabbed the pony with her hooves and shook her. "Wake up! Where is Rarity?" Pinkie yelled as the panic began to course though her.

The pony woke up with a start and the hat fell off of her head, revealing a long orange mane. "What? Where? Are we back in Backwoods Glenn?" Then she noticed the pink pony glaring at her and shrunk back.

"Wheres Rarity? The pony who gave you that hat, where is she!?" Pinkie demanded as she stared daggers at the white pony.

"I.. I... I don't know, she wasn't in the other wagon?" The pony said as she huddled in the corner, away from the angry pink pony.

Pinkie gave a frustrated yell and jumped out of the carriage and looked at the other ponies who had exited it. "Where is Rarity? White unicorn with purple mane and tail. Where is she?" She glared from pony to pony.

"She wasn't on the other wagon?"

"I haven't seen her since we were attacked."

"I thought I saw her running from one of the hydras into the forest."

"I don't think I ever saw her."

"Isn't she in the carriage?"

"No, that pony has an orange mane."

"Do you think the hydras got her?"

Everypony went silent after that was said. The idea hung in the air like a dark cloud and Pinkie fought back tears. She turned and galloped back to Applejack and the donkey. The stallion who the donkey had called Warm Up was on his hooves now.

"RARITY ISN'T IN THE CARRIAGE!" Pinkie yelled at Applejack. "We have to go find her!" She turned to the stallion. "You said you were attacked when you were camped at Rainbow Mesa right, where is that?"

He gave her a stunned look then stammered out. "W... Well you just follow the road and you should get there in two days time if you're canter-" He stopped when he saw Pinkie shaking her head.

"Nononononono. Which direction is Rainbow Mesa, just point it out."

The donkey put his hoof on her withers. "Easy there kid." He started to say when she pushed him off.

"I don't have TIME! My special somepony is out there and I have to find her. Now which direction is Rainbow Mesa... can I see it from the air?"

The donkey and stallion looked at each other and they both pointed different directions then corrected themselves and still pointed different directions. The donkey gave Pinkie an apologetic look. "Sorry kid, the road has a bunch of twists and turns in it. It's hard to know just which direction it is but you should have no problem seeing it from the air."

Pinkie Pie grabbed Applejack, flinging the orange pony onto her back. "ThanksforyourhelpBYE." She yelled at them as she galloped back to the train. She skidded to a stop beside the cargo car, dumping Applejack onto the ground then she dove underneath the tarp again. Applejack just managed to stand up as Pinkie reappeared from under the tarp, pulling the basket with her. She dove into the basket and pulled out the balloon, quickly spreading it out then hitting the burner and quickly filling it up.

Applejack quickly decided it was best to just get in the basket, rather than be thrown in. "So whats going on sugarcube?" She asked as she rested her front legs on the side of the basket.

"Rarity wasn't with the caravan and the last time anypony saw her and she was running from a hydra and we have to go save her." Suddenly Pinkie jumped out of the basket and dove back under the tarp. She quickly re-emerged, pulling a large industrial fan behind her. "I hope no pony misses this, but we have to move fast." She reached up and knocked off Applejack's hat.

"Hey what are ya doing that fer?"

Ignoring her, Pinkie pulled a long rope from the hat and quickly wrapped it around the fan then around the basket. Once she was certain the fan would hold, she gave Applejack back her hat and hopped into the basket. Firing the burner again the balloon began to lift off the ground.

"If ya had just asked, Ah would'da just given ya mah rope." Said Applejack as she replaced her hat on her head.

Pinkie Pie watched as the balloon ascended, the tall trees finally giving way to open skies. Gigantic trees stretched across the land as Celestia's sun remained high over head. In the distance she could see a plateau poking out from the green of the forest. She turned on the fan and the balloon began its journey towards the plateau. "Sorry Applejack, I'm a bit of a panicky Pinkie at the moment. Somewhere out there Rarity is lost and alone and we have to find her."

Applejack put her leg around Pinkie's neck and Pinkie leaned against her, trying to clear her mind of the unpleasant thought that they were already too late.

All the Colors of Grey

Something moved Pinkie through the grey world. She wasn't sure if she was being pushed or pulled, but something propelled her. The ground she was walking on was just nondescript grey and all around her were towering cylinders of dark grey. Something caught her attention, there were two... things that were moving in front of her. They seemed to be moving in the same direction as she was. She wasn't sure if she was following them or if she was just going the same direction. Something was happening. The things with her seemed to be doing something. Her ear twitched. Maybe there was noise? She ignored the slight buzzing in her ear. It wasn't important. Nothing was important anymore.

'We told ya dat she didn't love ya.'

A greenish grey stallion appeared from behind one of the towering grey cylinders. He had a dark green mane and wore dark grey overalls. From behind another cylinder came a dark beige mare wearing a burlap sack with her brown mane done up in pig tails. The buzzing in her ear stopped.

'Weeeee would neeeever cast you out like zat. Ztay with us Pinkie.'

Two more stallions stepped out next to Rocky. The first wore a rag around his neck and had a very puffy beige mane and tail. The other had a dirty yellow coat and pink hoovers and wore a bucket on his head.

'Just forget about her, you don't need such uncouth ponies as her.'

'If I were you, I wouldn't speak to her ever again.'

There was a tingling sensation on her face. One of the things she was with moved closer and the buzzing in her ear started again.

'Don't listeeen to heeer, she just wantz you to be unhappy again.'

She stared blankly ahead, ignoring both the buzzing and Rocky. The grey landscape seemed to stretch on before her, the towering grey cylinders creating a path. She numbly moved forward. The buzzing lessened and the thing in front of her moved on ahead.

'Dat's right, you leave Pinkie alone, we're takin' care of 'er now.'

The thing that was further away from her moved into the cylinders. The other one stopped where it was, she stopped also. She wasn't sure why but she did. Buzzing came from beside her where the other thing had moved. It was doing something to a glossy brown surface.

'Now we just need to get away from the other one. Then we can have a party for Sir Lintsalot. He needs a party.'

'Quite, we love your parties Pinkie, not like those other ponies. Come, throw us a party.'

'Oui, let us leave theze bad poniez and go have a party.'

'Dats right, these ponies is losers. You don't wanna be around no loser ponies who make you sad.'

The four ponies surrounded her, smiling at her and trying to pull her somewhere. More buzzing, tingling on the sides of her face. Her view was changing. Was something turning her head?

One of the things was right in front of her. It moved forward and its blurry grey shape gradually became white. More tingling, this time on the lower middle of her face. Her vision slowly focused on the thing in front of her, an orb slowly began to form in the middle of the white mass. A feeling of warmth started to emanate from whatever was touching her. The sensation began to feel more real and she realized it was touching her lips. Something warm blew across her face and her ears twitched as she heard something. Not the background buzzing she had detected but real sound, real sound that she understood. It was quiet, whispered almost but it caused color to explode back into her world and the thing in front of her became perfectly clear.

"I love you Pinkie," said Rarity then kissed her a second time.

All was right with world again. Pinkie closed her eyes to shield them from the blast of color that threatened to blind her. She extended her front legs and grabbed Rarity, pulling her into a tight hug as wetness streamed down her cheeks. They stayed in each other's embrace for an eternity till the moment was interrupted by somepony clearing her throat.

"Ahem. Ah'm thrilled for ya'll but we're still in a forest with monsters runnin' around so if ya'll could save it, Ah'd be much obliged. Still don't see why ya couldn't have done that when Pinkie first laid eyes on ya, Rarity."

"Applejack, darling. As I told you before, I simply could not allow the mare I love to see me in such a state. It reflects badly upon my love for her."

"Ah still don't get it. Pinkie's been more upset than a cat in a washtub, worrin' about ya. Then ya put her though... whatever that was. Jus' don't seem right."

Rarity's gaze dropped to the ground. "I suppose you are right, I really didn't mean to put the poor dear though so much. However I wanted our reunion to be perfect. I wanted to look as beautiful and pristine as she always tells me I am. Ideally there would also be candles, lovely gowns and moonlight involved but we can't have everything can we?" She reached her hoof up and gently bounced her coifed mane. A wet trail leading from the edge of the lake and stopping just before where she stood.

"Err Rarity?" Applejack stepped forward and poked Pinkie with her hoof.

"Hmm?" Rarity replied as she nuzzled the pink pony.

"Pinkie ain't movin'," she poked Pinkie again.

Rarity sighed, "oh dear, she gets like this sometimes. "Pinkie, Pinkie dear. You better stop this or I won't give you anymore kisses," she waited for a moment. "Odd, usually that works. Oh dear, I may have to resort to something more drastic," she extracted herself from the iron grip of Pinkie. The pink pony briefly balanced on her rear legs then fell over on her face, her body still as a statue.

"Wut are ya gonna do?"

"Something I had hoped would not be necessary." Rarity trotted back over to the lake. "Ick, and I just got..." she looked down at herself. Her coat still had spots of dirt in it and her mane was tangled with tiny bits of twigs and dirt. She shuddered. "Not as clean as I want to be but cleaner than it was." She stopped at the bank of the lake and reluctantly dipped her hoof into the mud, she swirled it around and lifted up her leg. She retched slightly when she saw the big clump of mud on her hoof. "Applejack, be a dear and turn Pinkie over on her back, will you?"

Applejack looked suspiciously at Rarity but complied. She lifted Pinkie up and gently laid the pink statue on her back.

Rarity trotted over to Pinkie. "I hate doing this but Pinkie loves it," she stood over Pinkie and placed her muddy hoof on Pinkie's tummy. She gently rubbed her tummy in a circular motion. "I'm not quite sure why she loves it so much, I think it has something to do with back when she was on the rock farm."

Applejack watched in shock as the most neat freak prissy unicorn she knew, who had just bathed herself, now had her hoof covered in mud and was rubbing it over her special somepony. "If Ah hadn't just see ya knock out a chimera, this would be the most shockin' thing I saw all day."

"Oh do shut up," said Rarity and rolled her eyes. Below her Pinkie started moving again, her whole body went limp as her puckered lips spread into a huge grin.

"You looooooooooooooooooooooooooooooooooooooooooooooooooooooove me." Pinkie whispered as she smiled up at Rarity.

Rarity looked down at Pinkie. Her mane and tail had poofed back to their usual bounciness, her eyes were shining and she had mud on her tummy. "Yes darling, I do, more than anything." She leaned down to give Pinkie a peck on the cheek but the pink mare had other ideas.

Before Applejack or Rarity could blink Pinkie reached up and grabbed Rarity's head in her hooves and gave her a huge sloppy Pinkie kiss then wrapped all four legs around Rarity and gave her a big full body hug.

"AHHHHH PINKIE!" Rarity shrieked. "I just washed off!"

"I'm neeeeeeeeever letting you go again, I missed you soooooooooooooooooooooo sososososo much." Pinkie started kissing Rarity's face all over as she hung off the unicorn.

Rarity tried to push Pinkie off of her but to no avail. "Applejack, would you be a dear and give me a hoof please?"

"Nah, Ah'll just watch."

"Of course you will. Come now Pinkie." Rarity said as she limped over to the lake with the pink pony hanging off her. When she reached the edge she once again tried to push Pinkie off of her but her legs remained firmly locked around Rarity. With a defeated sigh, Rarity tried to step over the muddy bank but the weight of Pinkie on her caused her to fall short and both of them fell into the mud.

Somehow Pinkie stayed attached to Rarity as she struggled through the mud and finally into the clear water of the lake. She struggled to keep her head at the surface with Pinkie hanging to her until finally the pink pony needed to breath and let go. Pinkie's head popped out of the surface next to Rarity's.

"That's cheating Rarity!" Pinkie yelled as she coughed up water.

"You know I don't like it when you jump on me after I give you a mud rub," said Rarity as she started swimming to a less muddy shore so she could climb out.

Pinkie followed her. "But I wasn't finished."

Rarity climbed out of the lake and her horn glowed as a light blue color enveloped her, drying and styling her limp mane and tail back to a close approximation their natural splendor. "We would never get out of the forest if I waited till you were finished dear."

"Ooooooh." Pinkie scampered out of the lake after Rarity and skidded to a stop in front of her. "What's that? It's pretty," asked Pinkie as she pointed her hoof at a gem hanging around Rarity's neck.

Rarity lifted the necklace with her hoof so Pinkie could see it better. It was a large violet gemstone, set in gold, attached to a thick gold band that encircled Rarity's neck. "Well this used to be the jeweled clasp to an absolutely fabulous cape I was given personally by Lady Amethyst. Sadly the cape was lost to the forest but it still makes a lovely necklace," she let the necklace fall back against her chest.

Pinkie ducked her head down and came back up with a few pieces of cloth in her mouth. "I thound thess four yeuw," she spit them out. "I found these while we were trying to find you. Maybe you can fix your cape with them," she said with a smile.

Rarity looked down at the scraps with disgust. "Err, thank you darling but that is hardly enough for me to repair the cape, and I am afraid the rest of it is in a manticore's mouth somewhere back there," she gestured with her hoof in the direction they had found her. "Now, let's go girls. I cannot wait to be out of this forest... Which way is it again?"

"Ah made a trail for us to follow with mah hoof." Applejack pointed her hoof to a line of upturned dirt that was slightly wider than her hoof. "We jus' follow that and it'll take us back to tha' clearing that hydra made; then following its path we can get to tha' campsite." With that Applejack started down the path.

Rarity turned to Pinkie and fluttered her eye lashes at her. "If you will accompany me, my dear."

Almost before she could finish the sentence Pinkie was up beside her, leaning against her as the two walked behind Applejack. None of the ponies even noticed the pile of rocks, bag of flour, ball of lint or the bucket of turnips that were sitting on the path behind them.

As they trotted back along the narrow path, Pinkie and Rarity had to press together more and more to keep walking side by side. "I missed you soooooo much Rarity, I thought you were never coming back or that you stopped loving me. I mean I knew you would never stop loving me and you would be back but Rocky, Madam le Flour, Mr Turnip and Sir Lintsalot kept telling me you would never come back and I didn't know how to stop listening to them."

"Err what was that darling?"

"I know, but now you're back. I knew you would be and everything is going to be ooookay." Pinkie smiled happily. She could feel the alabaster unicorn's heart beat in sync with hers as they leaned on each other. It almost felt like a dream. She was finally back with the love of her life; somepony who meant more to her than even throwing parties.

Rarity tried to figure out exactly what Pinkie was talking about and how worried about her she should be. After all Pinkie had been though, it was probably best not to focus on Pinkie being a bit extra Pinkie Pie. She could always get the details later. "I missed you also darling, I was quite lonely without you. As much as I hate to say it, when the hydra showed up I was worried I would not be able to come back to you." She kissed Pinkie's cheek and giggled. "I would much rather talk about more pleasant things though. In Canterlot Hoity Toity and I..."

Applejack tuned the conversation out as Rarity began to regale Pinkie with tales of her trip to Canterlot and the fashions she was involved with. Instead she concentrated on the forest and following the path out. She recognized the tree they had slept under the night before.

"Oh Rarity," exclaimed Pinkie, interrupting Rarity's story. "We slept under that tree last night and I had a wonderful dream about you."

"That is so sweet, tell me more darling."

Applejack went back to ignoring them as she noted how much brighter and more welcoming the forest was today. Shafts of light shone though a green canopy of leaves above, birds sang and butterflies fluttered around flowers. It was enough to make her forget about the earlier encounters with the more monstrous creatures that inhabited the woods. She closed her eyes for a moment and let the sounds of the forest envelop her before opening them again to make sure she didn't stray from the path.

Applejack wasn't sure how much time had passed by when they reached the clearing the hydra had made. She was relaxing to the sounds of birds and Rarity and Pinkie's talking. Upon arriving at the clearing, she felt herself tense up again, remembering that there were still monsters around. At least they were making good time; following the trail she left was much simpler than trying to track Rarity though the forest.

Rarity stopped talking and looked around the clearing. "Oh my, I hadn't realized how much of a mess that hydra left." She quickly trotted around the area. "This is apparently where I heard it hit a tree..."

Pinkie Pie interrupted her. "Ohhhhh let me let me," she squealed as she hopped up onto the fallen tree. "When you ran here the hydra was all 'ROOOOAAAARRR' then went SMASH into this tree and its necks got all tangled around it. So you ran in a circle with the hydra trying to chase you but it couldn't and the tree fell over so you ran off into the forest." Pinkie finished with a grin.

Applejack and Rarity stared at Pinkie for a long moment before Rarity spoke. "That may have happened, I'm afraid I cannot be sure. It was quite late when the hydra attacked and too dark to see anything in these woods. I heard the hydra hit something and dropped the suitcase I was carrying. I ran around trying to find it but it was too dark." She looked at the fallen tree that Pinkie was standing on. "The racket from the hydra knocking over this tree. That must have been what I heard that made me decide to run into the forest. I don't suppose you found a purple suitcase when you came through here, did you?" she asked, a worried expression crossing her face as she looked around the clearing.

"Can't say we did sugarcube."

"This... Is... The..... WORST... Possible... Thing!" Exclaimed Rarity as she paced back and forth looking at the ground.

Pinkie hopped off the log and up to Rarity. "It's ok Rarity, we saved your other suitcase back at the camp site."

Rarity kept pacing nervously till she finally spoke. "We have to find my other suitcase. It's..." she hesitated as she looked at the other two ponies, "important."

Pinkie put her leg around Rarity's neck. "We're with you Rarity, we are gonna find that suitcase and," she was interrupted by Applejack.

"Now hold on there you two, we just found Rarity and ya'll wanna go back in the forest?" Applejack adjusted her hat and glared at the two. "No offence but have ya'll flipped yer lids? We just saw Rarity knock out a chimera and we're on a path of destruction left by a hydra. Now ya'll wanna stick around?"

Rarity meet Applejack's stare. "The contents of that suitcase are irreplaceable, I simply cannot allow them to remain lost in the middle of a forest."

"So what's so important that ya wanna stay in a forest lookin' fer it?"

Rarity glanced at Pinkie, who smiled at her. "I can't say."

Applejack raised her eyebrow as she looked at Rarity. "It ain't an engagement band, is it?"

Rarity's eyes went wide and her mouth hung open in shock. "Of course not!" She exclaimed. "We only just started dating."

"But Rarityyyyyyy." Rarity turned back to Pinkie to see her with big puppy dog eyes that glistened with tears. "You mean you don't want to get married?"

Rarity wrapped her hooves around Pinkie. "Offff course I do, darling. However it simply isn't proper for a lady to even think about an engagement so soon after we began seeing each other."

Pinkie hugged Rarity back. "Oh Rarity, hehehhehehe *snort*" she gave Rarity a kiss on the cheek.

"So if it ain't an engagement band then what could be so important that ya wanna stick around looking fer it?"

Rarity sighed and let go of Pinkie. "Well if you must know, it was a necklace that had three gemstones cut to look just like Pinkie's cutie mark."

"Awww Rarityyyyyy." Pinkie squeezed her harder.

"It sounds nice and all but can't ya just have another one made? Ah've seen how many gems ya use for yer dresses, can't be that expensive to get another one."

"This was not just a simple piece of jewelry, it was specially crafted by master jewel cutter Aventurescence, in Prancington. Each gem was perfectly cut to look like one of her balloons." Rarity huffed. "I was only able to get it made by a personal request from Lady Amethyst herself. I would have to wait years to have another one made."

"That's okay Rarity, I don't need the necklace now that you told me about it. I can imagine it and I love it!."

"Ya see, no need to go traipsin' around the forest anymore."

Rarity's ears folded down and a defeated expression crept across her face. "The fabric and dresses are easily replaced but I hate to leave my gift to you," she looked at Pinkie, "in the middle of a forest." Pinkie licked her cheek. "Euuugh!" She shrieked and pushed Pinkie off her.

Pinkie giggled. "Silly Rarity, I don't need a present to know you love me. Just knowing that you thought of me enough to get me something is present enough." Pinkie said as she hopped to her hooves and leaned against Rarity.

Applejack smiled and trotted up on the other side of Rarity. "Besides sugarcube, we have no idea where yer suitcase could be. Could be halfway to Appleoosa by now."

Rarity looked back and forth, from her special somepony to her friend. "Very well, you have convinced me. Let us depart this forest at once and return home."

"YAY!"

"Attagirl." Applejack gave Rarity another nudge then started down the path of destruction she and Pinkie had followed the day before, Pinkie and Rarity following closely behind.

Rarity looked over the path as she followed Applejack. The trees lining it were cracked outward, large branches littered the forest floor and numerous bushes were crushed under large hydra claw prints. "Oh my, that hydra certainly made a mess didn't it." She said for the second time.

"Yep, that critter sure seemed angry fer some reason."

Rarity kicked a branch off to the side of the path as she walked. "Yes it certainly was. I wonder what could have made the hydras so irate. We were all just sitting around a small camp fire when we heard a roar and the pair of them came bursting forth from the forest." She went silent for a long moment. The warmth from Pinkie still leaning against her filled her before she spoke again, fearing the answer: "Was... was anypony hurt? Before one of them chased me off I think I saw a hydra... bite somepony."

Applejack glanced at her then turned her gaze back to the trail. "Ah don't rightly know. Ah was with the Wagon Master an' the team pullin' the first wagon but Pinkie was back there. Ah did see a couple ponies being carried away on stretchers though."

"There were some hurt ponies in the back of the carriage," Pinkie said solemnly. "Two stallions looked pretty hurt and one mare couldn't walk on her own but everypony else seemed to be okay."

"Do you know if the stallions were alright?"

Pinkie shook her head and said, "Doctor Golden Hour got them loaded onto stretchers and taken to a hospital or something, but when I figured out you weren't with the caravan I grabbed Applejack and we ran back to the balloon to come find you." She perked up again, "but she seems really smart so I'm sure everypony is fine now that she's taking care of them."

Rarity hopped over a shallow stream and let out a relieved sigh. "I'm glad to hear everypony seems to have made it back relatively safely."

All three mares went quiet and stopped as a rustling in the bushes ahead caught their attention. Before anypony could react a green creature burst forth. For a fraction of a second, Rarity looked into two beady red eyes and she felt her body begin to slow down. Her hooves felt like they were slowly becoming rooted to the ground. Suddenly her vision became filled by pink and the weight lifted from her. She shook her head and blinked and saw a horrible sight; pink legs slowly becoming grey as they turned to stone.

"COCKATRICE!" Shouted Applejack as she galloped to the side of the road. She kicked up a large branch with her front hooves then spun around and bucked it at the cockatrice.

Rarity had already started galloping towards the cockatrice when the branch impacted it. It turned its attention to Applejack and used its tail to lift itself off the ground, spreading its wings and legs threateningly and hissing. The distraction gave Rarity plenty of time to close the distance. It heard her and turned back just as she got close to it. Before it could look her in the eye she slammed her forehoof into its head. The creature was knocked into the air and landed on the side of the path.

Applejack galloped over and reared up ready to bring her hooves down on the creature if it tried anything again. Instead the cockatrice just lay there. Applejack let her forelegs fall back to the ground as Rarity galloped over to her.

"Is it dead?" Rarity asked, worry tinting her voice. A cockatrice was dangerous but she didn't want to be responsible for killing anything, even if it had almost turned her to stone.

Applejack poked the cockatrice with her hoof. "Ah think ya just knocked it senseless."

Rarity let out a sigh of relief. "Just a glance from that creature was enough to make me feel like the world was slowing down around me. Good thing Pinkie got in the... PINKIE!" she shrieked spinning around.

Pinkie was right where Rarity had left her. "Hi Rarity," she called, " hehehehe I'd wave but I can't seem to move my hooves." She struggled and only succeeded in almost tipping over. "wooooahhhhoooahhhhh hehehehe." Her four hooves were grey and rooted to the earth.

Rarity trotted over to Pinkie. "Oh Pinkie darling, you saved my life," she wrapped her hooves around Pinkie's neck and gave her a deep kiss.

Applejack trotted over. "Ah hate to break up this moment but we might wanna skedaddle while this critter is knocked out." She stopped when she saw Pinkie's legs, the cockatrice's stare had caused stone to creep up almost half way up her legs. "Oh mah, are ya alright Pinkie?"

Rarity pulled out of the kiss but Pinkie stayed statue still, Rarity rolled her eyes. "Pinkie, come now darling, come back to us," said Rarity as she tapped Pinkie's cheek with her hoof.

Pinkie shook her head. "OH! Hi Rarity."

Applejack wrapped her hooves around Pinkie and tried to lift her up. "C'mon Rarity, help me get Pinkie up on my back and lets git outta here."

"Hold on a moment Applejack." Rarity leaned her head down and an aqua glow began to form around her horn. "Awhile back Sweetie Belle wandered into the Everfree Forest and had an encounter with a cockatrice." The aqua glow extended around the lower portion of Pinkie's legs. "Errrhhh. After I heard about it, uughhhh, I had Twiiiilight teach me a spell to," she gritted her teeth and beads of sweat began to trickle down her forehead, "unstone somepony who had, errrhhhhhhhh, been turned to stooone." The aqua glow fully encapsulated the grey portions of Pinkie's legs then slowly melted down. What had once been stone was now back to its usual pink coat. Rarity collapsed on the ground panting for breath. "Oh my... That spell really takes it out of you. Twilight made it look so easy." Pinkie and Applejack knelt down next to her. "Just give me a moment, darlings, and I'll be fine."

Pinkie reached her legs under Rarity.

"What are you doiiiiiiiiiing?!" shrieked Rarity as Pinkie pulled her up into a tight hug.

"I knew you'd save me Rarity, you wouldn't let me be a stony legs pony. I don't think I would like being a stony pony."

"Pinkie."

"I didn't really like it when I grew up on a rock farm and I'll bet being a stone pony is like that."

"PINKIE!"

"Yes Rarity."

Rarity's face was beginning to turn blue. "Can't ... breath."

"Oops, sorry Rarity," Pinkie giggled and let go of Rarity.

Rarity took a moment to catch her breath and compose herself. "Thank you darling," she looked at the cockatrice. "We should probably be on our way. I'm not sure if I can manage that spell again should anypony else be turned to stone."

Applejack reared up on her hind legs. "Right, then lets hightail it out of here," she galloped down the path followed closely by Rarity and Pinkie.

It didn't take long for them to arrive at the rest site used by the caravans. Pinkie and Applejack galloped over to the balloon while Rarity walked into the clearing. "Oh my... such a mess," she lifted a dress that had fallen out of a burst suitcase. She called over to Pinkie and Applejack, "I don't suppose we could take some of this luggage with us? I hate to leave all these ponies' belongings laying on the ground in the middle of a forest."

Pinkie and Applejack had dragged the basket into the middle of the camp ground and had begun inflating the balloon. Applejack called over to her, "We ain't got much space with that suitcase of yers but it looks like we could fit a few things. Try and be quick though, Ah don't wanna spend another night here."

Rarity didn't waste time replying, she just quickly went from suitcase to suitcase, arranging the ones that hadn't burst open in a pile next to the plateau. Once she finished with that she went to each spilled open case and tried to identify anything that might be valuable to the owner. By the time she was finished she had a small pile of clothes, a few necklaces and earrings, and two framed family portraits.

A high pitched voice called to her. "C'mon Rarity, we are all ready here, I've even got a surprise for you."

"Just a moment," she called as she trotted over. "Do we have enough room for all this?"

"Ah don't think so, we got enough for the dresses and knickknacks but Ah doubt we can fit those pictures. Why don't ya put em over by the stacked suitcases and cover em with some of the other clothes around here or somethin'."

"That is a good idea Applejack." Rarity levitated the clothes and jewels into the basket then trotted over to the stack of suitcases. She delicately levitated the portraits behind the suitcases then covered them with a cheap looking but thick dress. "There, that should protect them from the elements," satisfied she trotted back to the balloon. Applejack and Pinkie helped her over the side of the basket. As soon as her hooves touched the basket floor the balloon began to gently lift off the ground.

"Thank you dears. Let us be off," said Rarity with a smile on her face.

Pinkie Pie giggled. "First I got a present for you," she held up two white boxes that were tied together with a string.

"Are those..?" Pinkie nodded, "Oh Pinkie." Rarity reared up and wrapped her forelegs around the pink pony. "I am simply famished," her horn glowed and she untied the string around the boxes with her magic then lifted open the top of the box, revealing the lovely cake that Pinkie had made especially for her. An aqua glow surrounded a piece of cake as she lifted it out of the box. She was unable to resist the urge to simply devour it. The icing was hard and the vanilla cake was stale, but at the moment Rarity could not remember anything she had ever eaten that was so delicious. The experience was punctuated by the balloon clearing the tops of the trees and the occupants of it being bathed in the late morning light of Princess Celestia's sun.

Pinkie watched Rarity and smiled as she ate the piece in a single bite. "I knew you would want your special cake when we found you."

Rarity blushed and dabbed the sides of her mouth with a napkin that had been in the box with the cake. "Well you were right darling," she leaned forwards and kissed Pinkie's cheek. "Would you two like some cake?"

"But Rarityyyyyyy I made that cake special just for youuuuuu."

"Darling, must we go through this every time I offer you some cake?"

"Well, Ah'll take some. Ah haven't had a bite to eat since that sandwich yesterday."

Rarity levitated a piece of cake over to Applejack, "here you are," and another to Pinkie. "I am about to let this piece of cake go," she said to Pinkie. "If you don't catch it then it will make a mess and you know how I feel about messes."

Pinkie opened her mouth and Rarity let the cake fall into it. She swallowed it in one gulp and giggled. "Thanks Rarity, I didn't realize how hungry I was."

"Yep. Thanks Rarity, mighty generous of ya."

"Oh pshaw," she waved her hoof at them. "How could I let the two ponies who came to rescue me form a deep dark forest starve? Speaking of rescue, do you know which direction we need to fly to return home?"

"Oh yeah," Pinkie bounced over to the side of the basket and pointed with her hoof into the distance. "Backwoods Glenn is right over there, where those big super scary clouds are."

Rarity and Applejack both looked past Pinkie into the distance, where rolling black clouds loomed.

Author's Note

I like how every chapter ends up being like twice as long as I first expect. Expecting to have only two more chapters but I also thought that two chapters ago.

Pinkie's imaginary friends, descriptions inspired by http://browse.deviantart.com/art/Party-of-Four-329620833

When it rains...

Long, menacing, black tendrils extended from the dark clouds looming on the horizon. Brief flickers of lightning danced along the edges of the clouds as they grew bigger.

"Gosh, Ah ain't never seen a storm like that. Maybe we oughta land back at the rest site and hunker down. Those clouds seem to be movin' pretty fast. Ah ain't sure we can make it back to Backwoods Glenn before it hits."

Rarity stood up at the front of the balloon and watched the dark sky in the distance. "As much as I hate to stay in this forest another night I am inclined to agree, Applejack."

"HELLO AGAIN!"

Rarity and Applejack turned to look at Pinkie, she was leaning over the edge of the basket waving at something.

Rarity poked her head over the side. Down below them a cockatrice was in the middle of the rest area glaring up at them. The balloon was floating over the tops of the trees, but even from this distance; looking into the cockatrice's eyes made Rarity feel like the world was beginning to slow down. She pulled her head back over the side and saw Applejack also sitting back down in the basket.

"Ah guess we ain't going back down there," said Applejack as she sighed and adjusted her brown Stetson hat.

"I am afraid so. Are you positive we won't make it to Backwoods Glenn?"

Applejack shrugged, "Ah don't think so, but...maybe? Probably the best thing we can do..." She trailed off as she looked at Pinkie Pie; who just sat against the side of the basket, smiling at them. "Err, everythin' alright sugarcube?"

Pinkie grinned and nodded. "Yepyepyep, couldn't be better, I got my Rarity back and there are sunny skies all around," she said as she waved her hoof around, pointing at the blue sky.

Rarity rubbed her hoof against her temple. "I hate to be a downer darling, but have you seen the storm clouds on the horizon? Unfortunately, I doubt they are planning on giving us a 'welcome party'."

Pinkie giggled and patted Rarity's head. "Silly Rarity, don't let those mean old clouds get you down. There is still sooooo much sunny day. Besides," she leaned over and pressed her nose up against Rarity's, "you can just use your magic to make the fan push us faster."

"Fan?"

Pinkie Pie grinned again and nodded. "Yeppers! We got a big fan. It's tied to the basket," she hopped over to the side and hit her hoof against something metallic several times.

Rarity moved to see what Pinkie was hitting. "That... that's a fantastic idea Pinkie!" She leaned over the edge trying to get a better look at the mechanism the fan used to store unicorn magic. "Hmmm, it looks like a much bigger capacitor gem than my sewing machine. I think it might be the kind that needs several unicorns to charge it." She tapped her hoof on her chin and a light aqua glow formed around her horn. "I... think... I think it has just over half a charge in it." She pulled herself back into the basket. "It's a larger capacitor than I am accustomed to working with, but I should be able to give us a bit of a boost."

Pinkie bounced up and down, smiling. "See, I told you that everything couldn't be better."

Applejack grinned. "Well shoot, Rarity, that's tha kinda news I like ta hear."

Rarity sat down at the rear of the basket, next to where the fan was tied. "Then let us be on our way from this forest." Once again her horn glowed and its illumination spread over the fan before it encircled a hoof sized round sea green gem set in the middle of the blades of the fan. As her magic touched it the blades began to spin, faster than they could on stored magic. The balloon suddenly lurched forwards as the fan blades caught the air and Rarity noticed something odd about the basket. "Pinkie, what are these green dots along the rim of the basket?"

Applejack's eyes widened as Pinkie answered her.

"Ohhhhhh those must be from the hydra sneeze."

Rarity's pupils shrunk. "Hydra sn-sneeze?"

Time seemed to slowed down for Applejack as she dove forward to tackle Pinkie or cover her mouth; anything to stop her from finishing the story. But, she was too late.

"A hydra sneezed on us on the way to you and that's how we got to you so fast." Pinkie finished with a smile.

Applejack jerked her head to watch Rarity's reaction to the news. Her rear leg slid on one of the dresses Rarity had picked up from the camp site and kicked a hole in the basket. At the same time Rarity hopped away from the side of the basket and the glowing aura around her horn faltered and cut out as she slammed against Pinkie Pie at the front.

"THAT'S HYDRA SNOT!" shrieked Rarity as she huddled against Pinkie.

"Oh you don't have to worry about it Rarity," cooed Pinkie and hugged the unicorn. "It's gotta be all dried up by now."

Rarity took a moment to compose herself, then ran her hoof though her mane. "Be that as it may, I simply refuse to sit next to... boogers," she shuddered as she said the last word. "I shall power the fan from here." Her horn glowed again but her magic flickered and she gritted with the effort required. The balloon was propelled forwards but the thrust was much weaker than before. "Oh my," her horn flickered before the glow surrounding it vanished and she slumped down against the front of the basket. "It would seem that proximity really matters with the larger capacitor gems."

Pinkie nuzzled her cheek, "I'm sure you can do it Rarity, you're the prettiest most super unicorn ever."

Rarity nuzzled back. "Thank you darling but I'm afraid being pretty has nothing to do with it. My magic simply isn't strong enough to 'overpower' the capacitor from this distance."

Applejack rubbed her hoof against her chin as she thought. "Maybe we could cover the side with somethin'. Ah know, how bout we cover it with one of these," she said as she lifted the hem of a dress with her hoof.

Rarity stared at her in shock. "How could you even consider such a thing! I cannot allow somepony else's prized possessions to be used in such a way. I shall endure if I must." She let out a deep sigh and slowly moved to the back of the basket again, cringing as she once again sat next to the disgusting hydra mucus. "Sometimes I wish I had the raw power Twilight possesses," she mumbled as her magic encircled the gem and the balloon was thrust forwards again. "I am sure she could power the fan from the ground if she wished."

Pinkie Pie and Applejack both sat down next to Rarity and Pinkie wrapped her foreleg's around the white unicorns neck. Then Pinkie started to hum one of her songs. *Hmmm hmmm hm hmm hmmm hm hm hmm hmmmm hmmmmmm hmmm hmmm hmmmm*

Rarity closed her eyes and rested her head on Pinkie's neck, listening to the song and feeling the vibrations of the pink pony's humming against her cheek.

The quiet moment was interrupted when Applejack asked, "Where did ya learn to tussle like that?"

Rarity opened her left eye and looked at Applejack. "Tussle?"

"Ya know, fight. Ah've see ya take on some mean critters a couple times before but never single hoofed like that and ya never use yer magic."

Rarity sighed and lifted her head off of Pinkie, who kept humming. "I'll tell you but you have to promise to keep it and my fight with the chimera a secret."

Applejack gave her a skeptical look. "Alright, Ah won't tell anypony, but Ah don't see why ya want to keep it a secret."

"Because it is unseemly for a lady."

"Says who?"

"Says..." Rarity shook her head and glared at Applejack. "It does not matter, it simply is." She sighed again. "Now then, before I discovered my passion for couture, I wanted to be a Royal Guard-"

"HAHAA! A Royal Guard, you?"

Rarity rubbed her front hooves against her temples. "This will take all day if you continue to interrupt. Yes, when I was a filly I wanted to be a Royal Guard. My mother was a member before she and my father moved to Ponyville and I wanted to follow in her hoof steps."

Pinkie Pie stopped humming and switched to nuzzling her nose against Rarity's cheek.

"The Royal Guard teaches all ponies how to fight hoof to hoof without wings or magic. My mother began teaching me before my magic came in. Even after I became proficient with my magic, I was better hoof to hoof."

Applejack adjusted her hat. "That explains why ya wanted to become a Royal Guard, but Ah don't see why yer embarrassed by it."

"Because I never stopped the hoof to hoof training. After a long day of working, I'll often go a few rounds of sparing with... Actually I'm not at liberty to say, but if word of it got to Canterlot then my career would be ruined."

Pinkie Pie had her front legs wrapped around Rarity's neck and Rarity was casually stroking Pinkie's leg with her hoof. Applejack noticed, for the first time, the muscles working under Rarity's white coat each time her leg moved against Pinkie. She suddenly had the feeling that Rarity might be stronger than she was, at least in the front.

Rarity noticed Applejack staring at her. "Is something wrong darling?"

Applejack shook her head. "Err nah, nothing. So what made ya stop wantin' to join tha' guard?"

Rarity moved her stroking to Pinkie's back as she responded. "Well, my mother took me to Canterlot before I got my cutie mark, so we could watch the Royal Guard parade. I remember seeing a pony in the most lovely violet ensemble and her mane was done in a fabulous coiffure." She gazed up at the heavens. She would have liked a single ray of light to shine down on her, but the sun was blocked, completely ruined the effect she desired. "Uhh darlings, I believe we may have a problem," she said and pointed her hoof at the horizon.

The large mass of dark clouds were still covering the horizon far away, but the strange tendrils that extended from the mass of clouds had approached far enough for them to obscure the late morning sun that had shown down on the balloon.

Applejack stood up and moved to the front of the basket. "Gosh, those things sure moved fast."

In the distance the three ponies could hear the rumble of thunder and even see lightning fork from the long tendrils.

"Perhaps we should look for a place to land," said Rarity as a worried look crossed her face.

Pinkie and Applejack both nodded and stood up at the edge of the basket, soon followed by Rarity, the glow around her horn flickering then going out as she let her magical spell lapse from the gem in the fan.

Pinkie began hopping up and down. "Oohoohooh, look!"

Rarity and Applejack moved to her side of the basket. "Ah don't know, Pinkie," said Applejack. "That don't look quite big enough for the balloon."

"I think it might be our only option, Applejack. I could not see anything but trees on my side." Rarity put her front leg around Pinkie's neck. "Darling, do you think you can get us down there?"

A grin spread over Pinkie's face and she nodded her head vigorously. "SURE! It'll be noooooo proble-"

Something big slammed into the basked and knocked them off their hooves. Before any of them could get back up, a large claw grasped the top edge of the basket, followed by another. Then a large dark brown eagle like head popped up over the side. A pair of large golden eyes scanned the ponies. "Eeeeeey ladies, wha-chu doiiing out this far? Don't chu know a storm eess schedul-"

Another impact shook the basket and the claws dug into the wicker as the eagle headed creature hung on tightly. A storm-cloud-grey pegasus head; with bright, sun-yellow mane popped up on the opposite side. "Hey Gentzo, did you tell them about the storm?"

"I was just doiiing that."

"Hahahahaheeheeheehee *snort* You two are funny." Pinkie sprung to her hooves. "HI! I'm Pinkie Pie, who are you?" she said as her head swung back and forth between the two new arrivals.

The pegasus spoke up first. "Hi Pinkie Pie, I'm Gale and that big lug," she pointed her hoof at the eagle head, "Is Gentzo."

"Eeeeello ladies," said Gentzo as he smiled at them.

Pinkie hopped up in front of the eagle. "Oh neat, I never met a talking eagle before."

"Ba... gle... urpp..." stuttered Gentzo. "I ain't no eagle. I am a griffiiin." He pulled himself up revealing a muscular orange cat body, covered in circular black spots.

"Ohhhhhhhhhhhhh neat," Pinkie held up both of her front hooves. "I've only met two other griffins." She reached down and picked up Applejack in one of her front legs and Rarity with her other. "This is my friend Applejack," she said, lifting the orange pony up.

Applejack struggled then finally relented once it became apparent she could not escape Pinky's vice-like grip. "Pleased ta meet'cha," she said and tipped her hat to the new arrivals.

"Aaand this is my very special somepony, Rarity," she said then hugged and kissed the white unicorn on the cheek, emphasizing her point.

A light blush crept along Rarity's face before she regained her composure. "A pleasure to meet you both. I must say, I have never seen a griffin with such a striking coat before."

The griffin puffed out his chest. "Eeeey you hear that Gale? I'm strik-"

A loud squeal from Gale interrupted him. "Oooooh you two make suuuuch a cute couple," she said as she stood on the tips of her front hooves, using her enormous wings to balance herself on the rim of the basket.

Pinkie gasped. "Oh wow, your wings are super huge."

"Ah'll say," chimed in Applejack. "They look like they're almost as big as Princess Celestia's."

"Yeah! I'll bet you can fly super duper fast with wings that big. Ohhhhh, my pal Rainbow Dash would be soooooo jealous if she was here."

Gale glanced back at her wings. "Oh, my wings are great, but they aren't good for speed. Since the're so big they have a lot of drag which keeps my speed limited. But, they're perfect for soaring at high altitudes, which is great for cloud seeding."

"Is that what ya'll are doin' out here? Cloud seeding?" said Applejack, scratching her chin.

"Oh," the pegasus exclaimed and giggled. "Yeah. I'm sorry, I forgot to give the whole introduction." Gale cleared her throat and stood at attention. "I'm Captain Gale of the Cloud Dusters." The distant sound of thunder could be heard as she said the word 'Dusters.'

All the ponies and the griffin looked at the dark clouds in the distance.

Gentzo let go of the basket and flew quickly over to the other side where Gale was. "Eeeey, as much fun as this talking isss, we should probably get this balloon where itss going, eehh?"

Gale nodded to the griffin. "Yeah, that's a good idea. Go tell Stormchaser to try and give us a path to..." She turned and looked at the three ponies in the basket. "Ummm where are you girls heading anyway?"

Rarity spoke up first. "Well, we were heading to Backwoods Glenn, but..." An enchanting quality entering her voice as she leaned forward and batted her eyes at the pegasus. "I don't suppose you would be able to take us back to Ponyville?"

Gale pulled back looking rather sheepish as she glanced this way and that. "Umm, I errr, I don't know where Ponyville is."

"It is right near Canterlot. Can you take us there?" Rarity asked, the charming tones from her voice absent almost as soon as it had appeared.

"Ohhhhh okay. Well we can't take you all the way to Canterlot, but we can probably make it to Backwoods Glenn before the worst of the storm develops." Gale turned to the griffin. "Hey Gentzo, go tell Stormchaser to hold off on the number..." she trailed off and looked at the long tendrils emerging from the storm in the distance. "To hold off on four, five and six. Yeah that should give us a relatively calm corridor."

The griffin saluted and with a flap of his wings, propelled himself high into the sky, directly towards one of the tendrils.

Gale clapped her hooves together. "Ok, that's taken care of. Let's get you girls to Backwoods Glenn." She flew around to the back of the basket. "Oh, you put a fan back here, that was clever. I'll bet that gave you a nice speed boost."

Pinkie hopped up next to Gale as she started pushing the balloon, her big wings quickly propelling them though the air. "The fan really helped a lot, but a hydra helped even more."

"A hydra," Gale raised an eyebrow at Pinkie, "helped?"

"Oh sure, it gave us a sneeze powered boost!" Exclaimed Pinkie.

Gale stopped and the balloon kept going a little ways before it slowed to a stop as well. "Then... that green stuff isssss." Suddenly she started shaking her hooves like she was trying to wipe them off on the air. "EWWWWWWWWWWWWWWWWW GROSSGROSSGROSSGROSSGROSS!!! All that green stuff is hydra SNOT!? SOOOO GROOOOOOOOOOOOOOOOOSSSSSSSSSSS!"

Applejack couldn't contain herself and rolled on the floor laughing. "Ah never thought Ah'd see a pegasus as persnickety as Rarity." Then she remembered who else was in the balloon and was currently glaring daggers at her. She shrunk back and quickly added, "No offence, Rare."

Rarity turned away from Applejack with a huff and called out to the pegasus. "Oh darling, I know just how you feel, come to this side," she pointed her hoof at the side opposite the fan. "I'm sure it's cleaner over here."

Gale swooped under the basket and took position at the side Rarity pointed to. "Okay, yeah that's much better, thanks." She gripped the sides with her hooves and began to turn the balloon around. "Sorry about that everypony, I have a bit of a thing about... things like that."

"Pshaw," Rarity waved her hoof, "it's no bother. As I said, I understand perfectly."

"Thanks uhhh Rarity, glad to see somepony else understands." Gale resumed propelling the balloon toward the dark clouds.

A silence fell over the occupants of the balloon and the pegasus pushing them. The only sounds that could be heard was the wind whipping around the basket, the rustling of leaves from far below, and the distant rumble of thunder. Lightning began to flash along the cloud tendrils and a stiff wind began to knock the balloon around.

Applejack took off her hat and shook her mane, letting the warm breeze flow though it before placing her hat back on her head. She turned to the pegasus that was pushing them and asked. "So what's this cloud seedin' anyway?

Rarity turned her head to the pegasus also. "I was wondering that as well. I assume it has something to do with spreading clouds, correct?"

"I'm glad you asked," said Gale as a smile spread across her lips, "and you're right, it's all about spreading clouds." She cleared her throat and tried to take a professorial stance, if said professor was currently flying though the sky while pushing three ponies in a balloon. "You know how weather is regulated in cities and towns, right?"

The three mares nodded. "Ya'll just have pegasuses fly around and put clouds up," said Applejack.

"There is more to it than that but you're essentially right, although in unicorn cities they tend to use magic to move the clouds, I mean it works and its efficient but..." Gale's voice trailed off into mumbling. After a moment she shook her head and smiled again. "Sorry, lost my train of thought. Anyway, clouds over towns and cities tend to be very tightly controlled and are hoof made for the town. But, when a forest or someplace far away from a town needs rain they call in the 'cloud seeders'." She raised her front legs as she said it and ran into the side of the basket. "Ooof, I'm not used to talking about this while pushing something. In cities and towns they have clouds made specifically for them from a cloud city like Cloudsdale, but for a big wilderness like this," she pointed her hoof this way and that, indicating the forest they floated over "it would take hundreds of pegasuses to do it by hoof and the sheer number of clouds we would need would take all of a cloud city's production."

Gentzo swooped down and hovered next to Gale. "Eeeeey Gale.."

She cut him off. "Welcome back Gentzo, I was just telling our friends about cloud seeding." Upon hearing the word 'friend' Pinkie let out a giggle.

The griffin waved a claw in dismissal. "Yeah, dat's great. We gots a problem eeey. Four and five are on hold but six is really unstable. Whoever made that core messed it up something baaad. It's already really strong and if we hold it then it'll go super cell fer sure."

Gale stared at the dark-feathered griffin for a moment. "Wow, that is bad." She thought for a moment then finally said "Ok, who's on four? Oh right, its Coldfront. Tell her to switch off with Stiff Breeze. He doesn't have any experience with an unstable core, and tell Breeze to come down here with you. We need to get these ponies to Backwoods Glenn quick, then we can take care of the storm."

Gentzo gave Gale a quick salute and rocketed back into the sky. Gale pushed against the basket even harder, propelling the balloon faster.

"What in tarnation was that about?" asked Applejack with a hint of worry creeping into her voice.

Gale didn't look up, she just kept pushing the balloon faster. "To spread clouds over a large area we use special concentrated clouds called 'storm cores.' Instead of moving a whole cloud we can just carry a 'storm core' and let the storm clouds grow behind us. That's what those weird lines of clouds you see in the sky are, the storm will spread out from those. Anyway, it sounds like core number six is unstable. Usually the cores are pretty solid and allow a nice line of storms to develop behind you but an unstable one is tricky; it can blow up into a really bad storm if you aren't careful with it."

Rarity held her hoof to her forehead. "Oh my. Will we be alright? Should we land somewhere and wait it out?"

"Don't you worry, we're gonna get you back to Backwoods Glenn. Search and rescue comes before cloud seeding."

Right as Gale finished saying it Gentzo swooped back down followed by a sky blue pegasus stallion. Both of them took up position next to Gale and began helping her push the balloon though the sky. The three passengers could feel the wind whipping around them from the high speed of the Cloud Dusters.

The ponies began to hear the gradually accelerating pitter-patter of rain drops on the canvas of the balloon as a stiff cross wind began to blow, causing the balloon to gently sway from side to side. Gale let go of the basket and moved up beside the balloon while the other pegaus and Gentzo tried to steady the basket as they flew.

Rarity looked up, trying to see what had caught Gale's attention. The storm still hung on the horizon, much larger than it had been, which was understandable considering they were flying towards it. Examining it more carefully, she saw there were 15 tendrils of clouds extended from the dark clouds on the horizon. They were spread out along the bases where they connected to the large mass of clouds on the horizon and each one tapered into a thin, mostly straight line where the pegasus must be pulling them. Two tendrils were being pushed to the side but the one next to them wasn't straight, it seemed to start out like the others but as it got closer to the tip, it began to zigzag and lightning was arcing between it and the other tendrils.

Gale swooped back down. "Hey Breeze, go back up and help Coldfront out. It looks like the contrail from number six is going bad."

The pegasus opened his mouth, but Gale interrupted him. "I know you're not experienced, but Coldfront knows how to deal with an unstable core like that. Listen to what she says. I'm betting she will have you help straighten the contrail behind her, but she will tell you what you'll be doing when you go up there."

Again, the pegasus opened his mouth and the barest squeak of a noise was emitted before Gale interrupted him again. "Well? What are you waiting for?" The pegasus rolled his eyes and took off into the sky.

"I am sorry that we are causing such difficulties for you both." Rarity said as she lay against the side of the basket.

"Eeeey, no problem," said Gentzo with a smile.

"Yeah, it's no trouble." Said Gale. "As I said before, search and rescue is our main duty before seeding and always comes first. It feels good to be able to help ponies out, instead of just making a storm."

"Ah understand that completely." Piped in Applejack.

The light pitter-patter of rain became a loud din as the storm opened up. "Looks like number six started early," mumbled Gale under her breath.

Rarity curled up next to Pinkie Pie and the pink pony held the white unicorn tightly to her. The sound of the rain on the canvas was soothing and Rarity felt her eyelids begin to droop. "I don't believe I managed to get any sleep last night, darling. Would you mind if I took a quick nap?"

Pinkie smiled and giggled at her. "Of course not, you go ahead and get some rest. Let mamma Pinkie look out for you." Applejack raised an eyebrow at the two of them.

"I do wish you wouldn't call yourself 'mamma'." Rarity closed her eyes and said. "It sounds peculiar." The last thing she heard before the darkness took her was another giggle from Pinkie.

Rarity was awoken by her head banging against something. She raised her hoof to her aching head and looked around, bleary eyed. She was still in the balloon basket, but it was being violently shaken. There was a loud and constant roar, and the spray of heavy rain had drenched her. She whimpered and could feel her previously luxurious mane sagging, completely soaked and limply hanging from her head. There was something soft and warm wrapped around her, she blinked and looked beside her. "Oh, hello Pinkie."

The pink pony smiled at her. "Hiya Rarity, did you have a good sleep?"

Rarity lightly poked her limp mane with her hoof as she replied. "I did, at least until this storm so rudely interrupted it."

"Sorry Rarity, the wind is blowing so hard..." A bolt of lightning cut her off and lit up the sky, followed closely by the crash of thunder. Rarity held on tightly to Pinkie. "It's ok Rarity, it's just some mean ol' thunder and lightning, nothing to be worried about."

"Speak fer yer self."

Rarity looked over and could see Applejack huddled up against Pinkie's other side. "Applejack?"

"AH AIN'T SCARED!" Shouted Applejack before another bolt of lightning caused her to jump and cling onto Pinkie tighter. "Okay okay, maybe a little bit." Another roar of thunder rumbled though the sky.

Rarity heard a yell behind her. "HOLD ON TIGHT!"

A huge gust of wind blew the basket almost sideways and the three mares clung to each other for dear life.

"DONT WORRY, WE'RE ALMOST THERE!" Gale yelled from behind them as the storm buffeted the balloon around.

"Ah don't know how ya stayed asleep through most of this, wish Ah coulda," said Applejack as she hugged Pinkie.

Gale and Gentzo's heads moved around to the sides of the balloon as they tried to stop it from swinging. Another flash of lightning lit up the sky and the three mares covered their ears from the boom of thunder that came shortly after.

Gentzo pointed a talon ahead of them. "EEEEY, THEEEERE IT ISSSS."

"GOOD EYE!" Gale looked into the basket at the three passengers. "WE'RE TAKING IT DOWN NOW. BE READY TO DEFLATE THIS THING AS SOON AS YOU TOUCH DOWN. DON'T WANT THIS WIND BLOWING YOU AWAY AGAIN!"

Pinkie nodded at Gale and squeezed out from between Applejack and Rarity. She stood up with her front legs holding herself steady as she tried to grab the rip cord in her mouth. After several tries she managed to catch it then quickly waved to Gale before holding herself steady again.

Rarity couldn't tell if the balloon was descending or not. The sheets of rain obscured everything around them. She suddenly felt a jolt and the basket finally stopped moving.

"OK, WE'RE DOWN!" Shouted Gale over the roar of the rain and wind. Gentzo landed with the basket but Gale continued to hover as she held it down.

Pinkie pulled on the cord and the balloon rapidly deflated. Rarity and Applejack leapt out of the basket followed closely by Pinkie, dodging the rapidly descending soaked canvas.

Gentzo gave the ponies a quick salute and shouted. "GOOD LUCK GETTING HOME EEEEY." Then he took off into the cloudy sky.

Gale lingered a bit longer. She leaned forwards so they could hear her without her having to yell. "It was nice meeting you all, have safe travels." With one strong flap of her huge wings she rocketed into the clouds after Gentzo.

The three ponies watched the sky for a moment before Rarity shrieked. "THE DRESSES!" and dove back into the basket. She quickly jumped back out as the balloon collapsed into the basket, a pile of dresses and a white box hovering behind her. She ran to a nearby building with a large awning over the entrance, Pinkie and Applejack galloping behind her .

The building appeared to be some sort of shop, but the windows were covered in thick droplets of water from the heavy rain and Rarity couldn't see inside. "I suppose I should be glad I can't see myself in the window." She flipped her limp, dripping mane with her hoof. "I must look simply horrible right now." A shiver shook her body at the thought of her appearance.

"Aww cmon Rarity, I like your mane all wet," Pinkie said as she patted Rarity's back with her hoof.

Rarity jumped back and shrieked. "Careful Pinkie! I'm sure your hooves are muddy."

Pinkie just giggled then pounced on Rarity resulting in another shriek from her and a long string of complaining that was muffled by Pinkie as she kissed Rarity.

"Hey Girls... GIRLS!"

Pinkie and Rarity stopped struggling and looked up at the orange earth pony.

"Ah think the train's still here."

Rarity and Pinkie both looked at where her hoof was pointing. Making out anything in a downpour like this was difficult. The buildings across the street were almost completely obscured by a sheet of white. "Are you sure?" Rarity asked.

"Ah think so. Pretty sure that buildin' over there is the ticket station and," she squinted her eyes, "Ah reckon I can see that weird tube shaped train next ta it."

With a look of trepidation, Rarity examined the storm just beyond the awning. At the very least she couldn't get any wetter than she already was, plus the rain would wash off any mud Pinkie had left on her. "Alright, let's run to the ticket station. At least the lightning seems to have stopped." She dug her hooves into the ground, ready to sprint as fast as she could to the station. To her left was Applejack, casually standing and waiting for Rarity to go. Behind her a pile of dresses and a white box floated. And on her right was Pinkie, who had her front end lowered to the ground and her rear sticking into the air, wiggling as she awaited the impending race. Rarity could only roll her eyes at her ridiculous yet oddly charming display.

The three of them galloped though the torrent of rain, fat droplets pelting them as they sped forward. Pinkie hopped ahead of Rarity and Applejack. "Looklooklook, you're right, Applejack, it's right there."

As they got closer Rarity could make out the odd cylindrical train Applejack had been talking about. "Are you certain that is a train?"

"Sure as hay is, we rode it here after all." Applejack's voice had a certain lightness in it that Rarity hadn't heard from her since Rarity had last seen her working on her farm.

They skidded to a halt in front of a ticket window, a small over hang keeping the area around the booth dry. Rarity could see a light brown earth pony stallion sitting with his head resting on his front legs, lazily looking out at the rain through half lidded eyes. He looked like he was about to fall asleep.

Rarity reared up and slammed her front hooves on the counter with a loud bang, startling the brown pony and causing him to almost fall out of his chair. "We need three tickets to Canterlot," she said with a flick of her mane, causing it to hang behind her ear instead of covering her face.

The brown pony steadied himself then looked up at Rarity. "Uhhhh I don't think we have anymore tickets."

"WHAT! But we simply must return to Canterlot."

"Sorry, but the last ticket is uhhhhhh, reserved."

Pinkie hopped up next to Rarity. "Hiya again, are you suuuuuure we can't have that ticket? You said it was for Rarity and this is Rarity." She picked up Rarity and held her in front of the ticket window.

"EEEEEEEK, PINKIE!" squealed Rarity.

"Uhhh oh yeah..." He paused and looked Rarity up and down. "Are you sure you're Rarity?" He looked back at Pinkie. "I thought you said she was beautiful?"

The thick glass of the ticket booth managed to stop Rarity's horn just short of the ticket pony. "You are very lucky this glass is here, uuuhhhhhhh." She struggled to free herself. "Pinkie, a little help please."

Pinkie giggled. "Okey dokey loki." She pulled hard till Rarity's horn finally came loose and they both cart wheeled together into the mud, resulting in another shriek from Rarity.

While Pinkie and Rarity recovered, Applejack stepped up to the counter and smiled at the cowering ticket clerk. "Ya might wanna give me her ticket. She's had a rough coupla days an' you managed to say just the wrong thing at the wrong time."

The ticket pony, still shaking, retrieved Rarity's ticket and gave it to Applejack without a word.

"Thank ya kindly. Oh, also can ya make sure these get to their rightful owners?" Applejack picked up the pile of dresses from beside the booth where Rarity had set them and put them onto the counter. "We got these from the site of the hydra attack on the caravan and it would be mighty kind of ya to see they got back to their owners." She looked behind her at the white unicorn, who was now covered in mud, and still struggling to untangle herself from Pinkie. Rarity rose to her hooves and glared daggers at the ticket pony. "Plus if they didn't find their way home then Rarity would be mighty sore. And we wouldn't want that," she smiled at the ticket pony, "would we?"

The ticket pony tried to duck down to escape Rarity's gaze. "Uhhh yeahyeahyeah, we don't want Rarity to be sore." He reached out from the hole at the bottom of the glass and pulled the dresses in with him. "I'll uhh, make sure these get to Spokes. He'll know where they go. Anything to make sure, uuhhh, Rarity is happy." The brown ticket pony gave Applejack a nervous grin then ducked down behind the counter as Rarity came trotting up, still covered in mud and with a look of pandemonium in her eyes.

Applejack headed her off. "Easy there sug, Ah got yer ticket, lets jus' git on the train and go home." She held up the ticket to Rarity.

"Fine," huffed Rarity and took the ticket with her magic. She spun on her hoof and trotted towards the train, ignoring the heavy rain pelting her.

Pinkie hopped up next to Rarity. "So we get to go back on the train? We get to go home?"

Rarity nudged her as she walked to the train. "Yes Pinkie, we get to go home."

"YAAAAAAAAAAAAAAAAYYYYYYYYY!" Squealed Pinkie. "I'll go get my balloon." She was about to race off before Rarity grabbed her tail using her magic.

"Be a dear and bring me my bag, would you? I left it in the basket."

Pinkie saluted and sped off into the storm.

Rarity shook her head. "I hope she can find her way back." She looked up into the sky and let the rain cascade over her. She took a deep breath and slowly let it out as she felt the mud wash away. Applejack came up beside her with a white box on her back.

"Ya fergot yer cake."

Rarity opened her eyes and looked at Applejack, the earth pony had a stern expression across her face. "Thank you, darling."

"Ya really shouldn't have done that ta the ticket pony."

Rarity sighed. "I know." She flicked her head, flipping her main back. "He just.... raghhh, he said the wrong thing at the wrong time. I don't need to be reminded that I look horrible." She and Applejack slowed as they reached the side of the train.

"Ah ain't gonna say he wasn't rude but ya could'ave really hurt somepony." Applejack's expression softened. "Jus' be more careful in the future, sug."

"I will, thank you, Applejack."

Rarity knocked on the door to the passenger car. It slid open, revealing an annoyed looking peach colored mare wearing a blue conductor's hat. She glared at the two ponies standing out in the rain in front of her. "Please tell me you're Rarity?"

Rarity nodded and presented her ticket. "Yes I am."

The mare gave a relieved sigh. "Finaly, we've been waiting for you for hours." She took the ticket and pulled out a hole punch and punched a hole in the ticket then gave it back to Rarity, who took it with her magic. "I don't know why they put a hold on your ticket, I didn't even know we still did that. You must be a very important pony." The mare looked at Applejack. "Ticket?"

Rarity stepped forward. "She's with me."

"But she has to have a... actually never mind, you have your own cabin, if you want to share it that's fine. I don't want to hold up the train any longer." She stepped back to let the ponies onto the train. "All aboard," she said with a smile.

"One moment, we are waiting for somepony."

The conductor visibly sagged as soon as Rarity said it and began hitting her head on the doorway. "Never *bang* going *bang* to *bang* get *bang* home *bang*"

"Easy there sug," said Applejack. "She'll be here any minute now... An there she is."

As Rarity and the conductor followed Applejack's gaze and through the pouring rain, they could make out a pink pony shape pushing something onto one of the train cars further down. Rarity waved her hoof and called out. "Pinkieeeeeee over here." It was unlikely that Pinkie would hear her, but she felt the gesture was important. As soon as she put her hoof down the pink pony galloped over.

Pinkie's normally poofy mane was plastered against her neck and she was carrying a mauve bag in her mouth. Which she brought to Rarity who took it with her magic and hovered it beside herself. "Okey dokie, the balloon is loaded into the train."

"Thank you, darling, would you be a dear and carry this for me?" asked Rarity and she levitated the white box into Pinkie's back then turned to the conductor. "Shall we?"

The conductor grinned. "Finally! All aboard!"

Applejack stepped inside followed by Rarity and Pinkie. As soon as Pinkie got out of the rain she shook her self off, spraying everything and everypony around her with water.

"ACK, PINKIE!"

"Oooops, sorry Rarity."

Rarity huffed and she set down her bag. The light blue glow of her magic enveloped her. Her wet coat was quickly dryed with a *ffffttttzzzzz*. "There we go, much better." She looked at the conductor. "Lead on please."

The conductor led them through a car full of passengers most of which were stallions that looked angry, annoyed or just plain tired. As they were walking through they could hear murmurs from them.

"About time."

"I hope these are the ones we're waiting for."

"What makes them so special?"

They passed through a door at the far end of the car leading to a narrow hallway with doors on one side. "What was those ponies' problems?" asked Applejack.

"They're mostly railway workers on the way back home to Canterlot or wherever. They've been waiting for the train to leave since about noon." The conductor stopped in front of a door at the end of the hallway. "And here we are."

The cabin was surprisingly roomy, with wall to wall plush mauve carpet. On one side was a bed big enough for two ponies and on the other was a rectangular table in front of a long sofa that wrapped along one side of the room. There were paintings of the Princesses and other important looking ponies that Rarity was ashamed to realize she didn't know. Well, aside from a certain handsome, white, smirking unicorn stallion, who also just happened to be the most ill-mannered pony she ever had the misfortune of meeting. She made a quick mental note to cover that painting with something. At the back of the cabin, just over the sofa, was a large window that would have allowed for a spectacular view on a less stormy day. "Oh my, Lady Amethyst said I would have a lovely cabin, but I hardly expected this. I did not even realize trains had cabins as luxurious as this."

"Yes, this is the princess suite. This is the first train to have one," she puffed her chest out with pride. "I think the idea is to get some of the wealthy ponies who refuse to ride in anything, but an airship back on trains." The conductor shrugged and tipped her hat. "I hope you three have a pleasant trip. Now I must see to the train." With that she closed the door and left the three mares alone in their cabin.

From inside the luxurious cabin they could barely even hear the rain as it continued to hammer the town.

"Ah don't like it, feels like a room for Princess Celestia." Applejack said as she looked around the room.

Rarity trotted forward and shook her limp mane. "I'll admit, it does seem like a bit much, but at least there is more than enough room for all three of us." She placed her bag on the table and used her magic to open it and levitate out a brush and some mane products. "Now, I simply must fix my mane."

Pinkie put the box of cake next to the sofa then hopped up onto it. "Awww, c'mon Rarity. I like your mane down." She batted her eye lashes at the unicorn and gave her the biggest Pinkie puppy dog eyes she could.

Rarity rolled her eyes. "Yes yes yes, I know you like it but I have not felt fabulous in days. I simply must rectify that." She started working on her mane, carefully brushing her long hair.

Applejack sat on the sofa under the window. "Pinkie's right, sug. Yer mane does look mighty purdy down like that."

A train whistle interrupted their conversation. As soon as the sound of the whistle died down, the train lurched forward and slowly began to pick up speed. Applejack turned to look out of the window, Rarity continued working on her mane, but she stepped closer to the window and watched as the droplets of water began to blow sideways across the glass. The rain-hidden buildings of the village rushed past them as the train passed the wall surrounding the small town.

A loud bang shook the floor and almost caused Rarity to fall over.

Applejack looked out the window. "That wasn't thunder, was it? Ah didn't see no lightning." As soon as she had finished saying it an enormous roar filled the air.

Something wicked this way comes

The train lurched to the side, knocking Pinkie and Applejack off the sofa. Applejack pushed herself up against the sofa. "What in tarnation was that?"

Rarity reached down to help Pinkie up. "Did the train derail?"

Pinkie hopped to the window. "Nope, we're still movi-"

All three were flung forward as the train suddenly stopped. They landed in a heap at the front of the cabin. As they struggled to untangle themselves and get back on their hooves, another roar echoed though the train. "Did we just stop?" asked Rarity.

Pinkie leapt up and rushed to the window. "Nooo we're still moving but really really slow."

Applejack grabbed her hat and flipped it back on her head. "Somethin's up, c'mon girls." She ran to the door followed closely by Rarity and Pinkie. Applejack flung the door open just in time to see the conductor and a dark brown stallion gallop past.

The conductor was stopped in her tracks when an aqua glow engulfed her tail. She struggled for a moment before she realized she was being held by magic and she looked angrily back at the three mares as they stepped out of the cabin. "LET ME GO!" she yelled, tugging at the magic gripping her.

"Not till ya tell us what's goin' on around here," said Applejack as she stepped over to the peach colored mare.

The conductor grunted and made one last tug against the magic holding her. "Something is attacking the train, it's grabbed one of the flatbed cars or something. I can't tell what it is in this rain, but it's big." Another roar echoed though the air around them. "And loud. We gotta get it off the train so LET ME GO!" she strained again against the magic.

Rarity released the conductor who rolled forwards till she hit the door. Pinkie and Applejack ran forwards followed closely by Rarity.

The conductor gave them an upside down glare then rolled over onto her haunches.

"Are you ok?" asked Pinkie as the three of them reached her.

The conductor grumbled something and straightened her hat as she got to her hooves then rushed out the door with one final angry glare at them. After a moment's hesitation they followed her.

The seats in the next car were still mostly full of ponies, but this time almost all of them were looking to the back of the train with varying expressions of fear. A group of braver ponies was huddled up next to the door looking out the window. The brown stallion who had been running with the conductor was trying to push his way through the crowd, without much luck. The conductor reached him and it looked to Rarity like she was about to yell something when the train shuddered again and another roar cut though the air, causing all the ponies around the door to duck down then slowly stand up again.

Applejack was the first to reach them. "MAKE WAY!" she hollered and bulldozed her way through the crowd as ponies scrambled to get out of her way. She skidded to a stop at the door and reared up to look out the window. The conductor and the brown pony used this opportunity to move up though the crowd and peered out the window beside Applejack.

"Can you see anything?" asked Rarity as she and Pinkie came up behind.

Applejack squinted, trying to see though the pouring rain. "Ah can't make it out, but it looks dang big."

"I don't care how big it is, we have to get it off the train," said the conductor before she turned around to face the crowd of ponies in the car. "Alright," she shouted and the noise in the car settled down. "There's something out there attacking the train, can't see what it is but we gotta get it off, I don't think me and Amcan," she pointed her hoof to herself and the brown stallion beside her, "can do it ourselves so we need volunteers to help. Any takers?" she asked and turned her head back and forth, scanning the crowd of ponies.

Applejack pointed at herself and her friends. "We'll go."

Pinkie hopped up next to her. "Yeah, that mean monster won't stand a chance against us," she put her foreleg around Rarity. "Isn't that right Rarity?"

Rarity sighed and flipped her main out of her eyes. "If we must. I suppose I cannot end up looking any worse than I already do."

Several ponies from the crowd stepped forward shortly after. In the end they had a group made up of Applejack, Rarity, Pinkie Pie, the conductor, the dark brown stallion the conductor called Amcan, three other earth pony stallions and a unicorn mare. They all stepped out of the rear door into the pouring rain.

There were two cargo flatbed cars being hauled behind the passenger cars. The first flatbed was clear aside from Pinkie's balloon, which was tied-down at the back of it. Through the rain Rarity could make out a huge form by the second car. "Hydra..." The words were barely a whisper as they escaped her lips. "HYDRA!" she yelled, making sure everypony knew what they were dealing with.

"Yer kiddin', another one?" asked Applejack as she turned to Rarity.

Some of the ponies hesitated upon hearing Rarity's shout but the conductor pressed forwards. "Well I don't care what it is, we've gotta get it away from the train."

The group of ponies followed her confident stride. When they reached the balloon they could see the hydra chasing the train. Two of its heads were locked onto the rear flatbed car and the other four appeared to be glaring at it.

"Okay-" the conductor started when the hydra's four free heads lunged forwards and all grabbed whatever part of the flatbed they could. The conductor's jaw dropped as it struggled to lift the car up and managed to get the rear wheels off the track before it had to release it. The rear of the flatbed car slammed back onto the track with a loud clang and the whole train shook. The impact knocked several of the group off their hooves. The train began to pull away from the hydra, but just before it got out of reach two heads lunged forward and bit back down onto the rear of the flatbed.

Applejack spoke up, "Ah reckon if we can get that varmint to let go of the train and keep it busy for a bit, we can git away." She reached up to the basket and tugged her rope loose from around the fan.

"Think she's right," said Amcan, he turned to the assembled ponies, "you earth ponies can help me knock those heads off the train." He turned to the two unicorns. "Can any of you use any magic that can help?

Rarity shook her head, "Unfortunately I don't think so and I don't see anything I can hurl at the beast."

The other unicorn mare reluctantly nodded. "I can make small magic shields. That might help, right?" she looked hopefully at Amcan.

"Good, then-"

A roar cut though the air and all the ponies looked up to see the hydra staring at them with twelve pairs of angry eyes.

"We ain't gotta lotta time here," Applejack looked between her friends. "Pinkie and Rarity come with me, you too conductor. We're gonna try and kick that left head off the train." She looked at the stallions. "You boys try an' knock off the other head. Ya can shield us, right?" she asked the unicorn.

"Uhh, well I don't thin... uhh yeah, yeah I can protect everypony," the mare hastily nodded.

"Atta girl. C'MON EVERYPONY!" shouted Applejack, 'LETS GO!" She charged ahead followed by Pinkie, the conductor and Rarity. The other group charged beside them. As they all jumped from one flatbed to the other they split up.

Rarity watched two pairs of eyes tracking her group. Ahead of her she could see Applejack tense up as she prepared her attack on the head chewing the left side of the flatbed car. As they got closer, one of the heads watching the other group suddenly turned and three hydra heads lunged towards Rarity's group. She was about to dive to the side when two glowing pink walls appeared in front of them. All three heads slammed into them and quickly pulled back in pain as the walls faded. Rarity glanced behind her and saw the other unicorn giving her a smile. There was a loud crash beside her as the other hydra head impacted the flatbed car. Two of the stallions just managed to jump out of the way.

A shout from Applejack turned Rarity's focus back to the task at hoof. "EVERYPONY BUCK AT THE COUNT OF THREE!"

"ONE!"

Rarity spun herself around. Beside her the conductor and Applejack did the same.

"TWO!"

Pinkie hopped up beside her, rearing up on her front legs like Rarity was. She grinned at the white unicorn. Above them, the three recently deflected hydra heads shook themselves to regain their bearings.

"THREE!"

Rarity kicked with all her strength. Four pairs of back hooves impacted the hydra's head at once. The flatbed car shook beneath her as the head was pushed back, its teeth leaving deep gouges in the surface till it finally opened its mouth and shot into the air, letting out a howl of pain.

Another roar sounded, letting them know the other head had released its grip. The flatbed jerked forwards as the weight of the hydra was suddenly released and it began to pick up speed.

All the ponies let out a triumphant cheer that was cut short as another hydra head darted forward and managed to just catch the back of the car. They were thrown off their hooves as the train was suddenly slowed again. The hydra was running behind the train to avoid being pulled over by it. The other three heads recovered from the shock of ramming the shield; they all lunged forward and grabbed the rear of the flatbed. The train slowed more while the two kicked heads waved around above the monster.

The ponies struggled back onto their hooves. "Dang it!" Applejack threw her hat on the ground. "What's with this varmint!? The dang thing just won't give up." She squared up her shoulders. "Okay, teams on each head, LETS GO!" She barely gave everypony time to get ready before charging again. They got about halfway down the flatbed before the hydra shook the car again, causing them to fall over each other and land in a heap.

Before they could get back up the hydra began scooting its heads up the side of the flatbed. "What on earth is it doing?" Rarity asked no pony in particular, as they all stood up.

"I don't know but I don't like it," spoke up the conductor, "let's just get it..." The words died in her throat as the hydra began to drag its huge body onto the back of the flatbed.

Amcan recovered first. "The rear flatbed, lets disconnect it. EVERYPONY TO THE NEXT CAR!"

They all scrambled to the other car as the hydra managed to stand up. The conductor and the brown stallion worked between the cars for a moment before the train jerked forwards and began pulling ahead of the rear flatbed car. They had all reached the balloon in the middle of the front flatbed car when Pinkie stopped.

"Applejack! Your hat!." She turned around and leapt over the growing divide between the cars and galloped towards the brown Stetson laying perilously close to the now standing hydra. Its heads tracked the pink pony, ready to strike.

"PINKIE!" shrieked Rarity as the hydra charged towards her special somepony. Pinkie Pie grabbed Applejack's hat in her mouth and bolted back to the second flatbed car. Rarity's horn glowed and she reached out for anything she could grab with her magic. Without thinking she grabbed a hold of a sheet of fabric. She ripped the fabric from whatever it was attached to and flung it at the hydra just as its heads dove down towards Pinkie. Before they could bite her, the colorful canvas of the balloon wrapped itself around the three heads that had lunged at the pink pony. Pinkie used the confusion to gallop with all her might back to the forward flatbed car. The gap was even wider now as the rear car began to slow down.

As Pinkie's hooves left the rear car, Rarity could see she wouldn't make the jump. She raced to the rear of the flatbed and reached out with her magic, but Pinkie was just too far to grab. Before she fell between the cars, Pinkie pulled her party cannon from behind her, pointed it at the ground and was propelled forward by an explosion of confetti and streamers. Narrowly dodging a charging hydra head that slammed into the cannon as it fell onto the tracks and got stuck under the flatbed car. "IT'S BACK!" Pinkie squealed before crashing into Rarity. They tumbled end over end until they slammed into the side of the basket.

The hydra's two free heads let out one last roar as the train sped away from it. The ponies let out a triumphant cry.

Applejack walked around the basket while the rest of the group jumped up and down, slapping each other on the back and congratulating themselves for saving the train. Rarity and Pinkie were still lying where they had landed, Applejack's hat covering their heads. She leaned down, grabbed her Stetson from them and flipped it onto her head. "Thanks Pinkie but ya shouldn't have done..." she stopped when she saw the two of them deeply kissing. One by one the other ponies of the group poked their heads around the basket to see what had caught Applejack's attention.

The other unicorn's giggling snapped Applejack back to the present. She turned and addressed the rest of their group. "Okay everypony, shows over. Let's give em some privacy and git out of this rain. The rest of the group grumbled but complied as Applejack pushed them back into the passenger car. When they got back in they were greeted with cheers from the rest of the ponies in the car. The dark orange mare who had provided snacks for Applejack the day before stood next to a cart at the door and was giving towels to everypony who had gone out. The rest of their group went back to their seats amidst a sea of adulation from the other passengers.

"Well that was crazy," the conductor turned to Applejack and smiled. "Great job out there."

Applejack smiled back and raised her hoof. "You too sug."

The conductor hoof bumped her and trotted up the aisle towards the front of the train. Applejack rubbed the towel over herself and her hat then sat down beside the door to wait for her friends. A short time later, a sopping wet but smiling Rarity trotted in, carrying a just as wet, but sleeping Pinkie on her back.

Rarity cleared her throat and looked slightly embarrassed. "Terribly sorry to have kept you waiting, darling."

Applejack stood up. "No worries. Tired her out did ya?." She said then held out a pair of towels to them. "Here ya go."

Rarity ignored the remark but a light blush crossed her cheeks. A light blue glow enveloped the towels as she levitated one of them onto Pinkie's back and used the other one to quickly dry her mane. "Thank you darling. Shall we?"

Applejack nodded and the two of them trotted back to their cabin. After they entered the room Applejack laid down on the sofa while Rarity levitated Pinkie in the air, softly drying her off with the towel.

"Why don't ya just use yer magic?" Applejack asked quietly.

Rarity kept her eyes on Pinkie as the towel moved gently over every nook and cranny. "The clean spell can cause split ends. I prefer not to use if it I do not have to." She finished drying Pinkie then gently placed her on the middle of the bed, where she curled up in a ball. Rarity removed her necklace and put it on the nightstand then quickly dried herself and crawled up onto the bed. As soon as Rarity came near Pinkie, the pink pony uncurled herself and leapt at the unicorn. "Waahahaaaa," shrieked Rarity as Pinkie wrapped herself around Rarity's body, still fast asleep. Rarity sighed and looked down at Pinkie "I do wish you wouldn't do that dear."

Applejack took off her hat and set it on the back of the sofa. "What'd she do?"

"She has a habit pouncing on me when I think she's asleep. You would think I would be used to it by now," Rarity leaned down and softly kissed Pinkie's forehead, a big smile spread across Pinkie's face. "I suppose that's one of the things that I love about her. It is simply impossible to know what will happen when she's around."

"Still seems a might strange that ya'll are together. Ah mean ya'll just seem like opposites, ya know?"

Rarity gave Applejack a sultry look and flicked her mane. "Darling, haven't you heard that opposites attract?" She let out a quick laugh then looked down at the pony sleeping against her and a smile crept along her lips. "In all seriousness, we aren't quite as much of opposites as we seem. We are both artists despite working in different mediums, we both enjoy parties despite preferring different kinds and we both want to bring happiness to everypony, just in our own ways."

Applejack rubbed her chin with her hoof. "Suppose ya'll do have more in common then Ah thought, but that ain't what I meant, sug. Ah mean Pinkie likes ta make messes and yer pretty," she thought for a moment before finally settling on "anti-mess."

Rarity giggled softly and stroked Pinkie's cheek with her hoof before responding. "Believe me darling, we had difficulty overcoming that when we began to see each other romantically. However, it did not take long for her to understand my discomfort and for me to become a bit more accepting of her messiness."

"Then what was all that with ya-" Applejack waved her hoof in a circle as she thought for a moment. "Freakin' out on Pinkie like that, when we found ya in the forest?"

Rarity frowned and looked down at her special somepony, lightly stroking her coat. "I said I'm getting better, but I still have... difficulty when somepony important sees me at less than my best."

"So Pinkie being the one that saw ya-"

"Yes, I am afraid I over-reacted a little."

Applejack chuckled, "A little? Ya freaked out more than Pinkie did when ya didn't come home."

"Oh dear. I do hope she wasn't too distraught. I asked Hoity Toity to send her a letter before I left for Prancington so she wouldn't worry."

Applejack shook her head. "Ah'm afraid he fergot to send that. We only found out ya went someplace else when we got a letter from Hoity Toity asking bout yer trip."

"Oh my." Rarity leaned down and nuzzled Pinkie's neck lightly. "The poor dear must have been beside herself."

"Ya don't know the half of it. One day Ah found her..." Applejack paused for a moment. "Ok, now Ah ain't sure Ah should be tellin' ya this, but yer her special somepony so ya outta know 'bout it. Did Pinkie ever tell ya 'bout her imaginary friends?"

Rarity shook her head.

"Well, when she gets real sad, they apparently come out and try an' make her happy again. When ya disappeared they were tellin' her that ya weren't coming back or ya didn't love her or some nonsense like that. The really weird thing is that they would kinda appear around her."

Rarity cocked her head. "What do you mean?"

"Well, before we left yer boutique she had a pile of rocks, a bucket of turnips, a sack of flour, and a ball of lint."

"A ball of lint?"

Applejack shrugged. "Got me, but Pinkie was movin' them around and making voices for em all. She looked pretty crazy doin' it."

Rarity frowned at Applejack, "Do not call her crazy. I know she can be a bit... eccentric but do not call her crazy."

"Ok ok, Ah apologize. Mah point is that she was actin' really weird and ya oughta talk to her 'bout it or somethin'."

Rarity relaxed. "I suppose you're right. It does sound like she might have gone a bit far."

Applejack nodded. "Might be for her best, sug."

The two sat in silence for a moment. Rarity looked out the window, the heavy rain had become a light drizzle and she could see a dark blue sky between the gaps in the clouds. "Is it night already?" Asked Rarity.

Applejack looked out the window. "Looks like the sun might be settin'." She let out a yawn. "Kinda feels like it too. Ah'm gonna turn in."

"Would you like to join us on the bed?" Rarity patted the bed beside her.

Applejack shook her head. "Nah. Don't feel right sharing a bed with ya'll two love birds."

"Alright darling, but if you change your mind there is more than enough bed for you."

"Thanks fer the offer, but Ah'm fine here," replied Applejack as she reached up to her hat, pulling it down onto her head. The last thing she saw before the brim covered her eyes was Rarity turning to look out the window.

Applejack shut her eyes tightly as sunlight attempted to force its way through her eyelids. A soft humming trickled into her ears, finally causing her to open her eyes and tip up the brim of her hat. She squinted and could see familiar hills "Must be gettin' close to Canterlot," she mumbled to herself before her attention was drawn back to the humming coming from the other side of the cabin.

On the bed Pinkie was softly humming while holding Rarity's head in her lap. Applejack watched as the pink pony softly drew a brush she had acquired somewhere through Rarity's long mane.

"Does Rarity know yer touching her mane?" asked Applejack with a raised eyebrow.

Pinkie softly giggled and nodded. "Yeppers," she said quietly. "But don't tell anypony, she is very selective about who touches her mane and if everypony knew how wonderfully silky smooth it was then they would want to brush it also."

"Err, if ya say so Pinkie," said Applejack while Pinkie finished the tips of Rarity's mane. Last night when Applejack had seen her, Rarity's mane hung limp from the rain, but now it looked coifed to perfection.

Pinkie set down the brush and leaned back to examine her work. "Hmmmmm, PERFECT!" she exclaimed.

"Hold on, ya mean yer the one who styled her mane?"

Pinkie giggled again and nodded. "Yepperuny, I taught myself how, since I know how much Rarity loves her mane to look perfect." Pinkie leaned down and nuzzled Rarity's cheek. "Wakeup my shining diamond," she sang softly.

After a moment Rarity began to stir, she slowly cracked an eye and a wide smile formed on her lips as she looked up at the pony hovering over her. "Goodmorning my frisky spinel." She leaned up and Pinkie leaned down, their lips meeting. Rarity reached up with her front hooves and wrapped them around Pinkie's neck as the kiss deepened.

Applejack felt her cheeks heating up and she loudly cleared her throat. "AHEM!"

Rarity jerked up and her head knocked into Pinkie's with a loud thwack. Knocking the pink pony off of her and her head back to the pillow. "ACK Applejack what are you..." her voice trailed off as she realize where she was then she remembered Pinkie and leapt out of the covers and over to her special somepony. "PINKIE!"

Pinkie sat on the side of the bed in a daze for a moment then she suddenly shook her head and grinned at Rarity. "Hiya Rarity, did you sleep well?"

Rarity scooted over to Pinkie and pulled her into a hug. She glanced over at Applejack. "I am terribly sorry, Applejack. For a moment I forgot we weren't alone, in my boutique."

Applejack waved her hoof. "No problem sug, Ah'm sorry fer startlin' ya. Jus' didn't want ya'll going nuts with me here."

"I'm sorry too," sang Pinkie as she jumped up and down on the bed.

Rarity grabbed Pinkie in her magic and held her down on the bed. "What are you sorry for darling?"

Pinkie struggled lightly against Rarity's magic. "What? I have to be sorry for something? I can't just be sorry because?" Rarity giggled demurely and Applejack rolled her eyes.

A call from the hallway grabbed their attention. "We will be arriving in Canterlot soon. Please be ready to disembark."

"Oh my, this train does move fast." Rarity could see lush green trees with specks of red in the distance. "I do believe I can see Sweet Apple Acers in the distance."

Applejack rushed to the window. "Ah'm almost home." She smiled to herself.

Author's Note

Well this took an annoyingly long time to write. Sorry for the wait, I just ended up having such bad writers block when I was trying to write this chapter, I knew what I wanted to do but nothing I wrote came out right, I'm still not that happy with it. If you see any errors please let me know. This chapter was originally going to be much longer but my editor mentioned this seemed like a good stopping point so instead of one long end chapter, its going to be split into two.

I also finshed editing the earlier chapters of the story so those should all read better now, plus I changed a few things in them, mostly just character descriptions and such. Anyway, thanks for sticking with me this long, I hope you enjoy.

I need to have a party

The train slowed as it approached Canterlot, passing through several tunnels as it wound its way up the mountain-side. The three mares watched rows of houses and shops spread out before them as the train exited the last of the tunnels and pulled into the station. They exhaled a collective sigh of relief when it finally ground to a halt.

Rarity slipped her necklace on and the aqua glow of her magic surrounded her mauve bag as she levitated it behind her. Pinkie Pie bit the string wrapped around the white box containing the last surviving cake she made especially for Rarity. With a flick of her neck, tossed it over her head to land perfectly on her back. Applejack adjusted her hat and trotted out of the cabin, followed closely by Pinkie. Rarity took one last look around the room before falling in step behind them. Someday, she thought to herself, I will be successful enough so that rooms like this to be the norm, I could even have extra's for Pinkie to destroy when she has one of her more rambunctious parties.

The three of them stepped off of the train. Pinkie trotted straight to the flatbed car to retrieve her hot air balloon. Rarity stood by Applejack. "So when does the train to Ponyville arrive?" she asked as she looked around the station. The only train she saw was the high speed one they had arrived on.

Applejack chuckled. "We didn't take a train. Pinkie flew us in her balloon."

Rarity's ears drooped and her magic suddenly released the bag she had been carrying. It fell to the ground with a plop. "Oh dear," she muttered under her breath.

Applejack looked over at her and raised an eyebrow. "What's wrong?"

Before Rarity could respond their attention was drawn to a scrapping sound as Pinkie dragged the basket over to them. "mmmhmmmmmmmffff mfmffmmmmmm MMMMFFMFMFFFFF!" she yelled.

"Take tha dang handle outta yer mouth fore ya try and talk, Pinkie."

Pinkie let go of the handle and hopped in front of her friends. "The balloon is missing! It's not in the basket! That mean ol' hydra must have stolen it to sell at the monster market... for profit!"

Applejack galloped over to the basket and looked in it. Sure enough, it was empty.

"The hydra didn't steal the balloon." Rarity shuffled nervously. "Sorry darlings, but I may have grabbed it and thrown it at the beast when it dared to try and harm my Pinkie Pie."

"Aww, that's ok Rarity," Pinkie said as she hopped over to Rarity and nuzzled her. "If that meanie-pants hydra was going to get my balloon then I'm glad it was you who gave it to her."

Rarity nuzzled back before something stopped her. "Her?"

"Oh yeah, that was totally a mean momma hydra."

"How in the world could you tell?"

"The shape of the horns is a dead giveaway."

"But how could you see anything in that downpour?"

Applejack pushed her way between the two of them. "Yeah yeah, that's all fine an' dandy, but we still got a problem. We're stuck in Canterlot with no hot air balloon to take home."

"That's no problem, Applejack," said Rarity as she flicked her mane with her hoof. "We just need to find out when the next train to Ponyville arrives." She trotted over to the ticket booth. "Hello my good sir," she said with a soft knock on the counter to catch the ticket master's attention. "Can you tell me when the next train to Ponyville will arrive?" She gave the colt a winning smile and batted her eyelashes.

The colt stood slack jawed for a moment and Rarity could swear she saw hearts fluttering around his head. Perhaps she had overdone it a smidge. The colt shook his head then dove under the counter and soon emerged with a scroll in his mouth, he unrolled it. "T-the next train should be here in a couple days. But in the mean-time m-maybe we cou-"

"Thank you for telling me," sighed Rarity then she walked dejectedly back to her friends. "I'm afraid we might be stuck here for a few days."

Applejack groaned and tugged on her hat. "Dang it! What do ya mean stuck? Ah gotta git back ta the farm."

"It would appear the next train to Ponyville won't arrive for two days," said Rarity as she fussed with on her mane.

Applejack growled again and threw her hat onto the ground. She looked up at Rarity with a glare, but before she could say anything Pinkie hopped up beside her and put her leg around Applejack's neck, pulling Applejack in close.

"Don't you worry your little hat about it, Applejack. Look." Pinkie pointed to a nearby store, the sign above the doorway said 'Balloons and Barrels'. "I'll just buy a new balloon there and we'll be back in Ponyville before you know it." With that she darted into the building, leaving Applejack and Rarity to stand there, pondering the bizarre combination of 'Balloons and Barrels'."

After a moment Applejack reached down and picked up her hat. Just as she flipped it back onto her head a colt came out of the store, carrying a large multicolored fabric canvas. But instead of turning towards the two mares, he turned away from them and started walking away, down the street.

Shortly after Pinkie slowly emerged from the shop entrance and dragged her hooves across the ground as she approached her friends. "Sorry girls," she pointed her hoof at the colt who was walking down the street. "He got the last balloon they had."

The colt looked back to the group with a smile on his face. "I'm going to make the best ghost costume ever." Then he turned and continued on his merry way.

"Now that jus' don't seem right." Applejack shook her head.

"Errrr, weeeeell it's going to be alright." Rarity patted Applejack's back as Pinkie came up beside them. "We'll just find a hotel, it's only for a couple of nights. It will be fine darling."

A thick accented call came up from behind them. "Privet, Pinkie!"

Pinkie's head spun around and a grin formed on her face. "OH, Hiya Thistle Berry," she called out.

"Pinkie?" Rarity turned in time to see the bundle of joy hopping over to a large white stallion with long a blue mane and tail. Wait, no, not a stallion. The pony was certainly large enough to be one, perhaps even as tall as Big Mac, but lacked the angular muzzle of a stallion. Not to mention that stallions tended to not have curves like she did. A closer examination of her coat revealed that while it looked white at a distance it was much closer to very light jade in color.

The smile on the new arrival's face fell into an uncomfortable look of shock as instead of just stopping in front of her, Pinkie jumped forward and wrapped her forelegs around Thistle's neck. Applejack chuckled and trotted over to join them.

Rarity's gaze scanned over the new mare. Her side swept mane was rich cobalt blue in color and was clearly in dire need of a good brushing. Her voluminous tail matched her mane in color and lack of style. Rarity squinted her eyes, noticing the tips of the mare's mane and tail were a very light cyan, nearly white almost white. Rarity's hoof unconsciously rose to her chin as she examined the mare. Such a unique look.

"Howdy Thistle." Said Applejack as she came up to the new pony.

Pinkie released her from the hug and Thistle backed away with an awkward smile. "Priv- Hello, Applejack." She looked to Pinkie then back to Applejack. "It is good to see you both again."

Her cutie mark was strange; given her size, one could be forgiven for expecting her to have a set of barbells or something similar. Instead, sitting upon her flank was a twig of some sort with three red berries hanging from it. They could almost have been cherries but the color was wrong and they had little... red leaves hanging off the bottom. Twilight would probably know what type of berries they were.

"I told you we would be back," Pinkie said with a huge grin. "We even found my special somepony. It is my extra-special pleasure to present to you…" Pinkie bowed aside, dramatically revealing the white pony behind her. “Rarity!" Streamers exploded from…somewhere to accompany the announcement.

Very broad chest for a mare, maybe.... 28 across, oh my, that is broad. Shoulder to haunch... 72. 32 barrel. 98 tall.

Applejack and Thistle just stared at Pinkie as the streamers floated to the ground. Then looked at Rarity who hadn't moved. "Is she alright?" whispered Thistle.

Pinkie fell back onto her front hooves. "Err Rarity?"

34. 12. 13. 41. 31. 31. 28.

"Hey Rare's, ya just gonna keep starin'?" Applejack waved her hoof in front of the unicorn's muzzle.

“Hm?” Rarity looked up to find all three ponies staring at her. "Oh! My apologies, darling. I'm afraid I let my mind wander for a moment. I was lost in the zone, as it t'were." She cantered up to the new arrival and held out her hoof. "I am Rarity, charmed."

After a moment's hesitation Thistle reached out and touched her hoof to Rarity's. "You may call me Thistle. I am glad to meet you."

"I must say, I have never seen a mare with quite so impressive a physique. And you have such an interesting accent as well." Rarity smiled warmly at Thistle.

Thistle's smile wavered, but before she could respond Pinkie zipped over to Rarity. "That's just what Applejack said when we met her, well not really, but it's what she meant. Thistle is from someplace far far far far north called Ponyvskov, she came here to get closer to Princess Celestia." Pinkie finished with a smile.

"Trying to get closer to the princess?" asked Rarity with a raised eyebrow.

Thistle grunted and shook her head. "Niet, no, that is not vhy I came here. I grew tired of Ponyvskov's long nights. If there is any city in Equestria where the night will never outlive the day, it is Canterlot." She kicked a pebble with her hoof. "Being closer to Princess Celestia is just... a happy coincidence."

A sly smile spread across Rarity's lips. "Sounds like somepony ha-"

"A PARTY!" yelled Pinkie as she appeared in front of Thistle, grinning. "That's what I needed to remember." She reared up but before she could do anything she was yanked backwards and landed on her rear.

"Easy there sug." Applejack spit Pinkie's tail out of her mouth. "Now what are ya talkin' about?"

Pinkie sprang up and grabbed Applejack's cheeks with her hooves. "A party. Remember, Thistle said she was new to Canterlot and that means we HAVE to throw her a 'Welcome to Canterlot' party, so she can have lots of friends and not feel so lonely." Pinkie let go of Applejack and swung her head this way and that before something caught her eye. "That's just what I need, wait here." Before anyone could object she shot across the street to a nearby cafe and started pulling one of the round tables, along with chairs from outside of it, over to where the others were standing.

A waiter ran out of the door. "Hey, you can't do that, let go of that table." He shouted as he tried to pull the table away from Pinkie.

"THIIIIIISSS. ISSSSSS. A PARTY. EMERGENCYYYYY." Pinkie shouted back as she struggled against him.

"I DOOOON'T. KNOW. WHAAAAT. THAT. MEEANS!" he shouted back.

Pinkie reached a hoof behind her. She pulled out a piece of paper and waved it in front of his face. "I'm the offfficial paaaarrty pony and I'm commandeering this table for a party emergency so LET GO!"

He hesitated and she gave the table a big yank, pulling it from his hooves and sending it skidding towards her friends with a shower of sparks. She put the paper back from wherever she had pulled it. "Thanks for cooperating." She said with a nod and trotted over to the table, quickly setting up the chairs around it.

The stallion just stood in place for a long moment before wandering back into the cafe, shaking his head and muttering.

Her friends just watched as Pinkie walked around the table. "Just oooooone morrrrrrrrrrrre thing." She grinned and pulled her party cannon out.

"Chto? Vh... vhere did that come from?" Thistle managed to stammer out.

Applejack narrowed her eyes. "If ya ever manage ta figure that out, let us know. Ah saw that thing get crushed under the train."

"Reality seems to be more of a... suggestion to Pinkie." Rarity said with a wave of her hoof.

Pinkie had one eye closed as she carefully adjusted the cannon to point at the table.

"Fer mah bits, the strangest thing she ever did was figurin' a way to get ya to go out with'er, Rares."

"Hmm, as much as I would like to argue that point, I simply cannot. The lengths she was willing to go to catch my eye were quite impressive."

"Vat did she do?"

"Oh, she tried all sorts of strange activities to convince me to agree to a date. Once Pinkie gets an idea, dissuading her can be difficult." Rarity shook her head as she thought back. "At least she got the 'make a dress party' out of her system quickly."

"Yeah," Applejack said with a chuckle. "That was a good one, how about the 'Rarity's mane is the best' party?"

"I was a bit... partied out by that point. If it hadn't been after five other parties in as many days. I believe I would have enjoyed it more. My favorite had to be when she somehow managed to put Opalescence in a dress and set her up on a date with Gummy." Rarity tapped her chin. "That was the 'opposites attract' party, correct?"

Finally satisfied, Pinkie slammed her hoof down on the back of the cannon. An explosion of confetti shot over the table. When it cleared, there was revealed a table cloth, several party horns, balloons, and other party paraphernalia, some plates, and one entire cake, inexplicably whole despite having been fired from a cannon.

"So how did the 'date' between Opal and Gummy go?" asked Applejack as she and Rarity trotted over to the newly set up table, ignoring Pinkie's more impossible antics.

Rarity sat down. "Ooooh pretty much how you would expect. I accompanied Pinkie to Fluttershy's cottage so she could remove Opalessence from Pinkie's side." Applejack let out a laugh and took a seat across from her.

"Yeah, that one huuuurt." Pinkie hopped into the chair next to Rarity. "Next time I'll setup a date between Opal and Tank, she seems to kind of like him." She turned and waved at Thistle. "C'mon over, this is your party."

"This still seems very strange to me." Thistle took a seat opposite Pinkie

"Pinkie jus' has a way about her, ya know?"

"And she truly throws parties for each new pony?"

"She certainly tries to, darling."

Pinkie cut slices of cake for each of them and plopped them onto places in front of each pony.

"It seems like much trouble. Vhy does she do this?"

Pinkie tossed her piece of cake into the air and devoured it in one gulp before turning to Thistle. "Because everypony should feel welcome in a new town. When I first came to Ponyville I was all alone and scared about being away from home for the first time." She reached out her front legs and put one around Rarity and the other around Applejack and pulled them to her. "But I met Rarity and she welcomed me to Ponyville and made me feel at home, then she introduced me to Applejack and Applejack helped find me find a place to live with Mr. and Mrs. Cake." A frown crossed her face and her voice turned almost to a whisper. "I forgot about that when Zecora came to Ponyville, I was such a meanie Pinkie to her." She banged her hoof on the table. "BUT, I'm not gonna let that happen again, no way no how."

Seeing the confusion of Thistle's face, Rarity answered her unasked question. "Zecora was a zebra that lived in the Everfree Forest. We were all frightened of her when she first arrived, it wasn't until much later that we realized she wasn't a," she turned to Pinkie. "What were the words?

"She's an evil enchantress. She does evil dances. And if you look deep in her eyes. She'll put you in trances. Then what will she do? She'll mix up an evil brew. Then she'll gobble you up. In a big tasty stew." Pinkie leapt onto the table with her front legs in the air and shouted. "Soooo... Watch out!" Then she hopped back down into her seat. "It's a silly little song, but I still feel bad about it, songs shouldn't be used to make somepony feel bad, or somezebra either." She sat still for a long moment before springing to life again. "But enough about that mopy stuff. This is your 'Welcome to Canterlot' Party, Thistle." She yelled as she pulled out a record player and a cheery tune began to overpower the noise of the train station.

A number of ponies who had been milling about the station began to creep forward, drawn by the commotion. A mauve colt slowly approached the group. "Uhh, can anyone join this party?"

A huge smile spread across Pinkie's face and she leapt into the air before suddenly stopping and hovering for a moment. "I'd love to let you join but it's not my party." She looked down at Thistle who was wide eyed as she watched Pinkie's... pinkieness. "Thistle, can they join your party?"

The large earth pony thought for a short moment, before slowly nodding her head as she stared at Pinkie. "If they vish to join then I vould be happy for their company."

Pinkie continued her ascent into the air. "YOU HEAR THAT EVERYPONY!" she yelled. "YOU'RE ALL INVITED TO THISTLE'S PARTY!" She hit the ground with an explosion of fireworks. "Oh wait! We need more tables." She dashed back to the cafe again before anypony could object.

Rarity was the first to recover. "Well, welcome to the party, the more the merrier."

Behind her shouts of, "YOU ALREADY TOOK ONE TABLE, YOU DON'T NEED ANOTHER ONE." and "YEEESSSSS I DOOO!" could be heard before another table skidded across the pavement. Sliding to a stop next to Applejack's chair.

"Careful flingin' those tables, Pinkie." Said Applejack as a group of chairs slid over to the new table followed by a hopping Pinkie Pie.

Several of the ponies who had been milling around sat at the new table as Pinkie produced a large cake out of... wherever she kept such things. The small party began to grow as more ponies decided to see what the commotion was about and subsequently joined in. Rarity took a sip of her fruit punch as she watched the proceedings and tried to avoid wondering how it had appeared. It was a Pinkie party, the unexpected should be expected. At least I don't have to worry about Gummy being in it, probably. She checked the bowl, just in case. Once satisfied that it was cleared, she turned to watch as a few ponies got up, said their farewells to Thistle and Pinkie, and then left. They were quickly replaced by more curious onlookers.

The sun crossed its zenith as the party continued.

"Pinkie certainly is in her element," Rarity said softly to Applejack.

The orange earth pony looked up from the piece of cake she was eating. "Yep, she sure seems ta be enjoyin' herself."

Rarity sighed "No, I mean watch how she moves. She greets each new pony who looks like they are on the verge of joining, introduces them to Thistle, gives them a piece of cake and tells them Thistle is new to Canterlot. They talk for just long enough for the new pony to make a connection with Thistle then Pinkie moves onto the next pony." She took a small bite of her own sliver of cake. "She may be completely out of her depth at a formal ball, but she's a true artist when it comes to a get-together such as this." A sigh escaped her lips. "Just watching her is..." her voice trailed off and a dreamy look spread across her face.

Applejack chuckled. "Almost like she's an important pony ta ya or somethin'." She finished her piece of cake. "All Ah can say is that Thistle is gonna have more friends than she knows what ta do with when this is ove-," a glimmer in the sky caught her attention. "Say, is that who Ah think it is?"

Rarity snapped out of her reverie. She looked up where Applejack was pointing and let out a shriek. "She can't be coming here! I simply look a mess."

Thistle was smiling at the new friends she had met as she ate the second piece of cake that Pinkie had given her. It felt nice to have ponies to talk to again, she had been getting lonely here in Canterlot. Her hometown might not have been the nicest place in Equestria, but she had at least a few friends there. Now though, thanks to Pinkie, it looked like she would have many friends here in Canterlot. She took another bite of cake, beside her two mares she had just met where talking. They had invited her to join them at a club of some kind and were now tal- why are ponies bowing to me? she thought as the ponies in front of her knelt down.

Princess Celestia delicately touched down as the ponies before her bowed. "Hello my little ponies." She said with a smile as she looked over the kneeling ponies. One by one, they slowly rose to their hooves. "Applejack and Pinkie Pie, and Rarity also. I'm glad to see you all returned safely. I just received a letter from Twilight Sparkle saying it sounded like you were on your way to Canterlot."

Thistle Berry went rigid as realization hit.

"Oh yes your highness. Applejack was gracious enough to accompany Pinkie when she set out to find me after I was late in returning from a trip to Prancington." Rarity tried to position herself so only her best side faced the Princess while the other ponies resumed their party activities and pretended not to listen in. "I am most certainly thankful that they did, I might not have been able to find my way home without their... Umm Thistle, are you quite alright darling?"

Thistle sat there, eyes wide, statue still, facing away from Celestia. Pinkie hopped over and poked her shoulder. "Ona zdes' , pozadi menya , vechnogo solntsa, Printsessa Selestiya," whispered Thistle. She suddenly spun around and prostrated herself against the ground. "Privetstviya moya printsessa , ya ne dostoin byt' v vashey prisutstvii!"

Celestia pulled back slightly then a warm smile spread across her face and she leaned forward to the prostrate mare. "Vstan' moy malen'kiy poni , vam ne nuzhno klanyat'sya , kak eto dlya menya," she said softly.

Thistle looked up at her with wide eyes and slowly stood up on shaky legs. "YA sozhaleyu," she shook her head and blinked. "I apologize Princess Celestia. I- I never thought I vould have the privilege of meeting you."

"You never had to worry. I welcome all of my ponies to visit me at the castle."

Pinkie walked over to Rarity and nuzzled her cheek. Rarity put her front leg around Pinkie's withers as they watched Princess Celestia and Thistle talk for a moment. "Ah reckon some ponies jus' ain't used ta seein' tha princesses." Applejack said from across the table.

"It would seem so, although you can hardly blame her. Don't you remember the first time you ever saw Princess Celestia?"

Applejack thought for a moment. "Suppose ya have a point, Rarity. After Ah first laid eyes on her, it took bout a week before I could be convinced ta git dirty doing farm work again."

Rarity let out a demure chuckle. "I wish I had seen that."

"Meee tooo," squeeked Pinkie. "I'll bet it was super funny seeing you tiphoof around dirt like Rarity does."

The orange work horse and the white fashionista both glared at Pinkie.

Pinkie looked back with uncomprehending eyes. "What?"

Princess Celestia stepped over to them. "Pinkie, Applejack, I don't suppose you could see to Thistle?" Behind her Thistle appeared to be hyperventilating. "I'm afraid seeing me face to face might have been a bit much for the poor thing."

"OH MY GOSH! LET'S GO AJ!" Pinkie grabbed Applejack and zipped over to the large mare.

Rarity started to follow after Pinkie and Applejack but Celestia stopped her with a gentle hoof. "One moment Rarity. Before you go can you tell me where you acquired that lovely necklace?"

Rarity looked down at the purple gem necklace that hung around her neck. "Oh this? Well it was given to me personally by Lady Amethyst when I was in Prancington." She puffed out her chest a bit as the Princess examined it. "Originally it was a cape and this was just part of the clasp, but I'm afraid the cape was destroyed by a hydra or some other monster."

"It certainly sounds like you have been through a harrowing ordeal." Princess Celestia said as she leaned down to get a better look at the gem.

The white unicorn shuffled back and forth uncomfortable under the close examination of Celestia. "Umm is anything wrong, your highness?"

Celestia didn't answer, she just kept staring at the gem.

"Uh, if you like it then-"

Celestia cut Rarity off with a wave of her hoof. "One moment please." Her horn glowed with a gold aura that surrounded the gemstone. The gem lifted off Rarity's chest and hovered in the air for a moment. There was something in that glow, more than just the glow of telekinesis one might expect. Rarity felt a tiny pulse of… something? Maybe. Rarity blinked. Just imagining things, surely.

"That is a very lovely tanzanite gem, Rarity" she said with a smile. "I hope you properly thanked Lady Amethyst for such a treasure."

"O- Of course your Highne-"

"I understand that you and your friends are in need of transportation back to Ponyville?"

"Ye-"

"Then I shall send for a chariot. Now, if you will excuse me, I'm afraid I must attend to my duties." Celestia spread her wings. "When Thistle Berry recovers, please inform her that should she wish, she is more than welcome to visit the castle. Oh, and tell Twilight I look forward to her visit next week. Tata." She finished with a smile as she spread her wings. A single powerful beat carried her high in to the sky. The stillness of the air sent a shiver through Rarity. If she hadn't just seen Princess Celestia take off, she might not have even known the Princess had been standing there a moment ago.

Rarity stared up as Celestia vanished from view. She looked back down at the gem, it seemed to have lost a bit of its inner glow. She looked back into the sky and stood there until Applejack trotted up next to her.

"Ya'll alright sug?"

"Hmm? Oh, yes, I suppose." Rarity held up the gem with her hoof. "I think there might be something more to this gem than I first thought."

"How do ya mean?"

"I'm not sure, but I think Princess Celestia just cast a very powerful spell on it." Rarity let the gem fall back against her chest.

The sound of heavy hooves and wheels interrupted Applejack's response as four guards pulling a large golden four wheeled chariot with a throne built onto the rear, pulled up next to them. "You ladies ready to go?" asked one of the guards in a gruff voice.

"W-we get to ride in the Princess's royal chariot!?" stammered Rarity as she stood up with her front leg over her eyes then spun around into a faint, falling onto Applejack's back.

Applejack gave a grunt as Rarity swooned over her. "How come ya always fall on me?" she asked as she trotted over to Pinkie, who was blowing a noise maker into Thistle Berry's face. "C'mon Pinkie, Celestia is givin' us a ride home."

"Awww but I wasn't finished making Thistle all better." She inhaled deeply and started to blow on the horn again, only to be cut off by Thistle biting the end of it, making Pinkie's cheeks puff up as she blew herself away from the horn and into the chair behind her.

"It is alright Pinkie, you have already done more for me than anypony since I arrived in Canterlot," she trotted over to the pink earth pony and gave her a big hug. "More than I can possibly repay."

"It was nothing. I just want everypony to be happy." Pinkie said as she returned the hug. She trotted over to Applejack and poked Rarity's nose. "Wake up sleepyhead." When that failed to garner any response from the limp unicorn, Pinkie decided to take drastic measures; Pinkie unrolled her unfeasibly long tongue and ran it up the side of Rarity’s face.

"ACK PINKIE!" shouted Rarity as she sprang off Applejack's back and onto her hooves. "What have I told you about doing that?"

"Not outside the bedroom?"

A deep blush spread across Rarity's cheeks but she maintained her poise. "Yes, and this isn't the bedroom so I will thank you to keep your tongue to yourself."

"Aww, ok Rarity." Pinkie said before leaning forward and licking her cheek again.

"ACK! STOP IT!"

One of the guard pegasi stomped his hoof and looked at them with an annoyed expression.

"As much fun as watching you two is, Ah reckon we outa git goin'. The Princess was nice enough to give us her personal chariot so we otta be quick with it."

"I wish we could stay in Canterlot a bit longer, but I suppose you're right, Applejack." Rarity fixed her mussed coat from Pinkie's lick. "It would be a terrible faux pas if we did not return it to her as soon as possible." She stepped up onto the chariot and let out a shrill giggle. "WAAHAHAAAA! I can't believe I get to ride on Princess Celestia's personal chariot."

Pinkie hopped up beside her and put down Rarity's bag and the white box. "It is a pretty neat chariot, and you totally deserve to get to ride on it Rarity."

"Thank you darling," said Rarity as she nuzzled Pinkie.

Thistle walked up beside the chariot, looking over it with wide eyes before she looked up at Pinkie. "Thank you for the party Pinkie. I have a feeling Canterlot vill become much more enjoyable for me now that you have helped me make some friends. I cannot thank you enough for vhat you have done."

"Oooh silly, Thistle." Pinkie patted Thistle's head. "Just seeing your huge smile fills my heart with joy, that's all the thanks I need."

Thistle smiled at Pinkie then turned to Applejack. "It vas a pleasure meeting you as well Applejack."

"Nice meetin' ya too, Thistle. If yer ever in Ponyville, come by 'Sweet Apple Acres', we got the best apples around.

"I shall." She turned to Rarity. "I am glad I got to meet Pinkie's special somepony. It is a shame Ve did not have time to get to know each other."

"I quite agree darling." Rarity flicked her mane with her hoof. "You must visit us in Ponyville someday. I would love to match an outfit with your unique physique."

"HEEHEEHEEHEE *snort* That rhymed, Rarity," chirped Pinkie.

Thistle chuckled as Rarity rolled her eyes. "I vill try to visit Ponyville soon, perhaps I shall even have friends from Canterlot to introduce to you."

"EEEEEE, I love making new friends, wont that be great, Rarity?"

"If you ladies are done. The princess would like her chariot back at some point." Huffed one of the pegasus guards.

Rarity glared at the pegasus who quickly turned and faced forward.

Applejack adjusted her hat. "Reckon that's bout all the time we have. Take care Thistle."

"You as vell. Schastlivogo puti." She said with a smile as the chariot began to move forward.

"Oh, and Princess Celestia says your more than welcome to visit her at the castle." Called out Rarity

"T-t-t-the castle?" Stammered Thistle as the chariot began to rise into the air.

"Ain't ya fergettin' tha ballon?" asked Applejack as she sat at the back of the chariot.

Pinkie shook her head. "Noppers, it's all taken care of," she pointed behind her.

Applejack looked around behind the throne and saw one end of a long rope tied to the chariot and the other end wrapped around the basket as it was dragged behind them. "Are ya sure that's gonna work?"

"Oh sure, it'll be fine." Pinkie said with a smile as the chariot sped away into the sky.

Celestia landed on her sister's balcony. "Wake up Luna." She said as she stepped inside Princess Luna's room.

Luna pulled a pillow over her head. "Whoever thou art, come back later. Tis still too early to wake."

"It's past noon. I just found and disenchanted one of Discord's old 'lure' spells."

"Lure spells?" asked Luna from beneath her pillow.

Celestia raised an eyebrow. "You must remember his 'lures'? He would enchant some object then when an unsuspecting pony found it, it would attract all sorts of monsters to them."

Luna blinked. "Ahh, the 'bait trinkets.' Did we not banish his old magic when we turned him to stone?"

Celestia nodded. "I thought we had, but it seems I was mistaken. Also, your speech is slipping."

Luna peeked out from her pillow and glared at Celestia. "Then it was an old lure that missed the purge. Or a newly created one."

"It felt like an old spell. I believe that it somehow avoided the purge of Discord's magic after we sealed him in stone."

"So what doth- *grrr* does this mean, sister?"

"It means that we must be vigilant and seek out any that may have been missed."

"I still do not understand why this required you to wake me before moonrise."

"Because I will need you to help me seek them out. We cannot allow our ponies to come to harm from his mischief."

Luna grumbled. "Then why do we not just ask the son of a jackal." She said sarcastically while pulling another pillow over her head.

Celestia paused and thought to herself for a long moment. "That isn't such a bad idea."

"Oh yes, that spawn of chaos would love to just tell you where the remnants of his magic tricks reside." Luna replied as she pulled more pillows over her.

"Of course he wouldn't just tell us. At best he would just give some horribly obtuse mocking riddle that we could have to solve. And in doing so would cause more problems." Celestia thought for a moment. "Maybe there is another way. Twilight and her friends have shown they are quite adept at confronting Discord, and he regards them as less a threat than he does us..." Celestia's voice trailed off and she raised a forehoof to her chin as she thought. Luna reluctantly peeked out from under the mountain of pillows she had raised on herself. "Perhaps her can be reformed."

"REFORM DISCORD!?" Shouted Luna in the Royal Canterlot Voice before she winced at the volume and groaned again. "Discord is chaos, disorder and just... badness. Thee- you cannot reform that."

Celestia waved a hoof dismissively. "I know he would never listen to us, but you saw how he reacted to Twilight and her friends. They seem to fascinate him. Perhaps... Fluttershy, yes, Fluttershy might be able to." She spread her wings and took off out the window before sticking her head back in. "Sorry for waking you, Luna. I've got planning to do." She said with a giggle and disappeared.

Luna pulled her head back under pillow mountain. "Sometimes we think our sister believes Equestria revolves around her sun," she muttered before falling back asleep.

Author's Note

Whew, well that took entirely too long to finish, I thought this would only be like 10k words, ended up ballooning to almost 50k. Thanks for sticking with the story despite my horrible habit of only updating like once a month. I hope everyone reading this enjoyed it. I may come back and revisit Rarity and Pinkie someday, for now though I'm just glad its finally finished.

Id like to thank my two editors for helping make this not suck, Chrissy and Mike.

Can't See the Forest for the Trees

Pinkie Pie hung her forelegs off the side of the basket, watching the enormous trees beneath the balloon move by at a sickeningly slow speed; adding the fan didn't seem to help much. Her mane hung limp as she glared at Rainbow Mesa in the distance- it was still so far away. Rarity was in trouble and her balloon was taking much too long to get them to the place where the white unicorn had been last seen.

I thought I saw her running from one of the hydras into the forest.

Do you think the hydras got her?

Pinkie shuddered as the words from the ponies from the caravan with Rarity echoed in her mind. She stomped her hoof against the bottom of the basket. "NO, we are going to find Rarity and she will be ok..." Her voice trailed off as images of the worst kind blinked though her mind. She jumped as she felt something touch her back.

"It'll be fine sug', Rarity'll be alright, you'll see." Pinkie looked at Applejack as the orange earth pony patted her back and smiled.

Pinkie Pie glanced back at her then went back to staring at the trees as the balloon passed over them. "I really hope you're right Applejack. I'm sure you are, at least I hope you are, but..." She hit her hoof against the side of the basket. "I can't stop the voices from telling me we're too late and I'll never see Rarity again." Applejack leaned against Pinkie and gave her a squeeze.

"Ah'm sure she'll be fine."

"But what if she's not? What if the hydra go- what if she doesn't come back, what if she found somepony else?" Pinkie slid out of Applejack's hug and curled up on the floor of the basket next to the two boxes containing the cake she had specially made for Rarity. She wrapped her legs around the boxes and lifted up the lid of the top one, just enough to see Rarity's name spelled out in purple frosting on top of the cake. "I made one of these cakes for Rarity the night she first told me she loved me." She closed the lid and looked up at Applejack, tears gently dripping down her cheeks. "What if I never get to bake a cake for Rarity again?"

Pinkie reached out her rear hoof and used it to jiggle a sack of flour that was sitting on the other side of the basket. "Oui, that iz correct. She has left you and she iz never coming back."

Applejack did a double take and stared at the sack of flour. "Where in tarnation did that come from, that wasn't there before," she mumbled. Pinkie kept jiggling the flour sack and talking in her strange fancy sounding voice. "Parties!" Exclaimed Applejack. "Ya'll love parties, let's talk bout parties and err how much ya love em." She said, trying to think of some way to get Pinkie to focus on something besides Rarity.

"Rarity never liked your parties."

Tears continued to flow down Pinkie's cheeks. "Yo...your right, Madam Le Flour." She hugged the boxes of cakes tighter.

This was getting worse than it had been back at Carousel Boutique. Suddenly an idea struck Applejack. She reached out and took Pinkie's head in her hooves, turning it so that the pink pony was looking up into her eyes. "What made ya fall fer Rarity?"

Pinkie let go of the boxes and stared at Applejack. She sat up on her haunches and looked into Applejack's grass green eyes, slowly a smile formed on Pinkie. "Do you remember when we all went up to face the dragon who was sleeping on the mountain and his snoring was blowing smoke allllll over?

"Yeah Ah do."

"Well since you and Fluttershy had to come up the long way, the rest of us had to wait and the only pony who was willing to play with me was Rarity. That wasn't the first time either. I know that someponies find me annoying, sometimes even Rarity needs a break but if I really need somepony she's always there. And I know she will always be there for me since she told me so after I thought no pony wanted to come to Gummy's after birthday party but it turned out you were all planning a surprise party for me."

"If ya know that Rarity is always gonna be there, then why ya letting those, errr, voices tell ya otherwise?"

"I know what the voices are trying to do but when they come I'm already a sad Pinkie Pie. I don't know how to not let them get to me."

"That still doesn't really answer why ya love her. Ah mean you an Rainbow Dash hangout a lot too but ya'll are just friends."

"Nonononono," Pinkie shook her head. "Dashie's one of my best gal pals but I don't feel that way about her. Besides, I don't think she'll eeeeever have a special somepony. She's always telling me she'd rather focus just on friends and flying."

"Ah suppose that sounds like Rainbow. So what attracted ya to Rarity?" At least Pinkie ain't focused on Rarity being missing anymore, thought Applejack.

A look of tranquility came over Pinkie as her gaze drifted up into the sky. "Rarity is so generous and she wants to make everypony smile. I want to make everypony smile too but I throw everypony a super special party, she makes them beautiful dresses so they feel super special. Hehehe, I know she's a little greedy weedy when it comes to gems or beautiful things like that but I've never seen her hesitate to help out somepony." Pinkie hopped up and grinned. "She even changes her prices so everypony can afford to smile and look beautiful in one of her perfect dresses. She even made Derpy a special dress for free for her date with Dr Hooves since Derpy seems to always have trouble managing her bits."

"Gosh, Ah never really though bout it like -" Applejack started to say before she was interrupted by a roar from down below. "What in tarnation was that?" Both ponies peered over the edge of the basket. Below them under the canopy of leaves they could see something moving. Something big.

Pinkie leaned over the side of the basket to get a better look at the creature. She would have fallen out if Applejack hadn't grabbed her by the tail with her mouth. Applejack hauled a shivering Pinkie back into the basket. "It... it's the hydra!" She scrambled to her hooves and reached up and pulled on the ripcord. The balloon began to descend before Applejack tackled Pinkie, knocking the ripcord out of her mouth.

"We can't go down there if there's a hydra down there."

"But RARITY'S DOWN THERE!" Pinkie said as she struggled, trying to push Applejack off her. "WE HAVE TO GO SAVE HER!"

"Calm down there Pinkie. Did ya see Rarity there?"

Pinkie stopped struggling and looked up at Applejack with big wet eyes. "N-no, I didn't see her."

Applejack smiled down at the pink pony and let her up. "There, ya see. It's probably the hydra that was chasin' tha caravan. They said there were two of 'em. Besides, what would we do if we crashed tha balloon here?" She reached out her hoof to help Pinkie up.

"But what if she's down there?"

Pinkie and Applejack both peered over the edge of the basket again. Below them the creature was thrashing under the canopy of leaves. "Ah still reckon we outta keep going till we get ta Rainbow Mesa. Ah don't see anywhere we could set down around here and ya'll said the ponies in the carriage last saw 'er round there, right?" Pinkie Pie nodded. "Then she couldn'ta gotten too far from there."

"But what about the caravan, they made it back to town already." Another roar erupted from the forest and the beast knocked over a tree as it chased quickly after something then stopped.

"Err yer Pinkie sense ain't tellin' ya Rarity is down there, is it?"

Pinkie fidgeted before slowly answering Applejack. "Mmmmmy Pinkie sense haaaasn't reeeeally been working right since Rarity left."

Applejack stared at Pinkie, Pinkie's Pinkie sense had long been an accepted barometer for weird occurrences around Ponyville. The thought of it suddenly not working was uncomfortable. "What do ya mean?"

"Well usually a twitchy tail means something is going to fall but the last time something fell I had a popping shoulder and the time before that I had a loopy mane. Sometimes I don't even get a Pinkie sense before something happens. Rarity in trouble should be a doozy but I haven't had one of those in over a month and that should have been a doozy too but I didn't get one for that either."

Applejack sighed. "Ah guess that explains why you've been jumpier than Winona around Granny Smith's rockin' chair, lately. Has this ever happened before?"

Pinkie Pie shook her head. "I've had my Pinkie sense since I threw my first party and..." She was interrupted by a loud roar, followed by another and another and another. The two ponies looked over the edge of the basket. The tops of the trees were just underneath them. They booth looked behind the balloon and saw four big green scaly heads poking out from the canopy of leaves.

Four pairs of green eyes glared at the two ponies. Applejack pressed her mouth against Pinkie's ear and whispered. "Git us out of here."

Pinkie slowly stood up as two more heads joined the other four in staring at the basket. Pinkie wrapped her hoof around the cord that attached to the burner and tugged on it. The roar of the flame startled the hydra and one of its heads lunged forwards, biting into the side of the basket; the other five glared at the pink pony.

Pinkie was frozen in place as the five heads surrounded her. They started licking their chops simultaneously. Applejack dove to the side of the basket and grabbed the sack of flour. She then tossed it into the air then spun around and bucked the sack right into a head that was moving towards Pinkie. The sack burst creating a thick cloud of flour. The hydra's five heads looked around, bewildered for a moment. Then each head began to sniff and snort.

Applejack grabbed Pinkie and pulled her to the floor of the basket. The five heads pulled back as they snorted in air and the sixth head let go of the basket, a puzzled expression on its face as it watched the other heads curiously. "Hang on Pinkie, Ah think it's gonna..." Before she could finish, five heads as one sneezed.

"AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH" The hot smelly blast of air rocketed the balloon though the sky as Pinkie and Applejack clung to each other. The basket whipped around below the out of control balloon. Eventually the basket settled beneath the balloon enough so the two mares could peek out.

Behind them in the distance they could see 6 heads just poking out of the tree tops. Five of them were moving back and forth, like they were still sneezing. The sixth head appeared to be trying to hit the others, maybe bite them, thought Applejack.

Applejack felt the balloon suddenly begin to shudder, she looked around and saw Pinkie bouncing up and down and pointing. "Look look look, Rainbow Mesa is right there!" Pinkie was right. Instead of just being a speck in the distance, Rainbow Mesa now loomed before them, getting bigger by the second as the balloon kept hurtling towards it.

"Uhh Pinkie, ya got a way to stop this balloon before we hit it?"

Pinkie tapped her hoof against her chin, her mane still hanging limply, covering one of her eyes. "Oh, I know." She exclaimed and zipped over to the side of the balloon where the fan hung. She grabbed it with her hooves and started trying to scoot it over to the other side of the balloon.

Applejack watched as Pinkie slowly moved her way around the perimeter of the basket. She looked back at Rainbow Mesa. "Uhh Pinkie, ya might wanna shake a hoof, Rainbow Mesa is getting awful close." From a distance Rainbow Mesa had just looked like a brown plateau but as the balloon got closer and closer, Applejack could see the surface sparkling in the afternoon light. She shook her gaze from the mesa when Pinkie bumped into her.

"Excuse me Applejack, just gotta hmph, get this... over heeere." Pinkie Pie finished positioning the fan and its whirling blades began to slow the balloon's progress. "Yay it worked." Pinkie shouted. "Whew! You were right, we would have crashed and that wouldn't have been fun." Pinkie looked around the plateau. "I wonder if there is a good spot to land around.... Oohoohooh, there." She pointed at what looked like a small clearing next to the plateau.

As the balloon approached Rainbow Mesa, Applejack could see what Pinkie was pointing to. There was a rather large clearing nestled up against the plateau. Pinkie Pie reached up and pulled on the ripcord and the balloon slowly descended. When the basket touched down both Pinkie and Applejack hopped out. Pinkie began deflating the balloon while Applejack looked around.

The clearing looked like it was used as a resting place for caravans going between Backwoods Glenn and Prancington. There were a few fire pits dug into the ground that were surrounded by rocks. Large logs were arranged around the fire pits, probably left over from clearing the forest and now used as benches. The only things that looked out of place were the two wrecked wagons, the large number of suitcases scattered all around the clearing and the huge hydra claw-prints. One of the wagons looked like it was just turned on its side but the other had been crushed and its rear half was ripped apart.

Applejack trotted over and inspected a few suitcases that were lying in a pile next to the wreckage of the destroyed wagon. "Don't look like any of Rarity's bags," she muttered to herself and poked the pile with her hoof. It looked like they had just fallen from the wagon. One of the suitcases near the bottom had a large claw mark in the side of it that matched to a hydra footprint next to it. Applejack left the pile of suitcases and trotted over to one that was flung away from the wagon and had burst open, its contents scattered over the ground. It appeared to contain a number of outfits. They looked expensive. "Hey Pinkie," she called over to the pink pony.

Pinkie Pie galloped over after she finished securing the balloon. "What did you find, Applejack? Did you find Rarity?"

Applejack shook her head and pointed her hoof at the suitcase. "Any of this look like Rarity's clothes?"

Pinkie bounced around the suitcase, picking up clothes and bags and flinging them away before she finally picked up the suitcase and shook it over her head causing a dress to fall onto her head. "Nope, not Rarity's"

"Why don't ya look around here for any of Rarity's things and Ah'll see if I can find out what happened here."

"Okey doky loky," chirped Pinkie as she bounced off to inspect the scattered luggage.

Applejack smiled as she watched Pinkie. "Sounds like she's feelin' better. Now let's see what we got here." Next to the over-turned wagon there were two sets of wheel tracks that lead down the path. There were deep hoof marks between them and large hydra tracks following them. "That musta been where tha two survivin' wagons ran off." The forest along the path quickly became too dark to see through. From where she was and she could see damage to some of the trees along the path, like something big had impacted them.

Applejack shivered as she thought about the hydra they had encountered on the way here. She turned back and surveyed the clearing again. Another set of hydra tracks was moving to the forest. As she followed the tracks she noticed that there was a lot of damage to the trees, in fact a couple of them where even knocked down, creating a creepy looking makeshift path into the forest. As she got closer to the forest she noticed another set of tracks that looked like they were from a pony.

Squinting her eyes, Applejack tried to see further into the forest, but she could only make out more damaged trees and undergrowth before the darkness of the thick canopy cut off her vision. "Pinkie! Ah think Rarity might have gone this way,"

Almost before she had finished her sentence the pink pony was next to her. "Are you sure?"

"Ah reckon so. Ya said the last time the ponies in the carriage saw her, she was runnin' into tha woods. Well, these are tha only pony tracks Ah see going into the woods. Looks like a hydra was after em too. Did ya'll find any of Rarity's things around here?"

Pinkie nodded. "One of Rarity's bags is here, I put it next to the balloon but the other one is missing. It didn't look like there were any of her bags in the caravan in Backwoods Glenn."

"Maybe she forgot it in Prancington?"

Pinkie shook her head. "Nonono, she wouldn't do that. Those bags have her special fashions in them, I watched her pack. She would neeever forget them."

"Ya think she took tha suitcase with her when tha hydra showed up?"

"I have noooo idea." Pinkie said with a shrug. "But cmon, we gotta go find Rarity."

Pinkie trotted into the forest followed closely by Applejack. "Ah don't reckon this place is as bad as tha Everfree Forest but we know there are a couple hydras around. So let's try and keep close, quiet and listen for anything around us."

"But we can still talk right, it's gonna get boring if we can't talk," whispered Pinkie.

"Ah suppose, just try and keep it in whispers."

As the two ponies moved further into the forest their eyes adjusted to the dark shadows of their surroundings. Broken tree limbs, crushed underbrush and huge hydra foot prints left an easy path for them to follow.

"Golly, that hydra was mighty ornery." Applejack said as she kicked a broken limb out of the way with her hoof.

"I wonder if it had a thorn in its claw."

"Ah think it would take more than a thorn to make a critter this angry."

"Maybe a really big thorn?"

"Ah guess." Something caught Applejack's eye. "What's that over there?" she said and she galloped ahead, pushing a broken branch off of a thorn bush with her hoof. Gingerly she poked her head into the bush as Pinkie Pie trotted up beside her. When she pulled her head out she had a ripped piece of violet cloth dangling from her mouth. She spit the cloth out. "Well at least we know that a pony came though here recently. Don't look like that cloth has been there long."

Pinkie pressed her nose against the fallen piece of cloth and inhaled deeply. "I can't tell if it smells like Rarity, but it does smell like apples..."

Applejack coughed "Err we should keep movin'." Pinkie Pie trotted up beside her as she started walking again. The path of destruction began to twist and turn. Following the pony's tracks was becoming more difficult. The underbrush was getting thicker and it tended to hide the tracks except when the pony had made a sharp turn, leaving deep tracks in the ground. Fortunately it was difficult to mistake where the hydra had been.

The two fell into a trot; periodically they would stop and examine their surroundings. Aside from a few more scraps of cloth sticking in bushes or on low hanging branches, which Pinkie made a point of collecting for Rarity when they found her, the only constant was the trail of damaged and destroyed trees left from the pursuing hydra.

Pinkie's ears perked up suddenly. "I hear something." She exclaimed and galloped ahead. Applejack chased after her. She wanted to call out for Pinkie to slow down but on the other hoof she really didn't want to make more noise than they had to.

Pinkie stopped suddenly and Applejack ran into her with an "Oooof." She stumbled and shook her head. "What is it Pinkie? What did ya hear?" she asked a bit louder than she intended to.

"Shhhhhhhhhhhhhh. Listen."

Applejack cocked her ears forward. She did hear something... sounded like it was in a hurry and it was getting louder. "Uhh Pinkie." She was about to tell Pinkie they should hide when a chicken came rushing around the next curve in the path of destruction. "Is that a chicken...?" Its head resembled a chicken's, but as it got closer they could see green reptilian scales covering its body with two dragon wings and a long tail whipping this way and that behind it. "Cockatrice!" gasped Applejack. She grabbed Pinkie and was preparing to run when the creature let out a startled squawk and quickly retreated into the forest.

The two ponies looked at each other. Then they stared at the path the cockatrice had come from. Then looked at the forest where it had retreated. "Ah think we might wanna hurry." Applejack said as she sped up her trot to a canter. Pinkie Pie did the same as she took position next to her.

"Uhhh why aren't we running?"

"Cuz we don't know what else is around and this is quieter than a full gallop." Applejack said as she leapt over a stream going across the path. She stopped when she realized that Pinkie wasn't following her anymore. Looking behind her she saw Pinkie standing next to the stream looking though the trees. Applejack trotted back to her. As she got closer she could see a small lake behind the trees. "What is it Pinkie?"

"Nothing, I was just hoping Rarity was taking a swim, she loves swimming although probably not in a lake like that. She would probably say there were too many icky things there." Light shone though the break in the trees, creating the illusion of a tranquil, clear body of water. But, Pinkie was probably right, no telling what was under the surface and if anypony would notice what was there, it would be Rarity.

"Well it doesn't look like anypony has been here so let's keep movin'." Pinkie nodded and fell into step beside Applejack again.

Not long after the two came into a clearing. It didn't look like it had been there very long and it certainly hadn't been cleared by ponies. The clearing was roughly circular, it consisted of knocked down trees and trampled underbrush. Hydra and pony tracks were all over. "Gosh, Ah wonder what happened here," thought Applejack aloud.

Pinkie and Applejack spread out. Looking around the clearing they could see a particularly large tree near the middle had been knocked over. Applejack walked along the length of the fallen tree. There appeared to be a large gash in the side, like something big had ran into it at that point.

"Applejack," called Pinkie. "I think the hydra went this way." She said as she pointed to more damaged trees and crushed underbrush.

Applejack trotted over and looked at the continuing path. Clearly there were hydra tracks going down it but the destruction didn't seem as bad as the path they had arrived using, like the hydra wasn't chasing anything when it had left. Plus, while the pony tracks did come near here, none of them seemed to be going down it at all. "Ah don't think the pony came this way. Ah don't see any pony tracks going this way."

Pinkie hung her head low and went back to walking around the clearing while Applejack went back to the tree in the middle. "What happened here Rarity?" Pinkie whispered to herself as she looked around. "It almost looks like some kind of fight but..." She trailed off as she kept circling the perimeter. The hydra and pony prints reminded her of a 'dance step' sheet Rarity had used to try and teach her how to properly dance.

As Pinkie circled the clearing she noticed something. The hydras claw prints seemed to almost all be facing inward, toward the middle of the clearing, like something had been keeping its body pointed that direction. She rubbed her chin with her hoof as she looked at the tree in the middle of the clearing. She trotted over to where it had been knocked down and saw that above the impact point were deep marks where the bark had been rubbed away. Ohohoh, I got it!" She shouted.

Applejack ran over to Pinkie and covered her mouth. "Easy there sug, try and keep it down, we still don't know what else might be around here. Now what did ya get?"

Pinkie blew her mane out of her eye. "I think I know what happened here. Rarity tricked the hydra so it ran into this tree and wrapped its heads around it then she ran around in a circle till it got all tangled up."

"Ah think yer right but it still doesn't tell us where she went. Don't look like it went down the same path as the hydra did."

Pinkie Pie started hopping up and down. "Then where did she GO!" She yelled. "We have to find HER!"

Applejack leapt and tackled Pinkie to the ground, covering her mouth with her hoof. "SHHHHHHHHHHHHHHHHHHHHHHHHHHH." She raised her head and slowly scanned the forest around the clearing, her ears flicking this way and that. When she was satisfied that nothing was watching them she leaned her head down to Pinkie's ear and quietly but firmly whispered. "Keep it down, Ah know yer worried bout her but if a hydra comes after us or that cockatrice shows up again then we can't keep lookin' for her since we're gonna be on the run." She gave the forest another quick scan then looked back down at the pink pony. "Now are ya gonna keep it down?" Pinkie nodded. "Good," with that she removed her hoof from Pinkie's mouth.

Pinkie looked up at her with wet eyes. "Sorrysorrysorry but I don't want to be here anymore, I want to be looking for Rarity. I want to find Rarity." She hopped up to her feet and shook herself, her limp mane and tail flapping all around her. She stopped shaking and stood with her legs spread and her head lowered then she let out a long sign. "I'm sorry, I'm just getting really worried." Pinkie felt something warm against her side, Applejack had pressed herself against Pinkie's side and wrapped her leg around Pinkie's neck.

"Ah know sugarcube, Ah'm worried bout Rarity too but this place ain't like Canterlot where we can just ask somepony for directions. If we get lost here, even if we do find Rarity, we could all end up in trouble. Let's keep looking around here and try and figure out where the pony ran off too. Sound good?"

Pinkie nodded.

"Good, ya take that side" Applejack pointed to one side of the clearing, separated by the fallen tree in the middle. "An Ah'll take this side. Don't worry, we'll find where she ran off to." Applejack smiled at Pinkie then moved over to her side and started examining the tracks on the ground.

Pinkie sighed again and started looking for pony tracks. They wrapped around the clearing a few times but it was difficult to tell where they went. She walked back and forth along the forest looking for tracks, hoping that the pony tracks didn't just disappear since that meant... She shuddered and tried to push the thought out of her head.

After her fifth or sixth time walking next to the woods Pinkie thought she saw a hoof print going through the trees. She poked her head into the forest but didn't see more hoof prints. There were two trees close together just ahead of her and one of them had a piece of violet cloth hanging off its bark. "Applejack... APPLEJACK, OVER HERE!" She called, trying to be quiet but still loud enough to get the orange pony's attention.

"What did ya find?" asked Applejack as she trotted up behind Pinkie.

"Rarity came though here! Look." Pinkie pointed at the piece of cloth hanging from the tree.

Applejack examined the ground around the tree, she could see evidence that somepony had moved though here recently. Broken low hanging branches, tramped bushes and a scrap of violet cloth hanging from a tree created a faint path for them to follow. "Ok Pinkie, let's go."

The path was only really big enough for one pony at a time. Pinkie took the lead and Applejack followed. "Ohhh, I hope we find her soon, I also wish she left a better trail to follow, it's hard to see with all this dark around." It had been hard enough to see when they were following the path of broken trees left by the hydra, but now the forest was undamaged and the leaves created an almost impenetrable shield against Celestia's sun. Stray shafts of sunlight illuminated the forest just enough so that Pinkie and Applejack could follow the path left by the pony. A noise like something dragging came up from behind her, Pinkie looked to see Applejack walking funny. "Are you ok Applejack?"

"Ah'm just fine but I wanna make sure we can find our way back so Ah'm making a better trail than... 'ugh' Rarity left us." With each step Applejack was dragging her rear hoof along the ground, making a very noticeable indentation. She still wasn't convinced the pony they were following was Rarity but the one thing she did know was that there was a pony lost in this forest.

"Ohhhhhhhh, thats a really good idea, maybe I should make another trail, that way we have two to follow."

"Nah, Ah think one will be fine, Pinkie."

The two fell silent as Pinkie tried to follow the path left by the pony. Occasionally she would lose the trail and the two would have to back track a short distance to find it again. Periodically Pinkie would find another scrap of cloth, which she would add to her collection for when they found the pony they were pursuing. Eventually the forest grew darker as the few rays of sunlight that made it past the leaves above them became fainter.

Applejack managed to scoot up beside Pinkie and whispered "it's gettin' dark. We oughta find someplace to hunker down. If we keep walkin' around, we'll get just as lost as Rarity."

"I want to keep looking."

"Ah know, sug, but if we get lost then who is gonna find her and us?"

Pinkie's head hung low. "I guess you're right."

"Buck up there Pinkie. We ain't gonna leave her behind. Now keep an eye out for a cave or under a tree or someplace we can bed down. Ah'd rather not have to sleep in a bush."

The two kept walking as it got darker. Pinkie stopped and pointed at a large tree just a little ways away from the path. "I think I can see a den or something under the roots of that tree, maybe we can sleep there."

Applejack trotted over to the tree and examined it. The tree was growing on the side of a hill and something had dug into it, creating a small crevice under the tree. It looked sturdy enough. The roots from the tree were thick and the dirt walls were compacted tightly. "Yer right, it looks like its big enough to fit a couple a' ponies down there." Applejack crawled under a thick root that made up the top of the entrance, followed closely by Pinkie Pie.

"Do you think maybe Rarity was here also?"

"Don't rightly know sugar cube, maybe. Ah can't imagine her in a place like this, but if she was then it would be this clean." Something had made the effort to ensure the den was clean; there was no loose dirt, dead leaves, or sticks on the floor at all.

Pinkie Pie curled up on her side of the den and Applejack laid down on the other side. The sounds of crickets and frogs slowly began to fill the air as night crept over the forest. The symphony of the forest reminded Applejack of warm summer nights back at Sweet Apple Acres and gently-lulled her to sleep.

Something woke Applejack up. She didn't know what it was or how long she had been asleep but she was sure she had heard something. Her ears twitched as she listened for it again but all she could hear were crickets and the gentle rustling of leaves as a calm breeze blew over the forest. She lifted her head up and tried to see if anything was out of place, but the forest was almost pitch black. The best she could do was see a vague outline of the entrance of to the den. Fear slowly began to build in her stomach. What if whatever had made this den had decided to come back? She was about to wake up Pinkie so they could prepare to fight when she heard a whimpering come from beside her.

Applejack could just manage to see the pink pony curled into a ball on the other side of the den. It looked like she was shivering and she kept whimpering like a wounded animal. Applejack thought she even heard Pinkie say 'Rarity' but that might have been the wind.

Applejack lay there for a long moment, listening to the forest and the sounds of her friend. What would Rarity do if she saw Pinkie like this? Eventually she decided and scooted over to Pinkie. She wrapped her forelegs around her friend. Pinkie shudder against her touch. "Shhhhhhhhh," she gently whispered into Pinkie's ear, "it's gonna be alright sugar cube." She could feel Pinkie relax and fall into a peaceful slumber next to her.

She sighed and laid her head on Pinkie's neck as she drifted off to asleep again, this time with her forelegs around her friend.

Applejack woke with a start when she felt movement against her. She blinked in the light of the early morning as shafts of sunlight stabbed down from the forest canopy. She looked down and saw Pinkie snoring away against her. Applejack carefully extracted herself from around the pink mare. She just finished when Pinkie suddenly hopped up, spun around once and then fell stiffly forward onto her face.

Applejack watched her for a moment then suddenly heard snoring. "Ugh, Pinkie," no reply. "Pinkie!" she said and poked her friend in the side.

Pinkie fell over onto her side then suddenly she hopped back up onto her hooves "Yes Applejack?" She said with a smile across her face as her hair poofed into its usual pink puffiness.

"G'mornin Pinkie. Somepony sure seems to have woken up in a good mood."

"I know," Pinkie said as she trotted out of the burrow and started looking for the trail they were following. "I was having nightmares... Ahh here it is," she started walking along the forest again with Applejack close behind her.

The two walked in silence for awhile, Pinkie Pie carefully following the trail and Applejack dragging her hoof to make an easier path to follow back.

"So what kinda dreams did ya have? Ah wouldn't expect ya to wake up so perky after having nightmares." asked Applejack, breaking the silence.

"Hehehehe, well it didn't stay a nightmare. It started out with all my imaginary friends surrounding me and telling me I was a bad Pinkie for loving Rarity and that she was never coming back and had found somepony else. Rocky was especially mean and kept saying that Rarity was... gone forever," she turned her head and looked at Applejack. "But then just as I started to believe they were right I felt Rarity give me a big hug and she told me everything would be ok. She even called me sugarcube." Pinkie said with a huge grin on her face.

Applejack pulled her hat down to cover her face as she felt a slight warmth creep along her cheeks. "Well that does sound mighty sweet of her."

"Oh yeah, its super sweet of her but I can't figure out why she called me 'sugarcube.' I've never heard her call me that before, sometimes she does call me her 'frisky spinel' do you think she is gonna start calling me sugarcube now? It does kinda have a nice ring to it, suuuuuuugaaaaaaaaaaaaaaaaaaaarrrrrrr cuuuuuuuubbbbbbbbbbe."

"Yeah real nice, oh look is that another lake," asked Applejack, still covering her face with her hat as she pointed her hoof at a shimmering body of water just between some trees "Ya think it's the lake from before?"

Pinkie stopped and poked her head though the trees. "Mmmmmmaaaaaybe it's hard to tell, the other lake didn't look this big buuuuuut..." She gave an exaggerated shrug. "I don't know." She bounced back to the trail and started following it again.

Applejack couldn't help but smile as she watched Pinkie hop along. It was good to see her happy again. She trotted after Pinkie while still keeping her hoof dragging along behind her. She heard Pinkie begin to hum and was tempted to join her before she remembered where they were and that they had been following the tracks of a hydra. She reached out with her hoof and tapped Pinkie's flank. "Ya might wanna keep it down. Much as I like yer hummin we are sti..." She was cut off by a loud roar that echoed though the forest.

Both ponies stopped. Applejack quickly scanned the forest. "What was that?" She asked, an undercurrent of panic in her voice. Pinkie was standing stock still, not even her ears were moving. She was just facing straight ahead. Applejack poked her flank again. "Pinkie," she whispered. "Pinkie..."

Pinkie kept staring into the forest ahead of them till she finally said, "It's coming from this direction," and pointed her hoof at the forest in front of them.

"Is it close? Maybe we should head back to the den and lay low for a bit," said Applejack as she slowly began to back away.

Pinkie Pie suddenly darted forward. Applejack hesitated, "Ah hope Ah don't regret this," she said as she chased after the pink pony.

As they ran to their unknown destination the forest seemed to open up. The underbrush dwindled and the trees spaced out more. They didn't have a chance to enjoy the new openness before another, louder, roar erupted from somewhere close, just ahead of them.

Pinkie Pie raced forward leaving Applejack behind, galloping full speed to catch up. Applejack dodged around a tree and saw that Pinkie had come to a stop just ahead of her. She skidded to a halt next to Pinkie and saw what had caught the pink pony's attention.

Just ahead of them was a chimera, its goat head hung limply from its side, its snake tail swished around behind it and its lion head was staring with a maddened look in its eyes, at a pony standing opposite it. The pony was facing away from Applejack and Pinkie. It appeared to be a mare but it might just be a small stallion; it was hard to tell since the pony was covered in dirt and mud with sticks and brambles in its mane and tail. Not even its cutie mark was visible.

Applejack and Pinkie both gasped as the chimera suddenly lunged at the pony. The pony waited till the last moment then jumped up. The chimera sailed under it and tried to raise its lion head, chomping at the pony. The unknown pony was faster. It thrust down with its rear hooves, connecting with the back of the chimera's head sending the creature crashing into a tree. The pony spun around, ready for another attack by the chimera, but it appeared to be knocked out. Only the snake head was still thrashing around; by itself it didn't appear to be much of a threat.

Applejack was the first to catch her breath. "Dang, that was amazin," she said quietly, "but Ah guess that ain't Rar..."

"RARITY!" Pinkie shouted as she zoomed out of the forest and tackled the surprised pony. Both ponies rolled over each other then fell into a heap on the forest floor.

Applejack trotted forward so she could pull Pinkie off whoever that pony was when she hear a familiar voice say. "P....Pinkie!?"

"OH RARITY!" Pinkie wrapped her legs around the stunned pony and kissed her all over. "I missed you so much, I was soooooooo worried something had happened to you. I knew you would be..."

Rarity suddenly shrieked and pushed Pinkie off of her. "ACK GET AWAY!" She shouted and scrambled behind Applejack.

With those three words all the color drained out of Pinkie Pie's world.

Author's Note

Whew, this took forever to write, stupid writers block/real life stuff.